Common use of Nomination of Directors Clause in Contracts

Nomination of Directors. Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

Nomination of Directors. Except Only persons who are nominated in accordance with the following procedures shall be eligible for election as otherwise fixed by resolution of directors. The nomination for election to the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board Corporation at a meeting of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors stockholders may be made by the Board of Directors, by a committee appointed by the board of directors, Directors or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder Corporation entitled to vote in for the election of directors as provided herein may nominate one at such meeting who complies with the notice procedures set forth in this Section 2.11. Such nominations, other than those made by or on behalf of the Board of Directors, shall be made by notice in writing delivered or mailed by first class United States mail, postage prepaid, to the Secretary, and received at the principal executive offices of the Corporation not less than sixty (60) days nor more persons for election as directors at a than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting only of stockholders; provided, however, that if written notice of the annual meeting is not held within thirty (30) days before or after such stockholder's intent to make anniversary date, then such nomination or nominations has shall have been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received Secretary not later than the close of business on the tenth (10th) 10th day following the earlier of the day date on which the notice of the date of the meeting was mailed or such public disclosure was made, whichever occurs first. Such notice shall set forth (a) as to each proposed nominee (i) the name, age, business address and, if known, residence address of each such nominee, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee, and (iv) any other information concerning the nominee that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, including such person’s written consent to be named as a nominee and to serve as a director if elected; and (b) with respect as to an election to be held at a special meeting of stockholders for the election of directorsstockholder giving the notice (i) the name and address, not earlier than the close of business as they appear on the 90th day prior to Corporation’s books, of such special meeting stockholder and not later than (ii) the close class and number of business on the later shares of the 60th day prior Corporation which are beneficially owned by such stockholder. The Corporation may require any proposed nominee to furnish such special meeting or other information as may reasonably be required by the tenth (10th) day following Corporation to determine the day on which public disclosure is first made eligibility of such proposed nominee to serve as a director of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, aCorporation.

Nomination of Directors. (A) Except for any directors entitled to be elected by the holders of preferred stock, at any meeting of stockholders, only persons who are nominated in accordance with the procedures in this Section 1.10 shall be eligible for election as otherwise fixed directors. Nominations of persons for election to the Board at an annual meeting of stockholders or a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting may be made (i) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a or any duly authorized committee appointed by the board of directors, thereof or (ii) by any stockholder of the Corporation who (x) timely complies with the notice procedures in Section 1.10(B), (y) is a stockholder of record at on the time date of the giving of such notice provided and on the record date for herein. However, any stockholder the determination of stockholders entitled to vote at such meeting and (z) is entitled to vote at such meeting and on such election. (B) To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive offices of the Corporation as follows: (i) in the case of an election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar not less than ninety (90) days in advance of nor more than one hundred twenty (120) days prior to the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's ’s annual meeting; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed advanced by more than thirty (30) days days, or delayed by more than seventy (70), from such the first anniversary dateof the preceding year’s annual meeting, a stockholder’s notice by the stockholder to be timely must be so received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth (10th) day following the earlier of the day on which notice public disclosure of the date of such annual meeting is first made; or (ii) in the meeting was mailed or public disclosure was made, and (b) with respect to case of an election to be held of directors at a special meeting of stockholders stockholders, provided that directors are to be elected at such special meeting as set forth in the Corporation’s notice of meeting and provided further that the nomination made by the stockholder is for one of the election director positions that the notice of directorsmeeting states will be filled at such special meeting, not earlier than the close of business on the 90th 120th day prior to such special meeting and not later than the close of business on the later of (x) the 60th 90th day prior to such special meeting or and (y) the tenth (10th) day following the day on which public disclosure is first made of the date of the such special meeting and for the election of directors is first made. The number of nominees proposed by a stockholder may nominate for election at a meeting (or in the board case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such a meeting. Notwithstanding In no event shall the adjournment or postponement of a meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice. The stockholder’s notice to the Secretary shall set forth: (A) as to each proposed nominee (1) such person’s name, age, business address and, if known, residence address, (2) such person’s principal occupation or employment, (3) the class(es) and series and number of shares of stock of the Corporation that are, directly or indirectly, owned, beneficially or of record, by such person, (4) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among (x) the stockholder, the beneficial owner, if any, on whose behalf the nomination is being made and the respective affiliates and associates of, or others acting in concert with, such stockholder and such beneficial owner, on the one hand, and (y) each proposed nominee, and his or her respective affiliates and associates, or others acting in concert with such nominee(s), on the other hand, including all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made or any affiliate or associate thereof or person acting in concert therewith were the “registrant” for purposes of such Item and the proposed nominee were a director or executive officer of such registrant, and (5) any other information concerning such person that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (B) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made (1) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (2) the class(es) and series and number of shares of stock of the corporation that are, directly or indirectly, owned, beneficially or of record, by such stockholder and such beneficial owner, (3) a description of any agreement, arrangement or understanding between or among such stockholder and/or such beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are being made or who may participate in the solicitation of proxies in favor of electing such nominee(s), (4) a description of any agreement, arrangement or understanding (including any derivative or short positions, swaps, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into by, or on behalf of, such stockholder or such beneficial owner, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner with respect to shares of stock of the Corporation, (5) any other information relating to such stockholder and such beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (6) a representation that such stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and on such election and intends to appear in person or by proxy at the meeting to nominate the person(s) named in its notice and (7) a representation whether such stockholder and/or such beneficial owner intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock reasonably believed by such stockholder or such beneficial owner to be sufficient to elect the nominee (and such representation shall be included in any such proxy statement and form of proxy) and/or (y) otherwise to solicit proxies or votes from stockholders in support of such nomination (and such representation shall be included in any such solicitation materials). Not later than ten (10) days after the record date for determining the stockholders entitled to vote at the meeting, the information required by Items (A)(1)-(5) and (B)(1)-(5) of the prior sentence shall be supplemented by the stockholder giving the notice to provide updated information as of such record date. In addition, to be effective, the stockholder’s notice must be accompanied by the written consent of the proposed nominee to serve as a director if elected and to being named in the Corporation’s proxy statement and associated proxy card as a nominee of the stockholder. The Corporation may require any proposed nominee to furnish such other information as the Corporation may reasonably require to, among other things, determine the eligibility of such proposed nominee to serve as a director of the Corporation or whether such nominee would be independent under applicable Securities and Exchange Commission and stock exchange rules and the Corporation’s publicly disclosed corporate governance guidelines, as applicable. A stockholder shall not have complied with this Section 1.10(B) if the stockholder (or beneficial owner, if any, on whose behalf the nomination is made) solicits or does not solicit, as the case may be, proxies or votes in support of such stockholder’s nominee in contravention of the representations with respect thereto required by this Section 1.10. (C) The chairperson of any meeting shall have the power and duty to determine whether a nomination was made in accordance with the provisions of this Section 1.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee in compliance with the representations with respect thereto required by this Section 1.10), and if the chairperson should determine that a nomination was not made in accordance with the provisions of this Section 1.10, the chairperson shall so declare to the meeting and such nomination shall not be brought before the meeting. Without limiting the foregoing, in advance of any meeting of stockholders, the Board shall also have the power to determine whether any nomination was made in accordance with the provisions of this Section 1.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee in compliance with the representations with respect thereto required by this Section 1.10). (D) Except as otherwise required by law, nothing in this Section 1.10 shall obligate the Corporation or the Board to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board information with respect to any nominee for director submitted by a stockholder. (E) Notwithstanding the foregoing provisions of this Section 1.10, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting to present a nomination, such nomination shall not be brought before the meeting, notwithstanding that proxies in respect of such nominee may have been received by the Corporation. For purposes of this Article I, to be considered a “qualified representative” of the stockholder, a person must be authorized by a written instrument 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 written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, at the meeting of stockholders. (F) For purposes of this Article I, “public disclosure” shall include disclosure in a press release reported by the Dow J▇▇▇▇ News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. (G) Notwithstanding anything in this Section 1.10 to the contrary, in the event that the number of directors to be elected by to the Board of Directors of the corporation at any annual meeting is increased effective after the time period for which nominations would otherwise be due under Section 1.10(B) and there is no public disclosure by the corporation Corporation naming the nominees for director or specifying the size of the increased Board of Directors additional directorships at least seventy one hundred (70100) days prior to the first anniversary of the date of the preceding year's ’s annual meeting, aa stockholder’s notice required by Section 1.10(B) with respect to nominations for such annual meeting shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public disclosure is first made by the Corporation.

Nomination of Directors. Except Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called by resolution a majority of the Board of Directors pursuant to for the Articles purpose of Incorporation relating to electing directors: (a) by or at the authorization direction of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof); or (b) by any stockholder of the Corporation: (i) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 2 and on the record date for the determination of stockholders entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of and to vote at such meeting; and (ii) who complies with the procedures set forth in this Section 2. In addition to any other applicable requirements, for a nomination to be made by a stockholder's intent , such stockholder must be given timely notice thereof in proper written form to make such nomination or nominations has been the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation not later than, Corporation: (a) with respect in the case of an Annual Meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance the anniversary date of the first anniversary immediately preceding Annual Meeting of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meetingStockholders; PROVIDEDprovided, HOWEVERhowever, that in the event that the Annual Meeting is called for a date of the annual meeting that is changed by more than not within thirty (30) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the meeting Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (b) with respect to an election to be held at in the case of a special meeting Special Meeting of stockholders Stockholders called for the election purpose of directorselecting director, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at Special Meeting was made or such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meetingAnnual Meeting was mailed, whichever first occurs. To be in proper written form, a stockholder’s notice to the Secretary must set forth: (a) as to each person whom the stockholder proposes to nominate for election as a director: (i) the name, age, business address and residence of the person; (ii) the principal occupation or employment of the person; (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person; (iv) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K of the Exchange Act and the rules and regulations promulgated thereunder, if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (v) any other information relating to the person that would be required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (b) as to the stockholder: (i) the name and address of such stockholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (ii) (A) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (B) any Derivative Instrument directly or indirectly owned beneficially by such stockholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any class or series of shares of the Corporation, (D) any Short Interest, (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household, (H) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by such stockholder, and (I) any direct or indirect interest of such stockholder in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement); (iii) a description of all arrangements or understandings between such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, on the one hand, and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, on the other hand; (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; (v) a completed copy of the questionnaire and executed written representation and agreement specified in the next paragraph; and (vi) any other information relating to such stockholder that would be 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 pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. Without limiting the foregoing, to be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 2) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, (C) will comply with the Corporation’s share ownership requirements, if any, (D) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation publicly disclosed from time to time, and (E) will abide by the requirements of Section 1(c) of Article III of these By-Laws. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures and in compliance with the requirements set forth in this Section 2. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures or such nominee or proposing stockholder (including any beneficial owner) is not in compliance, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Nomination of Directors. (a) Except for any directors entitled to be elected by the holders of preferred stock and without limiting the rights or obligations of any party granted pursuant to the Investor Rights Agreement dated November 17, 2022 (the “Investor Rights Agreement”), at any meeting of stockholders, only persons who are nominated in accordance with the procedures in this Section 1.10 shall be eligible for election as otherwise fixed directors. Nominations of persons for election to the Board at an annual meeting of stockholders or a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting may be made (i) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a or any duly authorized committee appointed by the board of directors, thereof or (ii) by any stockholder of the Corporation who (x) timely complies with the notice procedures in Section 1.10(b), (y) is a stockholder of record at on the time date of the giving of such notice provided and on the record date for herein. However, any stockholder the determination of stockholders entitled to vote at such meeting and (z) is entitled to vote at such meeting and on such election. (b) To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive offices of the Corporation as follows: (i) in the case of an election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting (which date the corporation's proxy statement was released to security holders in connection with of the preceding year's ’s annual meetingmeeting shall, for purposes of Sections 1.10 and 1.11 hereof with respect to the Corporation’s first annual meeting of stockholders following the closing of the business combination with Digital Virgo Group, Inc be deemed to have occurred on _________ ___, 2022); PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed advanced by more than thirty (30) days days, or delayed by more than seventy (70), from such the first anniversary dateof the preceding year’s annual meeting, a stockholder’s notice by the stockholder to be timely must be so received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth (10th) day following the earlier of the day on which notice public disclosure of the date of such annual meeting is first made; or (ii) in the meeting was mailed or public disclosure was made, and (b) with respect to case of an election to be held of directors at a special meeting of stockholders stockholders, provided that directors are to be elected at such special meeting as set forth in the Corporation’s notice of meeting and provided further that the nomination made by the stockholder is for one of the election director positions that the notice of directorsmeeting states will be filled at such special meeting, not earlier than the close of business on the 90th 120th day prior to such special meeting and not later than the close of business on the later of (x) the 60th 90th day prior to such special meeting or and (y) the tenth (10th) day following the day on which public disclosure is first made of the date of the such special meeting and for the election of directors is first made. The number of nominees proposed by a stockholder may nominate for election at a meeting (or in the board case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such a meeting. Notwithstanding In no event shall the adjournment or postponement of a meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice. The stockholder’s notice to the Secretary shall set forth: (A) as to each proposed nominee (1) such person’s name, age, business address and, if known, residence address, (2) such person’s principal occupation or employment, (3) the class(es) and series and number of shares of stock of the Corporation that are, directly or indirectly, owned, beneficially or of record, by such person, (4) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among (x) the stockholder, the beneficial owner, if any, on whose behalf the nomination is being made and the respective affiliates and associates of, or others acting in concert with, such stockholder and such beneficial owner, on the one hand, and (y) each proposed nominee, and his or her respective affiliates and associates, or others acting in concert with such nominee(s), on the other hand, including all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made or any affiliate or associate thereof or person acting in concert therewith were the “registrant” for purposes of such Item and the proposed nominee were a director or executive officer of such registrant, and (5) any other information concerning such person that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (B) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made (1) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (2) the class(es) and series and number of shares of stock of the corporation that are, directly or indirectly, owned, beneficially or of record, by such stockholder and such beneficial owner, (3) a description of any agreement, arrangement or understanding between or among such stockholder and/or such beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are being made or who may participate in the solicitation of proxies in favor of electing such nominee(s), (4) a description of any agreement, arrangement or understanding (including any derivative or short positions, swaps, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into by, or on behalf of, such stockholder or such beneficial owner, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner with respect to shares of stock of the Corporation, (5) any other information relating to such stockholder and such beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (6) a representation that such stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and on such election and intends to appear in person or by proxy at the meeting to nominate the person(s) named in its notice, (7) a representation regarding whether such stockholder intends to solicit proxies in support of nominees other than the Company’s nominees in accordance with Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended, as such rule and regulations may be amended from time to time by the Securities and Exchange Commission (“SEC”) including any SEC Staff interpretations relating thereto (“Rule 14a-19”) and, in the event that such stockholder so intends, such notice shall also include a statement that such stockholder intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares of stock entitled to vote on the election of directors in support of such director nominees other than the Company’s nominees, and (8) a representation whether such stockholder and/or such beneficial owner intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock reasonably believed by such stockholder or such beneficial owner to be sufficient to elect the nominee (and such representation shall be included in any such proxy statement and form of proxy) and/or (y) otherwise to solicit proxies or votes from stockholders in support of such nomination (and such representation shall be included in any such solicitation materials). Not later than ten (10) days after the record date for determining the stockholders entitled to vote at the meeting, the information required by Items (A)(1)-(5) and (B)(1)-(5) of the prior sentence shall be supplemented by the stockholder giving the notice to provide updated information as of such record date. In addition, to be effective, the stockholder’s notice must be accompanied by the written consent of the proposed nominee to serve as a director if elected and to being named in the Corporation’s proxy statement and associated proxy card as a nominee of the stockholder. The Corporation may require any proposed nominee to furnish such other information as the Corporation may reasonably require to, among other things, determine the eligibility of such proposed nominee to serve as a director of the Corporation or whether such nominee would be independent under applicable SEC and stock exchange rules and the Corporation’s publicly disclosed corporate governance guidelines, as applicable. A stockholder shall not have complied with this Section 1.10(b) if the stockholder (or beneficial owner, if any, on whose behalf the nomination is made) solicits or does not solicit, as the case may be, proxies or votes in support of such stockholder’s nominee in contravention of the representations with respect thereto required by this Section 1.10. Without limiting the other provisions and requirements of this Section 1.10, unless otherwise required by law, if any stockholder (i) provides notice pursuant to Rule 14a-19 (b) and (ii) subsequently fails to comply with the requirements of Rule 14a-19 (a)(2) and Rule 14a-19 (a)(3), then the Company shall disregard any proxies or votes solicited for such stockholder’s nominee. Upon request by the Company, if any stockholder provides notice pursuant to Rule 14a-19 (b), such stockholder shall deliver to the Company, no later than five business days prior to the annual meeting, reasonable evidence that it has met the requirements of Rule 14a-19 (a)(3). (c) The chairperson of any meeting shall have the power and duty to determine whether a nomination was made in accordance with the provisions of this Section 1.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee in compliance with the representations with respect thereto required by this Section 1.10), and if the chairperson should determine that a nomination was not made in accordance with the provisions of this Section 1.10, the chairperson shall so declare to the meeting and such nomination shall not be brought before the meeting. Without limiting the foregoing, in advance of any meeting of stockholders, the Board shall also have the power to determine whether any nomination was made in accordance with the provisions of this Section 1.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee in compliance with the representations with respect thereto required by this Section 1.10). (d) Except as otherwise required by law, nothing in this Section 1.10 shall obligate the Corporation or the Board to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board information with respect to any nominee for director submitted by a stockholder. (e) Notwithstanding the foregoing provisions of this Section 1.10, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting to present a nomination, such nomination shall not be brought before the meeting, notwithstanding that proxies in respect of such nominee may have been received by the Corporation. For purposes of this Article I, to be considered a “qualified representative” of the stockholder, a person must be authorized by a written instrument 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 written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, at the meeting of stockholders. (f) For purposes of this Article I, “public disclosure” shall include disclosure in a press release reported by the Dow J▇▇▇▇ News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act. (g) Notwithstanding anything in this Section 1.10 to the contrary, in the event that the number of directors to be elected by to the Board of Directors of the corporation at any annual meeting is increased effective after the time period for which nominations would otherwise be due under Section 1.10(b) and there is no public disclosure by the corporation Corporation naming the nominees for director or specifying the size of the increased Board of Directors additional directorships at least seventy one hundred (70100) days prior to the first anniversary of the date of the preceding year's ’s annual meeting, aa stockholder’s notice required by Section 1.10(b) with respect to nominations for such annual meeting shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public disclosure is first made by the Corporation.

