<SEC-DOCUMENT>0001193125-17-311775.txt : 20171017
<SEC-HEADER>0001193125-17-311775.hdr.sgml : 20171017
<ACCEPTANCE-DATETIME>20171017160402
ACCESSION NUMBER:		0001193125-17-311775
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20171011
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20171017
DATE AS OF CHANGE:		20171017

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FLOTEK INDUSTRIES INC/CN/
		CENTRAL INDEX KEY:			0000928054
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS CHEMICAL PRODUCTS [2890]
		IRS NUMBER:				900023731
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13270
		FILM NUMBER:		171140774

	BUSINESS ADDRESS:	
		STREET 1:		10603 W. SAM HOUSTON PARKWAY N
		STREET 2:		SUITE 300
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77043
		BUSINESS PHONE:		7138499911

	MAIL ADDRESS:	
		STREET 1:		10603 W. SAM HOUSTON PARKWAY N
		STREET 2:		SUITE 300
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77043
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d465242d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 8-K</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <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:6pt;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:6pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM&nbsp;8-K</B></P> <P STYLE="font-size:6pt;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:6pt; 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)&nbsp;of </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>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): October&nbsp;11, 2017 </B></P>
<P STYLE="font-size:6pt;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:6pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>Flotek Industries, Inc. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:6pt;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:6pt;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">


<TR>
<TD WIDTH="34%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="32%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>Delaware<BR></B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>001-13270<BR></B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>90-0023731<BR></B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>(State or other jurisdiction<BR>of incorporation)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Commission<BR>File Number)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(IRS Employer<BR>Identification No.)</B></TD></TR>
</TABLE> <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">


<TR>
<TD WIDTH="50%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>10603 W.&nbsp;Sam Houston Parkway N., Suite&nbsp;300<BR>Houston, Texas</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>77064<BR></B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>(Address of principal executive offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code: (713)&nbsp;849-9911</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:6pt;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:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box if the
Form&nbsp;8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule&nbsp;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 style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule&nbsp;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 style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule&nbsp;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 style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Indicate by check mark whether the registrant is an emerging growth company as defined in Rule&nbsp;405 of the Securities Act of 1933
(&#167;&nbsp;230.405 of this chapter) or Rule&nbsp;12b-2 of the Securities Exchange Act of 1934 (&#167;&nbsp;240.12b-2 of this chapter). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Emerging growth company&nbsp;&nbsp;&#9744; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section&nbsp;13(a) of the Exchange Act.&nbsp;&nbsp;&nbsp;&nbsp;&#9744; </P> <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">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;5.02</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. </B></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As previously reported, effective as of October&nbsp;4, 2017, Robert C. Bodnar ceased to be an officer of Flotek Industries, Inc. (the
&#147;Company&#148;). The last day of his employment by the Company was October&nbsp;7, 2017. On October&nbsp;12, 2017, Mr.&nbsp;Bodnar entered into a Confidential Severance and Release Agreement with the Company, providing for, among other things:
(i)&nbsp;the payment of the cash severance provided for pursuant to the Employment Agreement, dated as of April&nbsp;1, 2016, by and between Mr.&nbsp;Bodnar and the Company, in the amount of $558,994, payable as provided in such Employment
Agreement; (ii)&nbsp;a complete and general release of claims by Mr.&nbsp;Bodnar against the Company and its affiliates, other than for fraud or gross misconduct; (iii)&nbsp;the payment by the Company of the cost of the premiums to provide family
coverage of Mr.&nbsp;Bodnar under the group health insurance policy of the Company through June&nbsp;30, 2018; (iv)&nbsp;the continued occupation through June&nbsp;30, 2018 by Mr.&nbsp;Bodnar of a house in Houston, Texas leased by the Company; and
(v)&nbsp;non-disparagement provisions and other customary provisions for agreements of this nature. </P> <P STYLE="font-size:18pt;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 style = "page-break-inside:avoid">
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;5.03</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Effective
October&nbsp;11, 2017, the Board of Directors of the Company approved and adopted the Second Amended and Restated Bylaws of the Company (the &#147;Bylaws&#148;), amending certain provisions of the Company&#146;s existing Amended and Restated Bylaws.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Bylaws revise the advance notice deadline and related procedural and disclosure requirements by which a stockholder may propose
business that is not submitted for inclusion in the Company&#146;s proxy materials in connection with an annual meeting of the stockholders and nominations in connection with an annual or special meeting of the stockholders, if the election of
directors is included as business to be brought before the special meeting in the notice of meeting. The Bylaws now provide that advance notice of business and nominations for an annual meeting shall be provided not earlier than 120 days and not
later than 90 days prior to the one year anniversary of the preceding year&#146;s annual meeting. As a result of the amendments, for the 2018 Annual Meeting, notice of such business or nominations must be received by the Company no earlier than
December&nbsp;22, 2017 and no later than January&nbsp;21, 2018 as set forth more fully in the Bylaws, and must comply with the other requirements set forth in the Bylaws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Bylaws also require the stockholder proposing business or nominating directors to provide information about the stockholder&#146;s
ownership of securities in the Company (including ownership of derivative securities) and material litigation, relationships and interests in material agreements with or involving the Company. Further, the Bylaws require the stockholder to provide
additional information regarding any candidate the stockholder proposes to nominate for election as a director, including all information with respect to such nominee that would be required to be set forth in a stockholder&#146;s notice if such
nominee were a stockholder delivering such notice and a description of any direct or indirect material interest in any material contract or agreement between or among the nominating stockholder and each nominee or his or her respective associates.
