<SEC-DOCUMENT>0001193125-16-426638.txt : 20160111
<SEC-HEADER>0001193125-16-426638.hdr.sgml : 20160111
<ACCEPTANCE-DATETIME>20160111170135
ACCESSION NUMBER:		0001193125-16-426638
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20160108
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20160111
DATE AS OF CHANGE:		20160111

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CORRECTIONS CORP OF AMERICA
		CENTRAL INDEX KEY:			0001070985
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				621763875
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-16109
		FILM NUMBER:		161336928

	BUSINESS ADDRESS:	
		STREET 1:		10 BURTON HILLS BLVD
		STREET 2:		N/A
		CITY:			NASHVILLE
		STATE:			TN
		ZIP:			37215
		BUSINESS PHONE:		6152633000

	MAIL ADDRESS:	
		STREET 1:		10 BURTON HILLS BOULEVARD
		STREET 2:		N/A
		CITY:			NASHVILLE
		STATE:			TN
		ZIP:			37215

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PRISON REALTY TRUST INC
		DATE OF NAME CHANGE:	19990517

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PRISON REALTY CORP
		DATE OF NAME CHANGE:	19980924
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d110816d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 8-K</TITLE>
</HEAD>
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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&nbsp;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, 2016 (January 8, 2016) </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>Corrections Corporation of America </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>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


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<TD VALIGN="top" ALIGN="center"><B>Maryland</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>001-16109</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>62-1763875</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>(I.R.S. 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>10 Burton Hills Boulevard, </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Nashville, Tennessee 37215 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Address of principal executive offices) (Zip Code) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(615) 263-3000 </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 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (<I>see </I>General Instruction A.2. below): </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"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></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"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </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"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </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"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </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"><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">Effective January 8, 2016, the Board of Directors (the &#147;Board&#148;) of Corrections Corporation of America, a Maryland corporation (the
&#147;Company&#148;) amended and restated the Company&#146;s Bylaws (the &#147;Amended and Restated Bylaws&#148;) to implement provisions relating to proxy access. Article II, Section&nbsp;12(b) of the Amended and Restated Bylaws permits a
stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company&#146;s outstanding common stock continuously for at least three years to nominate and include in the Company&#146;s proxy materials directors constituting up to 25%
of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in Article II, Section&nbsp;12(b). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Amended and
Restated Bylaws also made certain clarifying and non-substantive changes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This description of the Amended and Restated Bylaws is qualified in its
entirety by reference to the text of the Amended and Restated Bylaws filed as Exhibit 3.1 to this Report. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;9.01. Financial Statements and
Exhibits. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>(d) Exhibits. </I></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD WIDTH="94%"></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">Corrections Corporation of America Seventh Amended and Restated Bylaws</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, 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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<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">January&nbsp;11, 2016</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3">CORRECTIONS CORPORATION OF AMERICA</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></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">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/ David M. Garfinkle</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></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"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">David M. Garfinkle</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"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Executive Vice President and Chief Financial Officer</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>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="border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP> <P STYLE="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 VALIGN="top" NOWRAP>3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Corrections Corporation of America Seventh Amended and Restated Bylaws</TD></TR>
</TABLE>
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<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>d110816dex31.htm
<DESCRIPTION>EX-3.1
<TEXT>
<HTML><HEAD>
<TITLE>EX-3.1</TITLE>
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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><U>CORRECTIONS CORPORATION OF AMERICA </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>SEVENTH AMENDED AND RESTATED BYLAWS </U></B></P>
<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:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OFFICES AND
FISCAL AND TAXABLE YEARS </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>PRINCIPAL OFFICE</U>. The principal office of Corrections Corporation of America (the
&#147;Corporation&#148;) shall be located at such place or places as the Board of Directors may designate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>ADDITIONAL
OFFICES</U>. The Corporation may have additional offices at such places as the Board of Directors may from time to time determine or the business of the Corporation may require. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>FISCAL AND TAXABLE YEARS</U>. The fiscal and taxable years of the Corporation shall begin on January&nbsp;1 and end on
December&nbsp;31. </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:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MEETINGS OF 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>PLACE</U>. All meetings of stockholders shall be held at the principal office of the Corporation or at such other place
within the United States as shall be stated in the notice of the meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>ANNUAL MEETING</U>. An annual meeting of the
stockholders for the election of Directors and the transaction of any business within the powers of the Corporation shall be held during the month of May of each year at a convenient location and on proper notice, on a date at the time set by the
Board of Directors. Failure to hold an annual meeting does not invalidate the Corporation&#146;s existence or affect any otherwise valid acts 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;3. <U>NOTICE</U>. Not less than ten (10)&nbsp;nor more than ninety (90)&nbsp;days before each meeting of stockholders, the
Secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting written or printed notice stating the time and place of the meeting and, in the case of a
special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail or by presenting it to such stockholder personally or by leaving it at his residence or usual place of business. If mailed,
such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at his post office address as it appears on the records of the Corporation, with postage thereon prepaid. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <U>SCOPE OF NOTICE</U>. Any business of the Corporation may be transacted at an annual meeting of stockholders without being
specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. </P>

<p Style='page-break-before:always'>
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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;5. <U>ORGANIZATION</U>. At every meeting of the stockholders, the Chairman of the
Board, if there be one, shall conduct the meeting or, in the case of vacancy in office or absence of the Chairman of the Board, one of the following officers present shall conduct the meeting in the order stated: the Vice Chairman of the Board, if