Nomination of Directors. Except Nomination of candidates for election as otherwise fixed by resolution directors of the Board Corporation at any meeting of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations stockholders called for the election of directors may directors, in whole or in part (an “Election Meeting”), must be made by the Board of Directors, by a committee appointed by the board of directors, Directors or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote at such Election Meeting, in accordance with the election following procedures. Section 2.6.1. Nominations made by the Board of directors as provided herein may nominate one or more persons for election as directors Directors shall be made at a meeting only if of the Board of Directors or by written notice consent of such stockholder's intent the directors in lieu of a meeting prior to make such nomination or nominations has been delivered to or mailed and received the date of the Election Meeting. At the request of the Corporation, each proposed individual nominated by the secretary Board of Directors shall provide the Corporation with such information concerning himself or herself as is required, under the rules of the corporation not later thanSEC and any applicable securities exchange, (a) with respect to an election to be held included in the Corporation’s proxy statement soliciting proxies for his or her election as a director. Section 2.6.2. The exclusive means by which a stockholder may nominate a director shall be: (i) in the case of the nomination of a director for election at an annual meeting meeting, by delivery of stockholdersa notice to the Secretary, 120 calendar not less than ninety (90) days in advance of nor more than one hundred twenty (120) days prior to the first anniversary of the date on which the corporation's Corporation first mailed its proxy statement was released to security holders in connection with materials for the preceding previous year's ’s annual meeting; PROVIDED, HOWEVER, that in meeting of stockholders (or the event that date on which the Corporation mails its proxy materials for the current year if during the prior year the Corporation did not hold an annual meeting or if the date of the annual meeting is was changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than prior year); or (ii) in the close of business on the tenth (10th) day following the earlier case of the day on which notice nomination of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an a director for election to be held at a special meeting of stockholders for (other than pursuant to a special meeting request in accordance with the election of directorsrequirements set forth in Sections 2.3 and 2.5), not earlier less than the close of business on the 90th day ninety (90) days nor more than one hundred twenty (120) days prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or or, if later, the tenth (10th) day following the day on which public disclosure is first made (of the date of the such special meeting was first made, setting forth: (a) the name, age, business address and the nominees primary legal residence address of each nominee proposed by in such notice, (b) the board principal occupation or employment of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrarynominee, in the event that (c) the number of directors shares of capital stock of the Corporation which are owned directly or indirectly of record and directly or indirectly beneficially owned by the nominee and each of its affiliates (within the meaning of Rule 144), including any shares of the Corporation owned or controlled via derivatives, hedged positions and other economic and voting mechanisms, (d) any material agreements, understandings or relationships, including financial transactions and compensation, between the nominating stockholder and the proposed nominees and (d) such other information concerning each such nominee as would be required, under the rules of the SEC, in a proxy statement soliciting proxies in a contested election of such nominees. Such notice shall include a signed consent of each such nominee to serve as a director of the Corporation, if elected. In addition, any stockholder nominee, to be elected validly nominated, shall submit to the Secretary the questionnaire required pursuant to Section 2.6.3 of these Bylaws. A stockholder intending to nominate one or more candidates for election as directors must comply with the advance notice bylaw provisions specifically applicable to the nomination of candidates for election as directors for such nomination to be properly brought before the meeting. For purposes of these Bylaws, “public disclosure” shall mean shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Board of Directors Corporation with the SEC pursuant to Sections 13, 14 or 15(d) of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size Securities Exchange Act of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting1934, aas amended.

Nomination of Directors. Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations Nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, Directors or by any stockholder of record at the time of giving of notice provided for herein. However(each, any stockholder a "Nominator") entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written directors. Such nominations, other than those made by the Board of Directors, shall be made in writing pursuant to timely notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary Corporate Secretary of the corporation not later than, (a) Company as set forth in this Section 3. To be timely in connection with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance a Nominator's notice, setting forth the name and address of the first anniversary person to be nominated, shall be delivered to or mailed and received at the principal executive offices of the Company not less than 90 days nor more than 180 days prior to the date on which the corporation's proxy statement was released to security holders in connection with the immediately preceding year's annual meeting of stockholders was held. To be timely in connection with any election of a director at a special meeting of the stockholders, a Nominator's notice, setting forth the name of the person to be nominated, shall be delivered to or mailed and received at the principal executive offices of the Company not less than forty days nor more than sixty days prior to the date of such meeting; PROVIDEDprovided, HOWEVERhowever, that in the event that less than forty-seven days' notice or prior public disclosure of the date of the annual special meeting of the stockholders is changed by more than thirty (30) days from such anniversary dategiven or made to the stockholders, the Nominator's notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) seventh day following the earlier of the day on which such notice of the date of the meeting was mailed or such public disclosure was made. At such time, the Nominator shall also submit written evidence, reasonably satisfactory to the Corporate Secretary of the Company, that the Nominator is a stockholder of the Company and shall identify in writing (a) the name and address of the Nominator, (b) the number of shares of each class of capital stock of the Company owned beneficially by the Nominator, (c) the name and address of each of the persons with whom the Nominator is acting in concert, (d) the number of shares of capital stock beneficially owned by each such person with whom the Nominator is acting in concert and (e) a description of all arrangements or understandings between the Nominator and each nominee and any other persons with whom the Nominator is acting in concert pursuant to which the nomination or nominations are to be made. At such time, the Nominator shall also submit in writing (i) the information with respect to an election each such proposed nominee that would be required to be held at provided in a special meeting proxy statement prepared in accordance with Regulation 14A under the Exchange Act and (ii) a notarized affidavit executed by each such proposed nominee to the effect that, if elected as a member of stockholders the Board of Directors, he will serve and that he is eligible for election as a member of the election Board of directors, not earlier than the close of business on the 90th day Directors. Within thirty days (or such shorter time period that may exist prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting) after the Nominator has submitted the aforesaid items to the Corporate Secretary of the Company, the Corporate Secretary of the Company shall determine whether the evidence of the Nominator's status as a stockholder submitted by the Nominator is reasonably satisfactory and shall notify the Nominator in writing of his determination. The failure of the Corporate Secretary of the Company to find such evidence reasonably satisfactory, or the failure of the Nominator to submit the requisite information in the form or within the time indicated, shall make the person to be nominated ineligible for nomination at the meeting at which such person is proposed to be nominated. The Chairman of the Meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare to the meeting and the nominees proposed by defective nomination shall be disregarded. Beneficial ownership shall be determined in accordance with Rule 13d-3 under the board Exchange Act. No provision of directors to be elected at such a meeting. Notwithstanding any of the foregoing this Section 3 shall apply to the contrary, election of any Class B Director (as defined in the event that the number Restated Certificate of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, aIncorporation).

Nomination of Directors. (a) Except for (1) any directors entitled to be elected by the holders of preferred stock, if any, (2) any directors elected in accordance with Section 2.7 hereof by the Board of Directors to fill a vacancy or newly created directorships or (3) as otherwise fixed required by resolution applicable law or stock market regulation, only persons who are nominated in accordance with the procedures in this Section 1.10 shall be eligible for election as directors. Nomination for election to the Board of Directors at a meeting of stockholders may be made (i) by or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or (ii) by any stockholder of the Corporation who (x) complies with the notice procedures set forth in Section 1.10(b) and (y) is a stockholder of record at on the time date of the giving of such notice provided and on the record date for herein. However, any stockholder the determination of stockholders entitled to vote at such meeting. (b) To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive offices of the Corporation as follows: (i) in the case of an election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, not less than 90 days nor more than 120 calendar days in advance of prior to the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's ’s annual meeting; PROVIDEDprovided, HOWEVERhowever, that (x) in the case of the annual meeting of stockholders of the Corporation to be held in 2008 or (y) in the event that the date of the annual meeting in any other year is changed advanced by more than thirty (30) days 20 days, or delayed by more than 60 days, from such the first anniversary dateof the preceding year’s annual meeting, a stockholder’s notice by the stockholder to be timely must be so received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the tenth later of (10thA) the 90th day prior to such annual meeting and (B) the 10th day following the earlier of the day on which notice of the date of the such annual meeting was mailed or public disclosure of the date of such annual meeting was made, and whichever first occurs; or (bii) with respect to in the case of an election to be held of directors at a special meeting of stockholders for stockholders, provided that the election Board of directorsDirectors has determined that directors shall be elected at such meeting, not earlier than the close of business on the 90th 120th day prior to such special meeting and not later than the close of business on the later of (x) the 60th 90th day prior to such special meeting or and (y) the tenth (10th) 10th day following the day on which public disclosure is first made notice of the date of the such special meeting was mailed or public disclosure of the date of such special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting (or the public announcement thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice. The stockholder’s notice to the Secretary shall set forth: (A) as to each proposed nominee, (1) such person’s name, age, business address and, if known, residence address, (2) such person’s principal occupation or employment, (3) the class and number of shares of stock of the Corporation which are beneficially owned by such person, and (4) any other information concerning such person that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (B) as to the stockholder giving the notice, (1) such stockholder’s name and address, as they appear on the Corporation’s books, (2) the class and number of shares of stock of the Corporation which are owned, beneficially and of record, by such stockholder, (3) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (4) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the person(s) named in its notice and (5) a representation whether the stockholder intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the nominee and/or (y) otherwise to solicit proxies from stockholders in support of such nomination; and (C) as to the beneficial owner, if any, on whose behalf the nomination is being made (1) such beneficial owner’s name and address, (2) the class and number of shares of stock of the Corporation which are beneficially owned by such beneficial owner, (3) a description of all arrangements or understandings between such beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made and (4) a representation whether the beneficial owner intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the nominee and/or (y) otherwise to solicit proxies from stockholders in support of such nomination. In addition, to be effective, the stockholder’s notice must be accompanied by the board of directors to be elected at such a meeting. Notwithstanding any written consent of the foregoing proposed nominee to serve as a director if elected. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required to determine the eligibility of such proposed nominee to serve as a director of the Corporation. A stockholder will be deemed not to have complied with this Section 1.10(b) if the stockholder (or beneficial owner, if any, on whose behalf the nomination is made) solicits or does not solicit, as the case may be, proxies in support of such stockholder’s nominee in contravention of the representations with respect thereto required by this Section 1.10. (c) The chairman of any meeting shall have the power and duty to determine whether a nomination was made in accordance with the provisions of this Section 1.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee in compliance with the representations with respect thereto required by this Section 1.10), and if the chairman should determine that a nomination was not made in accordance with the provisions of this Section 1.10, the chairman shall so declare to the contrarymeeting and such nomination shall be disregarded. (d) Except as otherwise required by law, nothing in this Section 1.10 shall obligate the event that the number of directors to be elected by Corporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed on behalf of the corporation is increased and there is no public disclosure by Corporation or the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy information with respect to any nominee for director submitted by a stockholder. (70e) days prior to Notwithstanding the first anniversary foregoing provisions of this Section 1.10, if the stockholder (or a qualified representative of the date stockholder) does not appear at the annual or special meeting of stockholders of the preceding year's annual meetingCorporation to present a nomination, asuch nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 1.10, to be considered a qualified representative of the stockholder, a person must be authorized by a written instrument 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 written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, at the meeting of stockholders. (f) For purposes of this Section 1.10, “public disclosure” shall include disclosure in a press release reported by the Dow ▇▇▇▇▇ News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Nomination of Directors. Except as otherwise fixed by resolution Nomination for election of members of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, Directors or by any stockholder of record at any outstanding class of capital stock of the time of giving of notice provided for herein. However, any stockholder Corporation entitled to vote in for the election of directors as provided herein may nominate one or more persons for election as directors at Directors and who complies with the notice provisions in this Section. Notice by a meeting only if written notice stockholder of such stockholder's intent intention to make such nomination or any nominations has been shall be made in writing and shall be delivered to or mailed and received by to the secretary Secretary at the principal executive offices of the corporation not later than, Corporation (a) with respect in the case of an annual meeting, not less than 120 days nor more than 180 days prior to an the date of the meeting of stockholders called for the election of Directors which, for purposes of this provision, shall be deemed to be held at an on the same date as the annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with stockholders for the preceding year's annual meeting; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed advanced by more than thirty (30) 30 days or delayed by more than 60 days from such the anniversary datedate of the preceding year's annual meeting, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, so delivered not earlier than the close of business on the 90th 180th day prior to such special annual meeting and not later than the close of business on the later of the 60th 120th day prior to such special annual meeting or the tenth (10th) day following the day on which public disclosure announcement of the date of such annual meeting is first made made; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no was mailed or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary announcement of the date of the preceding yearspecial meeting was made, whichever first occurs. Such notification shall contain the following information (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the number of shares of capital stock of the Corporation owned by each proposed nominee; (d) the name and residence address of the notifying stockholder; (e) the number of shares of capital stock of the Corporation owned by the notifying stockholder; (f) the consent in writing of the proposed nominee as to the proposed nominee's annual meetingname being placed in nomination for Director; (g) a description of all arrangements or understandings between such notifying stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such notifying stockholder, a(h) a representation that such notifying stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (i) all information relating to such proposed nominee that would be required to be disclosed by Regulation 14A under the Securities Exchange Act of 1934, as amended, and Rule 14a-11 promulgated thereunder, assuming such provisions would be applicable to the solicitation of proxies for such proposed nominee. Nominations not made in accordance herewith shall be disregarded and, upon the chairman's instructions, the teller shall disregard all votes cast for each such nominee.

