<SEC-DOCUMENT>0001193125-17-007881.txt : 20170111
<SEC-HEADER>0001193125-17-007881.hdr.sgml : 20170111
<ACCEPTANCE-DATETIME>20170111170155
ACCESSION NUMBER:		0001193125-17-007881
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20170111
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20170111
DATE AS OF CHANGE:		20170111

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CBRE GROUP, INC.
		CENTRAL INDEX KEY:			0001138118
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE [6500]
		IRS NUMBER:				943391143
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32205
		FILM NUMBER:		17523410

	BUSINESS ADDRESS:	
		STREET 1:		400 SOUTH HOPE STREET
		STREET 2:		25TH FLOOR
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90071
		BUSINESS PHONE:		213-613-3333

	MAIL ADDRESS:	
		STREET 1:		400 SOUTH HOPE STREET
		STREET 2:		25TH FLOOR
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90071

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CB RICHARD ELLIS GROUP INC
		DATE OF NAME CHANGE:	20040217

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CBRE HOLDING INC
		DATE OF NAME CHANGE:	20010411
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d294443d8k.htm
<DESCRIPTION>8-K
<TEXT>
<HTML><HEAD>
<TITLE>8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section 13 OR 15(d) </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): January&nbsp;11, 2017 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>CBRE GROUP, INC. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact
name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">001-32205</FONT></B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">94-3391143</FONT></B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(IRS Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>400 South Hope Street, 25<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> Floor, Los Angeles, California</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>90071</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>(Address of Principal Executive Offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(213) 613-3333 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s Telephone Number, Including Area Code </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not Applicable </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former
Name or Former Address, if Changed Since Last Report) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below
if the Form <FONT STYLE="white-space:nowrap">8-K</FONT> filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule <FONT STYLE="white-space:nowrap">14a-12</FONT> under the Exchange Act (17 CFR <FONT STYLE="white-space:nowrap">240.14a-12(b))</FONT> </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT STYLE="white-space:nowrap">14d-2(b)</FONT> under the Exchange Act (17 CFR
<FONT STYLE="white-space:nowrap">240.14d-2(b))</FONT> </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT STYLE="white-space:nowrap">13e-4(c)</FONT> under the Exchange Act (17 CFR
<FONT STYLE="white-space:nowrap">240.13e-4(c))</FONT> </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This Current Report on Form&nbsp;8-K is filed by CBRE Group, Inc., a Delaware corporation (the
&#147;Company&#148;), in connection with the matters described herein. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) On and effective as of January&nbsp;11, 2017, the Board of Directors (the &#147;Board&#148;) of the Company amended and restated the
Company&#146;s <FONT STYLE="white-space:nowrap">by-laws</FONT> (the <FONT STYLE="white-space:nowrap">&#147;By-Laws&#148;)</FONT> to implement proxy access. As amended, the <FONT STYLE="white-space:nowrap">By-Laws</FONT> include a new Article&nbsp;I,
Section&nbsp;12 permitting a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years a number of shares that constitutes at least 3% of the Company&#146;s outstanding shares, to nominate and include in the
Company&#146;s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the
<FONT STYLE="white-space:nowrap">By-Laws.</FONT> The amended <FONT STYLE="white-space:nowrap">By-Laws</FONT> also reflect certain conforming and clarifying changes in Article&nbsp;I, Section&nbsp;11 of the
<FONT STYLE="white-space:nowrap">By-Laws.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description is qualified in its entirety by reference to the full text of
the <FONT STYLE="white-space:nowrap">By-Laws,</FONT> a copy of which is filed as Exhibit&nbsp;3.1 to this report and is incorporated herein by reference. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;9.01&nbsp;Financial Statements and Exhibits. </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d)&nbsp;Exhibits </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; width:39.50pt; font-size:8pt; font-family:Times New Roman"><B>Description</B></P></TD></TR>


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<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated <FONT STYLE="white-space:nowrap">By-Laws</FONT> of CBRE Group, Inc.</TD></TR>
</TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top">Date: January&nbsp;11, 2017</TD>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3">CBRE GROUP, INC.</TD></TR>
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<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ GIL BOROK</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Gil Borok</TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
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<TD VALIGN="top"><I>Deputy Chief Financial Officer and Chief Accounting Officer</I></TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="92%"></TD></TR>
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<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; width:39.50pt; font-size:8pt; font-family:Times New Roman"><B>Description</B></P></TD></TR>


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<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated <FONT STYLE="white-space:nowrap">By-Laws</FONT> of CBRE Group, Inc.</TD></TR>
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<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>d294443dex31.htm
<DESCRIPTION>EX-3.1
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 3.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AMENDED AND RESTATED </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><FONT
STYLE="white-space:nowrap">BY-LAWS</FONT> </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OF</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CBRE GROUP, INC. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(the
&#147;<B>Corporation</B>&#148;) </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>dated January&nbsp;11, 2017 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE I. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>STOCKHOLDERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <U>Annual Meeting</U>.&nbsp;The annual meeting of the stockholders of the Corporation for the purpose of electing directors
and for the transaction of such other business as may properly be brought before the meeting shall be held on such date, and at such time and place within or without the State of Delaware as may be designated from time to time by the Board of
Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>Special Meeting</U>.&nbsp;(a) Special meetings of the stockholders (1)&nbsp;shall be called only by the
Chair of the Board of Directors, the Chief Executive Officer of the Corporation (the &#147;<B>Chief Executive Officer</B>&#148;) or the Board of Directors pursuant to a resolution approved by the Board of Directors and (2)&nbsp;shall be called by
the Secretary of the Corporation (the &#147;<B>Secretary</B>&#148;) upon the written request of holder(s) Owning (as defined below) at least 30% (in the aggregate) of the then voting power of all shares of the Corporation entitled to vote on the
matters to be brought before the proposed special meeting (the &#147;<B>Requisite Percent,</B>&#148; and such a special meeting, a &#147;<B>Stockholder Requested Special Meeting</B>&#148;); <I>provided</I> that such request shall be invalid if
(A)&nbsp;it relates to an item of business that is the same or substantially similar to any item of business that stockholders voted on at a meeting of stockholders that occurred within 30&nbsp;days preceding the date of such request or (B)&nbsp;the
special-meeting request is received within the period commencing 90 days prior to the anniversary of the date of the most recent annual meeting of stockholders and ending on the date of the next annual meeting of stockholders.&nbsp;Special meetings
of the stockholders shall be held at such time and place within or without the State of Delaware as may be designated from time to time by the Board of Directors; <I>provided </I>that any Stockholder Requested Special Meeting shall be held within
120 days after the Secretary receives notice that such meeting has been called for. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Article I, Section&nbsp;2, a
holder shall be deemed to &#147;<B>Own</B>&#148; only those shares for which it possesses both (x)&nbsp;full voting and investment rights and (y)&nbsp;a full economic interest (<I>i.e</I>., shares for which the holder has not only the opportunity to
profit, but is also exposed to the risk of loss); <I>provided</I> that the number of shares calculated in accordance with the foregoing clauses (x)&nbsp;and (y) shall not include any shares (A)&nbsp;sold by such person or any of its affiliates in
any transaction that has not been settled or closed, (B)&nbsp;borrowed by such holder or any of its affiliates for any purposes or purchased by such holder or any of its affiliates pursuant to an agreement to resell or (C)&nbsp;subject to any
option, warrant, forward contract, swap, </P>
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contract of sale, other derivative or similar agreement entered into by such holder 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 shares of the Corporation entitled to vote at the Stockholder Requested Special Meeting, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1)&nbsp;reducing
in any manner, to any extent or at any time in the future, such holder&#146;s or its affiliates&#146; full right to vote or direct the voting of any such shares and/or (2)&nbsp;hedging, offsetting or altering to any degree the gain or loss arising