The Bylaws also require the stockholder to provide information regarding the proposed business and any related agreements between the stockholder and any other beneficial holder. Additionally, the stockholder must update or supplement its notice, if
necessary, prior to the stockholder meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Bylaws also include the following amendments: </P>
<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 style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the holders of a majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, present in person or by proxy, shall constitute a quorum; </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 style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">nominees for director must provide (i)&nbsp;certain background information and (ii)&nbsp;representations regarding disclosure of voting and compensation arrangements and compliance with the Company&#146;s policies and
guidelines; </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 style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Delaware is the exclusive forum for certain stockholder actions; and </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 style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">certain technical, conforming, modernizing and clarifying changes. </TD></TR></TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description of the amendments is qualified in its entirety by reference to the full
text of the Bylaws, a copy of which is attached as Exhibit&nbsp;3.1 to this Current Report on Form&nbsp;8-K and incorporated herein by reference. </P> <P STYLE="font-size:18pt;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 style = "page-break-inside:avoid">
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;9.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Financial Statements and Exhibits. </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 style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>(d)</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Exhibits. </B></TD></TR></TABLE> <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">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="6%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; width:39.50pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Description</B></P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d465242dex31.htm">Second Amended and Restated Bylaws of Flotek Industries, Inc. </A></TD></TR>
</TABLE>

<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" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; 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>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="45%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="4%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="4%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="44%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; 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" COLSPAN="3"><B>FLOTEK INDUSTRIES,&nbsp;INC.</B></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></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date: October&nbsp;17, 2017</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ H.&nbsp;Richard Walton</TD></TR>
<TR STYLE="page-break-inside:avoid ; 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">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">H.&nbsp;Richard Walton</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Executive Vice President and</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Chief Financial
Officer</P></TD></TR>
</TABLE>
</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>d465242dex31.htm
<DESCRIPTION>EX-3.1
<TEXT>
<HTML><HEAD>
<TITLE>EX-3.1</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <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:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">SECOND AMENDED AND RESTATED </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">BYLAWS </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">OF </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">FLOTEK INDUSTRIES, INC. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A
Delaware Corporation </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE I </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">REGISTERED OFFICE </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The registered office of the
Corporation required by the Delaware General Corporation Law to be maintained in the State of Delaware, shall be the registered office named in the original Certificate of Incorporation of the Corporation, or such other office (which need not be a
place of business or principal office of the Corporation) as may be designated from time to time by the Board of Directors in the manner provided by law. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE II </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">STOCKHOLDERS </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;1. Place of Meetings. </I>All meetings of the stockholders shall be held at the principal office of the Corporation, or at such
other place within or without the State of Delaware as shall be specified or fixed in the notices (or waivers of notice) thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;2. Quorum; Required Vote for Shareholder Action; Adjournment of Meetings. </I>Unless otherwise required by law, the Certificate
of Incorporation or these Bylaws, the holders of a majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, present in person or represented by proxy thereat (determined based on the relative number of votes
to which each share is entitled with respect to the election of directors), shall constitute a quorum at any such meeting for the transaction of business; the affirmative vote of the holders of a majority of such stock so present or represented at
such meeting at which a quorum is present shall constitute the act of the stockholders. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of sufficient
stockholders to destroy the quorum. Notwithstanding other provisions of the Certificate of Incorporation or these Bylaws, the chairman of the meeting of stockholders or the holders of a majority of the issued and outstanding stock, present in person
or represented by proxy and entitled to vote thereat, whether or not a quorum is present, shall have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the time and place of the holding
of the adjourned meeting. If the adjournment is for more than thirty (30)&nbsp;days, or if subsequent to the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at such meeting. At any such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;3. Annual Meetings. </I>An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire
and for the transaction of such other business as may properly be considered at the meeting, shall be held at such place, within or without the State of Delaware, on such date, and at such time as the Board of Directors shall fix and set forth in
the notice of the meeting. If the Board of Directors has not fixed a place for the holding of the annual meeting of stockholders in accordance with this Article II, Section&nbsp;3, such annual meeting shall be held at the principal place of business
of the Corporation. The Corporation may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;4. Special Meetings. </I>Unless otherwise provided in the Certificate of Incorporation, special meetings of the stockholders for
any proper purpose or purposes may be called at any time by the Chairman of the Board (if any), the Board of Directors, or the President. The Corporation may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by
the Board of Directors. </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"><I>Section</I><I></I><I>&nbsp;5. Record Date. </I>For the purpose of determining stockholders entitled to notice
of or to vote at any meeting of stockholders, or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing such record date is adopted by the Board of Directors, and which record shall not be more than sixty&nbsp;(60) nor less than ten (10)&nbsp;days prior to the date of such meeting. If the Board of Directors so fixes a
date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting
shall be the date for making such determination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If no record date is fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice of such meeting is given or, if notice is waived in accordance with Article&nbsp;VIII, Section&nbsp;3 of
these Bylaws, the close of business on the day next preceding the day on which the meeting of stockholders is held. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If, in accordance with
Article&nbsp;II, Section&nbsp;12 hereof, corporate action without a meeting of stockholders is to be taken, the Board of Directors may fix a record date for determining stockholders entitled to consent in writing to such corporate action, which
record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10)&nbsp;days subsequent to the date upon which the resolution fixing the
record date is adopted by the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If no record date has been fixed by the Board of Directors, the record date for determining
stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation by delivery to its registered office, its principal place of business, or to an officer or to agent of the Corporation having custody of the books in which proceedings of meetings of stockholders
are recorded. Delivery made to the Corporation&#146;s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of
Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the close of business on the day on which the Board of Directors adopts the resolution taking
such prior action. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or
allotment of any rights, or the stockholders entitled to exercise any rights in connection with any change, conversion or exchange of stock, or for the purpose of any other lawful action (other than one of the purposes addressed in the first
paragraph of this Section&nbsp;5 of this Article&nbsp;II), the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be
more than sixty (60)&nbsp;days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be the close of business on the day on which the Board of Directors adopts the resolution
relating thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;6.
Notice of Meetings. </I>Written or printed notice stating the place, day and hour of all meetings and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10)&nbsp;nor more
than sixty (60)&nbsp;days prior to the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or person calling the meeting, to each stockholder entitled to vote at such meeting. If
mailed, such notice shall be deemed to have been given when addressed to the stockholder, at his address as it appears on the share transfer records of the Corporation, postage prepaid, and deposited in the United States mail. An affidavit of the
Secretary, an Assistant Secretary or the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;7. Voting List. </I>The Corporation shall prepare and make, at least ten (10)&nbsp;days prior to each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of
</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">
ten (10)&nbsp;days prior to such meeting, shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any stockholder at
any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any stockholder during the course of the meeting. The original share transfer records
shall be prima facie evidence as to the identity of those stockholders entitled to examine such voting list or transfer records or to vote at any meeting of stockholders. Failure to comply with the requirements of this Article&nbsp;II,
Section&nbsp;7 shall not affect the validity of any action taken at such meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;8. Proxies. </I>Each stockholder entitled
to vote at a meeting of stockholders or to express consent, or dissent to a corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy. Proxies for use at any meeting of stockholders shall be filed
with the Secretary, or such other officer as the Board of Directors may from time to time determine by resolution, prior to or at the time of such meeting. All proxies shall be received and taken charge of and all ballots shall be received and
canvassed by the secretary of the meeting who shall also decide all questions with respect to the validity of such proxies, the qualification of voters, and the acceptance or rejection of votes, unless an inspector or inspectors shall have been
appointed by the chairman of the meeting, in which event such inspector or inspectors shall decide all such questions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">No proxy shall be valid after
three (3)&nbsp;years from the date of its execution, unless such proxy provides for a longer period. Each proxy, unless expressly provided therein to be irrevocable and coupled with an interest sufficient in law to support an irrevocable power,
shall be revocable. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Should a proxy designate two or more persons to act as proxies, unless such instrument shall expressly provide otherwise, a majority
of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or consent thereby conferred, or if only one be present, then such powers may be exercised by that one;
or, if an even number attend and a majority cannot agree on any particular issue, the Corporation shall not be required to recognize such proxy with respect to such issue, if such proxy does not specify how the shares that are the subject of such
proxy are to be voted with respect to such issue in such a contingency. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;9. Voting; Inspectors; Elections. </I>Unless
otherwise required by law or provided in the Certificate of Incorporation, each stockholder shall, on each matter submitted to a vote at a meeting of stockholders, have one vote for each share of stock entitled to vote thereon, which is registered
in his name on the record date for such meeting. Shares registered in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Bylaws (or comparable instrument) of such corporation may prescribe, or
in the absence of such provision, as the Board of Directors (or comparable body) of such corporation may determine. Shares registered in the name of a deceased person may be voted by his executor or administrator, either in person or by proxy. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">All voting, except as otherwise required by law or the Certificate of Incorporation, may be by a voice vote; provided, however, that upon demand by
stockholders holding a majority of the issued and outstanding stock present in person or by proxy at any meeting of stockholders, a stock vote shall be taken. Every stock vote shall be taken by written ballot, each of which shall state the name of
the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. All elections of directors shall be by stock vote, unless otherwise provided in the Certificate of Incorporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">At any meeting at which a vote is taken by ballot, the chairman of such meeting may appoint one or more inspectors, each of whom shall sign an oath or
affirmation to faithfully execute, to the best of his ability and with strict impartiality, the duties of inspector at such meeting. Such inspector shall receive the ballots, count the votes and make and sign a certificate of the results thereof.