Nomination of Directors. Except (a) So long as otherwise fixed the number of shares of Common Stock issuable upon conversion in full of the outstanding Series C Preferred Stock held by resolution the Series C Stockholder represents 40% or more of the number of Fully Diluted Shares, (i) GECC shall have the right each year to designate, by written notice thereof to the Company, two individuals (who are each legally, mentally and physically capable of serving) for the Company to nominate for election to the Board of Directors pursuant at the Company's annual meeting, and the Company shall so nominate such individuals in accordance with its Bylaws and (ii) each of the Company's Audit and Compensation Committees shall include both directors so designated by GECC. GECC shall deliver any such written notice at least 60 days prior to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations date set for the election of directors may be made (or if not theretofore notified by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice Company of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) 60 days prior to the first anniversary of the date Company's most recent annual meeting). (b) So long as the number of shares of Common Stock issuable upon conversion in full of the preceding yearoutstanding Series C Preferred Stock held by the Series C Stockholder represents 25% or more (but less than 40%) of the number of Fully Diluted Shares, (i) GECC shall have the right each year to designate, by written notice thereof to the Company, one individual (who is legally, mentally and physically capable of serving) for the Company to nominate for election to the Board of Directors at the Company's annual meeting, aand the Company shall so nominate such individual in accordance with the Company's Bylaws and (ii) each of the Company's Audit and Compensation Committees shall include the director who was so designated by GECC. GECC shall deliver any such written notice at least 60 days prior to the date set for the election of directors (or if not theretofore notified by the Company of such date, at least 60 days prior to the first anniversary of the Company's most recent annual meeting). (c) At any time the Series C Stockholder is entitled to designate two or one nominees for the Board of Directors pursuant to Section 2(a) or 2(b), as the case may be, the Company shall identify any such nominee as the designee of the Series C Stockholder in any proxy statement, information statement or other document delivered to the Common Stockholders in which such nominees are named. (d) The rights granted to the Series C Stockholder pursuant to this Section 2 may not be, directly or indirectly, assigned or transferred.

Nomination of Directors. Except 1. Only persons who are nominated in accordance with the following procedures shall be eligible for election as otherwise fixed by resolution directors of the Board Company. Nominations of Directors pursuant persons for election to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election board of directors may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors: a) by or at the direction of the board, including pursuant to a notice of meeting; or b) by any person (a “Nominating Shareholder”), (A) who, at the close of business on the date of the giving by the Board Nominating Shareholder of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. Howeverbelow in this Article 14.12 and at the close of business on the record date for notice of such meeting, any stockholder entitled to vote is entered in the election securities register of directors the Company as provided herein may nominate a holder of one or more persons Common Shares carrying the right to vote at such meeting or who beneficially owns Common Shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this Article 14.12. 2. In addition to any other requirements under applicable laws, for election as directors at a meeting only if nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given prior notice thereof that is both timely (in accordance with paragraph 3 below) and in proper written notice of such stockholder's intent form (in accordance with paragraph 4 below) to make such nomination or nominations has been delivered to or mailed and received by the secretary Secretary of the corporation not later thanCompany at the principal executive offices of the Company. 3. To be timely, (a Nominating Shareholder’s notice to the Secretary of the Company must be made: a) with respect to an election to be held at in the case of an annual meeting of stockholdersshareholders, 120 calendar not less than 30 nor more than 65 days in advance prior to the date of the first anniversary annual meeting of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meetingshareholders; PROVIDEDprovided, HOWEVERhowever, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting is changed by more than thirty (30) days from such anniversary datewas made, notice by the stockholder to Nominating Shareholder may be timely must be received made not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (Notice Date; and b) with respect to an election to be held at in the case of a special meeting (which is not also an annual meeting) of stockholders shareholders called for the election purpose of directorselecting directors (whether or not called for other purposes), not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) fifteenth day following the day on which the first public disclosure is first made announcement of the date of the special meeting of shareholders was made. The time periods for the giving of a Nominating Shareholder’s notice set forth above shall in all cases be determined based on the original date of the applicable annual meeting or special meeting of shareholders, and in no event shall any adjournment or postponement of a meeting of shareholders or the nominees proposed announcement thereof commence a new time period for the giving of such notice. 4. To be in proper written form, a Nominating Shareholder’s notice to the Secretary of the Company must set forth: a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (A) the name, age, business address and residential address of the person; (B) the present principal occupation, business or employment of the person within the preceding five years, as well as the name and principal business of any company in which such employment is carried on; (C) the citizenship of such person; (D) the class or series and number of Common Shares in the capital of the Company which are controlled or which are owned beneficially or of record by the board of directors to be elected at such a meeting. Notwithstanding any person as of the foregoing to record date for the contrary, in the event that the number meeting of directors to be elected by the Board of Directors of the corporation is increased shareholders (if such date shall then have been made publicly available and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70shall have occurred) days prior to the first anniversary and as of the date of such notice; and (E) any other information relating to the preceding year's annual meetingperson that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below); and b) as to the Nominating Shareholder giving the notice, afull particulars regarding any proxy, contract, agreement, arrangement or understanding pursuant to which such Nominating Shareholder has a right to vote or direct the voting of any Common Shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below). The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee. 5. No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Article 14.12; provided, however, that nothing in this Article 14.12 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter that is properly before such meeting pursuant to the provisions of the Act or the discretion of the Chairman. The Chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded. 6. For purposes of this Article 14.12 and Article 10.10:

Nomination of Directors. Except (a) Only Persons who are nominated in accordance with the following procedures shall be eligible for election as Directors, except as may be otherwise fixed provided in any Share Designation with respect to the right of holders of Preferred Shares to nominate and elect a specified number of Directors in certain circumstances. Nominations of Persons for election to the Board of Directors may be made at any annual meeting of Members, or at any special meeting of Members called for the purpose of electing Directors, (i) by resolution or at the direction of the Board of Directors pursuant to (or any duly authorized committee thereof) or (ii) by any Member (A) who is a Record Holder on the Articles of Incorporation relating to the authorization date of the Board giving of Directors to provide by resolution the notice provided for in this Section 11.14 and on the Record Date for the issuance determination of Preferred Stock Members entitled to notice of and to determine vote at such annual meeting or special meeting of Members and (B) who complies with the rights of the holders of such Preferred Stock notice procedures set forth in this Section 11.14. (b) In addition to elect directorsany other applicable requirements, nominations for the election of directors may a nomination to be made by a Member, such Member must have given timely notice thereof in proper written form to the Board of DirectorsSecretary. (c) To be timely, by a committee appointed by Member’s notice to the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been Secretary must be delivered to or be mailed and received by at the secretary principal offices of the corporation Company (i) in the case of an annual meeting, not later than, less than one hundred and twenty (a120) with respect days nor more than one hundred and fifty (150) days prior to an election to be held at an the anniversary date of the immediately preceding annual meeting of stockholdersMembers; provided, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERhowever, that in the event that the date of the annual meeting is changed by more than thirty called for a date that is not within twenty-five (3025) days from before or after such anniversary date, notice by the stockholder Member in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (bii) with respect to an election to be held at in the case of a special meeting of stockholders Members called for the election purpose of directorselecting Directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no was mailed or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting or a special meeting called for the purpose of electing Directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a Member’s notice as described above. (d) To be in proper written form, a Member’s notice to the Secretary must set forth the following information: (i) as to each Person whom the Member proposes to nominate for election as a Director (A) the name, age, business address and residence address of such Person, (B) the principal occupation or employment of such Person, (C) (I) the class or series and number of all Share which are owned beneficially or of record by such Person, or any Affiliates or associates of such Person, (II) the name of each nominee holder of Shares owned beneficially but not of record by such Person, or any Affiliates or associates of such Person, and the number of such Shares held by each such nominee holder, (III) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such Person, or any Affiliates or associates of such Person, with respect to Shares and (IV) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of Shares) has been made by or on behalf of such Person, or any Affiliates or associates of such Person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of Share price changes for, such Person, or any Affiliates or associates of such Person, or to increase or decrease the voting power or pecuniary or economic interest of such Person, or any Affiliates or associates of such Person, with respect to Shares, (D) such Person’s written representation and agreement that such Person (I) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any Person or entity as to how such Person, if elected as a Director, will act or vote on any issue or question, (II) is not and will not become a party to any agreement, arrangement or understanding with any Person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed to the Company in such representation and agreement and (III) in such Person’s individual capacity, would be in compliance, if elected as a Director, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and Share ownership and trading policies and guidelines of the Company and (E) any other information relating to such Person that would be 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 pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (ii) as to the Member giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (A) the name and record address of the Member giving the notice and the name and principal place of business of such beneficial owner; (B) (I) the class or series and number of all Shares which are owned beneficially or of record by such Person, or any Affiliates or associates of such Person, (II) the name of each nominee holder of Shares owned beneficially but not of record by such Person or any Affiliates or associates of such Person, and the number of Shares held by each such nominee holder, (III) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such Person, or any Affiliates or associates of such Person, with respect to Shares and (IV) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of Shares) has been made by or on behalf of such Person, or any Affiliates or associates of such Person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of Share price changes for, such Person, or any Affiliates or associates of such Person, or to increase or decrease the voting power or pecuniary or economic interest of such Person, or any Affiliates or associates of such Person, with respect to Shares; (C) a description of (I) all agreements, arrangements, or understandings (whether written or oral) between such Person, or any Affiliates or associates of such Person, and any proposed nominee for election as a Director, or any Affiliates or associates of such proposed nominee, (II) all agreements, arrangements, or understandings (whether written or oral) between such Person, or any Affiliates or associates of such Person, and any other Person or Persons (including their names) pursuant to which the nomination(s) are being made by such Person, or otherwise relating to the Company or their ownership of Shares, and (III) any material interest of such Person, or any Affiliates or associates of such Person, in such nomination, including any anticipated benefit therefrom to such Person, or any Affiliates or associates of such Person; (D) a representation that the Member giving notice intends to appear in person or by proxy at the annual meeting or special meeting to nominate the Persons named in its notice; and (E) any other information relating to such Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of Directors pursuant to Section 14 of the Exchange Act. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a Director if elected. (e) A Member providing notice of any nomination proposed to be made at an annual meeting or special 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 11.14 shall be true and correct as of the Record Date for determining the Members entitled to receive notice of the annual meeting or special meeting, aand such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal offices of the Company not later than five (5) business days after the Record Date for determining the Members entitled to receive notice of such annual meeting or special meeting. (f) No Person shall be eligible for election as a Director unless nominated in accordance with the procedures set forth in this Section 11.14. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Nomination of Directors. Except Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the certificate of incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances and in the certificate of incorporation and these by-laws with respect to the right of Significant Holders and the Chief Executive Officer or Acting CEO to nominate for election a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or Exhibit B-p.9 at any special meeting of stockholders called for the purpose of electing directors, (a) by resolution or at the direction of the Board of Directors pursuant to (or any duly authorized committee thereof, including the Articles Special Nominating Committee described in Article II of Incorporation relating to these by-laws) in accordance with the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, by-laws or (b) by any stockholder of the Corporation (i) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 2 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 2.4. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the election Secretary of directors as provided herein may nominate one or more persons for election as directors at the Corporation. To be timely, a meeting only if written notice of such stockholder's intent notice to make such nomination or nominations has been the Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation not later than, Corporation (a) with respect in the case of an annual meeting, not less than sixty (60) days nor more than ninety (90) days prior to an election to be held at an the anniversary date of the immediately preceding annual meeting of stockholders; provided, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERhowever, that in the event that the date of the annual meeting is changed by more than called for a date that is not within thirty (30) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) with respect to an election to be held at in the case of a special meeting of stockholders called for the election purpose of electing directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no was mailed or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding yearspecial meeting was made, whichever first occurs. To be in proper written form, a stockholder's annual meetingnotice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, aage, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be 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 pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be 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 pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Exhibit B-p.10 Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Nomination of Directors. Except Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as otherwise fixed directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization (or any committee thereof) or (b) by any stockholder of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by Corporation who is a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. Howeverin this Section 2.10, any stockholder who shall be entitled to vote in for the election of directors as provided herein may nominate one at the meeting and who complies with the notice procedures set forth in this Section 2.10. Such nominations, other than those made by or more persons for election as directors at the direction of the Board of Directors (or any committee thereof), shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a meeting only if written stockholder’s notice of such stockholder's intent to make such nomination or nominations has been shall be delivered to or mailed and received by at the secretary principal executive offices of the corporation Corporation not later than, (a) with respect less than 60 days nor more than 90 days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's ’s annual meetingmeeting of stockholders; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed by advanced more than thirty (30) 30 days from prior to such anniversary date, notice by the stockholder date or delayed more than 60 days after such anniversary date then to be timely such notice must be received not by the Corporation no earlier than 120 days prior to such annual meeting and no later than the close later of business on 70 days prior to the tenth (10th) date of the meeting and the 10th day following the earlier of the day on which notice public announcement of the date of the meeting was mailed or public disclosure was made; provided further, and (b) that with respect to any director nominee proposed by a stockholder or stockholders pursuant to Rule 14a-11 or Rule 14a-18 (or successor provisions) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the applicable deadline by which the Secretary of the Corporation must receive written notice of such nomination shall be that provided in Rule 14a-11(b)(10) (or successor provision) (treating any nomination governed by Rule 14a-18 as if governed by Rule 14a-11 for this purpose), and not by the rules of the instant provision. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be held at a special meeting disclosed in solicitations of stockholders proxies for the election of directors, not earlier than or is otherwise required, in each case pursuant to Regulation 14A under the close of business Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the stockholder giving the notice: (i) the name and address, as they appear on the 90th day prior to Corporation’s books, of such special meeting stockholder and not later than any Stockholder Associated Person (defined below) covered by clause (ii) below and (ii) (A) the close class and number of business on the later shares of capital stock of the 60th day prior Corporation which are held of record or are beneficially owned by such stockholder and any Stockholder Associated Person and (B) any derivative positions held or beneficially held by the stockholder and any Stockholder Associated Person with respect to the Corporation’s securities and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of, or economic exposure of, such special meeting or stockholder and any Stockholder Associated Person with respect to the tenth (10th) day following Corporation’s securities. At the day on which public disclosure is first made request of the date Board of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding Directors, any of the foregoing to the contrary, in the event that the number of directors to be elected person nominated by the Board of Directors (or any committee thereof) for election as a director shall furnish to the Secretary of the corporation is increased Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this Bylaw. The chairman of the meeting shall, if the facts in his judgment warrant, determine and there is no public disclosure declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the corporation naming Bylaws, and if he should so determine and declare, the nominees for director or specifying defective nomination shall be disregarded. In addition to the size foregoing provisions of this Section 2.10, a stockholder shall also comply with all applicable requirements of the increased Board of Directors at least seventy (70) days prior Exchange Act and the rules and regulations thereunder with respect to the first anniversary of the date of the preceding year's annual meeting, amatters set forth in this Section 2.10.