from the full economic ownership of such shares by such holder or affiliate. A holder shall &#147;Own&#148; shares held in the name of a nominee or other intermediary so long as the holder 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. A holder&#146;s ownership of shares shall be deemed to continue during any period in which the person 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 holder. The determination of the extent to which a person &#147;Owns&#148; shares for these purposes shall be made in good faith by the Board of Directors,
which determination shall be conclusive and binding on the Corporation and its stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) In order for the Secretary to call a
Stockholder Requested Special Meeting, one or more written requests for a special stockholder meeting (individually or collectively, a &#147;<B>Special Meeting Request</B>&#148;) signed and dated by the stockholder(s) of record that Own the
Requisite Percent, or by persons who are acting on behalf of those who Own the Requisite Percent, must be delivered by the requesting stockholder(s) to the Secretary at the principal executive offices of the Corporation, must set forth therein the
purpose or purposes of the proposed Stockholder Requested Special Meeting and must be accompanied by: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(1) the information required by
paragraph (B)&nbsp;of Article I, Section&nbsp;11 of these <FONT STYLE="white-space:nowrap">By-Laws;</FONT> and </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) as to each stockholder
signing such request, or if such stockholder is a nominee or custodian, as to each beneficial owner on whose behalf such request is signed, (i)&nbsp;an affidavit signed by such person stating the number of shares of the Corporation that it Owns as
of the date such request was signed and agreeing to continue to Own at least (A)&nbsp;such number of shares or (B)&nbsp;a number of shares equal to the Requisite Percent through the date of the Stockholder Requested Special Meeting and to update and
supplement such affidavit, if necessary, so that the information provided in such affidavit regarding the number of shares that such person Owns shall be true and correct as of the record date for the Stockholder Requested Special Meeting and as of
the date that is five business days prior to the meeting or any adjournment or postponement thereof, with such update and supplement to be delivered to the Secretary at the principal executive offices of the Corporation not later than five business
days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than three business days prior to the date for the meeting or any adjournment or postponement thereof in the
case of the update and supplement required to be made as of five business days prior to the meeting or any adjournment or postponement thereof; <I>provided</I> that in the event of any decrease in the number of shares of the Corporation Owned by
such person at any time before the Stockholder Requested Special Meeting, such person&#146;s Special Meeting Request shall be deemed revoked with respect to the shares comprising such reduction and shall not be counted towards the calculation of the
Requisite Percent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">One or more written requests for a special meeting delivered to the Secretary shall constitute a
valid Special Meeting Request only if each such written request satisfies the requirements set forth above in this clause (b)&nbsp;and has been dated and delivered to the Secretary within 60 days of the earliest dated of such requests. If the record
holder is not the signatory to the Special Meeting Request, such Special Meeting Request will not be valid unless documentary evidence from the record holder of such signatory&#146;s authority to execute the Special Meeting Request on behalf of the
record holder is supplied to the Secretary at the time of delivery of such Special Meeting Request (or within 10 business days thereafter). The determination of the validity of a Special Meeting Request shall be made in good faith by the Board of
Directors, whose determination shall be conclusive and binding on the Corporation and the stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If none of the stockholder(s)
who submitted the Special Meeting Request(s) (or their qualified representatives) appears at the Stockholder Requested Special Meeting to present the matter or matters to be brought before the special meeting as specified in the Special Meeting
Request(s), the Corporation need not present the matter or matters for a vote at the meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The stockholder seeking to call the special meeting may revoke a Special Meeting Request by written revocation delivered to, or mailed and
received by, the Secretary at any time prior to the special meeting, and any stockholder signing a Special Meeting Request may revoke such request as to the shares that such person Owns (or as to the shares that are Owned by the person on whose
behalf the stockholder is acting, as applicable), and their Special Meeting Request shall thereupon be deemed revoked; <I>provided</I> that if as a result of such revocation(s) there are no longer any valid unrevoked Special Meeting Request(s) from
stockholders who Own at least a Requisite Percent with respect to the proposed special meeting, then there shall be no requirement for the Secretary to call, or for the Corporation to hold, a special meeting regardless of whether notice of such
special meeting has been sent and/or proxies solicited for such special meeting. Further, in the event that the stockholder requesting the Stockholder Requested Special Meeting withdraws such Special Meeting Request, there shall be no requirement
for the Secretary to call, or for the Corporation to hold, such special meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>Notice</U>.&nbsp;Except as otherwise
provided by law, notice of the time, place and, in the case of a special meeting, the purpose or purposes of the meeting of stockholders shall be delivered personally or mailed not earlier than sixty, nor less than ten, days&nbsp;previous thereto,
to each stockholder of record entitled to vote at the meeting at such address as appears on the records of the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <U>Quorum</U>.&nbsp;The holders of a majority in voting power of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Corporation&#146;s Amended and Restated
</P>
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Certificate of Incorporation as may be amended from time to time (the &#147;<B>Certificate of Incorporation</B>&#148;); but if at any regularly called meeting of stockholders there shall be less
than a quorum present, the stockholders present may adjourn the meeting from time to time without further notice other than announcement at the meeting until a quorum shall be present or represented.&nbsp;At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have been transacted at the original meeting.&nbsp;If the adjournment is for more than 30 days, or if, after the adjournment, a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5.
<U>Conduct of Meetings</U>.&nbsp;The Chair of the Board of Directors, or in the Chair&#146;s absence or at the Board Chair&#146;s direction, the Chief Executive Officer, or in the Chief Executive Officer&#146;s absence or at the Chief Executive
Officer&#146;s direction, any officer of the Corporation shall call all meetings of the stockholders to order and shall act as chair of such meeting.&nbsp;The Secretary of the Corporation or, in such officer&#146;s absence, an Assistant Secretary
shall act as secretary of the meeting.&nbsp;If neither the Secretary nor an Assistant Secretary of the Corporation is present, the chair of the meeting shall appoint a secretary of the meeting.&nbsp;Unless otherwise determined by the Board of
Directors prior to the meeting, the chair of the meeting shall determine the order of business and shall have the authority in his or her discretion to regulate the conduct of any such meeting, including, without limitation, by imposing restrictions
on the persons (other than stockholders of the Corporation or their duly appointed proxies) who may attend any such meeting, whether any stockholder or stockholders&#146; proxy may be excluded from any meeting of stockholders based upon any
determination by the chair of the meeting, in his or her sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings thereat, and the circumstances in which any person may make a statement or ask questions at
any meeting of stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <U>Proxies</U>.&nbsp;At all meetings of stockholders, any stockholder entitled to vote at
such meeting shall be entitled to vote in person or by proxy, but no proxy shall be voted after three years from its date, unless such proxy provides for a longer period.&nbsp;Without limiting the manner in which a stockholder may authorize another
person or persons to act for the stockholder as proxy pursuant to the General Corporation Law of the State of Delaware, the following shall constitute a valid means by which a stockholder may grant such authority: (a)&nbsp;a stockholder may execute
a writing authorizing another person or persons to act for the stockholder as proxy, and execution of the writing may be accomplished by the stockholder or the stockholder&#146;s authorized officer, director, employee or agent signing such writing
or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature; or (b)&nbsp;a stockholder may authorize another person or persons to act for the stockholder as proxy by
transmitting or authorizing the transmission of a telegram, cablegram, or other means of 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, <I>provided</I> that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which
it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder.&nbsp;If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the judge or judges of
stockholder votes or, if there are no such judges, such other persons making that determination shall specify the information upon which they relied. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Any copy, facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to the preceding paragraph of this Section&nbsp;6 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used,
<I>provided</I> that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Proxies shall be filed with the Secretary of the meeting prior to or at the commencement of the meeting to which they relate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7. <U>Voting</U>.&nbsp;When a quorum is present at any meeting, the vote of the holders of a majority in voting power of the
stock present in person or represented by proxy and entitled to vote on the matter shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation or
these <FONT STYLE="white-space:nowrap">By-Laws</FONT> a different vote is required, in which case such express provision shall govern and control the decision of such question. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;8. <U>Record Dates</U>.&nbsp;In order that the Corporation may determine the stockholders (a)&nbsp;entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof or (b)&nbsp;entitled to receive payment of any dividend or other distribution or allotment of any rights, or 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
(i)&nbsp;in the case of clause (a)&nbsp;above, shall not be more than sixty nor less than ten days before the date of such meeting and (ii)&nbsp;in the case of clause (b)&nbsp;above, shall not be more than sixty days prior to such action.&nbsp;If
for any reason the Board of Directors shall not have fixed a record date for any such purpose, the record date for such purpose shall be determined as provided by law.&nbsp;Only those stockholders of record on the date so fixed or determined shall
be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the Corporation after any such record date so fixed or determined. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;9. <U>Inspection of Stockholders List</U>.&nbsp;The officer of the Corporation who has charge of the stock ledger of the
Corporation shall prepare and make at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder.&nbsp;Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not so specified, at the place where the meeting is to be held.&nbsp;The list shall also be produced at the
time and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;10. <U>Judges of Stockholder Votes</U>.&nbsp;The Board of Directors, in advance of
all meetings of the stockholders, shall appoint one or more judges of stockholder votes, who may be stockholders or their proxies, but not directors of the Corporation or candidates for office.&nbsp;In the event that the Board of Directors fails to
so appoint judges of stockholder votes or, in the event that one or more judges of stockholder votes previously designated by the Board of Directors fails to appear or act at the meeting of stockholders, the chair of the meeting may appoint one or
more judges of stockholder votes to fill such vacancy or vacancies.&nbsp;Judges of stockholder votes appointed to act at any meeting of the stockholders, before entering upon the discharge of their duties, shall be sworn faithfully to execute the
duties of judge of stockholder votes with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by them.&nbsp;Judges of stockholder votes shall, subject to the power of the chair of the meeting to
open and close the polls, take charge of the polls, and, after the voting, shall make a certificate of the result of the vote taken. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;11. <U>Notice and Information Requirements</U>.&nbsp;(A) <I>Annual Meetings of Stockholders.</I>&nbsp;(1) Nominations of persons
for election to the Board of Directors of the Corporation (other than directors to be nominated by any series of Preferred Stock, voting separately as a class, or pursuant to the Securityholders&#146; Agreement (as defined below)) and the proposal
of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (a)&nbsp;pursuant to the Corporation&#146;s notice of meeting (or any supplement thereto), (b)&nbsp;by or at the direction of the Chair of
the Board of Directors or the Board of Directors, (c)&nbsp;by any stockholder of the Corporation who is entitled to vote at the meeting, who complied with the notice procedures set forth in paragraphs (A)(2)&nbsp;and (A)(3)&nbsp;of this
Article&nbsp;I, Section&nbsp;11 and who was a stockholder of record at the time such notice is delivered to the Secretary of the Corporation or (d)&nbsp;by any stockholder of the Corporation who meets the requirements of and complies with the
procedures set forth in Article 1, Section&nbsp;12. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) For nominations or other business to be properly brought before an annual meeting
by a stockholder pursuant to clause (c)&nbsp;of paragraph (A)(1)&nbsp;of this Article&nbsp;I, Section&nbsp;11, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, and any such proposed business other
than nominations of persons for election to the Board of Directors must constitute a proper matter for stockholder action. To be timely, a stockholder&#146;s notice shall be delivered to the Secretary at the principal executive offices of the
Corporation not less than 90 days nor more than 120 days prior to the first anniversary date of the preceding year&#146;s annual meeting; <I>provided</I>,<I> however</I>, that in the event that the date of the annual meeting is more than 30 days
before, or more than 70 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day prior to such annual
meeting and not later than the close of business on the later of the 90<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such
meeting is first made.&nbsp;Such stockholder&#146;s notice shall set forth (a)&nbsp;as to each person whom the stockholder proposes to nominate for election or <FONT STYLE="white-space:nowrap">re-election</FONT> as a director, all information
relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the &#147;<B>Exchange Act</B>&#148;), including such person&#146;s written consent to being named in the proxy </P>
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statement as a nominee and to serving as a director if elected; (b)&nbsp;as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the text of the 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
<FONT STYLE="white-space:nowrap">By-Laws,</FONT> the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; (c)&nbsp;as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i)&nbsp;the name and address of such stockholder, as they appear on the
Corporation&#146;s books and records, and of such beneficial owner, (ii)&nbsp;the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner,
(iii)&nbsp;a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination and (iv)&nbsp;a
representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (x)&nbsp;to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation&#146;s
outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (y)&nbsp;otherwise to solicit proxies from stockholders in support of such proposal or nomination; (d)&nbsp;a description of any agreement, arrangement
or understanding with respect to the nomination or proposal and/or the voting of shares of any class or series of stock of the Corporation between or among the stockholder giving the notice, the beneficial owner, if any, on whose behalf the
nomination or proposal is made, any of their respective affiliates or associates and/or any others acting in concert with any of the foregoing (collectively, &#147;<B>proponent persons</B>&#148;); and (e)&nbsp;a description of any agreement,
arrangement or understanding (including without limitation any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or sell, swap or other instrument) the intent or effect of which may be (i)&nbsp;to
transfer to or from any proponent person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation, (ii)&nbsp;to increase or decrease the voting power of any proponent person with respect to shares of any
class or series of stock of the Corporation and/or (iii)&nbsp;to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or
decrease in the value of any security of the Corporation.&nbsp;A stockholder providing notice of a proposed nomination for election to the Board of Directors or other business proposed to be brought before a meeting (whether given pursuant to this
paragraph (A)(2) or paragraph (B)&nbsp;of this Article I, Section&nbsp;11) shall update and supplement such notice from time to time to the extent necessary so that the information provided or required to be provided in such notice shall be true and
correct as of the record date for the meeting and as of the date that is 15 days prior to the meeting or any adjournment or postponement thereof; such update and supplement shall be delivered in writing to the Secretary at the principal executive
offices of the Corporation not later than 5 days after the record date for the meeting (in the case of any update and supplement required to be made as of the record date), and not later than 10 days prior to the date for the meeting or any
adjournment or postponement thereof (in the case of any update and supplement required to be made as of 15 days prior to the meeting or any adjournment or postponement thereof).&nbsp;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 a director of the Corporation. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(3) Notwithstanding anything in the second sentence of paragraph (A)(2)&nbsp;of this
Article&nbsp;I, Section&nbsp;11 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased, and there is no public announcement naming all of the nominees
for director or specifying the size of the increased Board of Directors made by the Corporation at least 100 days prior to the first anniversary of the preceding year&#146;s annual meeting, a stockholder&#146;s notice required by this
Article&nbsp;I, Section&nbsp;11 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not
later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) <I>Special Meetings of Stockholders</I>.&nbsp;Only such business shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting (1)&nbsp;in the case of a meeting called by the Chair of the Board of Directors, the Chief Executive Officer or the Board of Directors pursuant to a resolution approved by the Board of Directors, pursuant to the
Corporation&#146;s notice of meeting pursuant to Article&nbsp;I, Section&nbsp;3 of these <FONT STYLE="white-space:nowrap">By-Laws,</FONT> or (2)&nbsp;in the case of a Stockholder Requested Special Meeting upon the written request of holder(s) Owning
the Requisite Percent, as shall have been proposed by such holder(s) pursuant to a notice setting forth the information required pursuant to paragraph (A)(2)&nbsp;of this Article I, Section&nbsp;11, and such other purposes as shall be directed by
the Board of Directors, in each case as set forth in the Corporation&#146;s notice of meeting pursuant to Article&nbsp;I, Section&nbsp;3 of these <FONT STYLE="white-space:nowrap">By-Laws.&nbsp;Nominations</FONT> of persons for election to the Board
of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation&#146;s notice of meeting (i)&nbsp;by or at the direction of the Board of Directors (or stockholder(s)&nbsp;pursuant to