there be one, the President, the Vice Presidents in their order of rank and seniority and the Secretary, or, in his absence, an assistant secretary, or in the absence of both the Secretary and assistant secretaries, a person appointed by the
Chairman shall act as Secretary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <U>QUORUM</U>. At any meeting of stockholders, the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting shall constitute a quorum; but this Section shall not affect any requirement under any statute or the Charter for the vote necessary for the adoption of
any measure. If, however, such quorum shall not be present at any meeting of the stockholders, the stockholders entitled to vote at such meeting, present in person or by proxy, shall have the power to adjourn the meeting from time to time to a date
not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting
as originally notified. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7. <U>SPECIAL MEETINGS</U>. The President, Chairman of the Board, a majority of the Board of
Directors or a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or these Bylaws, include the power to call such
meetings, may call special meetings of the stockholders. The Secretary of the Corporation shall call a special meeting of the stockholders on the written request of stockholders entitled to cast at least a majority of all the votes entitled to be
cast 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;8. <U>VOTING</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>General</U>. Unless otherwise provided in the Charter, each outstanding share of stock, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of stockholders. All elections of directors shall be decided by the vote described in Article II, Section&nbsp;8(b) of these Bylaws and, except as otherwise required by law or the Charter or these
Bylaws, all other matters shall be decided by the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on such matter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <U>Director Elections</U>. A nominee for Director shall be elected to the Board of Directors if the total votes cast &#147;for&#148; such
nominee&#146;s election exceed the votes cast &#147;against&#148; such nominee&#146;s election at any meeting for the election of directors at which at a quorum is present (with &#147;abstentions&#148; and &#147;broker non-votes&#148; not counted as
votes cast either for or against such election); provided, however, that a nominee for Director shall be elected to the Board of Directors by a plurality of the votes cast at any meeting of stockholders duly called and at which a quorum is present
for which (i)&nbsp;the Secretary of the Corporation receives notice that a stockholder has nominated an individual for election as a Director in compliance with the advance notice requirements for stockholder nominees for Director set forth in these
Bylaws, and (ii)&nbsp;such nomination has not been withdrawn by such stockholder on or prior to the tenth day </P>
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preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders (any such election, a &#147;Contested Election&#148;). Stockholders are not entitled to
cumulative voting in the election of directors. The Board of Directors has established procedures pursuant to which any director nominee who fails to receive a majority of the votes cast as set forth in this Article II, Section&nbsp;8(b) will tender
his or her resignation to the Board of Directors. The Board of Directors (or a committee thereof) will act upon a tendered resignation and will publicly disclose (by a press release, a filing with the Securities and Exchange Commission
(&#147;SEC&#148;) or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of certification of the election results. If a Director&#146;s
resignation is accepted by the Board of Directors pursuant to this Article II, Section&nbsp;8(b), or if a nominee for Director is not elected and the nominee is not an incumbent director, the Board of Directors may fill the resulting vacancy or
decrease the size of the Board of Directors pursuant to the provisions of Article III, Section&nbsp;9 and Section&nbsp;14 of these Bylaws and, as applicable, the Charter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;9. <U>PROXIES</U>. A stockholder may vote the shares of stock owned of record by him, either in person or by proxy appointed by
an instrument in writing subscribed by such stockholder and bearing a date not more than three (3)&nbsp;years prior to said meeting, unless such instrument provides for a longer period. Such proxy shall be filed with the Secretary of the Corporation
before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;10. <U>VOTING OF SHARES OF STOCK BY CERTAIN HOLDERS</U>. Shares of stock of the Corporation registered in the name of a
corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or director thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless
some other person who has been appointed to vote such shares of stock pursuant to a bylaw or a resolution of the governing board of such corporation or other entity or agreement of the partners of the partnership presents a certified copy of such
bylaw, resolution or agreement, in which case such person may vote such shares of stock. Any fiduciary may vote shares of stock registered in his name as such fiduciary, either in person or by proxy. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of
stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock
transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors consider necessary or desirable. On receipt of such certification, the person
specified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified shares of stock in place of the stockholder who makes the certification. </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">3 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Title 3, Subtitle 7 of the Maryland General Corporation Law (the &#147;MGCL&#148;), or any
successor statute, shall not apply to any acquisition by any person of shares of stock 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;11.
<U>INSPECTORS</U>. At any meeting of stockholders, the chairman of the meeting may, or upon the request of any stockholder shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of
shares of stock represented at the meeting based upon their determination of the validity and effect of proxies, count all votes, report the results and perform such other acts as are proper to conduct the election and voting with impartiality and
fairness to all the stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each report of an inspector shall be in writing and signed by him or by a majority of them if there is
more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares of stock represented at the
meeting and the results of the voting shall be prima facie evidence thereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;12. NOMINATIONS AND STOCKHOLDER BUSINESS. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <U>Annual Meetings of Stockholders</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be
made at an annual meeting of stockholders: (i)&nbsp;pursuant to the Corporation&#146;s notice of meeting; (ii)&nbsp;by or at the direction of the Board of Directors (such nominee, a &#147;Board Nominee&#148;); or (iii)&nbsp;by any stockholder (such
nominee, a &#147;Stockholder Nominee&#148;) of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Section&nbsp;12(a), who is entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section&nbsp;12(a). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; 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&nbsp;(iii)&nbsp;of paragraph (a)(1) of this Section&nbsp;12, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. 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 60 days nor more than 90 days prior to the first anniversary of the preceding year&#146;s annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th 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. Such stockholder&#146;s notice shall set forth:
(i)&nbsp;as to each Stockholder Nominee all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;) (including such person&#146;s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); (ii)&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 reasons for conducting such business at the meeting </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">4 </P>


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and any material interest in such business of such stockholder and of the beneficial owner, if any, on whose behalf the proposal is made; and (iii)&nbsp;as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (y)&nbsp;the name and address of such stockholder, as they appear on the Corporation&#146;s books, and of such beneficial owner and (z)&nbsp;the number of each
class of shares of stock of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3)
Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section&nbsp;12 to the contrary, in the event that the number of Directors to be elected to the Board of Directors is increased and there is no public announcement naming
all of the nominees for Director or specifying the size of the increased Board of Directors made by the Corporation at least 70 days prior to the first anniversary of the preceding year&#146;s annual meeting, a stockholder&#146;s notice required by
this Section&nbsp;12(a)&nbsp;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)
<U>Proxy Access</U>. The Corporation shall include in its proxy statement for any annual meeting of stockholders the name, together with the Required Information (defined below), of any Stockholder Nominee identified in a timely notice that
satisfies Section&nbsp;12(a) of this Article II delivered by one or more stockholders who at the time the request is delivered satisfy, or are acting on behalf of persons who satisfy the ownership and other requirements of both Sections 12(a) and
12(b) of this Article II (such stockholder or stockholders, and any person on whose behalf they are acting, the &#147;Eligible Stockholder&#148;), and who expressly elects at the time of providing the notice required by this Article II to have its
nominee included in the Corporation&#146;s proxy materials pursuant to this Article II Section&nbsp;12(b). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) For purposes of this
Article II, Section&nbsp;12(b), the &#147;Required Information&#148; that the Corporation will include in its proxy statement is (i)&nbsp;the information concerning the Stockholder Nominee and the Eligible Stockholder that, as determined by the
Corporation, is required to be disclosed in a proxy statement filed pursuant to the proxy rules of the SEC, and (ii)&nbsp;if the Eligible Stockholder so elects, a Statement (defined below). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) The Corporation shall not be required to include a Stockholder Nominee in its proxy materials for any meeting of stockholders for which
(i)&nbsp;the Secretary receives a notice that the Eligible Stockholder has nominated a person for election to the Board of Directors pursuant to the notice requirements set forth in Article II Section&nbsp;12(a) and (ii)&nbsp;the Eligible
Stockholder does not expressly elect at the time of providing the notice to have its nominee included in the Corporation&#146;s proxy materials pursuant to this Article II, Section&nbsp;12(b). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) The number of Stockholder Nominees (including Stockholder Nominees that were submitted by an Eligible Stockholder for inclusion in the
Corporation&#146;s proxy materials pursuant to this Article II Section&nbsp;12(b) but either are subsequently withdrawn or that the Board of Directors decides to nominate as Board Nominees) appearing in the Corporation&#146;s proxy materials with
respect to a meeting of stockholders shall not exceed twenty-five percent (25%)&nbsp;of the number of directors in office as of the last day on which notice of a nomination may be </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">5 </P>


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delivered pursuant to Article II Section&nbsp;12(a) (the &#147;Final Proxy Access Nomination Date&#148;), or if such amount is not a whole number, the closest whole number below twenty-five
percent (25%), but not less than two (2). In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Article II Section&nbsp;12(b) exceeds this maximum number, each Eligible Stockholder shall select one
Stockholder Nominee for inclusion in the Corporation&#146;s proxy materials until the maximum number is reached, going in the order of the amount (largest to smallest) of shares of the Corporation&#146;s capital stock each Eligible Stockholder
disclosed as owned in the written notice of the nomination submitted to the Corporation, unless such disclosure was overstated as determined by the Corporation in good faith, in which case the lower amount shall be used.&nbsp;If the maximum number
is not reached after each Eligible Stockholder has selected one Stockholder Nominee, this selection process shall continue as many times as necessary, following the same order each time, until the maximum number is reached. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(4) An Eligible Stockholder must have owned (as defined below) three percent (3%)&nbsp;or more of the Corporation&#146;s outstanding capital
stock continuously for at least three (3)&nbsp;years (the &#147;Required Shares&#148;) as of both the date the written notice of the nomination is delivered to or mailed and received by the Corporation in accordance with Article II
Section&nbsp;12(b) and the record date for determining stockholders entitled to vote at the meeting and must continue to own the Required Shares through the meeting date.&nbsp;For purposes of satisfying the foregoing ownership requirement under this
Section&nbsp;12(a), (i)&nbsp;the shares of common stock owned by one or more stockholders, or by the person or persons who own shares of the Corporation&#146;s common stock and on whose behalf any stockholder is acting, may be aggregated, provided
that the number of stockholders and other persons whose ownership of shares is aggregated for such purpose shall not exceed twenty (20), and (ii)&nbsp;a group of funds under common management and investment control shall be treated as one
stockholder or person for this purpose. Within the time period specified in Article II Section&nbsp;12(a) for providing notice of a nomination, an Eligible Stockholder must provide the following information in writing to the Secretary (in addition
to the information required to be provided by Article II Section&nbsp;12(a)): (i)&nbsp;one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the
requisite three-year holding period) verifying that, as of a date within seven calendar days prior to the date the written notice of the nomination is delivered to or mailed and received by the Corporation, the Eligible Stockholder owns, and has
owned continuously for the preceding three (3)&nbsp;years, the Required Shares, and the Eligible Stockholder&#146;s agreement to provide, within five business days after the record date for the meeting, written statements from the record holder and
intermediaries verifying the Eligible Stockholder&#146;s continuous ownership of the Required Shares through the record date, (ii)&nbsp;the written consent of each Stockholder Nominee to be named in the proxy statement as a nominee and to serving as
a director if elected, (iii)&nbsp;a copy of the Schedule 14N that has been filed with the SEC as required by Rule 14a-18 under the Exchange Act, as may be amended, (iv)&nbsp;a representation that the Eligible Stockholder (including each member of
any group of stockholders that together is an Eligible Stockholder hereunder) (A)&nbsp;acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently
have such intent, (B)&nbsp;has not nominated and will not nominate for election to the Board of Directors at the meeting any person other than the Stockholder Nominee(s) being nominated pursuant to this Article II Section&nbsp;12(b), (C)&nbsp;has
not engaged and will not engage in, and has not and will not be, a &#147;participant&#148; in another person&#146;s </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">6 </P>


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&#147;solicitation&#148; within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Stockholder Nominee or
a Board Nominee, (D)&nbsp;will not distribute to any stockholder any form of proxy for the meeting other than the form distributed by the Corporation, (E)&nbsp;intends to continue to own the Required Shares through the date of the meeting, and
(F)&nbsp;will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact
necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and (v)&nbsp;an undertaking that the Eligible Stockholder agrees to (A)&nbsp;assume all liability stemming from any legal or
regulatory violation arising out of the Eligible Stockholder&#146;s communications with the Corporation&#146;s stockholders or out of the information that the Eligible Stockholder provided to the Corporation, (B)&nbsp;indemnify and hold harmless the
Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the
Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this Article II Section&nbsp;12(b), (C)&nbsp;file with the SEC all soliciting and other materials as required
under paragraph 9 of Section&nbsp;12(b) of this Article II, and (D)&nbsp;comply with all other applicable laws, rules, regulations and listing standards with respect to any solicitation in connection with the meeting. The inspector of elections
shall not give effect to the Eligible Stockholder&#146;s votes with respect to the election of directors if the Eligible Stockholder does not comply with each of the representations in clause&nbsp;(iv) above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(5) For purposes of this Article II Section&nbsp;12(b), an Eligible Stockholder shall be deemed to &#147;own&#148; only those outstanding
shares of the Corporation&#146;s capital stock as to which the stockholder possesses both (i)&nbsp;the full voting and investment rights pertaining to the shares and (ii)&nbsp;the full economic interest in (including the opportunity for profit and
risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i)&nbsp;and (ii)&nbsp;shall not include any shares (x)&nbsp;sold by such stockholder or any of its affiliates in any transaction that has not
been settled or closed, (y)&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 (z)&nbsp;subject to any option, warrant, forward
contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or
value of outstanding shares of the Corporation&#146;s capital stock, 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 stockholder&#146;s or 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 gain or loss arising from the full economic ownership of such shares by such
stockholder or affiliate. A stockholder shall &#147;own&#148; shares held in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of directors and
possesses the full economic interest in the shares. A stockholder&#146;s ownership of shares shall be deemed to continue during any period in which the stockholder has delegated any voting power by means of a proxy, power of attorney or other
instrument or arrangement that is revocable at any time by the stockholder. A person&#146;s ownership of shares shall be deemed to continue during any period in which (i)&nbsp;the person has </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">7 </P>


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loaned such shares, provided that the person has the power to recall such loaned shares on three (3)&nbsp;business days&#146; notice; or (ii)&nbsp;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 person. Whether outstanding shares of the Corporation&#146;s capital stock are &#147;owned&#148; for these purposes shall be determined by
the Board of Directors, which determination shall be conclusive and binding on the Corporation and its stockholders. For purposes of this Article II Section&nbsp;12(b), the term &#147;affiliate&#148; shall have the meaning ascribed thereto in the
regulations promulgated under the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(6) The Eligible Stockholder may provide to the Secretary, within the time period
specified in Article II Section&nbsp;12(a) for providing notice of a nomination, a written statement for inclusion in the Corporation&#146;s proxy statement for the meeting, not to exceed 500 words, in support of the Stockholder Nominee&#146;s
candidacy (the &#147;Statement&#148;).&nbsp;Notwithstanding anything to the contrary contained in this Article II, the Corporation may omit from its proxy materials any information or Statement that it believes would violate any applicable law,
rule, regulation or listing standard. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(7) The Corporation shall not be required to include, pursuant to this Article II
Section&nbsp;12(b), a Stockholder Nominee in its proxy materials (i)&nbsp;for any meeting for which the Secretary receives a notice that the Eligible Stockholder or any other stockholder has nominated a Stockholder Nominee for election to the board
of directors pursuant to the requirements of Article II Section&nbsp;12(a) and does not expressly elect at the time of providing the notice to have its nominee included in the Corporation&#146;s proxy materials pursuant to this Article II
Section&nbsp;12(d), (ii)&nbsp;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 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Stockholder Nominee(s) or a Board Nominee, (iii)&nbsp;who is not independent, as determined by the Board of
Directors, under applicable listing standards, any applicable rules of the SEC and any publicly disclosed standards used by the Board of Directors in determining the independence of the Corporation&#146;s directors, (iv)&nbsp;whose election as a
member of the Board of Directors would cause the Corporation to be in violation of these Bylaws, the Corporation&#146;s certificate of incorporation, the listing standards of the principal exchange upon which the Corporation&#146;s capital stock is
traded, or any applicable state or federal law, rule or regulation, (v)&nbsp;who is or has been, within the past three (3)&nbsp;years, an officer or director of a competitor, as defined in Section&nbsp;8 of the Clayton Antitrust Act of 1914,
(vi)&nbsp;who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten years, (vii)&nbsp;who 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, (viii)&nbsp;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 (ix)&nbsp;if the Eligible Stockholder or applicable 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 II. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(8) Notwithstanding anything to the contrary set forth herein, the Board of Directors or the person
presiding at the meeting shall declare a nomination by an Eligible </P>
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Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if (i)&nbsp;the Stockholder
Nominee(s) and/or the applicable Eligible Stockholder shall have breached its or their obligations, agreements or representations under this Article II, as determined by the Board of Directors or the person presiding at the meeting, or (ii)&nbsp;the
Eligible Stockholder (or a qualified representative thereof) does not appear at the meeting to present any nomination pursuant to this Article II Section&nbsp;12(b). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(9) The Eligible Stockholder (including any person who owns shares that constitute part of the Eligible Stockholder&#146;s ownership for
purposes of satisfying paragraph 5 of Section&nbsp;12(b) of this Article II) shall 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 for such solicitation or other communication under Regulation 14A of the Exchange Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(10) No person may be a member of more than one group of persons constituting an Eligible Stockholder under this Article&nbsp;II
Section&nbsp;12(b). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(11) Any Stockholder Nominee who is included in the Corporation&#146;s proxy materials for a particular meeting of
stockholders but either (i)&nbsp;withdraws from or becomes ineligible or unavailable for election at the meeting, or (ii)&nbsp;does not receive at least twenty (20%) of the votes cast in favor of the Stockholder Nominee&#146;s election, shall be
ineligible to be a Stockholder Nominee pursuant to this Article II Section&nbsp;12(b) for the next&nbsp;annual meeting of stockholders following the meeting for which the Stockholder Nominee has been nominated for election. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <U>Special Meetings of Stockholders</U>. Only such business shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation&#146;s notice of meeting. Nominations 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: (i)&nbsp;pursuant
to the Corporation&#146;s notice of meeting; (ii)&nbsp;by or at the direction of the Board of Directors; or (iii)&nbsp;provided that the Board of Directors has determined that Directors shall be elected at such special meeting, by any stockholder of
the Corporation who was a stockholder of record at the time of giving of notice provided for in this Section&nbsp;12(c), who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section&nbsp;12(c). 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 may nominate a person or persons (as the case may be) for election to such position as
specified in the Corporation&#146;s notice of meeting, if the stockholder&#146;s notice containing the information required by paragraph (a)(2) of this Section&nbsp;12 shall be delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth 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: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">(d) <U>General</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) Only such persons who are nominated in accordance with the procedures set forth in this Section&nbsp;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 Section&nbsp;12. The presiding officer 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 this Section&nbsp;12 and, if any proposed nomination or business is not in compliance
with this Section&nbsp;12, to declare that such defective nomination or proposal be disregarded. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) For purposes of this
Section&nbsp;12, &#147;public announcement&#148; shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable news service or in a document publicly filed by the Corporation with the SEC pursuant to