Nomination of Directors. (a) Except for (i) directors nominated pursuant to the Governance Agreement, dated as of May 6, 2009, by and among the Corporation, Chiesi Farmaceutici SpA (“Chiesi SpA”) and the stockholders named therein (the “Governance Agreement”) while it is in effect, (ii) any directors entitled to be elected by the holders of preferred stock, (iii) any directors elected in accordance with Section 2.8 hereof by the Board of Directors to fill a vacancy or newly created directorships or (iv) as otherwise fixed required by resolution applicable law or stock market regulation, only persons who are nominated in accordance with the procedures in this Section 1.10 shall be eligible for election as directors. Nomination for election to the Board of Directors of the corporation at a meeting of stockholders may be made (A) by or at the direction of the Nominating Committee of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or (B) by any stockholder of the corporation who (x) complies with the notice procedures set forth in Section 1.10(b) and (y) is a stockholder of record at on the time date of the giving of such notice provided and on the record date for herein. However, any stockholder the determination of stockholders entitled to vote at such meeting. (b) To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive offices of the corporation as follows: (x) in the case of an election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, not less than 90 days nor more than 120 calendar days in advance of prior to the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's ’s annual meeting; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed advanced by more than thirty (30) days 20 days, or delayed by more than 60 days, from such the first anniversary dateof the preceding year’s annual meeting, a stockholder’s notice by the stockholder to be timely must be so received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth (10th) day following the earlier of the day on which notice of the date of the such annual meeting was mailed or public disclosure of the date of such annual meeting was made, and whichever first occurs; or (by) with respect to in the case of an election to be held of directors at a special meeting of stockholders for stockholders, provided that the election Board of directorsDirectors has determined that directors shall be elected as such meeting, not earlier than the close of business on the 90th 120th day prior to such special meeting and not later than the close of business on the later of (i) the 60th 90th day prior to such special meeting or and (ii) the tenth (10th) day following the day on which public disclosure is first made notice of the date of the such special meeting was mailed or public disclosure of the date of such special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual or special meeting (or the public announcement thereof) commence a new time (or extend any time period) for the giving of a stockholder’s notice. The stockholder’s notice to the Secretary shall set forth: (a) as to each proposed nominee (i) such person’s name, age, business address and, if known, residence address, (ii) such person’s principal occupation or employment, (iii) the class and number of shares of stock of the corporation which are beneficially owned by such person, and (iv) any other information concerning such person that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (b) as to the stockholder giving the notice (i) such stockholder’s name and address, as they appear on the corporation’s books, (ii) the class and number of shares of stock of the corporation which are owned, beneficially and of record, by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the person(s) named in its notice and (v) a representation whether the stockholder intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such nomination; and (c) as to the beneficial owner, if any, on whose behalf the nomination is being made (i) such beneficial owner’s name and address, (ii) the class and number of shares of stock of the corporation which are beneficially owned by such beneficial owner, (iii) a description of all arrangements or understandings between such beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made and (iv) a representation whether the beneficial owner intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock requirement to elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such nomination. In addition, to be effective, the stockholder’s notice must be accompanied by the board of directors to be elected at such a meeting. Notwithstanding any written consent of the foregoing proposed nominee to serve as a director if elected. The corporation may require any proposed nominee to furnish such other information as may reasonably be required to determine the eligibility of such proposed nominee to serve as a director of the corporation. A stockholder shall not have complied with this Section 1.10(b) if the stockholder or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee in compliance with the representations with respect thereto required by this Section 1.10. (c) The chairman of any meeting shall, if the facts warrant, have the power and duty to determine that a nomination was not made in accordance with the provisions of this Section 1.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee in compliance with the representations with respect thereto required by this Section 1.10), and if the chairman should so determine, the chairman shall so declare to the contrarymeeting and such nomination shall be disregarded. (d) Except as otherwise required by law, nothing in this Section 1.10 shall obligate the event that the number of directors to be elected by corporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed on behalf of the corporation is increased and there is no public disclosure by or the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy information with respect to any nominee for director submitted by a stockholder. (70e) days prior to Notwithstanding the first anniversary foregoing provisions of this Section 1.10, if the stockholder (or a qualified representative of the date stockholder) does not appear at the annual or special meeting of stockholders of the preceding year's annual meetingcorporation to present a nomination, asuch nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 1.10, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. (f) For purposes of this Section 1.10, “public disclosure” shall include disclosure in a press release reported by the Dow ▇▇▇▇▇ New Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Nomination of Directors. (a) Except as otherwise fixed for any directors elected in accordance with Section 3.4 hereof by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution fill a vacancy or newly created directorships, only persons who are nominated in accordance with the procedures in this Section 2.10 shall be eligible for election as directors. Nomination for election to the issuance Board of Preferred Stock and to determine the rights Directors of the holders Corporation at a meeting of such Preferred Stock to elect directors, nominations for the election of directors stockholders may be made (i) by or at the direction of the Board of Directors, by a committee appointed by the board of directors, ; or (ii) by any stockholder of the Corporation who (x) complies with the notice procedures set forth in Section 2.10(b) and (y) is a stockholder of record at on the time date of the giving of such notice provided and on the record date for herein. However, any stockholder the determination of stockholders entitled to vote at such meeting. (b) To be timely, a stockholder’s notice must be received in writing by the Corporation’s Secretary at the principal executive offices of the Corporation as follows: (i) in the case of an election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar not less than ninety (90) days in advance of nor more than one hundred twenty (120) days prior to the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's ’s annual meeting; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting in any year is changed by more than thirty (30) days from such the first anniversary dateof the preceding year’s annual meeting, a stockholder’s notice by the stockholder to be timely must be so received not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of (A) the ninetieth (90th) day prior to such annual meeting and (B) the tenth (10th) day following the earlier of the day on which notice of the date of the such annual meeting was mailed or public disclosure of the date of such annual meeting was made, and whichever first occurs; or (bii) with respect to in the case of an election to be held of directors at a special meeting of stockholders for the election of directorsstockholders, not earlier than the close of business on the 90th one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of (x) the 60th ninetieth (90th) day prior to such special meeting or and (y) the tenth (10th) day following the day on which public disclosure is first made notice of the date of the such special meeting and was mailed or public disclosure of the nominees proposed by date of such special meeting was made, whichever first occurs. Such stockholder’s notice shall set forth (i) as to each person whom the board of directors stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be elected at disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a meeting. Notwithstanding any nominee and to serving as a director if elected); (ii) as to the stockholder giving the notice (A) the name and address, as they appear on the Corporation’s books, of such stockholder and (B) the class and number of shares of the foregoing Corporation which are beneficially owned by such stockholder and also which are owned of record by such stockholder; and (iii) as to the contrarybeneficial owner, in if any, on whose behalf the event that nomination is made, (A) the name and address of such person and (B) the class and number of directors to be elected shares of the Corporation which are beneficially owned by such person. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the corporation Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee. (c) The chairman of any meeting shall, if the facts warrant, determine that a nomination was not made in accordance with the provisions of this Section 2.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination is increased and there made solicited (or is no public disclosure part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee in compliance with the representations with respect thereto required by this Section 2.10). (d) Except as otherwise required by law, nothing in this Section 2.10 shall obligate the corporation naming Corporation or the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary include in any proxy statement or other stockholder communication distributed on behalf of the date Corporation or the Board of Directors information with respect to any nominee for director submitted by a stockholder. (e) Notwithstanding the foregoing provisions of this Section 2.10, if the stockholder (or a qualified representative of the preceding year's stockholder) does not appear at the annual meetingor special meeting of stockholders of the Corporation to present a nomination, asuch nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. (f) For purposes of this Section 2.10, “public disclosure” shall include disclosure in a press release reported by the Dow ▇▇▇▇▇ New Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Nomination of Directors. Except Only persons who are nominated ----------------------- in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the Certificate of Incorporation of the Corporation with respect to the right of holders of Preferred Stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 10 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 10. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the election Secretary of directors as provided herein may nominate one or more persons for election as directors at the Corporation. To be timely, a meeting only if written notice of such stockholder's intent notice to make such nomination or nominations has been the Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation Corporation not later than, less than ninety (a90) with respect days nor more than one hundred and twenty (120) days prior to an election to be held at an the anniversary date of the immediately preceding annual meeting of stockholders; provided, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERhowever, that in the event that the date of the annual -------- ------- meeting is changed by more than called for a date that is not within thirty (30) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the later of (i) ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders and (ii) the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special annual meeting was made, whichever first occurs. To be in proper written form, a stockholder's notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person that would be 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 pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the nominees rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination (s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the board annual meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be 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 pursuant to be elected at such a meeting. Notwithstanding any Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 10. If the chairman of the annual meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the contrary, in the event meeting that the number of directors to nomination was defective and such defective nomination shall be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, adisregarded.

Nomination of Directors. Except (a) Only persons who are nominated in accordance with this Section 2.3 shall be eligible for election as otherwise fixed directors at any annual or special meeting of stockholders. Nominations of persons for election as directors may be made only (i) by resolution or at the direction of the Board of Directors pursuant to the Articles or (ii) by any person who is a stockholder of Incorporation relating to the authorization record of the Board corporation at the time of Directors giving the notice provided for in this Section 2.3, who is entitled to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations vote for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. Howeverrespective meeting, and who (in addition to any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if other applicable requirements) has given timely written notice of such stockholder's intent thereof in accordance with this Section 2.3 to make such nomination or nominations has been delivered to or mailed and received by the secretary Clerk at the principal executive offices of the corporation not later than, corporation. (ab) To be timely with respect to an election to annual meeting, a stockholder's notice must be held at an received by the Clerk not less than ninety (90) days nor more than one hundred twenty (120) days before the anniversary of the date on which the corporation first mailed its proxy materials for the immediately preceding annual meeting of stockholders; provided that, 120 calendar if the annual meeting is not held within thirty (30) days in advance of before or after the first anniversary of such preceding annual meeting, such stockholder's notice to be timely must be so received not later than the close of business on the later of (i) the one hundred twentieth (120th) day before the date of such annual meeting or (ii) the corporation's proxy statement was released to security holders in connection with tenth (10th) day after the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that day on which notice of the date of the annual meeting is changed was mailed or other public disclosure of the date of the annual meeting was made, whichever occurs first. (c) To be timely with respect to a special meeting, a stockholder's notice must be received by the Clerk not less than ninety (90) days nor more than thirty one hundred twenty (30120) days from before the date of the special meeting; provided that, if the first day on which notice of the special meeting is mailed to stockholders or on which public disclosure of the date of the special meeting is made is less than one hundred (100) days before the date of the special meeting, such anniversary date, stockholder's notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of after the day on which notice of the date of the special meeting was mailed or other public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting was made, whichever occurs first. (d) Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director: (i) the name, age, business address and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any residence address of the foregoing to person, (ii) the contraryprincipal occupation or employment of the person, in (iii) the event that the class and number of directors to be elected by the Board shares of Directors capital stock of the corporation is increased and there is no public disclosure that are beneficially owned by the corporation naming person and (iv) any other information relating to the nominees person that is required to be disclosed in solicitations for director or specifying proxies for election of directors pursuant to Regulation 14A under the size Securities Exchange Act of 1934, as amended; and (b) as to the stockholder giving the notice: (i) the name and record address of such stockholder and the name and address of the increased Board beneficial owner, if any, on whose behalf the proposal is made and (ii) the class and number of Directors at least seventy shares of the corporation that are beneficially owned by such stockholder and such other beneficial owner, if any. (70e) days prior The chairman of the meeting shall, if the facts warrant, determine and declare to the first anniversary of meeting that a nomination was not made in accordance with this Section 2.3, and if he should so determine, he shall so declare to the date of meeting and the preceding year's annual meeting, adefective nomination shall be disregarded.

Nomination of Directors. Except (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (i) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 2.16 and on the record date for the determination of stockholders entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of and to vote at such annual meeting or special meeting and (B) who complies with the notice procedures set forth in this Section 2.16. (b) In addition to any other applicable requirements, for a nomination to be made by a stockholder's intent , such stockholder must have given timely notice thereof in proper written form to make such nomination or nominations has been the Secretary of the Corporation. (c) To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received by at the secretary principal executive offices of the corporation Corporation (i) in the case of an annual meeting, not later than, less than ninety (a90) with respect days nor more than one hundred and twenty (120) days prior to an election to be held at an the anniversary date of the immediately preceding annual meeting of stockholders; provided, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERhowever, that in the event that the date of the annual meeting is changed by more than thirty called for a date that is not within twenty-five (3025) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (bii) with respect to an election to be held at in the case of a special meeting of stockholders called for the election purpose of electing directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no was mailed or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting or a special meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (d) To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) (I) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (II) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (III) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (IV) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (D) such person’s written representation and agreement that such person (I) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question, (II) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation in such representation and agreement, (III) in such person’s individual capacity, would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the Corporation and (IV) consents to serving as a director if elected and currently intends to serve as a director for the full term for which such person is standing for election and (E) any other information relating to such person that would be 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 pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (A) the name and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner; (B) (I) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (II) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (III) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (IV) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (C) a description of (I) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee, or any affiliates or associates of such proposed nominee, (II) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, or otherwise relating to the Corporation or their ownership of capital stock of the Corporation, and (III) any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (D) a representation that the stockholder giving notice intends to appear in person or by proxy at the annual meeting or special meeting to nominate the persons named in its notice; and (E) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. (e) A stockholder providing notice of any nomination proposed to be made at an annual meeting or special 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 2.16 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual meeting or special meeting, aand such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such annual meeting or special meeting. (f) No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.16. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Nomination of Directors. Except Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation, if any, to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 2.2 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 2.2. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the election secretary of directors as provided herein may nominate one or more persons for election as directors at the Corporation. To be timely, a meeting only if written notice of such stockholder's intent notice to make such nomination or nominations has been the secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation not later than, Corporation (a) with respect in the case of an annual meeting, not less than ninety (90) days nor more than one hundred and twenty (120) days prior to an election to be held at an the anniversary date of the immediately preceding annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than called for a date that is not within thirty (30) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) with respect to an election to be held at in the case of a special meeting of stockholders called for the election purpose of electing directors, not earlier less than the close of business on the 90th day ninety (90) days nor more than one hundred and twenty (120) days prior to such special meeting meeting. To be in proper written form, a stockholder's notice to the secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and not later than the close of business on the later residence address of the 60th day prior person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be 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 pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings 4 between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such special meeting stockholder that would be required to be disclosed in a proxy statement or the tenth (10th) day following the day on which public disclosure is first other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the date Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the special meeting and Corporation unless nominated in accordance with the nominees proposed by procedures set forth in this Section 2.2. If the board of directors to be elected at such a meeting. Notwithstanding any chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the contrary, in the event meeting that the number of directors to nomination was defective and such defective nomination shall be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, adisregarded.

Nomination of Directors. Except Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the Articles of Incorporation with respect to the right of holders of preferred shares of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of shareholders (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization (or any duly authorized committee thereof) or (b) by any shareholders of the Board Corporation (i) who is a shareholder of Directors to provide by resolution record on the date of the giving of the notice provided for in this Section 3.4 and on the record date for the issuance determination of Preferred Stock shareholder entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 3.4. In addition to determine the rights of the holders of such Preferred Stock any other applicable requirements, for a nomination to elect directors, nominations for the election of directors may be made by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Board Secretary of Directorsthe Corporation. To be timely, by a committee appointed by shareholder’s notice to the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation Corporation not later than, less than ninety (a90) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by nor more than thirty one-hundred twenty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70120) days prior to the first anniversary of the date of the immediately preceding year's annual meetingmeeting of shareholders. To be in proper written form, a shareholder’s notice to the Secretary must set forth; (a) as to each person whom the shareholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be 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 pursuant to Section 14 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder applicable to issuers that are not foreign private issuers and (b) as to the shareholder giving the notice (i) the name and record address of such shareholder, (ii) the class or series and number of shares of the Corporation which are owned beneficially and of record by such shareholder, (iii) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person and persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, (iv) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons named in its notice and (v) any other information relating to such shareholder that would be 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 of companies other than foreign private issuers pursuant to Table of Contents Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 3.4. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Nomination of Directors. Except Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as otherwise fixed directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization (or any committee thereof) or (b) by any stockholder of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by Corporation who is a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. Howeverin this Section 2.10, any stockholder who shall be entitled to vote in for the election of directors as provided herein may nominate one at the meeting and who complies with the notice procedures set forth in this Section 2.10. Such nominations, other than those made by or more persons for election as directors at the direction of the Board of Directors (or any committee thereof), shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a meeting only if written stockholder’s notice of such stockholder's intent to make such nomination or nominations has been shall be delivered to or mailed and received by at the secretary principal executive offices of the corporation Corporation not later than, (a) with respect less than 60 days nor more than 90 days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's ’s annual meetingmeeting of stockholders; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed by advanced more than thirty (30) 30 days from prior to such anniversary date, notice by the stockholder date or delayed more than 60 days after such anniversary date then to be timely such notice must be received not by the Corporation no earlier than 120 days prior to such annual meeting and no later than the close later of business on 70 days prior to the tenth (10th) date of the meeting and the 10th day following the earlier of the day on which notice public announcement of the date of the meeting was mailed made; provided further, that if the Securities and Exchange Commission shall adopt a rule or public disclosure was maderules providing a procedure by which a stockholder may cause the Corporation to include one or more director nominees proposed by such stockholder in the Corporation’s proxy statement, and such procedure would (bin the absence of a by-law provision similar to the instant provision) with respect require such stockholder to notify the Corporation of its intent to propose such a director nominee or take other steps related thereto earlier than the deadlines specified above, then the timeliness of any such stockholder proposal and related steps shall be governed by the rules of the Securities and Exchange Commission and not by the rules of the instant provision. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be held at a special meeting disclosed in solicitations of stockholders proxies for the election of directors, not earlier than or is otherwise required, in each case pursuant to Regulation 14A under the close Securities Exchange Act of business 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the stockholder giving the notice: (i) the name and address, as they appear on the 90th day prior to Corporation’s books, of such special meeting stockholder and not later than any Stockholder Associated Person (defined below) covered by clause (ii) below and (ii) (A) the close class and number of business on the later shares of capital stock of the 60th day prior Corporation which are held of record or are beneficially owned by such stockholder and any Stockholder Associated Person and (B) any derivative positions held or beneficially held by the stockholder and any Stockholder Associated Person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of, such special meeting or stockholder and any Stockholder Associated Person with respect to the tenth (10th) day following Corporation’s securities. At the day on which public disclosure is first made request of the date Board of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding Directors, any of the foregoing to the contrary, in the event that the number of directors to be elected person nominated by the Board of Directors (or any committee thereof) for election as a director shall furnish to the Secretary of the corporation is increased Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this Bylaw. The chairman of the meeting shall, if the facts in his judgment warrant, determine and there is no public disclosure declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the corporation naming Bylaws, and if he should so determine and declare, the nominees for director or specifying defective nomination shall be disregarded. In addition to the size foregoing provisions of this Section 2.10, a stockholder shall also comply with all applicable requirements of the increased Board Securities Exchange Act of Directors at least seventy (70) days prior 1934, as amended, and the rules and regulations thereunder with respect to the first anniversary of the date of the preceding year's annual meeting, amatters set forth in this Section 2.10.