Article&nbsp;Eighth of the Certificate of Incorporation) or (ii)&nbsp;provided that the Board of Directors (or stockholder(s)&nbsp;pursuant to Article&nbsp;Eighth of the Certificate of Incorporation) has determined that directors shall be elected at
such meeting, by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Article&nbsp;I, Section&nbsp;11 and who is a stockholder of record at the time such notice is
delivered to the Secretary.&nbsp;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)&nbsp;as specified in the Corporation&#146;s notice of meeting, if the stockholder&#146;s notice as required by paragraph (A)(2)&nbsp;of this Article&nbsp;I,
Section&nbsp;11 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day prior to such special meeting and
not later than the close of business on the later of the 90<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day prior to such special meeting or the 10<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day following the day on which
public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) <I>General.</I>&nbsp;(1) Unless otherwise provided by the terms of any series of Preferred Stock, the Securityholders&#146; Agreement
dated as of July&nbsp;20, 2001, as amended from time to time (the &#147;<B>Securityholders&#146; Agreement</B>&#148;), among the Corporation, CBRE Services, Inc. (formerly known as CB Richard Ellis Services,&nbsp;Inc.) and the Corporation&#146;s
stockholders from time to time party thereto or any other agreement approved by the Corporation&#146;s Board of </P>
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Directors, only persons who are nominated in accordance with the procedures set forth in Article&nbsp;I, Sections&nbsp;11 or 12 shall be eligible to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Article&nbsp;I, Section&nbsp;11.&nbsp;Except as otherwise provided by law, the Certificate of
Incorporation or these <FONT STYLE="white-space:nowrap">By-laws,</FONT> the chair of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with
the procedures set forth in Article&nbsp;I, Sections&nbsp;11 or 12 and, if any proposed nomination or business is not in compliance with Article&nbsp;I, Sections&nbsp;11 or 12, to declare that such defective nomination shall be disregarded or that
such proposed business shall not be transacted.&nbsp;Notwithstanding anything to the contrary in Article&nbsp;I, Sections&nbsp;11 or 12, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special
meeting of stockholders of the Corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by
the Corporation.&nbsp;For purposes of Article I, Sections&nbsp;11 and 12, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a
writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable
reproduction of the writing or electronic transmission, at the meeting of stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) For purposes of this Article I,
Section&nbsp;11, &#147;<B>public announcement</B>&#148; shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission (the &#147;<B>SEC</B>&#148;) pursuant to Section&nbsp;13, 14 or 15(d)&nbsp;of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(3)
For purposes of these <FONT STYLE="white-space:nowrap">By-Laws,</FONT> no adjournment or postponement nor notice of adjournment or postponement of any meeting shall be deemed to constitute a new notice of such meeting for purposes of Article I,
Sections&nbsp;11 and 12, and in order for any notification required to be delivered by a stockholder pursuant to Article I, Sections&nbsp;11 and 12 to be timely, such notification must be delivered within the periods set forth above with respect to
the originally scheduled meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(4) Notwithstanding the foregoing provisions of this Article I, Section&nbsp;11, a stockholder shall
also comply with all applicable requirements of the Exchange Act and the rules&nbsp;and regulations thereunder with respect to the matters set forth in these <FONT STYLE="white-space:nowrap">By-Laws;</FONT> <I>provided, however</I>, that any
references in these <FONT STYLE="white-space:nowrap">By-Laws</FONT> to the Exchange Act or the rules&nbsp;and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to
any other business to be considered pursuant to these <FONT STYLE="white-space:nowrap">By-Laws</FONT> (including paragraphs (A)(1)(c)&nbsp;and (B)&nbsp;of this Article I, Section&nbsp;11), and compliance with paragraphs (A)(1)(c)&nbsp;and
(B)&nbsp;of this Article I, Section&nbsp;11 shall be the exclusive means for a stockholder to make nominations or submit other business (other than as provided in Article I, Section&nbsp;12).&nbsp;Nothing in these
<FONT STYLE="white-space:nowrap">By-Laws</FONT> shall be deemed to affect any rights of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation (including any
certificate of designations relating to any series of Preferred Stock). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-9- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section 12. <U>Proxy Access for Director Nominations</U>. (A)<I>&nbsp;Inclusion of Stockholder
Nominees in the Corporation&#146;s Proxy Materials</I>. Notwithstanding anything to the contrary in these <FONT STYLE="white-space:nowrap">By-Laws,</FONT> whenever the Board of Directors solicits proxies with respect to the election of Directors at
an annual meeting of stockholders, subject to the provisions of this Article I, Section&nbsp;12, the Corporation shall include in its proxy statement, form of proxy card and other applicable documents or filings with the SEC required in connection
with the solicitation of proxies for the election of directors for such annual meeting (the &#147;<B>Corporation&#146;s proxy materials</B>&#148;), in addition to any persons nominated for election by the Board of Directors or any committee thereof,
the name of any person nominated for election to the Board of Directors pursuant to this Article I, Section&nbsp;12 (the &#147;<B>Stockholder Nominee</B>&#148;) by an Eligible Stockholder (as defined below), and will include in its proxy statement
for the annual meeting of stockholders the Required Information (as defined below), if the Eligible Stockholder satisfies the requirements of this Article I, Section&nbsp;12 and expressly elects at the time of providing the notice required by this
Article I, Section&nbsp;12 (the &#147;<B>Notice of Proxy Access Nomination</B>&#148;) to have its Stockholder Nominee(s) included in the Corporation&#146;s proxy materials pursuant to this Article I, Section&nbsp;12. Nothing in this Article I,
Section&nbsp;12 shall limit the Corporation&#146;s ability to solicit against, and include in its proxy materials its own statements relating to, any Stockholder Nominee, Eligible Stockholder, or group of stockholders acting collectively as an
Eligible Stockholder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) <I>Qualification as an Eligible Stockholder</I>. To qualify as an &#147;<B>Eligible Stockholder</B>,&#148; a
stockholder or an eligible group of no more than 20 stockholders of the Corporation (counting the record holder and beneficial holder of the same shares of the Corporation&#146;s stock as one stockholder for these purposes), must have owned (as
defined below) the Nomination Required Ownership Percentage (as defined below) of the Corporation&#146;s outstanding common stock entitled to vote generally in the election of directors of the Corporation (the &#147;<B>Nomination Required
Shares</B>&#148;) continuously for the Minimum Holding Period (as defined below) as of both the date the Notice of Proxy Access Nomination is delivered to the Secretary of the Corporation in accordance with this Article I, Section&nbsp;12 and the
close of business on the record date for determining the stockholders entitled to vote at the annual meeting of stockholders of the Corporation, and thereafter must continue to own the Nomination Required Shares through the date of such annual
meeting (and any postponement or adjournment thereof). For purposes of this Article I, Section&nbsp;12, the &#147;<B>Nomination Required Ownership Percentage</B>&#148; is 3% and the &#147;<B>Minimum Holding Period</B>&#148; is three years. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event the Eligible Stockholder consists of a group of stockholders, any and all requirements and obligations for an individual Eligible
Stockholder that are set forth in this Article I, Section&nbsp;12, including the Minimum Holding Period, shall apply to each member of such group; <I>provided</I>, <I>however</I>, that the Nomination Required Ownership Percentage shall apply to the
ownership of the group in the aggregate. No person may be a member of more than one group of persons constituting an Eligible Stockholder for purposes of nominations pursuant to this Article I, Section&nbsp;12 with respect to any annual meeting of
the stockholders of the Corporation (other than a record holder directed to act by more than one beneficial owner). If </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-10- </P>


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and to the extent a stockholder of record is acting on behalf of one or more beneficial owners, only the stock of the Corporation owned by such beneficial owner or owners, and not any other stock
of the Corporation owned by any such stockholder of record, shall be counted for purposes of satisfying the Minimum Holding Period and Nomination Required Ownership Percentage. In addition, a group of any two or more funds that are under common
management and investment control shall be treated as one stockholder of record or beneficial owner, as the case may be, for the purposes of forming a group to qualify as an Eligible Stockholder; <I>provided</I> that each fund otherwise meets the
requirements set forth in this Article I, Section&nbsp;12; and <I>provided,</I> <I>further</I>, that any such funds for which common stock of the Corporation is aggregated for the purpose of satisfying the Nomination Required Ownership Percentage
provide documentation reasonably satisfactory to the Corporation that demonstrates that the funds meet the criteria set forth in this paragraph in the Notice of Proxy Access Nomination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Whenever an Eligible Stockholder consists of a group of more than one stockholder, each provision in this Article I, Section&nbsp;12 that
requires the Eligible Stockholder to provide any information, written statements, representations, undertakings or agreements or to meet any other conditions shall be deemed to require each stockholder that is a member of such group to provide such
information, statements, representations, undertakings or agreements and to meet such other conditions (which, if applicable, shall apply with respect to the portion of the Nomination Required Shares owned by such stockholder). When an Eligible
Stockholder is comprised of a group of more than one stockholder, a violation of any provision of this Article I, Section&nbsp;12 by any member of the group shall be deemed a violation by the entire group. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Article I, Section&nbsp;12, an Eligible Stockholder shall be deemed to &#147;<B>own</B>&#148; only those outstanding
shares of common stock of the Corporation as to which the stockholder possesses both: (1)&nbsp;the full voting and investment rights pertaining to the shares and (2)&nbsp;the full economic interest in (including the opportunity for profit from and
risk of loss on) such shares; <I>provided</I> that the number of shares calculated in accordance with clauses (1)&nbsp;and (2) above shall not include any shares (a)&nbsp;sold by such stockholder or any of its affiliates in any transaction that has
not been settled or closed, including any short sale, (b)&nbsp;borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell or (c)&nbsp;subject to
any option, warrant, forward contract, swap, contract of sale, other derivative or similar instrument, agreement or arrangement entered into by such stockholder or any of its affiliates, whether any such instrument, agreement or arrangement is to be
settled with shares or with cash based on the notional amount or value of shares of outstanding common stock of the Corporation, in any such case which instrument, agreement or arrangement has, or is intended to have, or if exercised by either party
would have, the purpose or effect of (i)&nbsp;reducing in any manner, to any extent or at any time in the future, such stockholder&#146;s or its affiliates&#146; full right to vote or direct the voting of any such shares and/or (ii)&nbsp;hedging,
offsetting or altering to any degree any gain or loss realized or realizable from maintaining the full economic ownership of such shares by such stockholder or its affiliates. An Eligible Stockholder shall &#147;own&#148; shares of common stock held
in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A stockholder&#146;s
ownership of shares of common stock shall be deemed to continue during any period in which (I)&nbsp;the stockholder has loaned such shares, provided that the stockholder has the </P>
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power to recall such loaned shares on five business days&#146; notice and provides a representation to the Corporation that it will promptly recall such loaned shares upon being notified that any
of its Stockholder Nominees will be included in the Corporation&#146;s proxy materials, or (II)&nbsp;the stockholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any
time by the stockholder. The terms &#147;<B>owned</B>,&#148; &#147;<B>owning</B>&#148; and other variations of the word &#147;<B>own</B>&#148; in this Article I, Section&nbsp;12 shall have correlative meanings. Whether outstanding shares of the
common stock of the Corporation are &#147;owned&#148; for these purposes shall be determined by the Board of Directors or any committee thereof, in each case, in its sole discretion, which determination shall be conclusive and binding on the
Corporation, its stockholders and beneficial owners and all other parties. For purposes of this Article I, Section&nbsp;12, the term &#147;<B>affiliate</B>&#148; or &#147;<B>affiliates</B>&#148; shall have the meaning ascribed thereto under rules
and regulations promulgated under the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) <I>Required Information</I>.<I> </I>For purposes of this Article I,
Section&nbsp;12, the &#147;<B>Required Information</B>&#148; that the Corporation will include in its proxy statement is (1)&nbsp;the information provided to the Secretary of the Corporation concerning the Stockholder Nominee and the Eligible
Stockholder that is required to be disclosed in the Corporation&#146;s proxy statement by applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and (2)&nbsp;if the Eligible Stockholder so elects, a written
statement of the Eligible Stockholder, not to exceed 500 words, in support of the candidacy of the Stockholder Nominee(s), which must be delivered to the Secretary of the Corporation at the time the Notice of Proxy Access Nomination required by this
Article I, Section&nbsp;12 is delivered (the &#147;<B>Statement</B>&#148;). Notwithstanding anything to the contrary contained in this Article I, Section&nbsp;12, the Corporation may omit from its proxy statement any information or the Statement (or
portion thereof) that it, in good faith, believes is untrue in any material respect (or omits to state 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. Nothing in this Article I, Section&nbsp;12 shall limit the Corporation&#146;s ability to solicit against and include in the Corporation&#146;s proxy materials its own statements or
other information relating to the Eligible Stockholder or any Stockholder Nominee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) <I>Maximum Number of Stockholder Nominees</I>. The
maximum number of Stockholder Nominees nominated by all Eligible Stockholders (including any Stockholder Nominee that was submitted by an Eligible Stockholder for inclusion in the Corporation&#146;s proxy materials pursuant to this Article I,
Section&nbsp;12 but was subsequently withdrawn, disregarded pursuant to this Article I, Section&nbsp;12 or declared invalid or ineligible) that will be included in the Corporation&#146;s proxy materials with respect to an annual meeting of
stockholders shall not exceed the greater of (1) 20% of the total number of directors in office (rounded down to the nearest whole number) as of the last day on which a Notice of Proxy Access Nomination may be timely delivered pursuant to and in
accordance with this Article I, Section&nbsp;12 (the &#147;<B>Final Proxy Access Nomination Date</B>&#148;) or (2)&nbsp;two (the &#147;<B>Maximum Number</B>&#148;). In the event that one or more vacancies for any reason occurs on the Board of
Directors after the Final Proxy Access Nomination Date but before the date of the annual meeting of stockholders and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the Maximum Number of
Stockholder Nominees eligible for inclusion in the Corporation&#146;s proxy materials pursuant to this Article I, Section&nbsp;12 shall be calculated based on the number of directors in office as so reduced. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-12- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Maximum Number shall be reduced, but not below zero, by the sum of: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) the number of individuals nominated by an Eligible Stockholder for inclusion in the Corporation&#146;s proxy materials pursuant to this
Article I, Section&nbsp;12 whom the Board of Directors decides to nominate as a nominee of the Board of Directors; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) the number of
individuals that the Board of Directors decides to nominate for <FONT STYLE="white-space:nowrap">re-election</FONT> who were Stockholder Nominees at one of the previous three annual meetings of stockholders; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) the number of Stockholder Nominees whose nomination was subsequently withdrawn or otherwise deemed invalid pursuant to this Article 1,
Sections 11(C)(1), 12(H) or 12(I)(1). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Any Eligible Stockholder submitting more than one Stockholder Nominee for inclusion in the
Corporation&#146;s proxy materials pursuant to this Article I, Section&nbsp;12 shall rank such Stockholder Nominees in its Notice of Proxy Access Nomination based on the order that the Eligible Stockholder desires such Stockholder Nominees to be
selected for inclusion in the Corporation&#146;s proxy materials in the event that the total number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Article I, Section&nbsp;12 exceeds the Maximum Number. In the event that
the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Article I, Section&nbsp;12 exceeds the Maximum Number, the highest ranking Stockholder Nominee who meets the requirements of this Article I, Section&nbsp;12 from
each Eligible Stockholder will be selected for inclusion in the Corporation&#146;s proxy materials until the Maximum Number is reached, beginning with the Eligible Stockholder or group of Eligible Stockholders with the largest number of shares of
the Corporation&#146;s outstanding common stock each Eligible Stockholder disclosed as owned in its respective Notice of Proxy Access Nomination submitted to the Corporation and preceding through each Eligible Stockholder or group Eligible
Stockholders in descending order of ownership. If the Maximum Number is not reached after the highest ranking Stockholder Nominee who meets the requirements of this Article I, Section&nbsp;12 from each Eligible Stockholder has been selected, this
process will continue as many times as necessary, following the same order each time, until the Maximum Number is reached or there are no remaining Stockholder Nominees. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(E) <I>Timing of Notice</I>. To be eligible to have its nominee included in the Corporation&#146;s proxy materials pursuant to this Article I,
Section&nbsp;12, an Eligible Stockholder shall have timely delivered, in proper form, a Notice of Proxy Access Nomination to the Secretary. To be timely, the Notice of Proxy Access Nomination shall be delivered to the Secretary at the principal
executive offices of the Corporation in proper form not less than 90 days nor more than 120 days prior to the first anniversary date of the preceding year&#146;s annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days before, or more than 70 days after such anniversary date, notice by an Eligible Stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual
</P>
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meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such
meeting is first made. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(F) <I>Form and Content of Notice</I>. To be in proper form for purposes of this Article I, Section&nbsp;12, the
Notice of Proxy Access Nomination to the Secretary must be in writing and shall include the following information: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(1) an express request
that each Stockholder Nominee be included in the Corporation&#146;s proxy materials pursuant to this Article I, Section&nbsp;12; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) one
or more written statements from the record holder of the Nomination Required Shares (and from each intermediary through which the Nomination Required Shares are or have been held during the Minimum Holding Period) verifying that, as of a date within
seven calendar days prior to the date the Notice of Proxy Access Nomination is delivered to the Secretary of the Corporation, the Eligible Stockholder owns, and has owned continuously for the Minimum Holding Period, the Nomination Required Shares,
and the Eligible Stockholder&#146;s agreement to provide, within five business days after the record date for the annual meeting of stockholders, written statements from the record holder and intermediaries verifying the Eligible Stockholder&#146;s
continuous ownership of the Nomination Required Shares through the record date, together with a written statement by the Eligible Stockholder that such Stockholder will continue to own the Nomination Required Shares through the date of such annual
meeting (and any postponement or adjournment thereof); </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(3) with respect to each Eligible Stockholder or member of a group comprising an
Eligible Stockholder, (a)&nbsp;the number of shares of the Corporation&#146;s capital stock that such Eligible Stockholder is deemed to own for the purposes of this Article I, Section&nbsp;12, (b) the class or series and form of ownership for such
shares and (c)&nbsp;the number of shares of the Corporation&#146;s capital stock (i)&nbsp;sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, including any short sale, (ii)&nbsp;borrowed by such
stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell, (iii)&nbsp;subject to any option, warrant, forward contract, swap, contract of sale, other derivative
or similar instrument, agreement or arrangement entered into by such stockholder or any of its affiliates, whether any such instrument, agreement or arrangement is to be settled with shares or with cash based on the notional amount or value of
shares of outstanding common stock of the Corporation, in any such case which instrument, agreement or arrangement has, or is intended to have, or if exercised by either party would have, the purpose or effect of (I)&nbsp;reducing in any manner, to
any extent or at any time in the future, such stockholder&#146;s or its affiliates&#146; full right to vote or direct the voting of any such shares and/or (II)&nbsp;hedging, offsetting or altering to any degree any gain or loss realized or
realizable from maintaining the full economic ownership of such shares by such stockholder or its affiliates, (iv)&nbsp;over which such stockholder does not retain the right to instruct how such shares are voted with respect to the election of
directors, (v)&nbsp;over which such stockholder does not possesses the full economic interest, (vi)&nbsp;subject to a loan that does not permit such stockholder to recall such loaned shares on three business days&#146; notice, or (vii)&nbsp;for
which such stockholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is not revocable at any time by such stockholder. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(4) a copy of any Schedule 14N that has been or concurrently is filed with the SEC as required by
Rule <FONT STYLE="white-space:nowrap">14a-18</FONT> under the Exchange Act, as such rule may be amended; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(5) the other information,
representations and agreements that are the same as those that would be required to be set forth in a stockholder&#146;s notice of nomination pursuant to Article I, Section 11(A)(2); </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(6) the consent of each Stockholder Nominee to be named in the Corporation&#146;s proxy materials as a nominee, to serve as a Director if
elected, and to the public disclosure of the information provided pursuant to this Article I, Section&nbsp;12; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(7) a representation that
the Eligible Stockholder (including each group member, in the case of nomination by a group of stockholders): </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) acquired
the Nomination Required Shares in the ordinary course of business and not with the intent to change or influence control of the Corporation, and that neither the Eligible Stockholder nor any Stockholder Nominee being nominated thereby presently has
such intent; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) has not nominated and will not nominate for election to the Board of Directors at the annual meeting of
stockholders any person other than its Stockholder Nominee(s) being nominated pursuant to this Article I, Section&nbsp;12; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) has not engaged and will not engage in, with respect to the applicable annual meeting,<SUP
STYLE="font-size:85%; vertical-align:top"> </SUP>and has not and will not be a &#147;participant&#148; in, another person&#146;s or group&#146;s &#147;solicitation&#148; within the meaning of Rule <FONT STYLE="white-space:nowrap">14a-1(l)</FONT>
under the Exchange Act in support of the election of any individual as a Director at the annual meeting of stockholders, other than its Stockholder Nominee(s) or a nominee of the Board of Directors; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) will not distribute to any stockholder of the Corporation any form of proxy for the annual meeting of stockholders other
than the form distributed by the Corporation; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) has provided and will provide facts, statements and other information in
all communications with the Corporation and its stockholders and beneficial owners, including without limitation the Notice of Proxy Access Nomination and the Statement, that are and 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; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) consents to the public disclosure by the Corporation of the information provided pursuant to this Article I,
Section&nbsp;12; </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-15- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(8) an executed agreement, in a form deemed satisfactory by the Board of Directors, pursuant to
which the Eligible Stockholder agrees to: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) assume all liability stemming from any legal or regulatory violation arising
out of communications with the stockholders of the Corporation by the Eligible Stockholder, its affiliates and associates or their respective agents or representatives, either before or after providing a Notice of Proxy Access Nomination pursuant to
this Article I, Section&nbsp;12, or out of the information that the Eligible Stockholder or its Stockholder Nominee(s) provided to the Corporation pursuant to this Article I, Section&nbsp;12 or otherwise in connection with the inclusion of such
Stockholder Nominee(s) in the Corporation&#146;s proxy materials pursuant to this Article I, Section&nbsp;12; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)
indemnify and hold harmless the Corporation and each of its directors, officers, employees, agents and affiliates individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether
legal, administrative or investigative arising out of or relating to any nomination submitted by the Eligible Stockholder pursuant to this Article I, Section&nbsp;12; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) comply with all applicable laws and regulations with respect to any solicitation, or applicable to the filing and use, if
any, of soliciting material, in connection with the annual meeting of stockholders; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) file with the SEC any
solicitation or other communication with the Corporation&#146;s stockholders relating to the meeting at which the Stockholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or
whether any exemption from filing is available thereunder; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(9) in the case of a nomination by a group of stockholders that together is an
Eligible Stockholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including withdrawal of the nomination; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(10) a letter of resignation signed by each Stockholder Nominee, which letter shall specify that such Stockholder Nominee&#146;s resignation
from the Board of Directors is irrevocable and that it shall become effective upon a determination by the Board of Directors or any committee thereof that (a)&nbsp;any of the information provided to the Corporation by the Eligible Stockholder or any
member of a group of stockholders acting collectively as an Eligible Stockholder (including any beneficial owner on whose behalf the nomination was made) or the Stockholder Nominee in respect of the nomination of such Stockholder Nominee pursuant to
this Article&nbsp;I, Section&nbsp;12 is or was untrue in any material respect (or omitted 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) or
(b)&nbsp;the Eligible Stockholder or any member of a group of stockholders acting collectively as an Eligible Stockholder (including any beneficial owner on whose behalf the nomination was made) or the Stockholder Nominee shall have breached any of
their respective representations, obligations or agreements under this Article I, Section&nbsp;12. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-16- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Corporation may also require each Eligible Stockholder and Stockholder Nominee to furnish
such additional information as may reasonably be necessary to permit the Board of Directors to determine if each Stockholder Nominee is independent under the listing standards of the principal U.S. exchange upon which the common stock of the
Corporation is 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 Corporation&#146;s Directors or as may reasonably be required by the
Corporation to determine that the Eligible Stockholder meets the criteria for qualification as an Eligible Stockholder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(G) <I>Breach and
Duty to Update</I>. In the event that an Eligible Stockholder, or any member of a group acting collectively as an Eligible Stockholder, shall have breached any of their respective representations, obligations or agreements with the Corporation, or