The chairman of the meeting may appoint any person to serve as inspector, provided, however, that no candidate for the office of director shall be appointed as an inspector. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Except as set forth below in this paragraph, the election of directors at any meetings of the stockholders at which directors are to be elected shall be by
ballot and, subject to any rights of the holders of any class or series of stock to elect directors separately, each director shall be elected by a majority of the votes cast with respect to the director by stockholders entitled to vote and present
in person or represented by proxy. For purposes of the immediately preceding sentence, a majority of the votes cast means that the number of shares voted &#147;for&#148; a director must exceed 50% of the votes cast &#147;for&#148; or
&#147;against&#148; with respect to that director, excluding abstentions. Notwithstanding the </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">
foregoing, if the number of eligible nominees standing for election at any meeting of the stockholders exceeds the number of directors to be elected, the directors shall be elected by a plurality
of the votes cast at the meeting. If an incumbent director who is nominated for <FONT STYLE="white-space:nowrap">re-election</FONT> does not receive sufficient votes &#147;for&#148; to be elected, the director shall promptly tender his or her
resignation to the Chairman of the Board following certification of the vote. The Corporate Governance and Nominating Committee of the Board shall make a recommendation to the Board of Directors on whether to accept or reject the resignation, or
whether other action should be taken. The Board shall act on the tendered resignation, taking into account the Corporate Governance and Nominating Committee&#146;s recommendation, and publicly disclose (by a press release, a filing with the
Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation within 90&nbsp;days from the date of the certification of the election results. The Corporate Governance and
Nominating Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation should not
participate in the recommendation of the Corporate Governance and Nominating Committee or the decision of the Board with respect to his or her resignation. If such incumbent director&#146;s resignation is not accepted by the Board, such director
shall continue to serve until the next annual meeting of the stockholders of the Corporation and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director&#146;s resignation is accepted by the Board
pursuant to this Section, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Article&nbsp;III, Section&nbsp;8
of these Bylaws or may decrease the size of the Board pursuant to the provisions of Article&nbsp;III, Section&nbsp;1 of these Bylaws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">All other matters
shall be determined by a majority of the votes cast. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of
directors shall be prohibited. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;10. Conduct of Meetings. </I>All meetings of the stockholders shall be presided over by the
chairman of the meeting, who shall be the Chairman of the Board (if any) of the Corporation, or if, he is not present, the President of the Corporation, or if neither the Chairman of the Board (if any) nor President is present, a chairman elected at
such meeting. The Secretary of the Corporation, if present, shall act as secretary of such meetings, or if he is not present, an Assistant Secretary (if any) shall so act; if neither the Secretary nor an Assistant Secretary (if any) is present, then
a secretary shall be appointed by the chairman of the meeting. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of
discussion, as seem to him in order. Unless the chairman of the meeting shall otherwise determine, the order of business shall be as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Calling of meeting to order. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Election of a chairman and the appointment of a secretary (if necessary). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Presentation of proof of the due calling of the meeting, </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Presentation and examination of proxies and determination of a quorum. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Reading and settlement of the minutes of the previous meeting. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Reports of officers and committees. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The election of directors, if the meeting is an annual meeting or a meeting called for that purpose. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) Unfinished business. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) New
business. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) Adjournment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;11. Treasury Shares. </I>Neither the Corporation nor any other person shall vote, directly or indirectly, at any meeting of
stockholders, shares of the Corporation&#146;s own stock owned by the Corporation, shares of the Corporation&#146;s own stock owned by another corporation the majority of the voting stock of which is owned or controlled by the Corporation, and such
shares shall not be counted for quorum purposes or in determining the number of outstanding shares. </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"><I>Section</I><I></I><I>&nbsp;12. Action by Written Consent. </I>Unless otherwise provided in the Certificate of
Incorporation, any action permitted or required to be taken at a meeting of stockholders by law, the Certificate of Incorporation or these Bylaws, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of all of the outstanding stock entitled to vote on such action and such consent shall be delivered to the Corporation&#146;s registered office, its principal place of
business; or to an officer or agent of the Corporation having custody of the book in which the proceedings of meetings of stockholders are recorded. Delivery made to a Corporation&#146;s registered office shall be by hand or by certified or
registered mail, return receipt requested. Every written consent shall bear the date of signature thereto and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60)&nbsp;days of the first
consent delivered to the Corporation in the manner required by this Article II, Section&nbsp;12, written consents signed by all of the stockholders entitled to vote on such action are delivered to the Corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Prompt notice of the taking of corporate action without a meeting, by less than a unanimous written consent, shall be given by the Secretary to those
stockholders who did not consent in writing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section&nbsp;13. Notice of Business to be Brought Before a Meeting. </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (i)&nbsp;specified in a notice of meeting given by or at the direction of the Board of Directors, (ii)&nbsp;if not specified in a notice of meeting, otherwise brought before the meeting by the Board
of Directors or the Chairman of the Board or (iii)&nbsp;otherwise properly brought before the meeting by a stockholder present in person who (A)&nbsp;(1)&nbsp;was a beneficial owner of shares of the Corporation both at the time of giving the notice
provided for in this Section&nbsp;13 and at the time of the meeting, (2)&nbsp;is entitled to vote at the meeting, and (3)&nbsp;has complied with this Section&nbsp;13 in all applicable respects or (B)&nbsp;properly made such proposal in accordance
with Rule <FONT STYLE="white-space:nowrap">14a-8</FONT> under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the &#147;Exchange Act&#148;). The
foregoing clause (iii)&nbsp;shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. The only matters that may be brought before a special meeting are the matters specified in the
notice of meeting given by or at the direction of the person calling the meeting pursuant to Section&nbsp;4, and stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders. For purposes of this
Section&nbsp;13, &#147;present in person&#148; shall mean that the stockholder proposing that the business be brought before the annual meeting of the Corporation, or a qualified representative of such proposing stockholder, appear at such annual
meeting. A &#147;qualified representative&#148; of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic
transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic
transmission, at the meeting of stockholders. Stockholders seeking to nominate persons for election to the Board of Directors must comply with Section&nbsp;14 and Section&nbsp;15 and this Section&nbsp;13 shall not be applicable to nominations except
as expressly provided in Section&nbsp;14 and Section&nbsp;15. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Without qualification, for business to be properly brought before an annual meeting by
a stockholder, the stockholder must (i)&nbsp;provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii)&nbsp;provide any updates or supplements to such notice at the times and in the
forms required by this Section&nbsp;13. To be timely, a stockholder&#146;s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90)&nbsp;days nor more than one hundred
twenty (120)&nbsp;days prior to the <FONT STYLE="white-space:nowrap">one-year</FONT> anniversary of the preceding year&#146;s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30)&nbsp;days before or more
than sixty (60)&nbsp;days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day
following the day on which public disclosure of the date of such annual meeting was first made (such notice within such time periods, &#147;Timely Notice&#148;). In no event shall any adjournment or postponement of an annual meeting or the
announcement thereof commence a new time period for the giving of Timely Notice as described above. </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">(c) To be in proper form for purposes of this Section&nbsp;13, a stockholder&#146;s notice to the Secretary shall
set forth: </P> <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 style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top">As to each Proposing Person (as defined below), (A)&nbsp;the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporation&#146;s books and records); and
(B)&nbsp;the class or series and number of shares of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of <FONT STYLE="white-space:nowrap">Rule&nbsp;13d-3</FONT> under the Exchange Act) by