Nomination of Directors. Except as otherwise fixed (1) Nominations of persons for election to the Board may be made at any Annual Meeting of shareholders or at any Special Meeting of shareholders if one of the purposes for which the Special Meeting was called was the election of directors. In order to be eligible for election to the Board at any Annual Meeting or Special Meeting of shareholders, persons must be nominated in accordance with one of the following procedures: (a) by resolution or at the direction of the Board of Directors or an authorized officer, including pursuant to a notice of meeting; (b) by or at the Articles direction or request of Incorporation relating one or more shareholders pursuant to a proposal made in accordance with the authorization provisions of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights Business Corporations Act, or a requisition of the holders shareholders made in accordance with the provisions of the Business Corporations Act; or (c) by any person (a "Nominating Shareholder"): (A) who, at the close of business on the date of the giving by the Nominating Shareholder of the notice provided for below in this Article 26.1 and at the close of business on the record date for notice of such Preferred Stock meeting, is entered in the central securities register of the Company as a holder of one or more shares carrying the right to elect directorsvote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this Article 26.1. (2) In addition to any other requirements under applicable laws, nominations for the election of directors may a nomination to be made by a Nominating Shareholder, the Board Nominating Shareholder must give notice which is both timely (in accordance with article 26.1(3) below) and in proper written form (in accordance with Article 26.1(4) below) to the Secretary of Directors, by a committee appointed by the board of directors, or by any stockholder of record Company at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary principal executive offices of the corporation not later than, Company. (3) A Nominating Shareholder's notice to the Secretary of the Company will be deemed to be timely if: (a) with respect in the case of an Annual Meeting of shareholders, such notice is made not less than 30 nor more than 65 days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance the date of the first anniversary Annual Meeting of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meetingShareholders; PROVIDEDprovided, HOWEVERhowever, that in the event that the Annual Meeting of Shareholders is to be held on a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement of the date of the annual meeting Annual Meeting is changed by more than thirty (30) days from such anniversary datemade, notice by the stockholder to be timely must be received Nominating Shareholder is made not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and Notice Date; and (b) with respect to in the case of a Special Meeting (which is not also an election to be held at a special meeting Annual Meeting) of stockholders Shareholders called for the election purpose of directorselecting directors (whether or not called for other purposes), not earlier than the close of business on the 90th day prior to such special meeting and notice is made not later than the close of business on the later of the 60th day prior to such special meeting or the tenth fifteenth (10th15th) day following the day on which the first public disclosure is first made announcement of the date of the special meeting Special Meeting of Shareholders was made. (c) Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement of this Article 26.1(3). For greater certainty, the time periods for the giving of notice by a Nominating Shareholder as aforesaid shall, in all cases, be determined based on the original date of the applicable Annual Meeting or Special Meeting, and in no event shall any adjournment or postponement of an Annual Meeting or Special Meeting or the nominees proposed announcement thereof commence a new time period for the giving of such notice. (4) A Nominating Shareholder's notice to the Secretary of the Company will be deemed to be in proper form if: (a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director, such notice sets forth: (A) the name, age, business address and residential address of the person; (B) the principal occupation or employment of the person; (C) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the board of directors to be elected at such a meeting. Notwithstanding any person as of the foregoing to record date for the contrary, in the event that the number meeting of directors to be elected by the Board of Directors of the corporation is increased shareholders (if such date shall then have been made publicly available and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70shall have occurred) days prior to the first anniversary and as of the date of such notice; and (D) any other information relating to the preceding yearperson that would be required to be disclosed in a dissident's annual proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below); and (b) as to the Nominating Shareholder giving the notice, such notice sets forth any proxy, contract, agreement, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote or direct the voting of any shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below). (5) The Company may require any proposed nominee for election as a Director to furnish such additional information as may reasonably be requested by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder's understanding of the independence, or lack thereof, of such proposed nominee. (6) No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Article 26.1; provided, however, that nothing in this Article 26.1 shall be deemed to restrict or preclude discussion by a shareholder (as distinct from the nomination of directors) at an Annual Meeting or Special Meeting of any matter that is properly brought before such meeting pursuant to the provisions of the Business Corporations Act or at the discretion of the Chairman of the meeting. The Chairman of the meeting shall have the power and duty to determine whether any nomination for election of a director was made in accordance with the procedures set forth in this Article 26.1 and, aif any proposed nomination is not in compliance with such procedures, to declare such nomination defective and that it be disregarded. (7) For purposes of this Article 26:

Nomination of Directors. Except (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors, (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 6 of this Article II and on the record date for the determination of stockholders entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of and to vote at such Annual Meeting or Special Meeting and (ii) who complies with the notice procedures set forth in this Section 6 of this Article II. (b) In addition to any other applicable requirements, for a nomination to be made by a stockholder's intent , such stockholder must have given timely notice thereof in proper written form to make such nomination or nominations has been the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received by at the secretary principal executive offices of the corporation not later than, Corporation (a) with respect in the case of an Annual Meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance the anniversary date of the first anniversary immediately preceding Annual Meeting of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meetingStockholders; PROVIDEDprovided, HOWEVERhowever, that in the event that the Annual Meeting is called for a date of the annual meeting that is changed by more than thirty not within twenty-five (3025) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the meeting Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (b) with respect to an election to be held at in the case of a special meeting Special Meeting of stockholders Stockholders called for the election purpose of electing directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no Special Meeting was mailed or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meetingSpecial Meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an Annual Meeting or a Special Meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (c) To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (iv) such person’s written representation and agreement that such person (A) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation in such representation and agreement and (C) in such person’s individual capacity, would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the Corporation and (v) any other information relating to such person that would be 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 pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner; (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of (A) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee, or any affiliates or associates of such proposed nominee, (B) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, or otherwise relating to the Corporation or their ownership of capital stock of the Corporation, and (C) any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting or Special Meeting to nominate the persons named in its notice; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. (d) A stockholder providing notice of any nomination proposed to be made at an Annual Meeting or Special 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 6 of this Article II shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting or Special Meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such Annual Meeting or Special Meeting. (e) No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 6 of this Article II. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded

Nomination of Directors. Except Only persons who are nominated in accordance with the procedures set forth in these By-laws shall be eligible to serve as otherwise fixed directors. Nominations of persons for election to the Board of the Corporation may be made at a meeting of stockholders (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization or (b) by any stockholder of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by Corporation who is a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. Howeverin this Section 2.14, any stockholder who shall be entitled to vote in for the election of directors as provided herein may nominate one at the meeting and who complies with the notice procedures set forth in this Section 2.14. Such nominations, other than those made by or more persons for election as directors at the direction of the Board, must be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been notice shall be delivered to or mailed and received by at the secretary principal executive offices of the corporation Corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar less than 90 days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by nor more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) 120 days prior to the first anniversary of the date of the preceding previous year's annual meeting. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, aall information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or which is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act") (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Corporation's books, of such stockholder, (ii) the class and number of shares of the Corporation which are beneficially owned by such stockholder and (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nominations are to be made by such stockholder. At the request of the Board, any person nominated by the Board for election as a director shall furnish to the secretary of the Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.14. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.14, a stockholder shall also comply with all applicable requirements of the 1934 Act, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.14.

Nomination of Directors. Except as otherwise fixed by resolution of Only persons who are nominated in accordance with the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may following procedures shall be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons eligible for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later thanCorporation, (a) except as may be otherwise provided in the Restated Certificate of Incorporation with respect to an the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board may be held made at an any annual meeting of stockholders, 120 calendar days in advance or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the first anniversary Board (or any duly authorized committee thereof) or (b) directly by any stockholder of the Corporation (i) who is a stockholder of record on the date of the corporation's proxy statement was released giving of the notice provided for in this Section 2.7 and on the record date for the determination of stockholders entitled to security holders in connection notice of and to vote at such meeting and (ii) who complies with the preceding year's notice procedures set forth in this Section 2.7. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed by more than thirty called for a date that is not within twenty five (3025) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the annual meeting was mailed or such public disclosure (as defined in Section 2.5) of the date of the annual meeting was made, whichever first occurs; and (b) with respect to an election to be held at in the case of a special meeting of stockholders called for the election purpose of electing directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no was mailed or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the special meeting was made, whichever first occurs. In no event shall the public disclosure of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each person whom the stockholder proposes to nominate for election as a director and as to the stockholder giving the notice and any Stockholder Associated Person (as defined in Section 2.5) (i) the name, age, business address, residence address and record address of such person, (ii) the principal occupation or employment of such person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such person, (iv) any information relating to such person that would be 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 pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, (v) the nominee holder for, and number of, shares owned beneficially but not of record by such person, (vi) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any derivative or short positions, profit interests, options or borrowed or loaned shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such person with respect to any share of stock of the Corporation, (vii) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director on the date of such stockholder’s notice, (viii) a description of all arrangements or understandings between or among such persons pursuant to which the nomination(s) are to be made by the stockholder and any relationship between or among the stockholder giving notice and any Stockholder Associated Person, on the one hand, and each proposed nominee, on the other hand, and (ix) a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice. Any information required pursuant to this paragraph shall be supplemented by the stockholder giving the notice not later than ten (10) days after the record date for the meeting as of the record date. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.7 (including the provision of the information required pursuant to the immediately preceding year's annual meetingparagraph). If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, athe chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Nomination of Directors. Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder Any shareholder entitled to vote in the election of directors as provided herein generally may nominate at a meeting one or more persons for election as directors at a meeting director only if written notice of such stockholder's intent to make such nomination or nominations has been is delivered to or mailed and received by to the secretary Secretary of the corporation not later than, Corporation (ai) with respect to an election to be held at in the case of an annual meeting of stockholders, 120 calendar shareholders that is called for a date that is within 30 days in advance of before or after the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the immediately preceding annual meeting is changed by of shareholders, not less than 50 days nor more than thirty (30) 75 days from prior to such anniversary datedate and (ii) in the case of an annual meeting of shareholders that is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding annual meeting of shareholders, notice by or in the stockholder to be timely must be received case of a special meeting of shareholders for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the earlier of the day on which the notice of meeting was mailed or public disclosure of the date of the meeting was mailed or public disclosure was made, whichever occurs first. Such notification shall contain the following information to the extent known by the notifying shareholder: (a) the name, age and address of each proposed nominee; (b) with respect the principal occupation of each proposed nominee; (c) the nominee's qualifications to an election to be held at serve as a special meeting of stockholders for director; (d) the election of directors, not earlier than the close of business on the 90th day prior to such special meeting name and not later than the close of business on the later residence address of the 60th day prior to such special meeting or the tenth notifying shareholder; and (10the) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors shares owned by the notifying shareholder. The Secretary of the Corporation shall deliver all such notices to the Nominating Committee of the Board of Directors or to such other committee as may be elected appointed from time to time by the Board of Directors for the purpose of recommending to the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior candidates to serve as directors or, in the absence of any such committee, to the first anniversary Board of Directors, for review. The Nominating Committee or such other committee shall thereafter make its recommendation to the Board of Directors, and the Board of Directors shall thereafter make its determination, with respect to whether such candidate should be nominated for election as a director. The chairman of the date meeting shall disregard nominations not made in accordance with the provisions of the preceding year's annual meeting, athis ARTICLE V (Section 3) and all votes cast for each such nominee shall be disregarded.

Nomination of Directors. (A) Except for any directors entitled to be elected by the holders of preferred stock, at any meeting of stockholders, only persons who are nominated in accordance with the procedures in this Section 1.10 shall be eligible for election as otherwise fixed directors. Nominations of persons for election to the Board at an annual meeting of stockholders or a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting may be made (i) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a or any duly authorized committee appointed by the board of directors, thereof or (ii) by any stockholder of the Corporation who (x) timely complies with the notice procedures in Section 1.10(B), (y) is a stockholder of record at on the time date of the giving of such notice provided and on the record date for herein. However, any stockholder the determination of stockholders entitled to vote at such meeting and (z) is entitled to vote at such meeting and on such election. (B) To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive offices of the Corporation as follows: (i) in the case of an election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar not less than ninety (90) days in advance of nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting (which date the corporation's proxy statement was released to security holders in connection with of the preceding year's ’s annual meetingmeeting shall, for purposes of Sections 1.10 and 1.11 hereof with respect to the Corporation’s first annual meeting of stockholders following the [listing of its shares on a national securities exchange], be deemed to have occurred on _________ ___, 20221); PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed advanced by more than thirty (30) days days, or delayed by more than seventy (70), from such the first anniversary dateof the preceding year’s annual meeting, a stockholder’s notice by the stockholder to be timely must be so received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth (10th) day following the earlier of the day on which notice public disclosure of the date of such annual meeting is first made; or (ii) in the meeting was mailed or public disclosure was made, and (b) with respect to case of an election to be held of directors at a special meeting of stockholders stockholders, provided that directors are to be elected at such special meeting as set forth in the Corporation’s notice of meeting and provided further that the nomination made by the stockholder is for one of the election director positions that the notice of directorsmeeting states will be filled at such special meeting, not earlier than the close of business on the 90th 120th day prior to such special meeting and not later than the close of business on the later of (x) the 60th 90th day prior to such special meeting or and (y) the tenth (10th) day following the day on which public disclosure is first made of the date of the such special meeting and for the election of directors is first made. The number of nominees proposed by a stockholder may nominate for election at a meeting (or in the board case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such a meeting. Notwithstanding In no event shall the adjournment or postponement of a meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice. The stockholder’s notice to the Secretary shall set forth: (A) as to each proposed nominee (1) such person’s name, age, business address and, if known, residence address, (2) such person’s principal occupation or employment, (3) the class(es) and series and number of shares of stock of the Corporation that are, directly or indirectly, owned, beneficially or of record, by such person, (4) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among (x) the stockholder, the beneficial owner, if any, on whose behalf the nomination is being made and the respective affiliates and associates of, or others acting in concert with, such stockholder and such beneficial owner, on the one hand, and (y) each proposed nominee, and his or her respective affiliates and associates, or others acting in concert with such nominee(s), on the other hand, including all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made or any affiliate or associate thereof or person acting in concert therewith were the “registrant” for purposes of such Item and the proposed nominee were a director or executive officer of such registrant, and (5) any other information concerning such person that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (B) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made (1) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (2) the class(es) and series and number of shares of stock of the corporation that are, directly or indirectly, owned, beneficially or of record, by such stockholder and such beneficial owner, (3) a description of any agreement, arrangement or understanding between or among such stockholder and/or such beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are being made or who may participate in the solicitation of proxies in favor of electing such nominee(s), (4) a description of any agreement, arrangement or understanding (including any derivative or short positions, swaps, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into by, or on behalf of, such stockholder or such beneficial owner, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner with respect to shares of stock of the Corporation, (5) any other information relating to such stockholder and such beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (6) a representation that such stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and on such election and intends to appear in person or by proxy at the meeting to nominate the person(s) named in its notice and (7) a representation whether such stockholder and/or such beneficial owner intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock reasonably believed by such stockholder or such beneficial owner to be sufficient to elect the nominee (and such representation shall be included in any such proxy statement and form of proxy) and/or (y) otherwise to solicit proxies or votes from stockholders in support of such nomination (and such representation shall be included in any such solicitation materials). Not later than ten (10) days after the record date for determining the stockholders entitled to vote at the meeting, the information required by Items (A)(1)-(5) and (B)(1)-(5) of the prior sentence shall be supplemented by the stockholder giving the notice to provide updated information as of such record date. In addition, to be effective, the stockholder’s notice must be accompanied by the written consent of the proposed nominee to serve as a director if elected and to being named in the Corporation’s proxy statement and associated proxy card as a nominee of the stockholder. The Corporation may require any proposed nominee to furnish such other information as the Corporation may reasonably require to, among other things, determine the eligibility of such proposed nominee to serve as a director of the Corporation or whether such nominee would be independent under applicable Securities and Exchange Commission and stock exchange rules and the Corporation’s publicly disclosed corporate governance guidelines, as applicable. A stockholder shall not have complied with this Section 1.10(B) if the stockholder (or beneficial owner, if any, on whose behalf the nomination is made) solicits or does not solicit, as the case may be, proxies or votes in support of such stockholder’s nominee in contravention of the representations with respect thereto required by this Section 1.10. 1 Note to Draft: This provision will only be needed if SPAC does not have an annual meeting in 2022. (C) The chairperson of any meeting shall have the power and duty to determine whether a nomination was made in accordance with the provisions of this Section 1.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee in compliance with the representations with respect thereto required by this Section 1.10), and if the chairperson should determine that a nomination was not made in accordance with the provisions of this Section 1.10, the chairperson shall so declare to the meeting and such nomination shall not be brought before the meeting. Without limiting the foregoing, in advance of any meeting of stockholders, the Board shall also have the power to determine whether any nomination was made in accordance with the provisions of this Section 1.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee in compliance with the representations with respect thereto required by this Section 1.10). (D) Except as otherwise required by law, nothing in this Section 1.10 shall obligate the Corporation or the Board to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board information with respect to any nominee for director submitted by a stockholder. (E) Notwithstanding the foregoing provisions of this Section 1.10, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting to present a nomination, such nomination shall not be brought before the meeting, notwithstanding that proxies in respect of such nominee may have been received by the Corporation. For purposes of this Article I, to be considered a “qualified representative” of the stockholder, a person must be authorized by a written instrument 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 written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, at the meeting of stockholders. (F) For purposes of this Article I, “public disclosure” shall include disclosure in a press release reported by the Dow ▇▇▇▇▇ News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. (G) Notwithstanding anything in this Section 1.10 to the contrary, in the event that the number of directors to be elected by to the Board of Directors of the corporation at any annual meeting is increased effective after the time period for which nominations would otherwise be due under Section 1.10(B) and there is no public disclosure by the corporation Corporation naming the nominees for director or specifying the size of the increased Board of Directors additional directorships at least seventy one hundred (70100) days prior to the first anniversary of the date of the preceding year's ’s annual meeting, aa stockholder’s notice required by Section 1.10(B) with respect to nominations for such annual meeting shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public disclosure is first made by the Corporation.