any information included in the Statement or the Notice of Proxy Access Nomination or any other communications by such Eligible Stockholder or member of a group acting collectively as an Eligible Stockholder (including any beneficial owner on whose
behalf the nomination is made) with the Corporation or its stockholders and beneficial owners ceases to be true and correct in all material respects (or omits a material fact necessary to make the statements made, in light of the circumstances under
which they were made, not misleading), each Eligible Stockholder or any member of a group acting collectively as an Eligible Stockholder (including any beneficial owner on whose behalf the nomination is made), as the case may be, shall promptly (and
in any event within 24 hours of discovering such breach or that such information has ceased to be true and correct in all material respects (or omits a material fact necessary to make the statements made, in light of the circumstances under which
they were made, not misleading) notify the Secretary of the Corporation of any such breach, inaccuracy or omission in such previously provided information and shall provide the information that is required to correct any such defect, if applicable.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(H) <I>Disqualification of Stockholder Nominees</I>. The Corporation shall not be required to include, pursuant to this Article I,
Section&nbsp;12, a Stockholder Nominee in the Corporation&#146;s proxy materials for any meeting of stockholders, or, if the proxy statement already has been filed, to allow the nomination of a Stockholder Nominee, notwithstanding that proxies in
respect of such vote may have been received by the Corporation: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(1) for which the Secretary of the Corporation receives a notice that a
stockholder has nominated a person for election to the Board of Directors pursuant to the advance notice requirements for stockholder nominees for Director set forth in this Article I, Section&nbsp;11; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) if the Eligible Stockholder who has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been or is a
&#147;participant&#148; in, another person&#146;s &#147;solicitation&#148; within the meaning of Rule <FONT STYLE="white-space:nowrap">14a-1(l)</FONT> under the Exchange Act in support of the election of any individual as a Director at the annual
meeting of stockholders other than its Stockholder Nominee(s) or a nominee of the Board of Directors; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(3) if such Stockholder Nominee is
not independent under the listing standards of the principal U.S. exchange upon which the common stock of the Corporation is </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-17- </P>


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listed, any applicable rules of the SEC and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the Corporation&#146;s directors,
including those applicable to a director&#146;s service on any of the committees of the Board of Directors, in each case as determined by the Board of Directors in its sole discretion; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(4) if the election of such Stockholder Nominee as a member of the Board of Directors would cause the Corporation to be in violation of these <FONT
STYLE="white-space:nowrap">By-Laws,</FONT> the Certificate of Incorporation, the listing standards of the principal U.S. exchange upon which the common stock of the Corporation is listed, or any applicable state or federal law, rule or regulation or
standards of the Corporation applicable to directors, in each case as determined by the Board of Directors in its sole discretion; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(5) if
such Stockholder Nominee is or has been, within the past three years, an officer or director of a competitor, as defined in Section&nbsp;8 of the Clayton Antitrust Act of 1914, as amended, of the Corporation or its subsidiaries, or is a
representative of an entity that has or has had a representative functioning as such an officer or director during such period; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(6) if
such Stockholder Nominee 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; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(7) if such Stockholder Nominee is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities
Act of 1933, as amended; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(8) if such Stockholder Nominee or the applicable Eligible Stockholder shall have provided information to the
Corporation in respect to 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, as
determined by the Board of Directors or any committee thereof, in each case, in its sole discretion; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(9) if the Eligible Stockholder who
has nominated such Stockholder Nominee or such Stockholder Nominee otherwise contravenes any of the agreements or representations made by such Eligible Stockholder or Stockholder Nominee or fails to comply with its obligations pursuant to this
Article I, Section&nbsp;12; or </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(10) whose business or personal interests place such Stockholder Nominee in a conflict of interest with
the Corporation or any of its subsidiaries, as determined by the Board of Directors in its sole discretion. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For the purpose of this
Article I, Section 12(H), clauses (2)&nbsp;through (10) will result in the exclusion from the Corporation&#146;s proxy materials pursuant to this Article I, Section&nbsp;12 of the specific Stockholder Nominee(s) to whom the ineligibility applies,
or, if the Corporation&#146;s proxy statement already has been filed, the ineligibility of the Stockholder Nominee(s) and the inability of the Eligible Stockholder that nominated any such Stockholder Nominee to substitute another Stockholder Nominee
therefor; however, clause&nbsp;(1) will result in the exclusion from the proxy materials pursuant to this Article I, Section&nbsp;12 of all Stockholder </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-18- </P>


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Nominees from such Eligible Stockholder for the applicable annual meeting, or, if the Corporation&#146;s proxy statement already has been filed, the ineligibility of all Stockholder Nominees.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(I) <I>General</I>. Notwithstanding the foregoing provisions of this Article I, Section&nbsp;12, unless otherwise required by law: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(1) if the Stockholder Nominee(s) and/or the applicable Eligible Stockholder shall have breached its or their obligations under this Article
I, Section&nbsp;12, as determined by the Board of Directors or the chairperson of the meeting of stockholders, in each case, in its, his or her sole discretion, such nomination shall, without further action, be disregarded, notwithstanding that
proxies in respect of such vote may have been received by the Corporation; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) the Corporation may omit from its proxy materials any
information, including all or any portion of the Nomination Statement, if the Board of Directors determines that the disclosure of such information would violate any applicable law or regulation or that such information is not true and correct in
all material respects or omits 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; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(3) 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 Article I, Section&nbsp;12 and to make any and all determinations necessary or advisable to apply this Article I, Section&nbsp;12 to any persons, facts or circumstances. 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 its stockholders of record and beneficial owners). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(J) <I>Exclusive Method</I>. This Article I, Section&nbsp;12 shall be the exclusive method for stockholders to include nominees for election
to the Board of Directors in the Corporation&#146;s proxy materials. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE II. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BOARD OF DIRECTORS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <U>Number, Election, Quorum</U>.&nbsp;The Board of Directors of the Corporation shall consist of such number of directors, not
less than three, as shall from time to time be fixed exclusively by resolution of the Board of Directors.&nbsp;A nominee for director shall (except as hereinafter provided for the filling of vacancies and newly created directorships) be elected to
the Board of Directors if the votes cast &#147;for&#148; such nominee&#146;s election exceed the votes cast as &#147;against&#148; such nominee&#146;s election; provided, however, that directors shall be elected by a plurality of the votes cast at
any meeting of stockholders for which (i)&nbsp;the Secretary receives a notice (which purports to be in compliance with the notice procedures set forth in Article&nbsp;I, Section&nbsp;11 of these <FONT STYLE="white-space:nowrap">By-Laws,</FONT>
irrespective of whether the Board of Directors thereafter </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-19- </P>


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determines that such notice is not in compliance with such procedures) that a stockholder has nominated a person for election to the Board of Directors and (ii)&nbsp;such nomination has not been
withdrawn by such stockholder on or before the 14<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day before the Corporation first mails to the stockholders its notice of meeting for such meeting.&nbsp;A majority of the total number of
directors then in office (but not less than <FONT STYLE="white-space:nowrap">one-third</FONT> of the number of directors constituting the entire Board of Directors) shall constitute a quorum for the transaction of business and, except as otherwise
provided by law or by the Certificate of Incorporation, the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.&nbsp;Directors need not be stockholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>Term Limits</U>. The Board of Directors will not nominate for <FONT STYLE="white-space:nowrap">re-election</FONT> any <FONT
STYLE="white-space:nowrap">non-management</FONT> director if that director has completed 12 years of service as an Independent Member (as defined below) of the Board of Directors on or prior to the date of election to which such nomination relates.
The restriction in the immediately preceding sentence shall not apply until December&nbsp;17, 2020 for any person who is a director as of December&nbsp;17, 2015. For purposes of this Section&nbsp;2 and the immediately following Section&nbsp;3,
&#147;<B>Independent Member</B>&#148; means a member of the Board of Directors that meets the criteria for independence required by the New York Stock Exchange or such other exchange upon which the Corporation&#146;s securities are publicly traded
from time to time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>Chair of the Board of Directors</U>. The Board of Directors, after each annual meeting of the
stockholders, shall elect a Chair of the Board of Directors who shall be an Independent Member (as defined above) of the Board of Directors.&nbsp;The Chair of the Board of Directors shall hold office until his or her successor is elected by the
Board of Directors, or until his or her earlier resignation or removal. The Chair of the Board of Directors may be removed as Chair at any time with or without cause by the majority vote of the Board of Directors. The Board of Directors shall fill
any vacancy in the position of Chair of the Board of Directors at such time and in such manner as the Board of Directors shall determine. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <U>Newly-Created Directorships and Vacancies</U>.&nbsp;Unless otherwise required by law and subject to Section&nbsp;6 of this
Article&nbsp;II, newly created directorships in the Board of Directors that result from an increase in the number of directors and any vacancy occurring in the Board of Directors may be filled only by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director; and the directors so chosen shall hold office for a term as set forth in the Certificate of Incorporation.&nbsp;If any applicable provision of the General Corporation Law of the State of
Delaware expressly confers power on stockholders to fill such a directorship at a special meeting of stockholders, such a directorship may be filled at such a meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <U>Meetings</U>.&nbsp;Meetings of the Board of Directors shall be held at such place within or without the State of Delaware
as may from time to time be fixed by resolution of the Board of Directors or as may be specified in the notice of any meeting.&nbsp;Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by
resolution of the Board of Directors and special meetings may be held at any time upon the call of the Chair of the Board of Directors or the Chief Executive Officer, by oral, or written notice including, telegraph, telex or transmission of a
telecopy, <FONT STYLE="white-space:nowrap">e-mail</FONT> or other means of transmission, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-20- </P>


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duly served on or sent or mailed to each director to such director&#146;s address or telecopy number as shown on the books of the Corporation not less than one day before the meeting.&nbsp;The
notice of any meeting need not specify the purposes thereof.&nbsp;A meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders at the same place at which such meeting is held.&nbsp;Notice need
not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors.&nbsp;Notice of any meeting need not be given to any director who shall attend such meeting in person (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 because the meeting is not lawfully called or convened), or who shall waive notice thereof, before or after such meeting, in
writing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <U>Election of Directors by Holders of Preferred Stock</U>.&nbsp;Notwithstanding the foregoing, whenever the
holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal, and other
features of such directorships shall be governed by the terms of the Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) applicable thereto.&nbsp;The number of directors that may be
elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed by or pursuant to these <FONT STYLE="white-space:nowrap">By-Laws.&nbsp;Except</FONT> as otherwise expressly provided in the terms of such series,
the number of directors that may be so elected by the holders of any such series of stock shall be elected for terms expiring at the next annual meeting of stockholders, and vacancies among directors so elected by the separate vote of the holders of
any such series of Preferred Stock shall be filled by the affirmative vote of a majority of the remaining directors elected by such series, or, if there are no such remaining directors, by the holders of such series in the same manner in which such
series initially elected a director. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7. <U>Election of Directors by Multiples Classes or Series</U><U></U><U>&nbsp;of
Stock</U>.&nbsp;If at any meeting for the election of directors, the Corporation has outstanding more than one class of stock, and one or more such classes or series thereof are entitled to vote separately as a class, and there shall be a quorum of
only one such class or series of stock, that class or series of stock shall be entitled to elect its quota of directors notwithstanding absence of a quorum of the other class or series of stock. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;8. <U>Executive Committee</U>.&nbsp;The Board of Directors may designate three or more directors to constitute an executive
committee to serve at the pleasure of the Board of Directors, one of whom shall be designated chair of such committee.&nbsp;The members of such committee shall be comprised of such members of the Board of Directors as the Board of Directors shall
from time to time establish.&nbsp;Any vacancy occurring in the committee shall be filled by the Board of Directors.&nbsp;Regular meetings of the committee shall be held at such times and on such notice and at such places as it may from time to time
determine.&nbsp;The committee shall act, advise with and aid the officers of the Corporation in all matters concerning its interest and the management of its business, and shall generally perform such duties and exercise such powers as may from time
to time be delegated to it by the Board of Directors.&nbsp;The committee shall have power to authorize the seal of the Corporation to be affixed to all papers which are required by the General Corporation Law of the State of Delaware to have the
seal affixed thereto. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The executive committee shall keep regular minutes of its transactions and shall cause them to be
recorded in a book kept in the office of the Corporation designated for that purpose, and shall report the same to the Board of Directors at their regular meeting.&nbsp;The committee shall make and adopt its own rules&nbsp;for the government thereof
and shall elect its own officers. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;9. <U>Other Committees</U>.&nbsp;The Board of Directors may from time to time establish
such other committees to serve at the pleasure of the Board of Directors (including, without limitation, an audit committee (or audit and finance committee), a compensation committee and a corporate governance and nominating committee) which shall
be comprised of such members of the Board of Directors and have such duties as the Board of Directors shall from time to time establish.&nbsp;Any director may belong to any number of committees of the Board of Directors.&nbsp;The Board of Directors
may also establish such other committees with such members (whether or not directors) and such duties as the Board of Directors may from time to time determine. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;10. <U>Action by Unanimous Written Consent in Lieu of a Meeting</U>.&nbsp;Unless otherwise restricted by the Certificate of
Incorporation or these <FONT STYLE="white-space:nowrap">By-Laws,</FONT> 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 members of the Board of
Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;11. <U>Remote Participation</U>.&nbsp;The members of the Board of Directors or any committee thereof may participate in a meeting
of such Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant
to this subsection shall constitute presence in person at such a meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;12. <U>Compensation</U>.&nbsp;The Board of
Directors may establish policies for the compensation of directors and for the reimbursement of the expenses of directors, in each case, in connection with services provided by directors to the Corporation. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE III. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OFFICERS
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <U>Election</U>.&nbsp;The Board of Directors, after each annual meeting of the stockholders, shall elect officers of
the Corporation, including a Chief Executive Officer, a President and a Secretary.&nbsp;The Board of Directors may also from time to time elect such other officers (including one or more Vice Presidents, a Treasurer, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers or one or more Vice Chairs of the Board) as it may deem proper or may delegate to any elected officer of the Corporation the power to appoint and remove any such other
officers and to prescribe their </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-22- </P>


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respective terms of office, authorities and duties.&nbsp;Any Vice President may be designated Executive, Senior or Corporate, or may be given such other designation or combination of designations
as the Board of Directors may determine.&nbsp;Any two or more offices may be held by the same person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2.
<U>Terms</U>.&nbsp;All officers of the Corporation elected by the Board of Directors shall hold office for such term as may be determined by the Board of Directors or until their respective successors are chosen and qualified.&nbsp;Any officer may
be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board of Directors then in office, or, in the case of appointed officers, by any elected officer upon whom such power of
removal shall have been conferred by the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>Powers and Duties</U>.&nbsp;Each of the officers of the
Corporation elected by the Board of Directors or appointed by an officer in accordance with these <FONT STYLE="white-space:nowrap">By-laws</FONT> shall have the powers and duties prescribed by law, by these
<FONT STYLE="white-space:nowrap">By-Laws</FONT> or by the Board of Directors and, in the case of appointed officers, the powers and duties prescribed by the appointing officer, and, unless otherwise prescribed by these
<FONT STYLE="white-space:nowrap">By-Laws</FONT> or by the Board of Directors or such appointing officer, shall have such further powers and duties as ordinarily pertain to that office. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <U>Delegation</U>.&nbsp;Unless otherwise provided in these <FONT STYLE="white-space:nowrap">By-Laws,</FONT> in the absence or
disability of any officer of the Corporation, the Board of Directors may, during such period, delegate such officer&#146;s powers and duties to any other officer or to any director and the person to whom such powers and duties are delegated shall,
for the time being, hold such office. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IV. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CERTIFICATES OF STOCK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <U>Form</U>.&nbsp;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 or all classes or series of the Corporation&#146;s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation.&nbsp;Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the Corporation by the Chair of the Board of Directors, or the President or a Vice President, and by the Treasurer or the Secretary of the Corporation, or as otherwise permitted by law,
representing the number of shares registered in certificate form.&nbsp;Any or all the signatures on the certificate may be a facsimile. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>Transfers</U>.&nbsp;Transfers of stock shall be made on the books of the Corporation by the holder of the shares in person
or by such holder&#146;s attorney upon surrender and cancellation of certificates for a like number of shares, or as otherwise provided by law with respect to uncertificated shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-23- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>Loss, Stolen or Destroyed Certificates</U>.&nbsp;No certificate for shares of
stock in the Corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of such evidence of such loss, theft or destruction and upon delivery to the Corporation of a bond of
indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors in its discretion may require. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE
V. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CORPORATE BOOKS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The books of the Corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to
time determine. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VI. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CHECKS, NOTES, PROXIES, ETC. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">All checks and drafts on the Corporation&#146;s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations
and other instruments for the payment of money, shall be signed by such officer or officers or agent or agents as shall be authorized from time to time by the Board of Directors.&nbsp;Proxies to vote and consents with respect to securities of other
corporations owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by the Chair of the Board of Directors, the Chief Executive Officer or President, or by such officers as
the Board of Directors may from time to time determine. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VII. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>FISCAL YEAR </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The fiscal
year of the Corporation shall begin on the first day of January&nbsp;in each year and shall end on the thirty-first day of December&nbsp;following. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VIII. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CORPORATE SEAL </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The
corporate seal shall have inscribed thereon the name of the Corporation.&nbsp;In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or
reproduced. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-24- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IX. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXCLUSIVE FORUM </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Unless
the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i)&nbsp;any derivative action
or proceeding brought on behalf of the Corporation, (ii)&nbsp;any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation&#146;s
stockholders, (iii)&nbsp;any action arising pursuant to any provision of the General Corporation Law of the State of Delaware or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the
State of Delaware, or (iv)&nbsp;any action asserting a claim governed by the internal affairs doctrine. 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 Article IX. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE X. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AMENDMENTS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">These <FONT
STYLE="white-space:nowrap">By-Laws</FONT> may be amended, added to, rescinded or repealed at any meeting of the Board of Directors or of the stockholders, <I>provided</I> notice of the proposed change was given in the notice of the meeting of the
stockholders or, in the case of a meeting of the Board of Directors, in a notice given not less than two days prior to the meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">***
</P>
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