such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time
in the future (the disclosures to be made pursuant to the foregoing clauses&nbsp;(A) and (B) are referred to as &#147;Stockholder Information&#148;); </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 style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top">As to each Proposing Person, (A)&nbsp;the full notional amount of any securities that, directly or indirectly, underlie any &#147;derivative security&#148; (as such term is defined in
<FONT STYLE="white-space:nowrap">Rule&nbsp;16a-1(c)</FONT> under the Exchange Act) that constitutes a &#147;call equivalent position&#148; (as such term is defined in <FONT STYLE="white-space:nowrap">Rule&nbsp;16a-1(b)</FONT> under the Exchange Act)
(&#147;Synthetic Equity Position&#148;) and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of shares of the Corporation; provided that, for the purposes of the
definition of &#147;Synthetic Equity Position,&#148; the term &#147;derivative security&#148; shall also include any security or instrument that would not otherwise constitute a &#147;derivative security&#148; as a result of any feature that would
make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into
which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing
Person satisfying the requirements of <FONT STYLE="white-space:nowrap">Rule&nbsp;13d-1(b)(1)</FONT> under the Exchange Act (other than a Proposing Person that so satisfies <FONT STYLE="white-space:nowrap">Rule&nbsp;13d-1(b)(1)</FONT> under the
Exchange Act solely by reason of <FONT STYLE="white-space:nowrap">Rule&nbsp;13d-1(b)(1)(ii)(E))</FONT> shall not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Proposing
Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person&#146;s business as a derivatives dealer, (B)&nbsp;any rights to dividends on the shares of
any class or series of shares of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (C)&nbsp;any material pending or threatened legal proceeding in which such
Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (D)&nbsp;any other material relationship between such Proposing Person, on the one hand, and the
Corporation, any affiliate of the Corporation, on the other hand, (E)&nbsp;any direct or indirect material interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including,
in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (F)&nbsp;a representation that such Proposing Person intends or is part of a group which intends to deliver a proxy statement or form of proxy to
holders of at least the percentage of the Corporation&#146;s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies from stockholders in support of such proposal and (G)&nbsp;any other information relating
to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be
brought before the meeting pursuant to Section&nbsp;14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses&nbsp;(A) through (G) are referred to as &#147;Disclosable Interests&#148;); provided, however, that
Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the
stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and </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 style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">As to each item of business that the stockholder proposes to bring before the annual meeting, (A)&nbsp;a brief
description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B)&nbsp;the text of the proposal or
business (including the text of any resolutions proposed for consideration), and (C)&nbsp;a reasonably detailed description of all agreements, arrangements and understandings (x)&nbsp;between or among any of the Proposing Persons or (y)&nbsp;between
or among any Proposing Person and any other person or entity (including their names) in connection with the </P></TD></TR></TABLE>

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

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">
proposal of such business by such stockholder; and (D)&nbsp;any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing
required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section&nbsp;14(a) of the Exchange Act; provided, however, that the disclosures required by this
paragraph (iii)&nbsp;shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the
notice required by these Bylaws on behalf of a beneficial owner. </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;13, the term &#147;Proposing
Person&#148; shall mean (i)&nbsp;the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii)&nbsp;the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed
to be brought before the annual meeting is made, and (iii)&nbsp;any participant (as defined in paragraphs&nbsp;(a)(ii)-(vi) of Instruction&nbsp;3 to Item&nbsp;4 of Schedule&nbsp;14A) with such stockholder in such solicitation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d) A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if necessary, so that
the information provided or required to be provided in such notice pursuant to this Section&nbsp;13 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10)&nbsp;business
days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five
(5)&nbsp;business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8)&nbsp;business days prior to the date
for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement
required to be made as of ten (10)&nbsp;business days prior to the meeting or any adjournment or postponement thereof). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(e) Notwithstanding anything in
these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the meeting in accordance with this Section&nbsp;13. The presiding officer of the meeting shall, if the facts warrant, determine
that the business was not properly brought before the meeting in accordance with this Section&nbsp;13, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting
shall not be transacted. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(f) This Section&nbsp;13 is expressly intended to apply to any business proposed to be brought before an annual meeting of
stockholders other than any proposal made in accordance with <FONT STYLE="white-space:nowrap">Rule&nbsp;14a-8</FONT> under the Exchange Act and included in the Corporation&#146;s proxy statement. In addition to the requirements of this
Section&nbsp;13 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section&nbsp;13
shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation&#146;s proxy statement pursuant to <FONT STYLE="white-space:nowrap">Rule&nbsp;14a-8</FONT> under the Exchange Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(g) For purposes of these Bylaws, &#147;public disclosure&#148; shall mean disclosure in a press release reported by a national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections&nbsp;13, 14 or 15(d) of the Exchange Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section&nbsp;14. Notice of Nominations for Election to the Board of Directors. </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) Nominations of any person for election to the Board of Directors at an annual meeting or at a special meeting (but only if the election of directors is a
matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (i)&nbsp;by or at the direction of the Board of Directors, including by any committee or persons
authorized to do so by the Board of Directors or these bylaws, or (ii)&nbsp;by a stockholder present in person (A)&nbsp;who was a beneficial owner of shares of the Corporation both at the time of giving the notice provided for in this
Section&nbsp;14 and at the time of the meeting, (B)&nbsp;is entitled to vote at the meeting, and (C)&nbsp;has complied with this Section&nbsp;14 and Section&nbsp;15 as to such notice and nomination. For purposes of this Section&nbsp;14,
&#147;present in person&#148; shall mean that the stockholder proposing that the business be brought before the meeting of the Corporation, or, if the proposing stockholder is not an individual, a qualified representative of
</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">
such stockholder, appear at such meeting. A &#147;qualified representative&#148; of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any
other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic
transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. The foregoing clause (ii)&nbsp;shall be the exclusive means for a stockholder to make any nomination of a person or persons for
election to the Board of Directors at an annual meeting or special meeting. </P> <P STYLE="font-size:12pt;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 style = "page-break-inside:avoid">
<TD WIDTH="8%" VALIGN="top" ALIGN="left">(b)&nbsp;&nbsp;&nbsp;&nbsp;(i)</TD>
<TD ALIGN="left" VALIGN="top">Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting, the stockholder must (1)&nbsp;provide Timely Notice (as defined in
Section&nbsp;13) thereof in writing and in proper form to the Secretary of the Corporation, (2)&nbsp;provide the information, agreements and questionnaires with respect to such stockholder and its candidate for nomination as required to be set forth
by this Section&nbsp;14 and Section&nbsp;15 and (3)&nbsp;provide any updates or supplements to such notice at the times and in the forms required by this Section&nbsp;14 and Section&nbsp;15. </TD></TR></TABLE>
<P STYLE="font-size:12pt;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 style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top">Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling a special meeting, then for a stockholder to make any nomination of a
person or persons for election to the Board of Directors at a special meeting, the stockholder must (i)&nbsp;provide timely notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the
Corporation, (ii)&nbsp;provide the information with respect to such stockholder and its candidate for nomination as required by this Section&nbsp;14 and Section&nbsp;15 and (iii)&nbsp;provide any updates or supplements to such notice at the times
and in the forms required by this Section&nbsp;14. To be timely, a stockholder&#146;s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not
earlier than the one hundred twentieth (120th)&nbsp;day prior to such special meeting and not later than the ninetieth (90th)&nbsp;day prior to such special meeting or, if later, the tenth (10th)&nbsp;day following the day on which public disclosure
(as defined in Section&nbsp;13) of the date of such special meeting was first made. </TD></TR></TABLE> <P STYLE="font-size:12pt;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 style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top">In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a stockholder&#146;s notice as described above.
</TD></TR></TABLE> <P STYLE="font-size:12pt;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 style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(c)</TD>
<TD ALIGN="left" VALIGN="top">To be in proper form for purposes of this Section&nbsp;14, a stockholder&#146;s notice to the Secretary shall set forth: </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 style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top">As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section&nbsp;13(c)(i), except that for purposes of this Section&nbsp;14 the term &#147;Nominating Person&#148; shall be
substituted for the term &#147;Proposing Person&#148; in all places it appears in Section&nbsp;13(c)(i)); </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 style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top">As to each Nominating Person, any Disclosable Interests (as defined in Section&nbsp;13(c)(ii), except that for purposes of this Section&nbsp;14 the term &#147;Nominating Person&#148; shall be substituted for the term
&#147;Proposing Person&#148; in all places it appears in Section&nbsp;13(c)(ii) and the disclosure with respect to the business to be brought before the meeting in Section&nbsp;13(c)(ii) shall be made with respect to the election of directors at the
meeting); and </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 style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">As to each candidate whom a Nominating Person proposes to nominate for election as a director, (A)&nbsp;all
information with respect to such candidate for nomination that would be required to be set forth in a stockholder&#146;s notice pursuant to this Section&nbsp;14 and Section&nbsp;15 if such candidate for nomination were a Nominating Person,
(B)&nbsp;all information relating to such candidate for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested
election pursuant to Section&nbsp;14(a) under the Exchange Act (including such candidate&#146;s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (C)&nbsp;a description of any direct or
indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or his or her respective associates or any other participants in such solicitation, on the
other hand, including, without limitation, all information that would be required to </P></TD></TR></TABLE>

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

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">
be disclosed pursuant to Item&nbsp;404 under <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> if such Nominating Person were the &#147;registrant&#148; for purposes of such rule and
the candidate for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses&nbsp;(A) through (C) are referred to as &#147;Nominee Information&#148;), and (D)&nbsp;a completed and
signed questionnaire, representation and agreement as provided in Section&nbsp;15(a). </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;14, the term
&#147;Nominating Person&#148; shall mean (i)&nbsp;the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii)&nbsp;the beneficial owner or beneficial owners, if different, on whose behalf the notice of the
nomination proposed to be made at the meeting is made, and (iii)&nbsp;any other participant in such solicitation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d) A stockholder providing notice of
any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section&nbsp;14 shall be true and correct as
of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10)&nbsp;business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or
mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5)&nbsp;business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement
required to be made as of such record date), and not later than eight (8)&nbsp;business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior
to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10)&nbsp;business days prior to the meeting or any adjournment or postponement thereof). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(e) In addition to the requirements of this Section&nbsp;14 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall
comply with all applicable requirements of the Exchange Act with respect to any such nominations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section&nbsp;15. Additional Requirements For Valid
Nomination of Candidates to Serve as Director and, If Elected, to Be Seated as Directors. </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) To be eligible to be a candidate for election as a
director of the Corporation at an annual or special meeting, a candidate must be nominated in the manner prescribed in Section&nbsp;14 and the candidate for nomination, whether nominated by the Board of Directors or by a stockholder of record, must
have previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on behalf of the Board of Directors), to the Secretary at the principal executive offices of the Corporation, (i)&nbsp;a
completed written questionnaire (in a form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence of such proposed nominee and (ii)&nbsp;a written representation and agreement (in form provided
by the Corporation) that such candidate for nomination (A)&nbsp;is not and, if elected as a director during his or her term of office, will not become a party to (1)&nbsp;any agreement, arrangement or understanding with, and has not given and will
not give any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a &#147;Voting Commitment&#148;) or (2)&nbsp;any Voting Commitment
that could limit or interfere with such proposed nominee&#146;s ability to comply, if elected as a director of the Corporation, with such proposed nominee&#146;s fiduciary duties under applicable law, (B)&nbsp;is not, and will not become a party to,
any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed therein and (C)&nbsp;if
elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to directors and in
effect during such person&#146;s term in office as a director (and, if requested by any candidate for nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) The Board of Directors may also require any proposed candidate for nomination as a Director to furnish such other information as may reasonably be
requested by the Board of Directors in writing prior to the meeting of stockholders at which such candidate&#146;s nomination is to be acted upon in order for the Board of Directors to determine the eligibility of such candidate for nomination to be
an independent director of the Corporation in accordance with the Corporation&#146;s Corporate Governance Guidelines. </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">(c) A candidate for nomination as a director shall further update and supplement the materials delivered pursuant
to this Section&nbsp;15, if necessary, so that the information provided or required to be provided pursuant to this Section&nbsp;15 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date
that is ten (10)&nbsp;business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation
(or any other office specified by the Corporation in any public announcement) not later than five (5)&nbsp;business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be
made as of such record date), and not later than eight (8)&nbsp;business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to
which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10)&nbsp;business days prior to the meeting or any adjournment or postponement thereof). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d) No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating Person seeking to
place such candidate&#146;s name in nomination has complied with Section&nbsp;14 and this Section&nbsp;15, as applicable. The presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly made in
accordance with Section&nbsp;14 and this Section&nbsp;15, and if he or she should so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be disregarded and any ballots cast for the candidate in
question (but in the case of any form of ballot listing other qualified nominees, only the ballots case for the nominee in question) shall be void and of no force or effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(e) Notwithstanding anything in these Bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation
unless nominated and elected in accordance with Section&nbsp;14 and this Section&nbsp;15. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE III </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">BOARD OF DIRECTORS </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;1. Power; Number; Term of Office. </I>The powers of the Corporation shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed under, the direction of the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Unless otherwise provided in the Certificate of
Incorporation, the number of directors that shall constitute the Board of Directors shall be determined from time to time by resolution of the Board of Directors (provided that no decrease in the number of directors that would have the effect of
shortening the term of any incumbent director may be made by the Board of Directors). If the Board of Directors does not make such a determination, the number of directors shall be that number set forth in the Certificate of Incorporation as the
number of directors constituting the initial Board of Directors. Each director shall hold office for the term for which he is elected and thereafter until his successor shall have been elected and qualified, or until his earlier death, resignation
or removal. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Unless otherwise provided in the Certificate of Incorporation, directors need not be stockholders or residents of the State of Delaware. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;2. Quorum; Required Vote for Director Action. </I>Unless otherwise required by law or provided in the Certificate of
Incorporation or these Bylaws, a majority of the total number of directors fixed by or in the manner provided in the Certificate of Incorporation or these Bylaws shall constitute a quorum for the transaction of business at a meeting of the Board of
Directors, and the act of a majority of the directors present at such meeting at which a quorum is present shall be the act of the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;3. Meetings; Order of Business. </I>The directors may hold their meetings and may have an office and keep the books of the
Corporation, except as otherwise provided by law, in such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine by resolution. At all meetings of the Board of Directors business shall be
transacted in such order as shall from time to time be determined by the Chairman of the Board (if any) or in his absence by the President (if the President is a director) or by resolution of the Board of Directors. </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"><I>Section</I><I></I><I>&nbsp;4. First Meeting. </I>In connection with any annual meeting of stockholders at