Nomination of Directors. Except (a) Subject to such rights of holders of shares of one or more outstanding series of preferred stock of the Corporation to elect one or more directors of the Corporation under circumstances as otherwise fixed shall be provided by resolution or pursuant to the Certificate of Incorporation, only persons who are nominated in accordance with the procedures set forth in this Section 3.5 shall be eligible for election as, and to serve as, directors of the Corporation. Nominations of persons for election to the Board of Directors may be made only at a meeting of the stockholders of the Corporation at which directors of the Corporation are to be elected (i) by or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of or (ii) (if but only if the Board of Directors to provide has determined that directors shall be elected at such meeting) by resolution for the issuance of Preferred Stock and to determine the rights any stockholder of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by Corporation who is a committee appointed by the board of directors, or by any stockholder of record at the time of the giving of such stockholder’s notice provided for herein. However, any stockholder in this Section 3.5 and on the record date for the determination of stockholders entitled to vote at such meeting, who shall be entitled to vote at such meeting in the election of directors as provided herein may nominate one of the Corporation and who complies with the requirements of this Section 3.5. Clause (ii) of the immediately preceding sentence shall be the exclusive means for a stockholder to make any nomination of a person or more persons for election as directors a director of the Corporation at an annual meeting or special meeting. Any such nomination by a meeting only if written stockholder of the Corporation shall be preceded by timely advance notice in writing to the Secretary of the Corporation. To be timely with respect to an annual meeting, such stockholder's intent to make such nomination or nominations has been ’s notice must be delivered to to, or mailed and received by at, the secretary principal executive offices of the corporation Corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later earlier than the close of business on the tenth (10th) 120th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier later than the close of business on the 90th day prior to the first anniversary of the annual meeting date of the immediately preceding annual meeting; provided, however, that (1) if the scheduled annual meeting is called for a date that is not within 30 days before or after such special meeting anniversary date, notice by such stockholder, to be timely, must be so delivered or received not earlier than the close of business on the 120th day and not later than the close of business on the later of the 60th 90th day prior to the date of such special annual meeting or, if less than 100 days’ prior notice or public disclosure of the tenth (10th) scheduled meeting date is given or made, the 10th day following the earlier of the day on which the notice of such meeting was mailed to stockholders of the Corporation or the day on which such public disclosure is first made of the date of the special meeting was made; and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that (2) if the number of directors to be elected by to the Board of Directors of the corporation at such annual meeting is increased and there is no prior notice or public disclosure by the corporation Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least seventy 100 days prior to such anniversary date, a stockholder’s notice required by this Section 3.5(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the principal executive offices of the Corporation not later than the close of business on the 10th day following the earlier of the day on which the notice of such meeting was mailed to stockholders of the Corporation or the day on which such public disclosure was made. To be timely with respect to a special meeting, such stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the scheduled special meeting date; provided, however, that if less than 100 days’ prior notice or public disclosure of the scheduled meeting date is given or made, notice by such stockholder, to be timely, must be so delivered or received not later than the close of business on the 10th day following the earlier of the day on which the notice of such meeting was mailed to stockholders of the Corporation or the day on which such public disclosure was made. In no event shall any adjournment, postponement or deferral of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. Any such stockholder’s notice to the Secretary of the Corporation shall set forth (70i) as to each person whom such stockholder proposes to nominate for election or re-election as a director of the Corporation, (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) any other information relating to such person that would be 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 of the Corporation in a contested election, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including, without limitation, the written consent of such person to having such person’s name placed in nomination at the meeting and to serve as a director of the Corporation if elected), and (D) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if such stockholder and such beneficial owner, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (ii) as to such stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination is made and the proposed nominee, (A) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, and the name and address of any other stockholders known by such stockholder to be supporting such nomination, (B) (1) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder, such beneficial owner and such nominee, (2) any Derivative Instrument directly or indirectly owned beneficially by such stockholder, such beneficial owner and such nominee and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of the Corporation, (3) any proxy, contract, arrangement, understanding or relationship the effect or intent of which is to increase or decrease the voting power of such stockholder, beneficial owner or nominee with respect to any shares of any security of the Corporation, (4) any pledge by such stockholder, beneficial owner or nominee of any security of the Corporation or any short interest of such stockholder, beneficial owner or nominee in any security of the Corporation, (5) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such stockholder, beneficial owner and nominee that are separated or separable from the underlying shares of capital stock of the Corporation, (6) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder, beneficial owner or nominee is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (7) any performance-related fees (other than an asset-based fee) that such stockholder, beneficial owner or nominee is entitled to based on any increase or decrease in the value of shares of capital stock of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, for purposes of clauses (B)(1) through (B)(7) above, any of the foregoing held by members of such stockholder’s, beneficial owner’s or nominee’s immediate family sharing the same household (which information shall be supplemented by such stockholder, beneficial owner, if any, and nominee not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), (C) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (D) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (E) any other information relating to such stockholder, beneficial owner, if any, and nominee that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors of the Corporation in a contested election, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Any such stockholder’s notice to the Secretary of the Corporation shall also include or be accompanied by, with respect to each nominee for election or reelection to the Board of Directors, a completed and signed questionnaire, representation and agreement required by Section 3.5(b). The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. 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 3.5(a) shall be true and correct as of the record date for the meeting and as of the date that is ten business days prior to the first anniversary meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than five business days after the record date for the meeting (in the case of the preceding year's annual update and supplement required to be made as of the record date), and not later than eight business days prior to the date for the meeting, aif practicable (or, if not practicable, on the first practicable date prior to the date for the meeting) or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof). In addition, a stockholder providing notice of any nomination proposed to be made at a meeting shall update and supplement such notice, and deliver such update and supplement to the principal executive offices of the Corporation, promptly following the occurrence of any event that materially changes the information provided or required to be provided in such notice pursuant to this Section 3.5(a). In addition to the foregoing provisions of this Section 3.5, a stockholder of the Corporation shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 3.5. Nothing in this Section 3.5 shall be deemed to affect any rights of the holders of any series of preferred stock if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws. (b) To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 3.5(a)) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be in the form provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation. (c) The Chairman of the Board or, if he is not presiding, the presiding officer of the meeting of stockholders of the Corporation shall determine whether the requirements of this Section 3.5 have been met with respect to any nomination or intended nomination. If the Chairman of the Board or the presiding officer determines that any nomination was not made in accordance with the requirements of this Section 3.5, he shall so declare at the meeting and the defective nomination shall be disregarded. In addition to the foregoing provisions of this Section 3.5, a stockholder of the Corporation shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 3.5.

Nomination of Directors. (A) Except for any directors entitled to be elected by the holders of preferred stock, at any meeting of stockholders, only persons who are nominated in accordance with the procedures in this Section 1.10 shall be eligible for election as otherwise fixed directors. Nominations of persons for election to the Board at an annual meeting of stockholders or a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting may be made (i) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a or any duly authorized committee appointed by the board of directors, thereof or (ii) by any stockholder of the Corporation who (x) timely complies with the notice procedures in Section 1.10(B), (y) is a stockholder of record at on the time date of the giving of such notice provided and on the record date for herein. However, any stockholder the determination of stockholders entitled to vote at such meeting and (z) is entitled to vote at such meeting and on such election. (B) To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive offices of the Corporation as follows: (i) in the case of an election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar not less than ninety (90) days in advance of nor more than one hundred twenty (120) days prior to the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's ’s annual meeting; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed advanced by more than thirty (30) days days, or delayed by more than seventy (70), from such the first anniversary dateof the preceding year’s annual meeting, a stockholder’s notice by the stockholder to be timely must be so received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth (10th) day following the earlier of the day on which notice public disclosure of the date of such annual meeting is first made; or (ii) in the meeting was mailed or public disclosure was made, and (b) with respect to case of an election to be held of directors at a special meeting of stockholders stockholders, provided that directors are to be elected at such special meeting as set forth in the Corporation’s notice of meeting and provided further that the nomination made by the stockholder is for one of the election director positions that the notice of directorsmeeting states will be filled at such special meeting, not earlier than the close of business on the 90th 120th day prior to such special meeting and not later than the close of business on the later of (x) the 60th 90th day prior to such special meeting or and (y) the tenth (10th) day following the day on which public disclosure is first made of the date of the such special meeting and for the election of directors is first made. The number of nominees proposed by a stockholder may nominate for election at a meeting (or in the board case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such a meeting. Notwithstanding In no event shall the adjournment or postponement of a meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice. The stockholder’s notice to the Secretary shall set forth: (A) as to each proposed nominee (1) such person’s name, age, business address and, if known, residence address, (2) such person’s principal occupation or employment, (3) the class(es) and series and number of shares of stock of the Corporation that are, directly or indirectly, owned, beneficially or of record, by such person, (4) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among (x) the stockholder, the beneficial owner, if any, on whose behalf the nomination is being made and the respective affiliates and associates of, or others acting in concert with, such stockholder and such beneficial owner, on the one hand, and (y) each proposed nominee, and his or her respective affiliates and associates, or others acting in concert with such nominee(s), on the other hand, including all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made or any affiliate or associate thereof or person acting in concert therewith were the “registrant” for purposes of such Item and the proposed nominee were a director or executive officer of such registrant, and (5) any other information concerning such person that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (B) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made (1) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (2) the class(es) and series and number of shares of stock of the corporation that are, directly or indirectly, owned, beneficially or of record, by such stockholder and such beneficial owner, (3) a description of any agreement, arrangement or understanding between or among such stockholder and/or such beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are being made or who may participate in the solicitation of proxies in favor of electing such nominee(s), (4) a description of any agreement, arrangement or understanding (including any derivative or short positions, swaps, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into by, or on behalf of, such stockholder or such beneficial owner, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner with respect to shares of stock of the Corporation, (5) any other information relating to such stockholder and such beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (6) a representation that such stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and on such election and intends to appear in person or by proxy at the meeting to nominate the person(s) named in its notice and (7) a representation whether such stockholder and/or such beneficial owner intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock reasonably believed by such stockholder or such beneficial owner to be sufficient to elect the nominee (and such representation shall be included in any such proxy statement and form of proxy) and/or (y) otherwise to solicit proxies or votes from stockholders in support of such nomination (and such representation shall be included in any such solicitation materials). Not later than ten (10) days after the record date for determining the stockholders entitled to vote at the meeting, the information required by Items (A)(1)-(5) and (B)(1)-(5) of the prior sentence shall be supplemented by the stockholder giving the notice to provide updated information as of such record date. In addition, to be effective, the stockholder’s notice must be accompanied by the written consent of the proposed nominee to serve as a director if elected and to being named in the Corporation’s proxy statement and associated proxy card as a nominee of the stockholder. The Corporation may require any proposed nominee to furnish such other information as the Corporation may reasonably require to, among other things, determine the eligibility of such proposed nominee to serve as a director of the Corporation or whether such nominee would be independent under applicable Securities and Exchange Commission and stock exchange rules and the Corporation’s publicly disclosed corporate governance guidelines, as applicable. A stockholder shall not have complied with this Section 1.10(B) if the stockholder (or beneficial owner, if any, on whose behalf the nomination is made) solicits or does not solicit, as the case may be, proxies or votes in support of such stockholder’s nominee in contravention of the representations with respect thereto required by this Section 1.10. (C) The chairperson of any meeting shall have the power and duty to determine whether a nomination was made in accordance with the provisions of this Section 1.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee in compliance with the representations with respect thereto required by this Section 1.10), and if the chairperson should determine that a nomination was not made in accordance with the provisions of this Section 1.10, the chairperson shall so declare to the meeting and such nomination shall not be brought before the meeting. Without limiting the foregoing, in advance of any meeting of stockholders, the Board shall also have the power to determine whether any nomination was made in accordance with the provisions of this Section 1.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee in compliance with the representations with respect thereto required by this Section 1.10). (D) Except as otherwise required by law, nothing in this Section 1.10 shall obligate the Corporation or the Board to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board information with respect to any nominee for director submitted by a stockholder. (E) Notwithstanding the foregoing provisions of this Section 1.10, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting to present a nomination, such nomination shall not be brought before the meeting, notwithstanding that proxies in respect of such nominee may have been received by the Corporation. For purposes of this Article I, to be considered a “qualified representative” of the stockholder, a person must be authorized by a written instrument 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 written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, at the meeting of stockholders. (F) For purposes of this Article I, “public disclosure” shall include disclosure in a press release reported by the Dow ▇▇▇▇▇ News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. (G) Notwithstanding anything in this Section 1.10 to the contrary, in the event that the number of directors to be elected by to the Board of Directors of the corporation at any annual meeting is increased effective after the time period for which nominations would otherwise be due under Section 1.10(B) and there is no public disclosure by the corporation Corporation naming the nominees for director or specifying the size of the increased Board of Directors additional directorships at least seventy one hundred (70100) days prior to the first anniversary of the date of the preceding year's ’s annual meeting, aa stockholder’s notice required by Section 1.10(B) with respect to nominations for such annual meeting shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public disclosure is first made by the Corporation.