Sections 12, 14 or 15(d) of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) Notwithstanding the foregoing provisions of this Section&nbsp;12, a stockholder shall
also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section&nbsp;12. Nothing in this Section&nbsp;12 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation&#146;s proxy statement pursuant to Rule 14a-8 under the Exchange Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;13. <U>VOTING BY BALLOT</U>. Voting on any question or in any election may be viva voce unless the presiding officer shall order
or any stockholder shall demand that voting be by ballot. </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:0pt; 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>GENERAL POWERS; QUALIFICATIONS; DIRECTORS HOLDING OVER</U>. The business and affairs of the Corporation shall be managed
under the direction of its Board of Directors. A Director shall be an individual at least 21 years of age who is not under legal disability. Unless otherwise agreed between the Corporation and the Director, each individual Director may engage in
other business activities of the type conducted by the Corporation and is not required to present to the Corporation investment opportunities presented to such Director (other than those presented to such Director in his capacity as a Director of
the Corporation) even though the investment opportunities may be within the scope of the Corporation&#146;s investment policies. In case of failure to elect Directors at an annual meeting of the stockholders, the Directors holding over shall
continue to direct the management of the business and affairs of the Corporation until their successors are elected and qualify. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>ANNUAL AND REGULAR MEETINGS</U>. An annual meeting of the Directors shall be held immediately after and at the same place
as the annual meeting of stockholders, with no notice other than this Bylaw provision being necessary. The Directors may provide, by resolution, the time and place, either within or without the State of Maryland, for the holding of regular meetings
of the Directors without other notice than such resolution. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>SPECIAL MEETINGS</U>. Special meetings of the Directors
may be called by or at the request of the Chairman of the Board, the Chief Executive Officer or the President or by </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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a majority of the Directors then in office. The person or persons authorized to call special meetings of the Directors may fix any place, either within or without the State of Maryland, as the
place for holding any special meeting of the Directors called by them. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <U>NOTICE</U>. Notice of any special meeting shall
be given by written notice delivered personally or by telephone or by electronic mail or facsimile or by mail (by regular mail or established overnight courier) to each Director at his business or residence address. Personally delivered notices or
notices delivered by electronic mail or facsimile shall be given at least two (2)&nbsp;days prior to the meeting. Notice by mail shall be given at least five days prior to the meeting. Telephonic notice shall be given at least 24 hours prior to the
meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail or with the courier service properly addressed, with postage or mailing expense thereon prepaid. If given by electronic mail, such notice shall be
deemed to be given when sent. If given by facsimile, such notice shall be deemed to be given when the Corporation receives confirmation by the sending facsimile machine that the facsimile has been received. Telephone notice shall be deemed given
when the Director is personally given such notice in a telephone call to which he is a party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Neither the business to be transacted at,
nor the purpose of, any annual, regular or special meeting of the Directors need be stated in the notice, unless specifically required by statute or these Bylaws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <U>QUORUM</U>. Except as provided in subsection (b)&nbsp;of Section&nbsp;6, a majority of the entire Board of Directors shall
constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to
time without further notice, and provided further that if, pursuant to the Charter or these Bylaws, the vote of a majority of a particular group of Directors is required for action, a quorum must also include a majority of such group. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal
of enough Directors to leave less than a quorum. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <U>VOTING</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Except as provided in subsection (b)&nbsp;of this Section&nbsp;6, the action of the majority of the Board of Directors present at a
meeting at which a quorum is present shall be the action of the Directors, unless the concurrence of a greater proportion is required for such action by the Charter, these Bylaws or applicable statute. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Notwithstanding the foregoing, two-thirds (2/3)&nbsp;of the Directors then in office shall be necessary to constitute a quorum to approve
the actions set forth below in clauses (1)&nbsp;through (3), and such action shall not be effective unless approved by two-thirds (2/3)&nbsp;of the Directors then in office. Such action includes: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(1) A Change in Control (as hereinafter defined) of the Corporation; </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">11 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(2) Any amendment to the Charter or these Bylaws; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(3) Acquisitions, dispositions or financings of assets by the Corporation in excess of twenty-five (25%)&nbsp;of Total Market Capitalization
(as hereinafter defined) whether by merger, purchase, sale or otherwise. The value of the assets of the Corporation for the purpose of determining whether such assets constitute in excess of twenty-five (25%)&nbsp;of Total Market Capitalization
shall be the book value of such assets as reflected in the Corporation&#146;s most recent fiscal year- end consolidation balance sheet at the time the determination is being made or, if materially different and the transaction involves (A)&nbsp;an
acquisition or disposition, the amount of the consideration involved in such acquisition or disposition or (B)&nbsp;a financing, the value of assets being financed as reflected in the financing transaction. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;6(b): </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) The term &#147;Change in Control&#148; of the Corporation shall mean any transaction or series of transactions (whether by
purchase of existing Common Stock, issuance of Common Stock, merger, consolidation or otherwise) the result of which is that either: (i)&nbsp;any Person or Group becomes the Beneficial Owner, directly or indirectly, of twenty percent (20%)&nbsp;or
more of the total voting power in the aggregate of all classes of Capital Stock of the Corporation then outstanding normally entitled to vote in the election of Directors of the Corporation (or any surviving entity); or (ii)&nbsp;the Beneficial
Owners of the Capital Stock of the Corporation normally entitled to vote in the election of Directors immediately prior to the transaction beneficially own less than eighty percent (80%)&nbsp;of the total voting power in the aggregate of all classes
of Capital Stock of the Corporation then outstanding normally entitled to vote in the election of Directors of the Corporation (or any surviving entity) immediately after such transaction. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The term &#147;Person&#148; as used herein shall have the same meaning as such term has for purposes of Sections 13(d) and
14(d) of the Exchange Act. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) The term &#147;Group&#148; has used herein shall have the same meaning as such term has for
purposes of Sections 13(d) and 14(d) of the Exchange Act. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) The term &#147;Beneficial Owner&#148; as used herein shall
have the same meaning as such term has for purposes of Rule 13d-3 promulgated under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares of stock that a Person has the right to acquire, whether or not
such right is immediately exercisable. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(E) The term &#147;Total Market Capitalization&#148; shall mean the sum of:
(i)&nbsp;the Market Value (as hereinafter defined) of the then outstanding Common Stock and Preferred Stock; and (ii)&nbsp;the total principal amount of indebtedness of the Corporation as reflected in the Corporation&#146;s most recent fiscal
year-end consolidation balance sheet existing at the time the Board of Directors would be required to approve a transaction set forth in subparagraph (3)&nbsp;of this Section&nbsp;6(b). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(F) The term &#147;Market Value&#148; with respect to Common Stock shall mean the average of the daily market price for the ten
(10)&nbsp;consecutive trading days immediately prior to the date beginning fifteen (15)&nbsp;days before the Directors would be required to </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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approve a transaction set forth in subparagraph (3)&nbsp;of this Section&nbsp;6(b). The market price for each such trading date shall be the last reported sales price of such stock reported on
the New York Stock Exchange on the trading day immediately preceding the relevant date, or if such stock is not then traded on the New York Stock Exchange, the last reported sales price of such stock on the trading day immediately preceding the
relevant date as reported on any exchange or quotation system over which such stock may be traded, or if such stock is not then traded over any exchange or quotation system, then the market price of such stock on the relevant date as determined in
good faith by the Board of Directors 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;7. <U>TELEPHONE MEETINGS</U>. Directors may participate in a
meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the
meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;8. <U>INFORMAL ACTION BY DIRECTORS</U>. Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if a consent in writing to such action is signed by each Director and such written consent is 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;9. <U>VACANCIES</U>. If for any reason any or all of the Directors cease to be Directors, such event shall not terminate the
Corporation or affect these Bylaws or the powers of the remaining Directors hereunder (even if fewer than three (3)&nbsp;Directors remain). Any vacancy (including a vacancy created by an increase in the number of Directors) shall be filled, at any
regular meeting or at any special meeting called for that purpose, by a majority of the Board of Directors. Any individual so elected as a Director shall hold office until the next annual meeting of stockholders and until his successor is elected
and qualifies. Notwithstanding the foregoing, the stockholders may elect a successor to fill a vacancy which results from the removal of a Director. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;10. <U>COMPENSATION</U>. Directors shall not receive any stated salary for their services as Directors but, by resolution of the
Board of Directors, may receive cash compensation or a fixed sum of Common Stock (or options to purchase Common Stock) of the Corporation for any service or activity they performed or engaged in as Directors. By resolution of the Board of Directors,
Directors may receive a fee for and may be reimbursed for expenses, if any, in connection with attendance, at each annual, regular or special meeting of the Board of Directors or of any committee thereof; and for their expenses, if any, in
connection with each property visit and any other service or activity performed or engaged in as Directors; but nothing herein contained shall be construed to preclude any Directors from serving the Corporation in any other capacity and receiving
compensation therefor. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;11. <U>REMOVAL OF DIRECTORS</U>. The stockholders may, at any time, remove any Director in the manner
provided in the Charter. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;12. <U>LOSS OF DEPOSITS</U>. No Director shall be liable for any loss which may occur by reason of
the failure of the bank, trust company, savings and loan association, or other institution with whom moneys or shares of stock have been deposited. </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">13 </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;13. <U>SURETY BONDS</U>. Unless required by law, no Director shall be obligated to
give any bond or surety or other security for the performance of any of his duties. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;14. <U>NUMBER, TENURE AND
QUALIFICATIONS</U>. The number of Directors of the Corporation shall not be less than three (3)&nbsp;nor more than sixteen (16), as determined from time to time by resolution adopted by a majority of the Board of Directors. Directors need not be
stockholders of the Corporation. </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:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>COMMITTEES OF 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>GENERAL</U>. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more
committees, each such committee to consist of one or more of the Directors of the Corporation. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to: (i)&nbsp;authorize dividends on stock (except that, if the Board of
Directors has given general authorization for dividends on stock providing for or establishing a method for determining the amount of the dividend, a committee may, in accordance with the general authorization set the amount and other terms of the
dividend); (ii)&nbsp;authorize the issuance of stock (except that, if the Board of Directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number of shares
to be issued, a committee may, in accordance with the general authorization or any stock option or other plan or program adopted by the Board, authorize or fix the terms of stock subject to classification or reclassification and the terms on which
any stock may be issued); (iii)&nbsp;recommend to the stockholders any action which requires stockholder approval; (iv)&nbsp;amend the Bylaws; or (v)&nbsp;approve any merger or share exchange which does not require stockholder approval. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>COMMITTEES</U>. The Board of Directors shall appoint such committees as it may deem advisable and as may be required
pursuant to such rules and regulations as are applicable to the Corporation, including, but not limited to, the rules and regulations of the SEC and the rules of the New York Stock Exchange (or such other exchange as the Corporation&#146;s
securities may then be listed), and as are otherwise permitted by law. The specific authority and members of any such committees shall be designated by the resolution of the Board of Directors, provided that the authority granted and the
qualifications of members appointed are consistent with and comply with the provisions of all rules and regulations applicable to the Corporation, including, but not limited to, the rules and regulations of the SEC and the rules of the New York
Stock Exchange (or such other exchange as the Corporation&#146;s securities may then be listed). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>RECORDS OF COMMITTEE
MEETINGS</U>. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. The presence of a majority of the total membership of any committee shall constitute a quorum for the transaction of
business at any meeting of such committee and the act of a majority of those present shall be necessary and sufficient for the taking of any action at such meeting. </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">14 </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 V. </B></P>
<P STYLE="margin-top:0pt; 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>GENERAL PROVISIONS</U>. The officers of the Corporation may consist of a Chairman of the Board, a Vice Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents, a Treasurer, one or more assistant treasurers, a
Secretary, and one or more assistant secretaries. In addition, the Board of Directors may from time to time appoint such other officers with such powers and duties as they shall deem necessary or desirable. The officers of the Corporation shall be
elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter
as may be convenient. Each officer shall hold office until his successor is elected and qualifies or until his death, resignation or removal in the manner hereinafter provided. Any two (2)&nbsp;or more offices except President and Vice President may
be held by the same person. In their discretion, the Board of Directors may leave unfilled any office except that of President, Secretary and Treasurer. Election of an officer or agent shall not of itself create contract rights between the
Corporation and such officer or agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>REMOVAL AND RESIGNATION</U>. Any officer or agent of the Corporation may be
removed by the Board of Directors if in their judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the
Corporation may resign at any time by giving written notice of his resignation to the Board of Directors, the Chairman of the Board, the President or the Secretary. Any resignation shall take effect at any time subsequent to the time specified
therein or, if the time when it shall become effective is not specified therein, immediately upon its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation
shall be without prejudice to the contract rights, if any, of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>VACANCIES</U>. A vacancy in any office
may be filled by the Board of Directors for the balance of the term. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <U>CHAIRMAN AND VICE CHAIRMAN OF THE BOARD</U>. The
Chairman of the Board shall preside over the meetings of the Board of Directors and of the stockholders at which he shall be present and shall in general oversee all of the business and affairs of the Corporation. In the absence of the Chairman of
the Board, the Vice Chairman of the Board shall preside at such meetings at which he shall be present. The Chairman and the Vice Chairman of the Board may execute any deed, mortgage, bond, contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed. The Chairman of the Board and the Vice Chairman of
the Board shall perform such other duties as may be assigned to him or them by the Board of Directors. </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">Section&nbsp;5. <U>CHIEF EXECUTIVE OFFICER</U>. The Board of Directors may designate a Chief
Executive Officer from among the elected officers. The Chief Executive Officer shall have responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the administration of the business
affairs of the Corporation. In the absence of both the Chairman and Vice Chairman of the Board, the Chief Executive Officer shall preside over the meetings of the Board of Directors and of the stockholders at which he shall be present. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <U>CHIEF OPERATING OFFICER</U>. The Board of Directors may designate a Chief Operating Officer from among the elected
officers. Said officer will have the responsibilities and duties as set forth by the Board of Directors or the Chief Executive Officer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7. <U>CHIEF DEVELOPMENT OFFICER</U>. The Board of Directors may designate a Chief Development Officer from among the elected
officers. Said officer will have the responsibilities and duties as set forth by the Board of Directors or the Chief Executive Officer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;8. <U>CHIEF FINANCIAL OFFICER</U>. The Board of Directors may designate a Chief Financial Officer from among the elected
officers. Said officer will have the responsibilities and duties as set forth by the Board of Directors or the Chief Executive Officer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;9. <U>PRESIDENT</U>. In the absence of the Chairman, the Vice Chairman of the Board and the Chief Executive Officer, the
President shall preside over the meetings of the Board of Directors and of the stockholders at which he shall be present. In the absence of a designation of a Chief Executive Officer by the Board of Directors, the President shall be the Chief
Executive Officer and shall be ex officio a member of all committees that may, from time to time, be constituted by the Board of Directors. The President may execute any deed, mortgage, bond, contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to
the office of President and such other duties as may be prescribed by the Board of Directors 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;10. <U>VICE
PRESIDENTS</U>. In the absence of the President or in the event of a vacancy in such office, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election or, in
the absence of any designation, then in the order of their election) shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President; and shall perform such other
duties as from time to time may be assigned to him by the President or by the Board of Directors. The Board of Directors may designate one or more Vice Presidents as Senior Vice President, Executive Vice President or as Vice President for particular
areas of responsibility. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;11. <U>SECRETARY</U>. The Secretary shall: (a)&nbsp;keep the minutes of the proceedings of the
stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b)&nbsp;see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
(c)&nbsp;be custodian of the corporate records </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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and of the seal of the Corporation; (d)&nbsp;keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e)&nbsp;have general
charge of the stock transfer books of the Corporation; and (f)&nbsp;in general perform such other duties as from time to time may be assigned to him by the Chief Executive Officer, the President or 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;12. <U>TREASURER</U>. The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of
Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board of Directors or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the
Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, moneys and other property of whatever kind in his possession or under his control belonging to the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;13. <U>ASSISTANT SECRETARIES AND ASSISTANT TREASURERS</U>. The assistant secretaries and assistant treasurers, in general, shall
perform such duties as shall be assigned to them by the Secretary or Treasurer, respectively, or by the President or the Board of Directors. The assistant treasurers shall, if required by the Board of Directors, give bonds for the faithful
performance of their duties in such sums and with such surety or sureties as shall be satisfactory to 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;14. <U>SALARIES</U>. The salaries of the officers shall be fixed from time to time by the Board of Directors (or a committee
thereof), and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director. </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:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CONTRACTS, LOANS, CHECKS AND DEPOSITS </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>CONTRACTS</U>. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and
deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document executed by one or more of the Board of Directors or
by an authorized person shall be valid and binding upon the Board of Directors and upon the Corporation when authorized or ratified by action of the 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>CHECKS AND DRAFTS</U>. All checks, drafts or other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation in such manner as shall from time to time be determined 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>DEPOSITS</U>. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board of Directors may designate. </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE VII. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>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>CERTIFICATES</U>. Each stockholder shall be entitled to a certificate or certificates which shall represent and certify the number of shares of each class of stock held by him in the Corporation; provided, however, that the issuance of some or
all of any or all classes or series or stock of the Corporation may be uncertificated. To the extent required by the MGCL, holders of uncertificated shares shall be entitled to receive a certificate. Each certificate shall be signed by the
President, a Vice President or the Chairman of the Board and countersigned by the Secretary or an assistant secretary or the Treasurer or an assistant treasurer, certifying the number of shares owned by such holder in the Corporation. If such a
certificate is countersigned (i)&nbsp;by a transfer agent or an assistant transfer agent other than the Corporation or one of its employees or (ii)&nbsp;by a registrar, other than the Corporation or one of its employees, the signatures of any such
President, Vice President, Chairman of the Board, Secretary or assistant secretary, or Treasurer or assistant treasurer may be either manual or facsimile. A certificate is valid and may be issued whether or not an officer who signed it is still an
officer when it is issued. Certificates shall be consecutively numbered; and if the Corporation shall, from time to time, issue several classes of shares of stock, each class may have its own number series. The name of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the Corporation. Shares of the Corporation&#146;s stock may also be evidenced by registration in the holder&#146;s name in uncertificated
book-entry form on the books of the Corporation in accordance with a direct registration system approved by the SEC and by the New York Stock Exchange or any securities exchange on which the stock of the Corporation may from time to time be traded.
Each certificate shall contain on its face or back a full statement or summary of such information with respect to the stock of the Corporation as is required by the MGCL. In lieu of such statement or summary, the Corporation may set forth upon the
face or back of the certificate a statement that the Corporation will furnish to any stockholder, upon request and without charge, a full statement of such information. If required by the MGCL, within a reasonable time after the issuance or transfer
of any uncertificated shares, the Corporation shall issue or cause to be issued to the holder of such shares a written statement of the information required by the MGCL to be included on stock certificates. </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>. Certificates shall be treated as negotiable, and title thereto and to the shares of stock they represent
shall be transferred by delivery thereof. No transfers of shares of stock of the Corporation shall be made if: (i)&nbsp;void ab initio pursuant to any provision of the Charter; or (ii)&nbsp;the Board of Directors, pursuant to any provision of the
Charter, shall have refused to permit the transfer of such shares of stock. Permitted transfers of shares of stock of the Corporation shall be made on the stock records of the Corporation only upon the instruction of the registered holder thereof,
or by his attorney thereunto authorized by power of attorney </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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duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and upon surrender of the certificate or certificates, if issued, for such shares of stock properly endorsed
or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares of stock duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, as to any transfers not prohibited by any provision of the Charter or by action of the Board of Directors thereunder, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled,
issuance of new equivalent uncertificated shares or certificated shares shall be made to the transferee stockholder entitled thereto, and the transaction shall be recorded upon the books 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;3. <U>REPLACEMENT CERTIFICATE</U>. In the event that any certificate previously issued by the Corporation is alleged to have been
lost, stolen or destroyed in an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed, then any officer designated by the Board of Directors may, upon payment of any applicable transfer agent fees,
(i)&nbsp;direct a new certificate to be issued in place of such lost, stolen or destroyed certificate or (ii)&nbsp;direct the issuance of uncertificated shares in place of the shares represented by such lost, stolen or destroyed certificate. When
authorizing the issuance of a new certificate, the officer designated by the Board of Directors may, in his discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or the
owner&#146;s legal representative to advertise the same in such manner as he shall require and/or to give bond, with sufficient surety, to the Corporation to indemnify it against any loss or claim which may arise as a result of the issuance of a new
certificate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <U>CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE</U>. The Board of Directors may set, in advance, a
record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make
a determination of stockholders for any other purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days, and in the case of a meeting of stockholders not less
than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not
longer than 20 days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days before the date of such meeting.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If no record date is fixed and the stock transfer books are not closed for the determination of stockholders, (a)&nbsp;the record date
for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer
date to the meeting, and (b)&nbsp;the record date for the determination of stockholders entitled to receive </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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payment of a dividend or an allotment of any other rights shall be the close of business on the day on which the resolution of the Board of Directors declaring the dividend or allotment of rights
is adopted. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this
section, such determination shall apply to any adjournment thereof, except when: (i)&nbsp;the determination has been made through the closing of the transfer books and the stated period of closing has expired; or (ii)&nbsp;the meeting is adjourned
to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <U>STOCK LEDGER</U>. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or
transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class of stock held by such stockholder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <U>FRACTIONAL SHARES OF STOCK; ISSUANCE OF UNITS</U>. The Board of Directors may issue fractional shares of stock or provide
for the issuance of scrip, all on such terms and under such conditions as they may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may issue units consisting of different securities of the
Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in
such unit may be transferred on the books of the Corporation only in such unit. </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:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>DIVIDENDS AND DISTRIBUTIONS </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>AUTHORIZATION</U>. Dividends and other distributions upon the shares of stock of the Corporation may be authorized and
declared by the Board of Directors, subject to the provisions of law and the Charter. Dividends may be paid in cash, property or shares of stock of the Corporation, subject to the provisions of law and the Charter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>CONTINGENCIES</U>. Before payment of any dividends, there may be set aside out of any funds of the Corporation available
for dividends such sum or sums as the Board of Directors may from time to time, in their absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation or
for such other purpose as the Board of Directors shall determine to be in the best interest of the Corporation; and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE IX. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SEAL
</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>SEAL</U>. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall have
inscribed thereon the name of the Corporation and the year of its formation. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>AFFIXING SEAL</U>. Whenever the Corporation is required to place its seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a seal to place the word &#147;(SEAL)&#148; adjacent to the signature of the person authorized to execute the document on behalf of the Corporation. </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE X. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>INDEMNIFICATION AND ADVANCES FOR EXPENSES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify (a)&nbsp;any Director or officer
or any former Director or officer (including among the foregoing, for all purposes of this Article X and without limitation, any individual who, while a Director or officer and at the express request of the Corporation, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer or partner of such corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) who has been
successful, on the merits or otherwise, in the defense of a Proceeding, or in the defense of any claim, issue or matter in the Proceeding, to which he was made a Party by reason of service in such capacity, against reasonable expenses incurred by
him in connection with the Proceeding, claim, issue or matter in which he has been successful and (b)&nbsp;any Director or officer or any former Director or officer made a Party or witness to any Proceeding by reason of such status against any loss,
liability, judgment, penalty, fine, settlement or expense (including attorneys&#146; fees) actually incurred by him in connection with the Proceeding unless it is established that: (i)&nbsp;his act or omission was material to the matter giving rise
to the Proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (ii)&nbsp;he actually received an improper personal benefit in money, property or services; or (iii)&nbsp;in the case of a criminal Proceeding,
he had reasonable cause to believe that his act or omission was unlawful. In addition, the Corporation shall pay or reimburse, in advance of final disposition of a Proceeding, reasonable expenses incurred by a Director or officer or former Director
or officer made a Party or witness to a Proceeding by reason of such status, provided that the Corporation shall have received: (i)&nbsp;a written affirmation by the Director or officer or former Director or officer of his good faith belief that he
has met the applicable standard of conduct necessary for indemnification by the Corporation as authorized by these Bylaws; and (ii)&nbsp;a written undertaking (which need not be secured) by or on the Director&#146;s or officer&#146;s or former
Director&#146;s or officer&#146;s behalf to repay the amount paid or reimbursed by the Corporation if it shall ultimately be determined that the applicable standard of conduct was not met. The Corporation may, with the approval of its Directors,
provide such indemnification or payment or reimbursement of expenses to any Director or officer or any former Director or officer who served a predecessor of the Corporation and to any employee or agent of the Corporation or a predecessor of the
Corporation. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Charter or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of this
Article with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Any indemnification
permitted by these Bylaws and not mandated by the MGCL, shall be furnished in accordance with the procedures provided for indemnification under Section&nbsp;2-418(e) of the MGCL for directors of Maryland corporations. The Corporation may provide to
Directors or officers such other and further indemnification or payment or reimbursement of expenses, as the case may be, to the fullest extent permitted by the MGCL, as in effect from time to time, for directors of Maryland corporations. </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">21 </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 right to be indemnified or to the reimbursement or advancement of expenses pursuant hereto
(i)&nbsp;is a contract right based upon good and valuable consideration, pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Corporation and the Director
or officer and (ii)&nbsp;is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If this Article X or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify and advance expenses to each Director and officer and former Director and officer hereunder, to the full extent permitted by any applicable portion of this Article X that shall not have been invalidated, or by Maryland law.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In this Article X, the following words have the meanings set forth below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Party&#148; includes a person who was, is or is threatened to be made a named defendant or respondent in a Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;Proceeding&#148; means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE XI. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>WAIVER OF NOTICE </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Whenever
any notice is required to be given pursuant to the Charter or Bylaws or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting
shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ARTICLE XII. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AMENDMENT
OF BYLAWS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make
new Bylaws in accordance with Article III hereof. </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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