which directors are elected the Board of Directors may, if a quorum is present, hold its first meeting for the transaction of business immediately after and at the place of such annual meeting of the stockholders. Notice of such meeting, at such
time and place, shall not be required. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;5. Regular Meetings. </I>Regular meetings of the Board of Directors shall be held at
such times and places as shall be designated from time to time by resolution of the Board of Directors. Notice of such regular meetings shall not be required. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;6. Special Meetings. </I>Special meetings of the Board of Directors may be called by the Chairman of the Board (if any), the
President or, upon written request of a majority of the directors then in office, by the Secretary, in each case on at least twenty-four (24)&nbsp;hours personal, written, telegraphic, cable or wireless notice to each director. Such notice, or any
waiver thereof pursuant to Article&nbsp;VIII, Section&nbsp;3 hereof, need not state this purpose or purposes of such meeting, except as may otherwise be required by law, the Certificate of Incorporation or these Bylaws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;7. Removal. </I>Any one or more directors or the entire Board of Directors may be removed, with or without cause, by the holders
of a majority of the shares then entitled to vote at an election of directors for the particular directors being removed; provided that, unless the Certificate of Incorporation otherwise provides, if the Board of Directors is classified, then the
stockholders may effect such removal only for cause; and provided further that, if the Certificate of Incorporation expressly grants to stockholders the right to cumulate votes for the election of directors and if less than the entire board is to be
removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors or, if there be classes of directors, at an election
of the class of directors of which such director is a part. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;8. Vacancies; Increases in the Number of Directors</I>. Unless
otherwise provided in the Certificate of Incorporation or these Bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a
single class may be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If the Certificate of Incorporation entitles the holders of any class or classes of stock
or series thereof to elect one (1)&nbsp;or more directors, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office,
or by a sole remaining director so elected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If the directors of the Corporation are divided into classes, any directors elected to fill vacancies or
newly created directorships shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be duly elected and shall qualify. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;9. Compensation. </I>Unless otherwise provided in the Certificate of Incorporation, the Board of Directors shall have the
authority to fix the compensation, if any, of directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;10. Action Without a Meeting; Telephone Conference Meeting.
</I>Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee designated by the Board of Directors, may be taken without a meeting if all
members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. Such consent shall have the same force and
effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of Delaware. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Unless
otherwise provided in the Certificate of Incorporation, subject to the requirement for notice of such meetings, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in a meeting of such
Board of Directors or committee, as the case may be, by means of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall
constitute presence in person at the meeting, except where a person participates in the 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='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"><I>Section</I><I></I><I>&nbsp;11. Approval or Ratification of Acts or Contracts by Stockholders. </I>The Board of
Directors in its discretion may submit any act or contract for approval or ratification at any annual meeting of the stockholders, or at any special meeting of the stockholders called for the purpose of considering any such act or contract, and any
act or contract that shall be approved or ratified by the vote of the stockholders holding a majority of the issued and outstanding shares of stock of the Corporation entitled to vote and present in person or represented by proxy at such meeting
(provided that a quorum is present), shall be as valid and as binding upon the Corporation and upon all the stockholders as if it had been approved or ratified by every stockholder of the Corporation. In addition, any such act or contract may be
approved or ratified by the written consent of stockholders holding a majority of the issued and outstanding shares of capital stock of the Corporation entitled to vote and such consent shall be as valid and as binding upon the Corporation and upon
all the stockholders as if it had been approved or ratified by every stockholder of the Corporation. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE IV </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">COMMITTEES </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;1.
Designation; Powers. </I>The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, including a Compensation Committee, Audit Committee, and Corporate Governance and Nominating Committee,
each such committee consisting of one or more of the directors of the Corporation. Any such designated committee shall have and may exercise such of the powers and authority of the Board of Directors in the management of the business and affairs of
the Corporation as may be provided in such resolution, except that no such committee shall have the power or authority of the Board of Directors with regard to amending the Certificate of Incorporation (except that a committee may, to the extent
authorized by the Certificate of Incorporation and the Delaware General Corporation Law, fix certain terms of stock to be issued by the Corporation), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease
or exchange of all or substantially all of the Corporation&#146;s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution of the Corporation, or amending, altering or repealing the
Bylaws or adopting new Bylaws for the Corporation; unless such resolution or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to
adopt a certificate of ownership and merger pursuant to the Delaware General Corporation Law. Any such designated committee may authorize the seal of the Corporation to be affixed to all papers which may require it. In addition, such committee or
committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section&nbsp;2. Specific Committees. </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) The
Compensation Committee shall (i)&nbsp;exercise the authority of the full Board of Directors with respect to setting compensation policy for all employees of the Corporation, (ii)&nbsp;make recommendations to the full Board of Directors regarding
executive compensation and employee stock option awards, and (iii)&nbsp;have such additional powers and duties as shall be delegated to it by the Board of Directors from time to time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) The Audit Committee shall (i)&nbsp;exercise the authority of the full Board of Directors with respect to overseeing the performance and reviewing the
scope of the audit functions of the Corporation&#146;s independent auditors, (ii)&nbsp;review and make recommendations to the full Board of Directors regarding audit plans and procedures, the Corporation&#146;s policies with respect to conflicts of
interest and the prohibition of the use of corporate funds or assets for improper purposes, changes in the accounting policies, and the use of independent auditors for nonaudit services, and (iii)&nbsp;have such additional powers and duties as shall
be delegated to it by the Board of Directors from time to time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(c) The Corporate Governance and Nominating Committee shall (i)&nbsp;recommend to the
full Board of Directors persons to be considered for election to the Board of Directors, considering, among other things, any nominations submitted by stockholders, and (ii)&nbsp;have such additional powers and duties as shall be delegated to it by
the Board of Directors from time to time. </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"><I>Section</I><I></I><I>&nbsp;3. Procedure; Meetings; Quorum. </I>Any committee designated pursuant to
Article&nbsp;IV, Section&nbsp;1 hereof shall choose its own chairman and secretary, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, shall fix its own rules and procedures, and shall meet at
such times and at such place or places as may be provided by such rules or procedures, or by resolution of such committee or Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall
constitute a quorum, except as provided in Section&nbsp;3 of this Article IV, and the affirmative vote of a majority of the members present shall be necessary for the adoption of any resolution. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;4. Substitution of Members. </I>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 such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or
not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE V </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">OFFICERS </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;1. Number, Titles and Term of Office. </I>The officers of the Corporation shall be a President, one or more Vice Presidents (any
one or more of whom may be designated Executive Vice President or Senior Vice President), a Treasurer, a Secretary and, if the Board of Directors so elects, a Chairman of the Board, a Chief Executive Officer (&#147;CEO&#148;), and such other
officers as the Board of Directors may from time to time elect or appoint. Each officer shall hold office until his successor shall be duly elected and shall qualify or until his death or until he shall resign or shall have been removed in the
manner hereinafter provided. Any number of offices may be held by the same person, unless the Certificate of Incorporation provides otherwise. Except for the Chairman of the Board, if any, no officer need be a director. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;2. Salaries. </I>The salaries or other compensation, if any, of the officers and agents of the Corporation shall be fixed from
time to time by the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;3. Removal. </I>Any officer or agent elected or appointed by the Board of Directors
may be removed, either with or without cause, by the vote of a majority of the whole Board of Directors at any regular meeting, or at a special meeting called for such purpose, provided the notice for such meeting shall specify that such proposed
removal will be considered at the meeting; provided, however, that such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create
contractual rights. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;4. Vacancies. </I>Any vacancy occurring in any office of the Corporation may be filled by the Board of
Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;5. Powers and Duties of the Chief Executive Officer. </I>The CEO, if there is such an officer, shall be the
chief executive officer of the Corporation. Subject to the control of the Board of Directors, the CEO shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as
may be reasonably incident to such responsibilities; he may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation and may sign all certificates for shares of capital stock of the
Corporation; and he shall have such other powers and duties as designated in accordance with these Bylaws and as may be assigned to him from time to time by the Board of Directors. The CEO will preside at all meetings of the stockholders in absence
of a Chairman of the Board. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;6. Powers and Duties of the Chairman of the Board. </I>The Chairman of the Board (if any) shall
preside at all meetings of the stockholders and of the Board of Directors; and he shall have such other powers and duties as designated in accordance with these Bylaws and as may be assigned to him from time to time by the Board of Directors. </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"><I>Section</I><I></I><I>&nbsp;7. Powers and Duties of the President. </I>Unless otherwise determined by the Board
of Directors or the CEO, if there is such an officer, the President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation and he shall, in the absence
of the Chairman of the Board or the CEO or if there be no Chairman of the Board and CEO, preside at all meetings of the stockholders and (if a director) of the Board of Directors; and the President shall have such other powers and duties as
designated in accordance with these Bylaws and as may be assigned to him from time to time by the Board of Directors or the CEO, if there is a CEO. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;8. Vice Presidents. </I>Each Vice President shall perform such duties and have such powers as the Board of Directors, the CEO,
or President may from time to time prescribe. In addition, in the absence of the President, or in the event of his inability or refusal to act, a Vice President designated by the Board of Directors, the CEO, or President or, in the absence of such
designation, the Vice President who is present and who is senior in terms of time as a Vice President of the Corporation, shall perform the duties of the President, as the case may be, and when so acting shall have all the powers of and be subject
to all the restrictions upon the President, as the case may be; provided, however, that such Vice President shall not preside at meetings of the Board of Directors unless he is a director. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;9. Treasurer. </I>The Treasurer shall have responsibility for the custody and control of all the funds and securities of the
Corporation, and he shall have such other powers and duties as designated in accordance with these Bylaws and as may be prescribed from time to time by the Board of Directors. He shall perform all acts incident to the position of Treasurer, subject
to the control of the chief executive officer and the Board of Directors; the Treasurer shall, if required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;10. Assistant Treasurers. </I>Each Assistant Treasurer (if any) shall have the usual powers and duties pertaining to his office,
together with such other powers and duties as designated in accordance with these Bylaws and as may be prescribed from time to time by the Treasurer, the chief executive officer or the Board of Directors. The Assistant Treasurers shall exercise the
powers of the Treasurer during the Treasurer&#146;s absence or inability or refusal to act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;11. Secretary. </I>The
Secretary shall keep the minutes of all meetings of the Board of Directors, committees of directors and of the stockholders in books provided for such purpose; he shall attend to the giving and serving of all notices; he may in the name of the
Corporation affix the seal of the Corporation to all contracts of the Corporation and attest thereto; he may sign with the other appointed officers all certificates for shares of capital stock of the Corporation; he shall have charge of the
certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection by any director upon application at the office of the
Corporation during business hours; he shall have such other powers and duties as designated in accordance with these Bylaws and as may be prescribed from time to time by the Board of Directors; and he shall in general perform all acts incident to
the office of Secretary, subject to the control of the chief executive officer and the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;12. Assistant
Secretaries</I>. Each Assistant Secretary (if any) shall have the usual powers and duties pertaining to his office, together with such other powers and duties as designated in accordance with these Bylaws and as may be prescribed from time to time
by the chief executive officer, the Board of Directors or the Secretary. The Assistant Secretaries shall exercise the powers of the Secretary during the Secretary&#146;s absence or inability or refusal to act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;13. Action with Respect to Securities of Other Companies. </I>Unless otherwise determined by the Board of Directors, the CEO, if
there is such an officer, shall have the power to vote and to otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of any other corporation, or with respect to any action of security holders thereof,
in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation. </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" ALIGN="center">ARTICLE VI </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">INDEMNIFICATION OF DIRECTORS </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">OFFICERS, EMPLOYEES AND AGENTS </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;1. Right to Indemnification. </I>Subject to the limitations and conditions as provided in this Article&nbsp;VI, each person who
was or is made a party to or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a
&#147;proceeding&#148;), or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding, by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of
the Corporation, or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or
domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be indemnified by the Corporation to the fullest extent permitted by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide greater indemnification rights than said law permitted the Corporation to provide prior to such
amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys&#146; fees) actually incurred by such person in connection with
such proceeding, and indemnification under this Article&nbsp;VI shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article&nbsp;VI
shall be deemed contractual rights, and no amendment, modification or repeal of this Article&nbsp;VI shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any such amendment,
modification or repeal. It is expressly acknowledged that the indemnification conferred in this Article&nbsp;VI could involve indemnification for negligence of the indemnified party or under theories of strict liability. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;2. Advance Payment. </I>The right to indemnification conferred in this Article&nbsp;VI shall include the right to be paid or
reimbursed by the Corporation for the reasonable expenses incurred by a person of the type entitled to be indemnified under Section&nbsp;1 hereof who was, is or is threatened to be made a named defendant or respondent in a proceeding in advance of
the final disposition of the proceeding and without any determination as to the person&#146;s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such person in advance of the final
disposition of a proceeding shall be made only upon delivery to the Corporation of a written affirmation by such director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification under this
Article&nbsp;VI and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article&nbsp;VI or otherwise.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;3. Indemnification of Employees and Agents. </I>The Corporation, by adoption of a resolution of the Board of Directors, may
indemnify and advance expenses to an employee or agent of the Corporation to the same extent and subject to the same conditions that it is required to indemnify and advance expenses to directors and officers under this Article&nbsp;VI; the
Corporation may indemnify and advance expenses to persons who are not or were not directors, officers, employees or agents of the Corporation, but who are or were serving at the request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and
incurred by him in such a capacity or arising out of his status as such a person to the same extent that it may indemnify and advance expenses to directors or officers under this Article&nbsp;VI. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;4. Appearance as a Witness. </I>Notwithstanding any other provision of this Article&nbsp;VI, the Corporation may pay or
reimburse expenses incurred by a director or officer in connection with his appearance as a witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;5. Nonexclusivity of Rights. </I>The right to indemnification and advancement and payment of expenses conferred in this
Article&nbsp;VI shall not be exclusive of any other right which a director or officer or other person indemnified pursuant to Article&nbsp;VI, Section&nbsp;3 hereof, may have or hereafter acquire under any law, provision of the Certificate of
Incorporation, these Bylaws, any agreement, vote of stockholders or disinterested directors otherwise. </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"><I>Section</I><I></I><I>&nbsp;6. Insurance. </I>The Corporation may purchase and maintain insurance, at its
expense, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, proprietorship, employee benefit plan, trust or other enterprise against any expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or loss under this Article&nbsp;VI. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;7.
Savings Clause. </I>If this Article&nbsp;VI or any portion hereof shall be invalidated on any grounds by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each director, officer or any other
person required to be indemnified in accordance with this Article&nbsp;VI as to costs, charges and expenses (including attorneys&#146; fees), judgments, fines and amounts paid in settlement with respect to any proceeding, to the full extent
permitted by any applicable and valid portion of this Article&nbsp;VI to the fullest extent permitted by applicable law. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE VII </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">CAPITAL STOCK </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;1.
Certificates of Stock. </I>The shares of the capital stock of the Corporation shall be represented by certificates, provided, however, that the Board of Directors may determine by resolution that some or all of any or all the classes or series of
the Corporation&#146;s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by
the Board of Directors, every holder of stock represented by certificates and, upon request, every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the name of the Corporation by any two authorized
officers of the Corporation, including, without limitation, the Chairman of the Board (if any), the President, any Vice President, the Treasurer, an Assistant Treasurer, the Secretary and an Assistant Secretary, representing the number of shares
registered in certificate form. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;2. Transfer of Shares. </I>The shares of stock of the Corporation shall only be transferable on the books of the Corporation by
the holders thereof in person or by their duly authorized attorneys or legal representatives, upon surrender and cancellation of certificates for a like number of shares (or upon compliance with the provisions of Article&nbsp;VII, Section&nbsp;5,
hereof, if applicable). Upon surrender to the Corporation or a transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer (or upon compliance with the provisions of
Article&nbsp;VII, Section&nbsp;5 hereof, if applicable) and of compliance with any transfer restrictions applicable thereto contained in any agreement to which the Corporation is a party, or of which the Corporation has knowledge by reason of a
legend with respect thereto placed upon any such surrendered stock certificate, 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.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;3. Ownership of Shares. </I>The Corporation shall be entitled to treat the holder of record of any share or shares of
capital stock of the Corporation as the owner in fact thereof at that time for purposes of voting such shares, receiving distributions thereon or notices in respect thereof, transferring such shares, exercising rights of dissent, exercising or
waiving any preemptive rights, or giving proxies with respect to such shares; and, neither the Corporation nor any of its officers, directors, employees, or agents shall be liable for regarding that person as the owner of those shares at that time
for those purposes, regardless of whether or not that person possesses a certificate for those shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;4. Regulations
Regarding Certificates. </I>The Board of Directors shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of
capital stock of the Corporation. </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"><I>Section</I><I></I><I>&nbsp;5. Lost, Stolen, Destroyed or Mutilated Certificates. </I>The Board of Directors
may determine the conditions upon which a new certificate of stock may be issued in place of any certificate which is alleged to have been lost, stolen, destroyed or mutilated; and may, in its discretion, require the owner of such certificate or his
legal representative to give bond, with sufficient surety, to indemnify the Corporation and each transfer agent and registrar against any and all losses or claims which may arise by reason of the issuance of a new certificate in the place of the one
so lost, stolen, destroyed or mutilated. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE VIII </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">MISCELLANEOUS PROVISIONS </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;1. Fiscal Year. </I>The fiscal year of the Corporation shall be such as established from time to time by the Board of Directors.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;2. Corporate Seal. </I>The Board of Directors may provide a suitable seal containing the name of the Corporation. The
Secretary shall have charge of the seal (if any). If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by the Assistant Secretary or Assistant Treasurer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;3. Notice and Waiver of Notice. </I>Whenever any notice is required to be given by law, the Certificate of Incorporation or
these Bylaws, except with respect to notices of meetings of stockholders (with respect to which the provisions of Article&nbsp;II, Section&nbsp;6 hereof apply) and except with respect to notices of special meetings of directors (with respect to
which the provisions of Article&nbsp;III, Section&nbsp;6 hereof apply) said notice shall be deemed to be sufficient if given (I)&nbsp;by telegraphic, cable or wireless transmission or (ii)&nbsp;by deposit of such postage prepaid notice, in a post
office box addressed to the person entitled thereto at his address as it appears on the records of the Corporation. Such notice shall be deemed to have been given on the day of such transmission or mailing, as the case may be. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Whenever notice is required to be given by law, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to
such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person, including without limitation a director, at a meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the stockholders, directors, or a committee of directors need be specified in any written waiver of notice, unless so required by the Certificate of Incorporation or these Bylaws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;4. Resignations. </I>Any director, member of a committee or officer may resign at any time. Such resignation shall be made in
writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the chief executive officer or Secretary. The acceptance of such resignation shall not be necessary for its effectiveness, unless
expressly so provided in the resignation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;5. Facsimile Signatures. </I>In addition to the provisions for the use of
facsimile signatures specifically authorized elsewhere in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used as determined by the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Section</I><I></I><I>&nbsp;6. Reliance upon Books, Reports and Records. </I>A member of the Board of Directors, or a member of any committee thereof, shall
be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or
by any other person as to matters the director reasonably believes are within such other person&#146;s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of
the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation&#146;s stock
might properly be purchased or redeemed. </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"><I>Section</I><I></I><I>&nbsp;7. Forum Selection. </I>Unless the Corporation consents in writing to the selection
of an alternative forum, the Court of Chancery (the &#147;Chancery Court&#148;) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state
courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a)&nbsp;any derivative action or proceeding brought on behalf of the Corporation, (b)&nbsp;any action asserting a claim of breach of
a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or to the Corporation&#146;s stockholders, (c)&nbsp;any action arising pursuant to any provision of the Delaware General Corporate Law or the
Certificate of Incorporation or these Bylaws (as either may be amended from time to time), or (d)&nbsp;any action asserting a claim against the Corporation governed by the internal affairs doctrine. If any action the subject matter of which is
within the scope of the preceding sentence is filed in a court other than a court located within the State of Delaware (a &#147;Foreign Action&#148;) in the name of any stockholder, such stockholder shall be deemed to have consented to (i)&nbsp;the
personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the preceding sentence and (ii)&nbsp;having service of process made upon such stockholder
in any such action by service upon such stockholder&#146;s counsel in the Foreign Action as agent for such stockholder. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE IX </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">AMENDMENTS </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The original or other Bylaws of the
Corporation may be adopted, amended or repealed by the incorporators, by the initial directors if they are named in the Certificate of Incorporation, or, before the Corporation has received any payment for any of its stock, by its Board of
Directors. After the Corporation has received any payment for any of its stock, the power to adopt, amend or repeal Bylaws shall reside in the stockholders entitled to vote; provided, however, the Corporation may, in the Certificate of
Incorporation, confer the power to adopt, amend or repeal Bylaws upon the directors. The fact that such power has been so conferred upon the directors, shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal
Bylaws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Approved: October&nbsp;11, 2017 </P>
</BODY></HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