Nomination of Directors. Except as otherwise fixed by resolution (a) Subject to the provisions of the Board of Directors pursuant to Business Corporations Act and the Articles of Incorporation relating to the authorization articles of the Board of Directors to provide by resolution for Corporation, only persons who are nominated in accordance with the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may following procedures shall be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons eligible for election as directors of the Corporation. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors: (i) by or at the direction of the board or an authorized officer of the Corporation, including pursuant to a meeting only if written notice of meeting; (ii) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act or a requisition of the shareholders made in accordance with the provisions of the Business Corporations Act; or (iii) by any person (a “Nominating Shareholder”): (i) who, at the close of business on the date of the giving by the Nominating Shareholder of the notice provided for below in this paragraph 29 and at the close of business on the record date for notice of such stockholder's intent meeting, is entered in the securities register as a holder of one or more shares carrying the right to make vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (ii) who complies with the notice procedures set forth below in this paragraph 29. (b) In addition to any other applicable requirements, for a nomination or nominations has been delivered to or mailed and received be made only by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the secretary of the corporation not later thanCorporation at the principal executive offices of the Corporation in accordance with this paragraph 29. (c) To be timely, a Nominating Shareholder’s notice to the secretary of the Corporation must be made: (ai) with respect to an election to be held at in the case of an annual meeting of stockholdersshareholders, 120 calendar not less than 30 nor more than 65 days in advance prior to the date of the first anniversary annual meeting of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meetingshareholders; PROVIDEDprovided, HOWEVERhowever, that in the event that the annual meeting of shareholders is called for a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting is changed by more than thirty (30) days from such anniversary datewas made, notice by the stockholder to Nominating Shareholder may be timely must be received made not later than the close of business on the tenth (10th) day following the earlier Notice Date; and (ii) in the case of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting (which is not also an annual meeting) of stockholders shareholders called for the election purpose of directorselecting directors (whether or not called for other purposes), not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) 15th day following the day on which the first public disclosure is first made announcement of the date of the special meeting of shareholders was made. Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this paragraph. In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described above. (d) To be in proper written form, a Nominating Shareholder’s notice to the secretary of the Corporation must set forth: (i) as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (i) the name, age, business address and residence address of the nominees proposed person; (ii) the principal occupation or employment of the person; (iii) the citizenship of such person; (iv) the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially or of record by the board of directors to be elected at such a meeting. Notwithstanding any person as of the foregoing to record date for the contrary, in the event that the number meeting of directors to be elected by the Board of Directors of the corporation is increased shareholders (if such date shall then have been made publicly available and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70shall have occurred) days prior to the first anniversary and as of the date of such notice; and (v) any other information relating to the preceding year's annual meetingperson that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below); and (ii) as to the Nominating Shareholder giving the notice, afull particulars of any proxy, contract, arrangement, agreement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote or direct the voting of any shares of the Corporation and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below). (e) The Corporation may require any proposed nominee to furnish such other information, including a written consent to act, as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee. (f) No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this paragraph 29; provided, however, that nothing in this paragraph 29 shall be deemed to preclude discussion by a shareholder (as distinct from nominating directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chairperson of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded. (g) For the purposes of this paragraph 29:

Nomination of Directors. Except (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided with respect to the right of holders of any series of Preferred Stock (as defined in the Certificate of Incorporation) in the Certificate of Incorporation or in the resolution or resolutions adopted by resolution the Board providing for the issuance of such stock to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors, (x) by or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (y) by any stockholder of record at the time Corporation who complies with the notice procedures set forth in this Section 6 of giving this Article II. (b) In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. (c) To be timely, a stockholder’s notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been Secretary must be delivered to or be mailed and received by at the secretary principal executive offices of the corporation Corporation (x) in the case of an Annual Meeting, not later than, less than ninety (a90) with respect days nor more than one hundred and twenty (120) days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance the anniversary date of the first anniversary immediately preceding Annual Meeting of Stockholders; provided, however, subject to the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERlast sentence of this paragraph, that in the event that the Annual Meeting of Stockholders is called for a date of the annual meeting that is changed by more than not within thirty (30) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the meeting Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (by) with respect to an election to be held at in the case of a special meeting Special Meeting of stockholders Stockholders called for the election purpose of electing directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no Special Meeting was mailed or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meetingSpecial Meeting was made, awhichever first occurs. In no event shall the adjournment or postponement of an Annual Meeting or a Special Meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (d) To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (x) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; and (iv) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with a contested solicitation of proxies for the election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (y) as to the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and record address of such person; (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee or any other person or persons (including their names) pursuant to which the nominations) are being made by such person, and any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting or Special Meeting to nominate the persons named in its notice; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with a contested solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. (e) A stockholder providing notice of any nomination proposed to be made at an Annual Meeting or Special 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 6 of this Article II shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting or Special Meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such Annual Meeting or Special Meeting. (f) No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 6 of this Article II. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded. (g) Nothing contained in this Section 6 of this Article II shall be deemed to affect any rights of stockholders to request inclusion of nominees for director in the Corporation’s proxy statement pursuant to Section 17 of this Article II.

Nomination of Directors. Except Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible to serve as otherwise fixed directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for herein. Howeverin this Section 2.10, any stockholder who shall be entitled to vote in for the election of directors as provided herein may nominate one at the meeting and who complies with the notice procedures set forth in this Section 2.10. Such nominations, other than those made by or more persons for election as directors at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary. To be timely, a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been notice shall be delivered to or mailed and received by the secretary Secretary at the principal executive offices of the corporation Corporation not later than, (a) with respect than the close of business on the 90th calendar day prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed by more than thirty (30) 30 calendar days from before or after such anniversary datedate or that no annual meeting was held in the prior year, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and so delivered not later than the close of business on the later of the 60th 90th calendar day prior to such special annual meeting or the tenth (10th) 10th calendar day following the calendar day on which public disclosure is first made announcement of the date of the special such meeting and the nominees proposed is first made by the board Corporation. In no event shall the public announcement of directors an adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be elected at disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (the "SEC Proxy Rules") (including such person's written consent to being named in the proxy statement as a meeting. Notwithstanding any nominee and to serving as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Corporation's books, of such stockholder and (ii) the class and number of shares of the foregoing Corporation which are beneficially owned by such stockholder and (iii) any other information relating to such stockholder that would be required to be disclosed in the proxy statement or other filings pursuant to the contrarySEC Proxy Rules. At the request of the Board of Directors, in the event that the number of directors to be elected any person nominated by the Board of Directors for election as a director shall furnish to the Secretary that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a director of the corporation is increased Corporation unless nominated in accordance with the procedures set forth in this bylaw. The chairman of the meeting shall, if the facts warrant, determine and there is no public disclosure declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the corporation naming bylaws, and if he should so determine, he shall so declare to the nominees for director or specifying meeting and the size defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.10, a stockholder shall also comply with all applicable requirements of the increased Board Securities Exchange Act of Directors at least seventy (70) days prior 1934, and the rules and regulations thereunder with respect to the first anniversary of the date of the preceding year's annual meeting, amatters set forth in this Section 2.10.

Nomination of Directors. Except Only persons who are nominated in accordance with the procedures of this Section 2.13 shall be eligible for election as otherwise fixed by resolution of the Board of Directors pursuant directors. Subject to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock any class or series of stock having a preference over the common stock as to elect directorsdividends or upon liquidation, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, Directors or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein generally who complies with the notice procedures set forth in this Section 2.13. Any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors a director at a meeting only if timely written notice of such stockholder's intent to make such nomination or nominations has been given, either by personal delivery or by U.S. mail, first class postage prepaid, return receipt requested, to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received by at the secretary principal executive offices of the corporation Corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, less than 120 calendar days nor more than 150 days in advance of the first anniversary of the date the corporationCorporation's proxy statement was released to security holders stockholders in connection with the preceding previous year's annual meetingmeeting of stockholders; PROVIDEDprovided, HOWEVERhowever, that in if no annual meeting was held the event that previous year or the date of the annual meeting is has been changed by more than thirty (30) 30 calendar days from such anniversary datethe date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not later than at least 80 days prior to the close of business on date the tenth Corporation intends to distribute its proxy statement with respect to such meeting. Each such notice shall set forth: (10tha) day following the earlier name and address of the day on which notice of stockholder who intends to make the date of the meeting was mailed or public disclosure was madenomination, and (b) with respect to an election the name, age, business address, and home address of the person or persons to be held nominated; (c) the principal occupation of the person or persons nominated; (d) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than intends to appear in person or by proxy at the close meeting and intends to appear at the meeting to nominate the person or persons specified in the notice; (e) a description of business on all arrangements or understandings between the later stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (f) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the rules of the 60th day prior Securities and Exchange Commission, had the nominee been nominated, or intended to such special meeting or be nominated, by the tenth Board of Directors; and (10thg) day following the day on which public disclosure is first made consent of each nominee to serve as a director of the date Corporation if so elected. At the request of the special meeting and the nominees proposed by the board Board of directors to be elected at such a meeting. Notwithstanding Directors any of the foregoing to the contrary, in the event that the number of directors to be elected person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the corporation is increased Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.13. The chairman of the meeting shall, if the facts warrant, determine and there is no public disclosure declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior by-laws, and if he should so determine, he shall so declare to the first anniversary of meeting and the date of the preceding year's annual meeting, adefective nomination shall be disregarded.

Nomination of Directors. Except (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as otherwise fixed directors of the Fund. Nominations of persons for election to the Board of Directors may be made only at any annual meeting of shareholders, or at any special meeting in lieu of the annual meeting of shareholders: (i) by resolution or at the direction of the Board of Directors pursuant to the Articles (or any duly authorized committee thereof), or (ii) by any shareholder of Incorporation relating to the authorization record, or group of shareholders of record, of the Board Fund: (A) who is a shareholder or are shareholders of Directors to provide by resolution record on the date such shareholder(s) give the notice provided for in this Section 7 of this Article I and on the record date for the issuance determination of Preferred Stock shareholders entitled to notice of and to determine vote at such annual meeting or special meeting in lieu of an annual meeting; and (B) who complies with the rights notice procedures set forth in this Section 7 of the holders of such Preferred Stock this Article I. (b) In addition to elect directorsany other applicable requirements, nominations for the election of directors may a nomination to be made by the Board a shareholder of Directors, by a committee appointed by the board of directorsrecord, or by any stockholder group of shareholders of record, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Fund. (c) To be timely, a record at shareholder’s notice to the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been Secretary must be delivered to or be mailed and received by at the secretary principal executive offices of the corporation Fund: (i) in the case of an annual meeting, not later than, less than one hundred and twenty (a120) with respect days nor more than one hundred and fifty (150) days prior to an election to be held at an the anniversary date of the immediately preceding annual meeting of stockholdersshareholders; provided, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERhowever, that in the event that the date of the annual meeting is changed by more than thirty called for a date that is not within twenty-five (3025) days from before or after such anniversary date, notice by the stockholder shareholder of record in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, and whichever first occurs; (bii) with respect to an election to be held at in the case of a special meeting of stockholders for the election shareholders in lieu of directorsan annual meeting, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no was mailed or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's special meeting was made, whichever first occurs; and (iii) in no event shall the adjournment or postponement of an annual meeting or such a special meeting in lieu of an annual meeting, aor the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. (d) To be in proper written form, a record shareholder’s notice to the Secretary must set forth the following information: (i) as to each person whom the shareholder of record proposes to nominate for election as a director (a “Proposed Nominee”) and any Proposed Nominee Associated Person: (A) the name, age, business address and residence address of such Proposed Nominee and of any Proposed Nominee Associated Person; (B) the principal occupation or employment of such Proposed Nominee; (C) (1) the class or series and number of all Shares which are owned beneficially or of record, directly or indirectly, by such Proposed Nominee and any Proposed Nominee Associated Person, and the name and address of the record holder(s) of such Shares (if different than the beneficial owner(s)) as they appear on the records of the Fund,

Nomination of Directors. Except as otherwise fixed Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of stockholders (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 2 and on the record date for the determination of stockholders entitled to vote at such Annual Meeting and (ii) who complies with the notice procedures set forth in this Section 2. Persons nominated by a stockholder of the election of directors as provided herein may nominate one or more persons Corporation shall only be eligible for election as directors at of the Corporation if such persons are nominated in accordance with the following procedures. In addition to any other applicable requirements, for a meeting only if nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written notice form to the Secretary of such the Corporation. To be timely, a stockholder's intent notice to make such nomination or nominations has been the Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation Corporation not later than, (a) with respect less than sixty days nor more than ninety days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance the date of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meetingAnnual Meeting; PROVIDED, HOWEVER, that in the event that less than seventy days' notice or prior public disclosure of the date of the annual meeting Annual Meeting is changed by more than thirty (30) days from such anniversary dategiven or made to stockholders, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the meeting Annual Meeting was mailed or such public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting Annual Meeting was made, whichever first occurs. To be in proper written form, a stockholder's notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any residence address of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a---------------

Nomination of Directors. Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder Any shareholder entitled to vote in the election of directors as provided herein generally may nominate at a meeting one or more persons for election as directors at a meeting director only if written notice of such stockholder's intent to make such nomination or nominations has been is delivered to or mailed and received by to the secretary Secretary of the corporation not later than, Corporation (ai) with respect to an election to be held at in the case of an annual meeting of stockholders, 120 calendar shareholders that is called for a date that is within 30 days in advance of before or after the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the immediately preceding annual meeting is changed by of shareholders, not less than 50 days nor more than thirty (30) 75 days from prior to such anniversary datedate and (ii) in the case of an annual meeting of shareholders that is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding annual meeting of shareholders, notice by or in the stockholder to be timely must be received case of a special meeting of shareholders for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the earlier of the day on which the notice of meeting was mailed or public disclosure of the date of the meeting was mailed or public disclosure was made, whichever occurs first. Such notification shall contain the following information to the extent known by the notifying shareholder: (a) the name, age and address of each proposed nominee; (b) with respect the principal occupation of each proposed nominee; (c) the nominee's qualifications to an election to be held at serve as a special meeting of stockholders for director; (d) the election of directors, not earlier than the close of business on the 90th day prior to such special meeting name and not later than the close of business on the later residence address of the 60th day prior to such special meeting or the tenth notifying shareholder; and (10the) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors shares owned by the notifying shareholder. The Secretary of the Corporation shall deliver all such notices to the Nominating Committee of the Board of Directors or to such other committee as may be elected appointed from time to time by the Board of Directors for the purpose of recommending to the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior candidates to serve as directors or, in the absence of any such committee, to the first anniversary Board of Directors, for review. The Nominating Committee or such other committee shall thereafter make its recommendation to the Board of Directors, and the Board of Directors shall thereafter make its determination, with respect to whether such candidate should be nominated for election as a director. The chairman of the date meeting shall disregard nominations not made in accordance with the provisions of the preceding year's annual meeting, athis Article ARTICLE V (Section 3) and all votes cast for each such nominee shall be disregarded.

Nomination of Directors. (a) Except as otherwise fixed provided in Article 87(a), nominations of persons for election to the Board at a general meeting may only be made (a) pursuant to the Company’s notice of meeting pursuant to Article 55 at the recommendation of the Board, (b) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a or any authorised committee appointed by the board of directors, thereof or (c) by any stockholder of record Holder who (i) complies with the notice procedures set forth in Articles 88(b) or 88(c), as applicable, (ii) was a Holder at the time such notice is delivered to the Secretary and on the record date for the determination of giving of notice provided for herein. However, any stockholder Holders entitled to vote at such general meeting and (iii) is present at the relevant general meeting, either in the election of directors as provided herein may person or by proxy, to present her nomination, provided, however, that Holders shall only be entitled to nominate one or more persons for election as directors to the Board at annual general meetings or at general meetings called specifically for the purpose of electing Directors. (b) For nominations of persons for election to the Board to be properly brought before an annual general meeting by a Holder, such annual general meeting only if written must have been called for the purpose of, among other things, electing Directors and such Holder must have given timely notice of such stockholder's intent thereof in writing to make such nomination or nominations has been the Secretary. To be timely, a Holder’s notice shall be delivered to or mailed and received by the secretary Secretary at the registered office of the corporation Company, or such other Address as the Secretary may designate, not later than, less than ninety (a90) with respect days nor more than one hundred and twenty (120) days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date of the corporation's proxy statement was released to security holders in connection with the immediately preceding year's annual general meeting; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual general meeting is changed by more than thirty (30) days from such the first anniversary datedate of the prior year’s annual general meeting, notice by the stockholder Holder to be timely must be received so delivered not later than ninety (90) days prior to the date of such annual general meeting or, if later, the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the such meeting was mailed given in accordance with these Articles or public disclosure announcement of the date of such meeting was first made, whichever first occurs. Such Holder’s notice shall set forth (a) as to each person whom the Holder proposes to nominate for election or re-election as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act as amended, or any successor provisions thereto, including such person’s written consent to being named as a nominee and to serving as a Director of the Company if elected, (b) with respect a description of the material terms of any Covered Arrangement to an which such Holder and its Affiliates, directly or indirectly, is a party as of the date of such notice and (c) as to the Holder giving the notice (i) the name and Address of such Holder, as they appear on the Register of Holders, (ii) the class and number of Shares that are owned beneficially and/or of record by such Holder, as well as any derivative securities relating to the Shares owned by such Holder, (iii) a representation that the Holder is a registered holder of Shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination and (iv) a description of all arrangements and understandings between such Holder and each proposed nominee (and any other person or persons including their names) pursuant to which the nominations are to be made by such Holder. The Board may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a Director of the Company, including such evidence satisfactory to the Board that such nominee has no interests that would limit such nominee’s ability to fulfil his or her duties as a Director. (c) For nominations of persons for election to the Board to be held at properly brought before a special general meeting called for the purpose of stockholders for the election of directorsDirectors, other than an annual general meeting by a Holder, such Holder must have given timely notice thereof in writing to the Secretary. To be timely, a Holder’s notice shall be delivered to the Secretary at the registered office of the Company or such other Address as the Secretary may designate, not earlier later than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made such notice of the date of the special general meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, was given in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no accordance with these Articles or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary announcement of the date of such meeting was first made, whichever first occurs. Such Holder’s notice shall set forth the preceding year's annual meetingsame information as is required by provisions (a) and (b) of Article 88(b). (d) Subject to the Companies Acts, aunless otherwise provided by the terms of any series of preferred shares or any agreement among Holders or other agreement approved by the Board, only persons who are nominated in accordance with the procedures set forth in Articles 88(b) and 88(c) shall be eligible for election as Directors of the Company. If the Chairman of a general meeting determines that a proposed nomination was not made in compliance with Articles 88(b) and 88(c), the Chairman shall declare to the meeting that nomination is defective and such defective nomination shall be disregarded. Notwithstanding the foregoing provisions of these Articles, if the Holder (or a qualified representative of the Holder) does not appear at the general meeting to present her nomination, such nomination shall be disregarded. (e) Notwithstanding the foregoing provisions of this Article, any Holder intending to make a nomination in accordance with this Article and each related beneficial owner, if any, will also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in these Articles; provided however that any references in these articles to the Exchange Act are not intended to, and will not, limit the requirements applicable to nominations made or intended to be made in accordance with this Article.

Nomination of Directors. (a) Except for (i) any directors entitled to be elected by the holders of preferred stock or any other securities of the Corporation (other than common stock) and (ii) any directors elected in accordance with Section 4 of Article III hereof by the Board of Directors to fill a vacancy, only persons who are nominated in accordance with the procedures in this Section 8 shall be eligible for election as otherwise fixed directors. Nomination for election to the Board of Directors of the Corporation at a meeting of stockholders may be made (i) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or (ii) by any stockholder of the Corporation who (x) complies with the notice procedures set forth in paragraph (b) of this Section 8 and (y) is a stockholder of record at on the time date of the giving of such notice provided and on the record date for herein. However, any stockholder the determination of stockholders entitled to vote at such meeting. (b) To be timely, a stockholder's notice must be received by the Secretary at the principal executive offices of the Corporation as follows: (x) in the case of an election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar not less than 60 days in advance of nor more than 90 days prior to the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed advanced by more than thirty (30) days 20 days, or delayed by more than 60 days, from such the first anniversary dateof the preceding year's annual meeting, a stockholder's notice by the stockholder to be timely must be so received not earlier than the ninetieth day prior to such annual meeting and not later than the close of business on the later of (A) the sixtieth day prior to such annual meeting and (B) the tenth (10th) day following the earlier of the day on which notice of the date of the such annual meeting was mailed or public disclosure of the date of such annual meeting was made, and whichever first occurs; or (by) with respect to in the case of an election to be held of directors at a special meeting of stockholders for the election of directorsstockholders, not earlier than the close of business on the 90th ninetieth day prior to such special meeting and not later than the close of business on the later of (i) the 60th sixtieth day prior to such special meeting or and (ii) the tenth (10th) day following the day on which public disclosure is first made notice of the date of such special meeting was mailed or public disclosure of the date of such special meeting was made, whichever first occurs. The stockholder's notice to the Secretary shall set forth: (a) as to each proposed nominee (i) such person's name, age, business address and, if known, residence address, (ii) such person's principal occupation or employment, (iii) the class and number of shares of stock of the Corporation which are beneficially owned by such person, and (iv) any other information concerning such person that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended; (b) as to the stockholder giving the notice (i) such stockholder's name and address, as they appear on the Corporation's books, (ii) the class and number of shares of stock of the Corporation which are owned, beneficially and of record, by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder and (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the person(s) named in its notice; and (c) as to the beneficial owner, if any, on whose behalf the nomination is being made (i) such beneficial owner's name and address, (ii) the class and number of shares of stock of the Corporation which are beneficially owned by such beneficial owner, and (iii) a description of all arrangements or understandings between such beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made. In addition, to be effective, the stockholder's notice must be accompanied by the written consent of the proposed nominee to serve as a director if elected. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required to determine the eligibility of such proposed nominee to serve as a director of the Corporation. (c) The chairman of any meeting shall, if the facts warrant, determine that a nomination was not made in accordance with the provisions of this Section 8, and if the chairman should so determine, the chairman shall so declare to the meeting and the nominees proposed defective nomination shall be disregarded. (d) Except as otherwise required by law, nothing in this Section 8 shall obligate the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by Corporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed on behalf of the corporation is increased and there is no public disclosure by Corporation or the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior information with respect to the first anniversary of the date of the preceding year's annual meeting, aany nominee for director submitted by a stockholder.

Nomination of Directors. Except (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors, (i) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 2.16 and on the record date for the determination of stockholders entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of and to vote at such Annual Meeting or Special Meeting and (B) who complies with the notice procedures set forth in this Section 2.16. (b) In addition to any other applicable requirements, for a nomination to be made by a stockholder's intent , such stockholder must have given timely notice thereof in proper written form to make such nomination or nominations has been the Secretary of the Corporation. (c) To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received by at the secretary principal executive offices of the corporation Corporation (i) in the case of an Annual Meeting, not later than, less than ninety (a90) with respect days nor more than one hundred and twenty (120) days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance the anniversary date of the first anniversary immediately preceding Annual Meeting of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meetingStockholders; PROVIDEDprovided, HOWEVERhowever, that in the event that the Annual Meeting is called for a date of the annual meeting that is changed by more than thirty not within twenty-five (3025) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the meeting Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs and (bii) with respect to an election to be held at in the case of a special meeting Special Meeting of stockholders Stockholders called for the election purpose of electing directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no Special Meeting was mailed or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meetingSpecial Meeting was made, awhichever first occurs. In no event shall the adjournment or postponement of an Annual Meeting or a Special Meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (d) To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) (I) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (II) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (III) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (IV) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (D) such person’s written representation and agreement that such person (I) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question, (II) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation in such representation and agreement and (III) in such person’s individual capacity, would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the Corporation and (E) any other information relating to such person that would be 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 pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (A) the name and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner; (B) (I) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (II) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (III) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (IV) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (C) a description of (I) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee, or any affiliates or associates of such proposed nominee, (II) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, or otherwise relating to the Corporation or their ownership of capital stock of the Corporation, and (III) any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (D) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting or Special Meeting to nominate the persons named in its notice; and (E) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. (e) A stockholder providing notice of any nomination proposed to be made at an Annual Meeting or Special 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 2.16 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting or Special Meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such Annual Meeting or Special Meeting. (f) No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.16. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Nomination of Directors. Except as set forth in Section 5(b), only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (i) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 2 and on the record date for the determination of stockholders entitled to vote at such meeting and (B) who complies with the notice procedures set forth in this Section 2. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the election Secretary of directors as provided herein may nominate one or more persons for election as directors at the Corporation. To be timely, a meeting only if written notice of such stockholder's intent notice to make such nomination or nominations has been the Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation not later than, Corporation (a) with respect in the case of an annual meeting, not less than 90 days prior to an election to be held at an the anniversary date of the immediately preceding annual meeting of stockholders; provided, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERhowever, that in the event that the date of the annual meeting is changed by more than thirty (30) called for a date that is not within 30 days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) 10th day following the earlier day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which notice of the date of the special meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting was made, whichever first occurs. To be in proper written form, a stockholder's notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be 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 pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the nominees rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the board meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be 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 pursuant to be elected at such a meeting. Notwithstanding any Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee being named as a nominee and to serve as a director if elected. Except as set forth in Section 5(b) of Article III, no person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the contrary, in the event meeting that the number of directors to nomination was defective and such defective nomination shall be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, adisregarded.

Nomination of Directors. Except (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided with respect to the right of holders of any series of Preferred Stock (as defined in the Certificate of Incorporation) in the Certificate of Incorporation or in the resolution or resolutions adopted by resolution the Board providing for the issuance of such stock to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors, (x) by or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (y) by any stockholder of record at the time Corporation who complies with the notice procedures set forth in this Section 6 of giving this Article II. (b) In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. (c) To be timely, a stockholder’s notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been Secretary must be delivered to or be mailed and received by at the secretary principal executive offices of the corporation Corporation (x) in the case of an Annual Meeting, not later than, less than ninety (a90) with respect days nor more than one hundred and twenty (120) days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance the anniversary date of the first anniversary immediately preceding Annual Meeting of Stockholders; provided, however, subject to the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERlast sentence of this paragraph, that in the event that the Annual Meeting of Stockholders is called for a date of the annual meeting that is changed by more than not within thirty (30) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the meeting Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (by) with respect to an election to be held at in the case of a special meeting Special Meeting of stockholders Stockholders called for the election purpose of electing directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no Special Meeting was mailed or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meetingSpecial Meeting was made, awhichever first occurs. In no event shall the adjournment or postponement of an Annual Meeting or a Special Meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (d) To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (x) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee or any other person or persons (including their names) pursuant to which the nominations) are being made by such person, and any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting or Special Meeting to nominate the persons named in its notice; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with a contested solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. (e) A stockholder providing notice of any nomination proposed to be made at an Annual Meeting or Special 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 6 of this Article II shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting or Special Meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such Annual Meeting or Special Meeting. (f) No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 6 of this Article II. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded. (g) Nothing contained in this Section 6 of this Article II shall be deemed to affect any rights of stockholders to request inclusion of nominees for director in the Corporation’s proxy statement pursuant to Section 17 of this Article II.

Nomination of Directors. Except Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company, except as may be otherwise fixed provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (b) by any stockholder of the Company (i) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 4 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 4. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the election Secretary of directors as provided herein may nominate one or more persons for election as directors at the Company. To be timely, a meeting only if written notice of such stockholder's intent notice to make such nomination or nominations has been the Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation not later than, Company (a) with respect in the case of an annual meeting, not less than sixty (60) days nor more than ninety (90) days prior to an election to be held at an the anniversary date of the immediately preceding annual meeting of stockholders; provided, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERhowever, that in the event that the date of the annual meeting is changed by more than called for a date that is not within thirty (30) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) with respect to an election to be held at in the case of a special meeting of stockholders called for the election purpose of electing directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no was mailed or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding yearspecial meeting was made, whichever first occurs. To be in proper written form, a stockholder's annual meetingnotice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, aage, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be 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 pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be 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 pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the Company unless nominated in accordance with the procedures set forth in this Section 4. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Nomination of Directors. Except (a). (a) Only persons who are nominated in accordance with the procedures in this Section 2.9 shall be eligible for election as otherwise fixed by resolution directors of the Board of Directors pursuant Corporation, subject to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock Stock. Nominations of persons for election to elect directors, nominations for the election Board of directors Directors may be made at any annual meeting of stockholders (i) by or at the direction of the Board of Directors, by a Directors (or any duly authorized committee appointed by the board of directors, thereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 2.9 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (B) who complies with the notice procedures set forth in this Section 2.9. (b) In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the election Secretary of directors the Corporation, except as provided herein may nominate one or more persons for election in a Stockholder Agreement. (c) Except as directors at provided in a meeting only if written notice of such Stockholder Agreement, to be timely, a stockholder's intent notice to make such nomination or nominations has been the Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation Corporation not later than, less than one hundred twenty (a120) with respect days nor more than one hundred fifty (150) days prior to an election to be held at an the anniversary of the mailing date of the Corporation's proxy materials for the immediately preceding annual meeting of stockholders; provided, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERhowever, that in the event that the date of the annual meeting is changed by more than called for a date that is not within thirty (30) days from before or after the anniversary date of such anniversary datemeeting, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the annual meeting was mailed to stockholders or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special annual meeting was made, whichever first occurs. (d) To be in proper written form, a stockholder's notice to the Secretary must set forth: (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such person that would be 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 pursuant to Section 14 of the Securities Exchange Act of 1934, as amended ("Exchange Act") and the nominees rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice (A) the name and record address of such stockholder, (B) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (C) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (D) a representation that such stockholder intends to appear in person or by proxy at the board annual meeting to nominate the persons named in its notice and (E) any other information relating to such stockholder that would be 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 pursuant to be elected at such a meeting. Notwithstanding any Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. (e) If the chairman of the annual meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the contrary, in the event meeting that the number of directors to nomination was defective and such defective nomination shall be elected by disregarded. (f) The Corporation's Nominating and Governance Committee (or, if there is no such committee, the Board of Directors or any other duly authorized committee thereof) shall nominate for election to the Board of Directors (i) any person that is designated as a nominee for the corporation is increased Board of Directors pursuant to any Stockholder Agreement. Notwithstanding any other provision contained herein, no stockholder may make any nominations pursuant to Section 2.9(a)-(d) if such stockholder designated any person or persons for nomination pursuant to any Stockholder Agreement and, pursuant to this Section 2.9(f), the Nominating and Governance Committee (or, if there is no public disclosure by such committee, the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70or any other duly authorized committee thereof) days prior to the first anniversary of the date of the preceding year's annual meeting, ashall have nominated such person or persons.

Nomination of Directors. (a) Except for any directors entitled to be elected by the holders of preferred stock, only persons who are nominated in accordance with the procedures in this Section 1.11 shall be eligible for election as otherwise fixed directors at any meeting of stockholders. Nomination for election to the Board of Directors at a meeting of stockholders may be made only (i) by resolution or at the direction of the Board of Directors pursuant or (ii) by any stockholder of the corporation who (x) has given timely notice thereof in writing to the Articles Secretary in accordance with the procedures in, and otherwise complies with, Section 1.11(b), (y) is a stockholder of Incorporation relating record who is entitled to vote for the election of such nominee on the date of the giving of such notice and on the record date for the determination of stockholders entitled to vote at such meeting and (z) is entitled to vote at such meeting. Notwithstanding the foregoing or anything herein to the authorization contrary, a stockholder of the corporation may make nominations for election to the Board of Directors at a special meeting of stockholders pursuant to provide by resolution for the issuance foregoing clause (ii) only if the Board of Preferred Stock Directors has determined, in accordance with Section 1.3, that directors shall be elected at such special meeting and to determine at such time that the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by stockholders are not prohibited from filling vacancies or newly created directorships on the Board of Directors. The number of nominees a stockholder may nominate for election at a meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, by the number of nominees a committee appointed stockholder may nominate for election at the meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such meeting. (b) To be timely, a stockholder’s notice must be received in writing by the board of directors, or by any stockholder of record Secretary at the time principal executive office of giving of notice provided for herein. However, any stockholder entitled to vote the corporation as follows: (1) in the case of an election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, not less than 90 days nor more than 120 calendar days in advance of prior to the first anniversary of the preceding year’s annual meeting (which date the corporation's proxy statement was released to security holders in connection with of the preceding year's ’s annual meetingmeeting date shall, for purposes of the corporation’s first annual meeting of stockholders after the completion of its business combination among TLGY Acquisition Corporation, Virgo Merger Sub Corp. and Verde Bioresins, Inc., be deemed to have occurred on [●]1, 202[3] for all purposes of this Section 1.11 and Section 1.12 of these bylaws); PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed advanced by more than thirty (30) days 30 days, or delayed by more than 60 days, from such the first anniversary dateof the preceding year’s annual meeting, or if no annual meeting was held or deemed to have been held in the preceding year, a stockholder’s notice by the stockholder to be timely must be so received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth (10th) day following the earlier of the day on which notice of the date of the such annual meeting was mailed given or public disclosure of the date of such annual meeting was made, and whichever first occurs; or (b2) with respect to in the case of an election to be held of directors at a special meeting of stockholders, provided that the Board of Directors has determined, in accordance with Section 1.3, that directors shall be elected at such special meeting and the stockholders are not then prohibited from filling vacancies or newly created directorships on the Board of Directors, and provided further that the nomination made by the stockholder is for one of the election director positions that the Board of directorsDirectors has determined will be filled at such special meeting, not earlier than the close of business on the 90th 120th day prior to such special meeting and not later than the close of business on the later of (x) the 60th 90th day prior to such special meeting or and (y) the tenth (10th) day following the day on which public disclosure is first made notice of the date of the such special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no was given or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of such special meeting was made, whichever first occurs. In no event shall the preceding year's annual meeting, aadjournment or postponement of a meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice.