Form 8-K

8-K — ARROW ELECTRONICS, INC.

Accession: 0001104659-26-060235

Filed: 2026-05-13

Period: 2026-05-12

CIK: 0000007536

SIC: 5065 (WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC)

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

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2614085d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2614085d1_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2614085d1_ex3-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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2026-05-12

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of

earliest event reported): May 12, 2026

ARROW

ELECTRONICS, INC.

(Exact Name of Registrant as Specified in Charter)

New York

1-4482

11-1806155

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

9151

East Panorama Circle, Centennial,

80112

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number,

including area code: (303) 824-4000

Not

Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

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

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

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

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of the exchange

on which registered

Common

Stock, $1 par value

ARW

New

York Stock Exchange

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

As described in Item 5.07 below, at the 2026 annual

meeting of shareholders (“the Annual Meeting”) of Arrow Electronics, Inc. (“Arrow”) held on May 12, 2026, Arrow’s

shareholders approved two proposals to amend and restate Arrow’s Restated Certificate of Incorporation to (a) remove certain supermajority

requirements contained therein and implement other clarifying and ministerial changes, and (b) override default supermajority requirements

under the New York Business Corporation Law. These amendments were incorporated into Arrow’s Restated Certificate of Incorporation

that was filed with the Secretary of State of the State of New York on May 13, 2026, and thereby became effective as of that date.

Additionally, on May 12, 2026, the Board of Directors

(the “Board”) of Arrow approved and adopted Amended and Restated By-laws (the “Amended and Restated By-laws”),

that became effective immediately. The changes effected by the Amended and Restated By-laws, among other things:

· provide that Arrow’s corporate secretary shall call a special meeting of shareholders if properly requested by one or more shareholders

who have continuously held at least 25% of Arrow’s outstanding common stock for at least one year and have complied with the procedures

set forth in the Amended and Restated By-laws;

· require that certain information be included in a special meeting request, such as a description of the business to be brought before

the meeting and the reasons for conducting such business at the meeting;

specify that Arrow will not be required to call a special meeting of

shareholders if:

§ the business requested to be conducted at the special meeting is not a proper subject for shareholder action under applicable law;

§ the same or substantially similar item of business was presented at another meeting of shareholders held within 90 days prior to the

earliest date of signature on the special meeting request;

§ the special meeting request is received during the period commencing 90 days prior to the first anniversary date of the prior year’s

annual meeting of shareholders and ending on the date of the next annual meeting of shareholders; or

§ the special meeting request does not comply with the requirements set forth in the Amended and Restated By-laws;

· provide that the business conducted at any special meeting requested by shareholder(s) will be limited to the business stated in the

special meeting request and any additional business that the Board determines to include; and

· make various other updates, including clarifying and ministerial changes.

The foregoing description does not purport to be

complete and is qualified in its entirety by reference to the full text of the Restated Certificate of Incorporation and the Amended and

Restated By-laws attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated

herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The matters listed below were submitted to a vote

of Arrow’s shareholders at the Annual Meeting held on May 12, 2026. The proposals are described in detail in Arrow’s proxy

statement for the Annual Meeting filed with the Securities and Exchange Commission on March 30, 2026 (the “Proxy Statement”).

Proposal 1: Election of Directors

Arrow’s shareholders elected eight directors

to the Board, each to hold office for a term of one year, expiring at Arrow’s 2027 annual meeting of shareholders and until his

or her successor has been elected and qualified. The voting results for each nominee were as follows:

Board Member

For

Withheld

Broker

Non-votes

William F. Austen

45,947,757

316,784

1,965,277

Lawrence (Liren) Chen

45,903,428

361,113

1,965,277

Steven H. Gunby

44,949,250

1,315,291

1,965,277

Michael D. Hayford

45,906,596

357,945

1,965,277

Andrew C. Kerin

42,473,524

3,791,017

1,965,277

Carol P. Lowe

45,443,369

821,172

1,965,277

Mary T. McDowell

45,110,376

1,154,165

1,965,277

Gerry P. Smith

45,274,670

989,871

1,965,277

Proposal 2: Ratification of Appointment of

Independent Registered Public Accounting Firm

Arrow’s shareholders ratified the appointment

of Ernst & Young LLP as Arrow’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The appointment was ratified with 45,228,763 shares voting for, 2,896,560 shares voting against, and 104,495 shares abstaining.

Proposal 3: Advisory Vote to Approve Named Executive

Officer Compensation

Arrow’s shareholders approved, on an advisory

basis, the compensation paid to Arrow’s named executive officers as described in the Proxy Statement. The proposal was passed by

the shareholders with 43,272,427 shares voting for, 2,838,378 shares voting against, 153,736 shares abstaining, and 1,965,277 broker non-votes.

Proposals 4a and 4b: Amendments to Our Restated

Certificate of Incorporation to Remove Supermajority Voting Provisions

Arrow’s shareholders approved amendments

to Arrow’s Restated Certificate of Incorporation to remove certain provisions requiring a supermajority vote of shareholders. The

proposal was passed by the shareholders with 46,117,978 shares voting for, 42,451 shares voting against, 104,112 shares abstaining, and

1,965,277 broker non-votes.

Arrow’s shareholders also approved amendments

to Arrow’s Restated Certificate of Incorporation to override default supermajority requirements under the New York Business Corporation

Law. The proposal was passed by the shareholders with 46,115,170 shares voting for, 44,511 shares voting against, 104,860 shares abstaining,

and 1,965,277 broker non-votes.

Proposal 5: Arrow Proposal to Provide Shareholders

with the Ability to Call a Special Shareholder Meeting at a 25% Ownership Threshold

Arrow’s shareholders approved an Arrow proposal

to provide shareholders with the ability to call a special meeting at a 25% ownership threshold. The proposal was passed by the shareholders

with 33,833,051 shares voting for, 8,631,444 shares voting against, 3,800,046 shares abstaining, and 1,965,277 broker non-votes.

Proposal 6: Shareholder Proposal to Provide

Shareholders with the Ability to Call a Special Shareholder Meeting at a 10% Ownership Threshold

Arrow’s shareholders did not approve a shareholder

proposal to provide shareholders with the ability to call a special meeting at a 10% ownership threshold. The shareholders did not pass

the proposal, with 17,059,659 shares voting for, 29,060,764 shares voting against, 144,118 shares abstaining, and 1,965,277 broker non-votes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

3.1

Restated Certificate of Incorporation of Arrow Electronics,

Inc., effective as of May 13, 2026.

3.2

Arrow Electronics, Inc. Amended and Restated By-laws,

as amended through May 12, 2026.

104

Cover Page Interactive Data File (embedded within

the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

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

ARROW ELECTRONICS, INC.

Date: May 13, 2026

By:

/s/ Carine Jean-Claude

Name:

Carine Jean-Claude

Title:

Senior Vice President, Chief Legal and Compliance Officer,

and Secretary

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2614085d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

ARROW ELECTRONICS, INC.

Under Section 807 of the Business Corporation

Law

1. The name of the Corporation is Arrow Electronics, Inc.

2. The date of filing of the Certificate of Incorporation of the Corporation in the office of the Department

of State is November 20, 1946.

3. The Certificate of Incorporation is hereby amended or changed to effect the following amendments or changes

authorized by the Business Corporation Law of the State of New York: (1) Article TENTH is hereby deleted from the Certificate

of Incorporation, which removes the requirement for an affirmative vote of the holders of at least 90% of all outstanding shares of capital

stock entitled to vote thereon to authorize, adopt or approve certain actions, (2) a new Article TENTH is hereby added to the

Certificate of Incorporation, which establishes a requirement for an affirmative vote of the holders of at least a majority of all outstanding

shares of capital stock entitled to vote thereon to authorize, adopt or approve certain actions, and (3) to make certain other ministerial

changes.

4. To accomplish the foregoing amendments, the text of the Certificate of Incorporation is hereby restated

as amended in its entirety to read as set forth in the Certificate of Incorporation of the Corporation as hereinafter restated.

5. In accordance with Section 803(a) of the Business Corporation Law and Article TENTH, Section E

of this Certificate of Incorporation, the foregoing amendments (1) and (3) to the Certificate of Incorporation were unanimously

recommended by the whole Board of Directors of the Corporation (all of whom are “continuing directors” for the purposes of

such Article TENTH, Section E as provided in the Certificate of Incorporation prior to the foregoing amendment) and by a vote

of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders held on May 12, 2026.

6. In accordance with Section 803(a) of the Business Corporation Law, the foregoing amendment (2) to

the Certificate of Incorporation was duly authorized by the Board of Directors of the Corporation and by a vote of two-thirds of all outstanding

shares entitled to vote thereon at a meeting of shareholders held on May 12, 2026.

7. The restatement of the Certificate of Incorporation herein provided for was authorized by the vote of

holders of outstanding shares of the Corporation entitled to vote on the said restatement of the Certificate of Incorporation, having

not less than the minimum requisite proportion of votes.

The text of the

certificate of incorporation hereby is restated, as amended, in its entirety as follows:

FIRST:                   The

name of the Corporation is ARROW ELECTRONICS, INC.

SECOND:            The

purposes for which this Corporation is formed are as follows:

To design, patent,

manufacture, fabricate, buy, sell, distribute, import, export and generally deal in electrical devices, wireless telegraph and telephone

instruments, sets, apparatus and parts thereof, radio transmitting and receiving instruments, sets, apparatus and parts thereof, electronic

devices, instruments, sets, apparatus and parts thereof, as well as television instruments, sets, apparatus and parts thereof.

buy, sell and trade in all machinery, supplies and merchandise, and to do any and every act or thing that may be appurtenant, incidental

to or necessary in connection with the foregoing purposes.

To take, buy, exchange,

lease or otherwise acquire real estate and any interest or right therein, and to hold, own, operate, control, maintain, manage and develop

the same and to construct, maintain, alter, manage and control directly or through ownership of stock in any other corporation any and

all kinds of buildings, stores, offices, warehouses, mills, shops, factories, machinery and plants, and any and all other structures and

erections which may at any time be necessary, useful or advantageous for the purpose of this Corporation.

To sell, assign

and transfer, convey, lease or otherwise alienate or dispose of, and to mortgage or otherwise encumber the lands, buildings, real and

personal property of the Corporation wherever situated, and any and all legal and equitable interests therein.

purchase, sell, lease, manufacture, deal in and deal with every kind of goods, wares and merchandise, and every kind of personal property,

including patents and patent rights, chattels, easements, privileges and franchises which may lawfully be purchased, sold, produced,

or dealt in by corporations formed under Article Two of the Stock Corporation Law of the State of New York.

purchase, acquire, hold and dispose of the stocks, bonds and other evidences of indebtedness of any corporation, domestic or foreign,

and to issue in exchange therefor its stocks, bonds or other obligations, and to exercise in respect thereof all the rights, powers

and privileges of individual owners; including the right to vote thereon; and to aid in any manner permitted by law any corporation of

which any bonds or other securities or evidences of indebtedness or stocks are held by this corporation, and to do any acts or things

designed to protect, preserve, improve or enhance the value of any such bonds or other securities or evidence of indebtedness of stock.

The

foregoing and the following clauses shall be construed as objects and powers in furtherance and not in limitation of the general powers

conferred by the laws of the State of New York; and it is hereby expressly provided that the foregoing and the following enumeration

of specific powers shall not be held to limit or restrict in any manner the powers of this Corporation, and that this Corporation may

do all and everything necessary, suitable or proper for the accomplishment of any of the purposes or objects hereinabove enumerated either

alone or in association with other corporations, firms or individuals, to the same extent and as fully as individuals might or could do

as principals, agents, contractors or otherwise.

Nothing

in this certificate contained, however, shall authorize the Corporation to carry on any business or exercise any powers in any state or

county which a similar corporation organized under the laws of such state or county could not carry on or exercise; or to engage

within or without the State of New York in the business of a lighting or a transportation corporation, or in the common carrier business,

or to issue bills, notes or other evidences of debt for circulation of money.

THIRD:                   The

total number of shares of all classes of stock which the Corporation shall have authority to issue is One Hundred Sixty-Two Million (162,000,000) shares,

consisting of:

(a)            Two

Million (2,000,000) shares of Preferred Stock having a par value of $1 per share (hereinafter referred to as “Preferred

Stock”); and

(b)           One

Hundred Sixty Million (160,000,000) shares of Common Stock having a par value of $1 per share (hereinafter referred to as “Common

Stock”)

A.            Preferred

Stock:

Shares of Preferred

Stock may be issued from time to time in one or more series, as may from time to time be determined by the Board of Directors, each of

said series to be distinctly designated. All shares of any one series of Preferred Stock shall be alike in every particular, except that

there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative. The voting powers and the

preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or

restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions

of subparagraph 1 of Paragraph C of this Article THIRD, the Board of Directors of the Corporation is hereby expressly granted

authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the

voting powers and the designations, preferences and relative, optional and other special rights and the qualifications, limitations and

restrictions of such series, including, but without limiting the generality of the foregoing, the following:

(a)            The

distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased

(except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding)

from time to time by like action of the Board of Directors;

(b)            The

rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the

extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the

same or other classes of stock and whether such dividends shall be cumulative or non-cumulative;

right, if any, of the holders of Preferred Stock of such series to convert the same into, or exchange the same for, shares of any other

class or classes or, of any series of the same or any other class or classes or, of any series of the same or any other class or classes

of stock of the Corporation and the terms and conditions of such conversion or exchange;

(d)            Whether

or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices be subject to redemption, and

the redemption price or prices and the time or times at which, and the terms and conditions on which Preferred Stock of such series may

be redeemed;

(e)            The

rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation,

distribution or sale of assets, dissolution or winding-up, of the Corporation;

(f)            The

terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and

(g)           The

voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing, include

the right, voting as a series by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class,

to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series

of Preferred Stock or under such other circumstances and on such conditions as the Board of Directors may determine; provided, however,

that each holder of Preferred Stock shall have no more than one vote in respect of each share of Preferred Stock held by him on any matter

voted upon by the shareholder.

B.            Common

Stock

1.            After

the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of Paragraph A

of this Article THIRD), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any,

with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions

of Paragraph A of this Article THIRD), and subject further to any other conditions which may be fixed in accordance with the

provisions of Paragraph A of this Article THIRD, then and not otherwise the holders of Common Stock shall be entitled to receive

such dividends as may be declared from time to time by the Board of Directors.

2.            After

distribution, in full of the preferential amount, if any (fixed in accordance with the provisions of Paragraph A of this Article THIRD),

to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets,

dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all the remaining assets of

the Corporation, tangible and intangible, of whatever kind available for distribution to shareholders ratably in proportion to the number

of shares of Common Stock held by them respectively.

3.            Except

as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors

pursuant to Paragraph A of this Article THIRD, each holder of Common Stock shall have one vote in respect of each share of Common

Stock held by him on all matters voted upon by the shareholders.

C.            Other

Provisions

1.            No

holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or

series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock

of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital

stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into

or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but

any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable

for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to

such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the

Board of Directors in the exercise of its sole discretion.

2.            The

relative powers, preferences and rights of each series of Preferred Stock in relation to the powers, preferences and rights of each other

series of Preferred Stock shall, in each case be as fixed from time to time by the Board of Directors in the resolution or resolutions

adopted pursuant to authority granted in Paragraph A of this Article THIRD and the consent, by class or series vote or otherwise,

of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by

the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall

be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or

any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred

Stock adopted pursuant to Paragraph A of this Article THIRD that the consent of the holders of a majority (or such greater proportion

as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other

series of Preferred Stock.

3.            Subject

to the provisions of subparagraph 2 of this Paragraph C, shares of any series of Preferred Stock may be issued from time to

time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the

Board of Directors.

4.            Shares

of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for

such consideration as shall be fixed by the Board of Directors.

5.            The

authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from

time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon.

FOURTH:             The

Office of the Corporation within the State of New York shall be located in the County of Suffolk.

FIFTH:                  The

Secretary of State is designated as the agent of the Corporation upon whom process against the Corporation may be served. The post office

address to which the Secretary of State shall mail a copy of any process against the Corporation accepted on behalf of the Corporation,

is Corporation Service Company, 80 State Street, Albany, NY 12207.

SIXTH:                  The

duration of the Corporation shall be perpetual.

SEVENTH:          The

number of directors shall be no less than three and no more than fifteen. Directors need not be shareholders.

EIGHTH:              The

Corporation designates the following as its registered agent upon whom process against the Corporation may be served in the State of New

York:

Corporation Service Company

80 State Street

Albany, NY 12207

NINTH:                 The

following provisions are inserted for the regulation and conduct of the affairs of the Corporation, and it is expressly provided that

they are intended to be in furtherance and not in limitation or exclusion of the powers conferred by law:

No contract or other

transaction between the Corporation and any other firm or corporation shall be affected or invalidated by reason of the fact that any

one or more of the directors or officers of this Corporation is or are interested in, or is a member, stockholder, director, or officer,

or are members, stockholders, directors, or officers of such other firm or corporation; and any director or officer or officers, individually

or jointly, may be a party or parties to, or may be interested in, any contract or transaction of this Corporation, or in which this Corporation

is interested, and no contract, act or transaction of this Corporation with any person or persons, firm, association or corporation, shall

be affected or invalidated by reason of the fact that any director or directors, officer or officers of this Corporation is a party or

are parties to, or interested in, such contract, act or transaction, or in any way connected with such person or persons, firm, association

or corporation, and each and every person who may become a director or officer of this Corporation is relieved from any liability that

might otherwise exist from thus contracting with this Corporation for the benefit of himself or any firm, association or corporation in

which he may be in anywise interested.

Subject to such

restrictions and regulations contained in By-Laws adopted by the stockholders, the Board of Directors may make, alter, amend and rescind

the By-Laws, and may provide therein for the appointment of an executive committee from their own members, to exercise all or any of the

powers of the Board, which may lawfully be delegated when not in session. The By-Laws may be amended or repealed, at any time, by the

stockholders.

The Board of Directors

shall have power in its discretion, to provide for and to pay to directors rendering unusual or exceptional services to the Corporation,

special compensation appropriate to the value of such services.

By resolution duly

adopted by the holders of not less than a majority of the shares of stock then issued and outstanding and entitled to vote at any regular

or special meeting of the stockholders of the Corporation duly called and held as provided in the By-Laws of the Corporation, any director

or directors of the Corporation may be removed from office at any time or times, with or without cause. The Board of Directors may at

any time remove any officer of the Corporation with or without cause.

Any person made

a party to any action, suit or proceeding by reason of the fact that he, is testator or intestate, is or was a director, officer or employee

of the Corporation or of any corporation which he served as such at the request of the Corporation shall be indemnified by the Corporation

against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with the defense

of such action, suit or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged

in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of

his duties. The foregoing right or indemnification shall not be deemed exclusive of any other rights to which any officer or director

or employee may be entitled apart from the provisions of this section.

The Corporation

may use and apply its surplus earnings or accumulated profits, not otherwise by law to be reserved, to the purchase or acquisition of

property and to the purchase or acquisition of its own capital stock from time to time and to such extent and in such manner and upon

such terms as its Board of Directors shall determine; and neither the property nor the capital stock so purchased or acquired, nor any

of its own capital stock taken in payment of satisfaction of any debt due to the Corporation, shall be regarded as profits for the purpose

of declaration or payment of dividends, unless otherwise determined by a majority of the Board of Directors.

A director of this

Corporation shall not be personally liable to the Corporation or its shareholders for damages for any breach of fiduciary duty as a director,

except for liability resulting from a judgment or other final adjudication adverse to the director: (i) for acts or omissions in

bad faith or which involve intentional misconduct or a knowing violation of the law, (ii) for any transaction from which the director

derived a financial profit or other advantage to which the director was not legally entitled, or (iii) under Section 719 of

the New York Business Corporation Law.

TENTH:                  At

a meeting of shareholders, following all requisite approvals under the Business Corporation Law, the affirmative vote of a majority of

all outstanding shares entitled to vote thereon shall be required to take any of the following actions:

(a)            to

adopt a plan of merger or consolidation in accordance with Section 903 of the Business Corporation Law or any successor provision

thereto;

(b)            to

approve the sale, lease or exchange of all or substantially all of the assets of the Corporation in accordance with Section 909 of

the Business Corporation Law or any successor provision thereto;

adopt a plan for the exchange of shares in accordance with Section 913 of the Business Corporation Law or any successor provision

thereto; and

(d)            to

authorize the dissolution of the Corporation in accordance with Section 1001 of the Business Corporation Law or any successor provision

thereto.

IN WITNESS WHEREOF this Restated Certificate of

Incorporation has been signed this day of May 12, 2026.

/s/ Carine L. Jean-Claude

Name:

Carine L. Jean-Claude

Title:

Senior Vice President, Chief Legal Officer and

Secretary

RESTATED CERTIFICATE OF INCORPORATION

ARROW ELECTRONICS, INC.

Under Section 807 of the Business Corporation

Law

Department of State Identification

Number: 60328

Filer's Name and Mailing Address:

ARROW ELECTRONICS, INC.

Name

ARROW ELECTRONICS, INC.

Company, if applicable

9151 EAST PANORAMA CIRCLE

Mailing Address

CENTENNIAL, CO, UNITED STATES,

80112

City, State, and Zip Code

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2614085d1_ex3-2.htm · Sequence: 3

Exhibit 3.2

As amended through

May 12, 2026

AMENDED AND RESTATED BY-LAWS

-of-

ARROW ELECTRONICS, INC.

(herein called the “Corporation”)

ARTICLE I.

Shareholders

Section 1.01.         Annual

Meeting. The annual meeting of shareholders for the election of directors and for the transaction of such other business as may properly

come before it shall be held on such day, at such time and place as shall be fixed by the Board of Directors and stated in the notice

or waiver of notice of the meeting.

Section 1.02.         Special

Meetings.

(a) Special meetings of the shareholders, for any purpose or purposes, may be called at any time by the Chair

of the Board or by resolution of the Board of Directors, and shall be called by the Secretary of the Corporation following the Secretary’s

receipt of written request(s) to call a special meeting (individually or collectively, a “Special Meeting Request”) from

shareholders who own (or are acting as nominee on behalf of other persons who own) at least twenty-five percent (25%) (the “Required

Percentage”) of the shares of the Corporation’s outstanding common stock (“Outstanding Shares”) which the shareholders

have continuously owned (or, in the case of shareholders acting as nominee on behalf of other persons, which those other persons have

continuously owned) the Required Percentage of Outstanding Shares for at least one year prior to the date on which the Corporation received

the Special Meeting Request, in accordance with this Section 1.02 and applicable law. Except as otherwise required by law,

special meetings of shareholders may not be called by any other person or persons. For purposes of this Section 1.02, the

terms “own,” “owned,” “owning” and other variations of the word “own,” when used regarding

a shareholder or beneficial owner, shall have the meaning provided in Section 1.13 of this Article I; provided

that all references therein to “an Eligible Shareholder” shall be deemed to instead refer to “a person,” and a

person’s ownership of shares that such person has loaned shall be deemed to continue during any period in which the person has loaned

such shares, provided that the person has the power to recall such loaned shares at any time on no more than five (5) business days’

notice, has recalled such shares as of the date of delivering a Special Meeting Request, and will hold them through the date of the special

meeting.

(b)           In

determining whether a special meeting has been requested by the Required Percentage of shareholders in accordance with this Section 1.02,

multiple Special Meeting Requests delivered to the Secretary will be considered together only if:

(1)            each

request identifies substantially the same purpose(s) of the proposed special meeting and substantially the same matters proposed

to be acted on at the proposed special meeting (in each case to be determined by the Board of Directors), and

(2)            such

Special Meeting Requests have been dated and delivered to the Secretary within sixty (60) days of the earliest dated Special Meeting Request.

shareholder of record seeking to call a special meeting to transact business in accordance with this Section 1.02 shall, by

written notice to the Secretary of the Corporation, request that the Board of Directors fix a record date to determine shareholders holding

the Required Percentage. A written request to fix a record date shall include all of the information that must be included in a Special

Meeting Request from a shareholder of record, as set forth in paragraph (d) of this Section 1.02. The Board of

Directors may, within ten (10) days of the Secretary’s receipt of a written request to fix a record date containing all the

information required by or pursuant to this paragraph (c), fix a record date to determine the shareholders entitled to request

the call of a special meeting, which date shall not precede, and shall not be more than ten (10) days after, the date upon which

the resolution fixing the record date is adopted. If a record date is not so fixed by the Board of Directors, the record date shall be

the date that the first Special Meeting Request containing all the information required by or pursuant to this paragraph (c) is

received by the Secretary with respect to the proposed business to be conducted at a special meeting.

(d)           A

Special Meeting Request shall include the following:

(1)            the

signature of the shareholder submitting such request and the date such request was signed;

(2)            a

brief description of the business desired to be brought before the meeting (including any nominees for election or reelection as directors,

if applicable) and the reasons for conducting such business at the meeting; and

(3)            for

each Special Meeting Request submitted by a person or entity, other than a Solicited Shareholder, as to the shareholder signing such request,

the other persons (if any) on whose behalf such request is submitted and any affiliate that controls either of the foregoing, directly

or indirectly (each, a “Requesting Party”):

(i)            the

name and address of such Requesting Party;

(ii)           all

of the information required to be disclosed for nominations or proposals pursuant to clauses (i), (ii), and (iii) of

subparagraph (a)(2) of Section 1.12 of this Article I, as applicable, as though such nominations or

proposals were made with respect to an annual meeting of shareholders (which information shall be updated by such Requesting Party as

would be required by paragraph (c) of Section 1.12 of this Article I);

(iii)         documentary

evidence that the shareholders submitting the Special Meeting Request own, and have owned continuously for one year, the Required Percentage

of the Outstanding Shares; provided, however, that if the shareholders submitting the Special Meeting Request are not the

beneficial owners of the shares representing the Required Percentage, then to be valid, the Special Meeting Request must also include

documentary evidence (or, such evidence must be delivered to the Secretary within ten (10) days after the Corporation receives the

Special Meeting Request) that the persons on whose behalf the Special Meeting Request is submitted own the Required Percentage of the

Outstanding Shares at the time the Special Meeting Request(s) are delivered to the Secretary and have continuously owned (or, in

the case of shareholders acting as nominee on behalf of other persons, which those other persons have continuously owned) the Required

Percentage of Outstanding Shares for at least one year prior to the date on which the Corporation received the Special Meeting Request;

(iv)          an

agreement by such Requesting Party (unless and until such Special Meeting Request is revoked) to notify the Corporation of any reduction

in the Requesting Party’s ownership of shares prior to the meeting date:

(a) within ten (10) business days in the case of a reduction during the period from the date the Special

Meeting Request is delivered through the record date of such special meeting,

(b) by the eighth (8th) business day prior to the meeting date, in the case of a reduction during the period

from the record date through the tenth (10th) business day prior to the meeting date, and

(v)            a

statement addressing the following (a “Special Meeting Solicitation Statement”):

(a) whether any such Requesting Party will deliver a proxy statement and form of proxy to holders of, in the

case of business other than nominations, at least the percentage of voting power of all of the shares of stock of the Corporation required

under applicable law to approve such business;

(b) in the case of a nomination or nominations, confirming that any such Requesting Party will solicit proxies

in accordance with Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

and/or

(e)            A

shareholder may revoke a Special Meeting Request by written revocation delivered to the Secretary at any time prior to the special meeting.

Any reduction in a Requesting Party’s ownership of shares prior to the meeting date shall be deemed a revocation of the Special

Meeting Request to the extent of such reduction. If, as a result of any revocation(s), the Special Meeting Request no longer meets the

Required Percentage of Outstanding Shares, the Board of Directors shall have the discretion to proceed with, postpone, or cancel a special

meeting that has been called or for which notice has been sent. A proposal or nomination shall not be presented for shareholder action

at any special meeting if:

(1)            any

shareholder or beneficial owner who has provided a Special Meeting Solicitation Statement with respect to such proposal does not act in

accordance with the representations set forth therein; or

(2)            the

proposal or nomination appeared in a Special Meeting Request submitted by a shareholder who did not provide the information required by

clause (ii) of subparagraph (d)(3) of this Section 1.02. If none of the shareholders who submitted

the Special Meeting Request (or a qualified representative thereof) appears at the special meeting to present the business or nomination(s) to

be brought before such meeting that were specified in the Special Meeting Request, the Corporation need not present the business or nomination(s) for

a vote at the special meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

For purposes of this Section 1.02,

“Solicited Shareholder” means any shareholder who has provided a Special Meeting Request in response to a solicitation made

pursuant to, and in accordance with, Section 14 of the Exchange Act by way of a consent solicitation.

(f)            A

Special Meeting Request shall not be valid, and the Corporation shall not call a special meeting if the Special Meeting Request:

(1)            relates

to an item of business that is not a proper subject for shareholder action under, or that involves a violation of, applicable law;

(2)            relates

to an item of business that is the same as or substantially similar to (as determined in good faith by the Board of Directors) an item

of business which was presented at a meeting of shareholders occurring within ninety (90) days preceding the earliest date of signature

on the Special Meeting Request, provided that the removal of directors and the filling of the resulting vacancies shall not be considered

the same or substantially similar to the election of directors at the preceding annual meeting of shareholders;

(3)            is

delivered during the period commencing ninety (90) days prior to the first anniversary of the preceding year’s annual meeting of

shareholders and ending on the date of the next annual meeting of shareholders; or

(4)            does

not comply with the requirements of this Section 1.02.

(g)           The

Board of Directors shall determine the place and fix the date and time, of any special meeting called at the request of one or more shareholders,

and the date of such special meeting shall be no more than ninety (90) days after the date on which the Board of Directors fixes the date

of the special meeting. The record date for a special meeting shall be fixed in accordance with Section 1.06 of this Article I.

Upon determination of the time and place of the meeting, an appropriate officer of the Corporation shall cause notice to be given to the

shareholders entitled to vote, in accordance with the provisions of Section 1.03 of this Article I. Nothing contained

in this paragraph (g) shall be construed as limiting, fixing, or affecting the time when a meeting of shareholders called

by action of the Chair of the Board or Board of Directors may be held. Business transacted at a shareholder-requested special meeting

shall be limited to:

(1)            the

business stated in the valid Special Meeting Request(s) received from the Required Percentage of the Outstanding Shares; and

(2)            any

additional business that the Board of Directors determines to include in the Corporation’s notice of meeting.

The Board of Directors may, at its sole

discretion, postpone, reschedule, or cancel any special meeting of shareholders other than a shareholder-requested special meeting.

(h)            Notwithstanding

the foregoing provisions of this Section 1.02, a shareholder must also comply with all applicable requirements of the Exchange

Act and the rules and regulations thereunder with respect to matters set forth in this Section 1.02. Nothing in these

By-laws shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement

pursuant to Rule 14a-8 under the Exchange Act; provided, however, that any references in these By-laws to the Exchange

Act or the rules and regulations thereunder are not intended to and shall not limit the requirements applicable to nominations for

the election to the Board of Directors to be considered pursuant to paragraph (b) of Section 1.12 of this Article I.

Section 1.03.         Notice

of Meetings of Shareholders. Whenever shareholders are required or permitted to take any action at a meeting, notice shall be given

stating the place, date and hour of the meeting, the means of electronic communications, if any, by which shareholders and proxyholders

may participate in the proceedings of the meeting and vote or grant proxies at such meeting and, unless it is the annual meeting, indicating

that it is being issued by or at the direction of the person or persons calling the meeting. Notice of a special meeting shall also state

the purpose or purposes for which the meeting is called. Notice of any meeting of shareholders may be written or electronic. Notice of

any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, provided,

however, that such notice may be given by third class mail not less than twenty-four (24) nor more than sixty (60) days before

the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice is given when deposited in the United

States mail, with postage thereon prepaid, directed to the shareholder at the shareholder’s address as it appears on the record

of shareholders, or, if the shareholder shall have filed with the Secretary of the Corporation a written request that notice to such shareholder

be mailed to some other address, then directed to such shareholder at such other address. If transmitted electronically, such notice is

given when directed to the shareholder’s electronic mail address as supplied by the shareholder to the Secretary of the Corporation

or as otherwise directed pursuant to the shareholder’s authorization or instructions.

When a meeting is adjourned

to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting

is adjourned and the means of electronic communications, if any, by which shareholders and proxyholders may participate in the proceedings

of the meeting and/or vote or grant proxies at the meeting are announced at the meeting at which the adjournment is taken, and at the

adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after

the adjournment, the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be

given to each shareholder of record on the new record date entitled to notice under this Section 1.03.

Section 1.04.         Waivers

of Notice. Notice of meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether

before or after the meeting. Waiver of notice may be written or electronic. The attendance of any shareholder at a meeting, in person

or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of

notice by such shareholder.

Section 1.05.         Quorum.

Presence in person, or by remote communication, if applicable, or represented by proxy of a majority of the shares entitled to vote thereat

shall constitute a quorum at a meeting of shareholders for the transaction of any business; provided that when a specified item

of business is required to be voted on by a particular class or series of shares, voting as a class, the holders of a majority of the

votes of shares of such class or series shall constitute a quorum for the transaction of such specified item of business.

When a quorum is once present

to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders present may

adjourn the meeting despite the absence of a quorum and at any such adjourned meeting at which the requisite amount of voting stock shall

be represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 1.06.         Fixing

Record Date. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any

adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders

entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors

may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than sixty (60)

nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

When a determination of shareholders

of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section 1.06,

such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date under this Section 1.06

for the adjourned meeting.

Section 1.07.         List

of Shareholders at Meetings. A list of shareholders as of the record date, certified by the officer of the Corporation responsible

for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto

of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall

require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons

who appear from such list of shareholders entitled to vote thereat may vote at such meeting.

Section 1.08.         Proxies.

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another

person or persons to act for such shareholder by proxy authorized by an instrument in writing or by a transmission permitted by law, including

Rule 14a-19 promulgated under the Exchange Act, filed in accordance with the procedure established for the meeting, but no such proxy

shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. Any shareholder

directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved

for the exclusive use by the Board of Directors.

Section 1.09.         Inspectors

of Election. The Board of Directors shall appoint one or more inspectors to act at each meeting of shareholders or any adjournment

thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace

any inspector who fails to act. If no inspector or alternate has been appointed, or if such persons are unable to act at a meeting of

shareholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering

upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with

strict impartiality and according to the best of his or her ability.

The inspectors shall determine

the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the

validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising

in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are

proper to conduct the election or vote with fairness to all shareholders. On request of the Chair of the meeting or any shareholder entitled

to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate

of any fact found by them.

Section 1.10.         Voting.

Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in such shareholder’s

name on the record of shareholders, except as otherwise expressly provided in the Certificate of Incorporation of the Corporation.

Directors shall be elected

by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election. Whenever any

corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required

by law or by the Certificate of Incorporation of the Corporation, be authorized by a majority of the votes cast in favor or against such

action at a meeting of shareholders by the holders of shares entitled to vote thereon.

Section 1.11.         Organization

of Shareholders Meetings. At each meeting of shareholders, the Chair of the Board or, in the Chair’s absence, the President,

or if neither the Chair nor the President is present, another officer or director selected by the Board of Directors shall act as Chair

of the meeting. The Secretary, or in the Secretary’s absence, an Assistant Secretary, or if neither the Secretary nor any Assistant

Secretary is present, any officer or director appointed by the Chair of the meeting as the Secretary thereof, shall act as Secretary of

the meeting and keep the minutes thereof. The Board of Directors may adopt by resolution such rules and procedures for the conduct

of the meeting as it shall deem appropriate. Except to the extent inconsistent with such rules and procedures as adopted by the Board

of Directors, the order of business at all meetings of the shareholders shall be as determined by the Chair of the meeting and the Chair

of the meeting shall have the right and authority to convene and (regardless of whether a quorum is present) to recess or adjourn the

meeting, to prescribe such rules and procedures and to do all such acts as, in the judgment of such Chair, are necessary, appropriate

or convenient for the proper conduct of the meeting, including the determination of when the polls shall open and close for any given

matter to be voted on at the meeting.

Section 1.12.         Notice

of Shareholder Nominations and Business.

(a)           Annual

Meetings of Shareholders.

(1)            Nominations

of persons for election to the Board of Directors and the proposal of business to be considered by the shareholders may be made at an

annual meeting of the shareholders (A) specified in a notice of meeting given by or at the direction of the Board of Directors, (B) if

not specified in a notice of meeting, otherwise brought before the meeting by the Board of Directors or the Chair of the Board, or (C) otherwise

properly brought before the meeting by any shareholder of record of the Corporation who is entitled to vote at the meeting with respect

to the election of directors or the business to be proposed by such shareholder, as the case may be, who complies with the notice procedures

set forth in subparagraphs (a)(2) and (a)(3) of this Section 1.12 and who is a shareholder of record

both at the time such notice is delivered to the Secretary of the Corporation as provided in this Section 1.12 and at the

time of the meeting.

(2)            For

nominations or other business to be properly brought by a shareholder before an annual meeting pursuant to clause (C) of subparagraph

(a)(1) of this Section 1.12, the shareholder must have given timely notice thereof in writing to the Secretary of

the Corporation and such business must be a proper subject for shareholder action under the Business Corporation Law. Except as provided

in Section 1.13 of this Article I, to be timely, a shareholder’s notice shall be delivered to the Secretary

of the Corporation at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty

(120) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event

that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date or no

annual meeting was held in the preceding year, notice by the shareholder to be timely must be so delivered 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 (x) the ninetieth (90th)

day prior to such annual meeting and (y) the tenth (10th) day following the day on which public announcement of the date of such

meeting is first made. In no event shall any adjournment or postponement, recess, judicial stay or rescheduling of an annual meeting or

the announcement thereof commence a new time period for the giving of timely notice as described above. To be in proper written form,

the notice of a shareholder giving notice under this Section 1.12 (each, a “Noticing Party”) must set forth:

(i)            as

to each person whom such Noticing Party proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”),

if any:

(a)            the

name, age, business address and residential address of such Proposed Nominee;

(b)            the

principal occupation and employment of such Proposed Nominee;

description of all direct and indirect compensation and other material monetary agreements, arrangements or understandings, written or

oral, during the past three (3) years, and any other material relationships, between or among such Proposed Nominee, on the one hand,

and any Noticing Party or any Shareholder Associated Person, on the other hand, or that such Proposed Nominee knows any of such Proposed

Nominee’s Associates has with any Noticing Party or any Shareholder Associated Person, including all information that would be required

to be disclosed pursuant to Item 404 promulgated under Regulation S-K as if such Noticing Party and any Shareholder Associated Person

were the “registrant” for purposes of such rule and the Proposed Nominee were a director or executive officer of such

registrant;

(d)            a

description of any business or personal interests that would reasonably be expected to place such Proposed Nominee in a potential conflict

of interest with the Corporation or any of its subsidiaries; and

(e)            all

other information relating to such Proposed Nominee that would be required to be disclosed in a proxy statement in connection with the

solicitation of proxies by such Noticing Party for the election of directors in a contested election;

(ii)            as

to any other business that such Noticing Party proposes to bring before the meeting:

(a)            a

brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting;

(b)            any

material interest in such business of such Noticing Party or any Shareholder Associated Person;

text of the proposal or business (including the complete text of any resolutions proposed for consideration and, in the event that such

business includes a proposal to amend these By-laws, the text of the proposed amendment); and

(d)            all

other information relating to such business that would be required to be disclosed in a proxy statement in connection with the solicitation

of proxies by such Noticing Party or any Shareholder Associated Person in support of such proposed business pursuant to the Proxy Rules;

and

(iii)            as

to such Noticing Party:

(a)            the

name and address of such Noticing Party and each Shareholder Associated Person (including, as applicable, as they appear on the Corporation’s

books and records);

(b)            the

class, series and number of shares of each class or series of capital stock (if any) of the Corporation that are, directly or indirectly,

owned beneficially or of record (specifying the type of ownership) by such Noticing Party or any Shareholder Associated Person (including

any right to acquire beneficial ownership at any time in the future, whether such right is exercisable immediately or only after the passage

of time or the fulfillment of a condition) and the date or dates on which such shares were acquired;

name of each nominee holder for, and number of, any securities of the Corporation owned beneficially but not of record by such Noticing

Party or any Shareholder Associated Person and any pledge by such Noticing Party or any Shareholder Associated Person with respect to

any of such securities;

(d)            (1) a

description of all agreements, arrangements and understandings, written or oral, (including any derivative or short positions, profit

interests, hedging transactions, forwards, futures, swaps, options, security-based swaps, warrants, convertible securities, stock appreciation

or similar rights with an exercise or conversion privilege at a price related to an equity security or similar securities with a value

derived from the value of an equity security, repurchase agreements or arrangements, borrowed or loaned shares and so-called “stock

borrowing” agreements or arrangements) that have been entered into by, or on behalf of, such Noticing Party or any Shareholder Associated

Person in connection with the proposal of such business or nomination by such shareholders, the effect or intent of which is to mitigate

loss, manage risk or benefit from changes in the price of any securities of the Corporation, or maintain, increase or decrease the voting

power of such Noticing Party or any Shareholder Associated Person with respect to securities of the Corporation, whether or not such instrument

or right shall be subject to settlement in underlying shares of capital stock of the Corporation (any of the foregoing, a “Derivative

Instrument”), (2) the full notional amount of any securities that, directly or indirectly, underlie any such Derivative Instrument;

and (3) all other information relating to Derivative Instruments that would be required to be disclosed in a proxy statement in connection

with the solicitation of proxies by such Noticing Party or any Shareholder Associated Person in support of the business proposed by such

Noticing Party, if any, or for the election of any Proposed Nominee in a contested election pursuant to the Proxy Rules if the creation,

termination or modification of Derivative Instruments were treated the same as trading in the securities of the Corporation under the

Proxy Rules;

(e)            any

substantial interest, direct or indirect (including any existing or prospective commercial, business or contractual relationship with

the Corporation), of such Noticing Party or, to the knowledge of such Noticing Party (or the beneficial owner(s) on whose behalf

such Noticing Party is submitting a notice to the Corporation), any Shareholder Associated Person, in the Corporation or any Affiliate

thereof or in the proposed business or nomination to be brought before the meeting by such Noticing Party, other than an interest arising

from the ownership of Corporation securities where such Noticing Party or such Shareholder Associated Person receives no extra or special

benefit not shared on a pro rata basis by all other holders of the same class or series;

(f)            a

description of all agreements, arrangements or understandings, written or oral, between or among such Noticing Party and any Shareholder

Associated Person relating to acquiring, holding, voting or disposing of any securities of the Corporation;

(g)            any

rights to dividends on the shares of any class or series of shares of the Corporation owned beneficially by such Noticing Party or any

Shareholder Associated Person that are separated or separable from the underlying shares of the Corporation;

(h)            any

material pending or threatened legal proceeding in which such Noticing Party or any Shareholder Associated Person is a party or material

participant involving the Corporation or any of its officers or directors, or any Affiliate of the Corporation;

(i)            any

proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership,

limited liability company or similar entity in which such Noticing Party or any Shareholder Associated Person (1) is a general partner

or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership or (2) is the

manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability

company or similar entity;

(j)            any

significant equity interests or any Derivative Instruments in any principal competitor of the Corporation held by such Noticing Party

or any Shareholder Associated Person;

(k)            any

direct or indirect interest (other than solely as a result of security ownership) of such Noticing Party or any Shareholder Associated

Person in any agreement with the Corporation, any Affiliate of the Corporation or any principal competitor of the Corporation (including

any employment agreement, collective bargaining agreement or consulting agreement);

(l)            a

representation that (1) neither such Noticing Party nor any Shareholder Associated Person has breached any agreement, arrangement

or understanding with the Corporation except as disclosed to the Corporation pursuant hereto and (2) such Noticing Party and each

Shareholder Associated Person has complied, and will comply, with all applicable requirements of state law and the Exchange Act with respect

to the matters set forth in this Section 1.12;

(m)           all

information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) under the Exchange Act

or an amendment pursuant to Rule 13d-2(a) under the Exchange Act if such a statement were required to be filed under the Exchange

Act by such Noticing Party or any Shareholder Associated Person with respect to the Corporation (regardless of whether such person or

entity is actually required to file a Schedule 13D), including a description of any agreement, arrangement or understanding that would

be required to be disclosed by such Noticing Party or any Shareholder Associated Person pursuant to Item 5 or Item 6 of Schedule 13D;

and

(n)            all

other information relating to such Noticing Party or any Shareholder Associated Person that would be required to be disclosed in a proxy

statement in connection with the solicitation of proxies by such Noticing Party or any Shareholder Associated Person in support of the

business proposed by such Noticing Party, if any, or for the election of any Proposed Nominee in a contested election pursuant to the

Proxy Rules;

provided,

however, that the disclosures described in the foregoing subclauses (a) through (n) shall not include any such disclosures

with respect to the ordinary course business activities of any depositary or any broker, dealer, commercial bank, trust company or other

nominee who is a Noticing Party solely as a result of being the shareholder directed to prepare and submit the notice required by these

By-laws on behalf of a beneficial owner (any such entity, an “Exempt Party”).

(3)            In

addition to the above requirements, the Corporation may require any Noticing Party to furnish such other information as the Corporation

may reasonably require with respect to any item of business proposed by such Noticing Party under this Section 1.12, with

respect to the solicitation of proxies from the Corporation’s shareholders or to determine the eligibility, suitability or qualifications

of a Proposed Nominee to serve as a 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, under the listing standards of each securities exchange upon which the

Corporation’s securities are listed, any applicable rules of the Securities and Exchange Commission, any publicly disclosed

standards used by the Board in selecting nominees for election as a director and for determining and disclosing the independence of the

Corporation’s directors, including those applicable to a director’s service on any of the committees of the Board, or the

requirements of any other laws or regulations applicable to the Corporation. If requested by the Corporation, any supplemental information

required under this paragraph shall be provided by a Noticing Party within ten (10) days after it has been requested by the Corporation.

(4)            To

be eligible to be a candidate for election as a director of the Corporation as a Proposed Nominee, such Proposed Nominee must have previously

delivered, in accordance with the time period prescribed for delivery of a notice set forth in Section 1.12(a)(2), to the

Secretary at the principal executive offices of the Corporation, (i) a completed written questionnaire with respect to the background,

qualifications, stock ownership and independence of such Proposed Nominee in the form required by the Corporation (to be provided by the

Secretary upon written request of any shareholder of record within ten (10) days after receiving such request) and (ii) a written

representation and agreement completed by such Proposed Nominee in the form required by the Corporation (to be provided by the Secretary

upon written request of any shareholder of record within ten (10) days after receiving such request) providing that such Proposed

Nominee (1) 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 Proposed Nominee, if elected as a director of the Corporation, will act or vote on

any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or any Voting Commitment that

could limit or interfere with such Proposed Nominee’s ability to comply, if elected as a director of the Corporation, with such

Proposed Nominee’s fiduciary duties under applicable law; (2) 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 or nominee with respect to the Corporation that has not been disclosed

to the Corporation; (3) will, if elected as a director of the Corporation, comply with all applicable rules of any securities

exchanges upon which the Corporation’s securities are listed, the Certificate of Incorporation of the Corporation, these By-laws,

all applicable publicly disclosed corporate governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies

and all other guidelines and policies of the Corporation generally applicable to directors (which other guidelines and policies will be

provided to such Proposed Nominee within five (5) business days after the Secretary receives any written request therefor from such

Proposed Nominee); and (4) consents to being named as a nominee in the Corporation’s proxy statement and proxy card for the

meeting and consents to the public disclosure of information regarding or relating to such Proposed Nominee provided to the Corporation

by such Proposed Nominee or otherwise pursuant to this Section 1.12.

(5)            Notwithstanding

anything to the contrary in the second sentence of subparagraph (a)(2) of this Section 1.12, in the event that

the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees

for director or specifying the size of the increased Board of Directors made by the Corporation at least eighty (80) days prior to the

first anniversary of the preceding annual meeting (or, if the annual meeting of shareholders is held more than thirty (30) days before

or sixty (60) days after such anniversary date, at least eighty (80) days prior to such annual meeting), a shareholder’s notice

required by this Section 1.12(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 Secretary of the Corporation at the principal executive offices of the Corporation

not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the

Corporation.

(6)            Notwithstanding

the provisions of subparagraph (a)(2) of Section 1.12 of this Article I, nominations of persons for

election to the Board of Directors may also be properly brought before an annual meeting of shareholders by any Eligible Shareholder (as

defined in Section 1.13 of this Article I) who has satisfied the requirements of Section 1.13 of this

Article I.

(b)            Special

Meetings of Shareholders. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders

at which directors are to be elected (i) by or at the direction of the Chair of the Board or the Board of Directors pursuant to a

resolution adopted by a majority of the entire Board, or (ii) by any shareholder of the Corporation who is entitled to vote at the

meeting with respect to the election of directors, who complies with the notice procedures set forth in this paragraph (b) and

who is a shareholder of record both at the time such notice is delivered to the Secretary of the Corporation as provided in this Section 1.12

and at the time of the special meeting. Nominations by shareholders of persons for election to the Board of Directors may be made at such

a special meeting of shareholders if the shareholder’s notice as required by subparagraphs (a)(2) and (a)(3) of

this Section 1.12, shall have been delivered to the Secretary of the Corporation at the principal executive offices of the

Corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business

on the later of (i) the ninetieth (90th) day prior to such special meeting or (ii) if later, the tenth (10th) day following

the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors

to be elected at such meeting. In no event shall an adjournment or postponement (or the public announcement thereof) of a special meeting

initiate a new time period for the giving of a shareholder’s notice as described above. The number of nominees a shareholder may

nominate for election at the special meeting (or in the case of a shareholder giving the notice on behalf of a beneficial owner, the number

of nominees a shareholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number

of directors to be elected at such special meeting. Notwithstanding any other provision of these By-laws, in the case of a shareholder-requested

special meeting, no shareholder may nominate a person for election to the Board of Directors or propose any other business to be considered

at the meeting, except pursuant to the Special Meeting Request(s) delivered for such special meeting pursuant to Section 1.02

of this Article I.

(1)            A

Noticing Party shall further update and supplement such Noticing Party’s notice, if necessary, so that the information provided

or required to be provided in such notice pursuant to this Section 1.12 shall be true and correct in all material respects

as of the record date for determining the shareholders entitled to vote at the meeting and as of the date that is ten (10) business

days prior to the meeting or any adjournment, postponement or rescheduling thereof, and such update and supplement shall be delivered

to the Secretary of the Corporation not later than five (5) business days after the record date for shareholders entitled to vote

at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business

days prior to the date for the meeting or, if practicable, any adjournment, postponement or rescheduling thereof (and, if not practicable,

on the first practicable date prior to the date to which the meeting has been adjourned, postponed or rescheduled) (in the case of the

update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these

By-laws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a shareholder, extend

any applicable deadlines hereunder or enable or be deemed to permit a shareholder who has previously submitted notice hereunder to amend

or update any nomination or to submit any new nomination.

(2)            Except

as set forth in or permitted by Section 1.13 of this Article I or Rule 14a-8 under the Exchange Act, only

persons who are nominated by shareholders in accordance with the procedures set forth in this Section 1.12 or persons nominated

by the Board of Directors shall be eligible for election as a director of the Corporation, and only such business shall be conducted at

a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.12

or by the Board of Directors. The number of Proposed Nominees a shareholder may nominate for election in a notice under this Section 1.12

may not exceed the number of directors to be elected at such meeting, and for the avoidance of doubt, no shareholder shall be entitled

to identify any additional or substitute persons as Proposed Nominees following the expiration of the time periods set forth in Section 1.12(a) or

Section 1.12(b), as applicable. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation or

these By-laws, the Chair of the meeting shall have the power to determine whether a nomination or any business proposed to be brought

before the meeting was made or proposed in accordance with the procedures set forth in this Section 1.12 and the applicable

requirements of state law and the Exchange Act, including Rule 14a-19 promulgated thereunder, and, if any proposed nomination or

business is not in compliance with this Section 1.12 and applicable law, to declare that such defective nomination or proposal

shall be disregarded.

Without limiting the

other provisions and requirements of this Section 1.12, unless otherwise required by law, if a Noticing Party (A) provides

notice pursuant to Rule 14a-19(b) under the Exchange Act and (B) subsequently fails to comply with the requirements of

each of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) under the Exchange Act, then the Corporation shall disregard any proxies

or votes solicited for such Noticing Party’s Proposed Nominee. Upon request by the Corporation, if any Noticing Party provides notice

pursuant to Rule 14a-19(b) under the Exchange Act, such Noticing Party shall deliver to the Corporation, no later than seven

(7) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under

the Exchange Act.

(3)            Notwithstanding

the foregoing provisions of this Section 1.12, a shareholder shall also comply with all applicable requirements of state law

and the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.12.

Nothing in this Section 1.12 or Section 1.13 shall be deemed to affect any rights of (i) shareholders to

request inclusion of proposals in the Corporation’s proxy materials with respect to a meeting of shareholders pursuant to Rule 14a-8

under the Exchange Act, (ii) shareholders to request inclusion of nominees in the Corporation’s proxy materials with respect

to a meeting of shareholders pursuant to the Proxy Rules or (iii) the holders of any series of preferred stock to elect directors

pursuant to any applicable provisions of the Certificate of Incorporation of the Corporation.

(d)            For

purposes of this Section 1.12:

(1)            “Affiliate”

and “Associate” each shall have the respective meanings set forth in Rule 12b-2 under the Exchange Act;

(2)            “beneficial

owner” or “beneficially owned” shall have the meaning set forth for such terms in Section 13(d) of the Exchange

Act and the rules promulgated thereunder;

(3)            “close

of business” shall mean 5:00 p.m. local time at the Corporation’s principal executive office. If any deadline in Section 1.12

and Section 1.13 falls on a day that is not a business day, then the deadline is the immediately preceding business day;

(4)            “Proxy

Rules” shall mean Section 14 of the Exchange Act and the rules promulgated thereunder;

(5)            “public

announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national

news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13,

14 or 15(d) of the Exchange Act; and

(6)            “Shareholder

Associated Person” shall mean, with respect to a Noticing Party and if different from such Noticing Party, any beneficial owner

of shares of stock of the Corporation on whose behalf such Noticing Party is providing notice of any nomination or other business proposed:

(i) any person or entity who is a member of a group (as such term is used in Rule 13d-5 under the Exchange Act) with such Noticing

Party or such beneficial owner(s) with respect to acquiring, holding, voting or disposing of any securities of the Corporation, (ii) any

Affiliate or Associate of such Noticing Party (other than a shareholder Noticing Party that is an Exempt Party) or such beneficial owner(s),

(iii) any participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) with such Noticing

Party or such beneficial owner(s) with respect to any proposed business or nomination, as applicable, under these By-laws, (iv) any

beneficial owner of shares of stock of the Corporation owned of record by such Noticing Party (other than a Noticing Party that is an

Exempt Party) and (v) any Proposed Nominee.

Section 1.13.          Proxy

Access.

(a)            Notwithstanding

anything to the contrary in these By-laws, whenever the Board of Directors solicits proxies with respect to the election of directors

at an annual meeting of shareholders, subject to the provisions of this Section 1.13, the Corporation shall include in its

proxy materials related to the annual meeting (the “proxy materials”), in addition to any individuals nominated for election

by or at the direction of the Board of Directors, the name, together with the Required Information (as defined below), of any individual

nominated for election to the Board of Directors (each such individual being hereinafter referred to as a “Shareholder Nominee”)

by a shareholder or group of no more than 20 shareholders that satisfies the requirements of this Section 1.13 (such individual

or group, including as the context requires each member thereof, being hereinafter referred to as the “Eligible Shareholder”).

For purposes of this Section 1.13, the “Required Information” that the Corporation shall include in the proxy

materials is (A) the information provided to the Secretary of the Corporation concerning the Shareholder Nominee and the Eligible

Shareholder that is required to be disclosed in the proxy materials by the rules and regulations promulgated under the Exchange Act

and (B) if the Eligible Shareholder so elects, a written statement in support of the Shareholder Nominee’s candidacy, not to

exceed 500 words, delivered to the Secretary of the Corporation at the time the Notice of Proxy Access Nomination (as defined below) required

by this Section 1.13 is provided.

(b)            To

be eligible to require the Corporation to include a Shareholder Nominee in the proxy materials pursuant to this Section 1.13,

an Eligible Shareholder must have Owned (as defined below) at least three percent (3%) or more of the shares of the Corporation’s

common stock outstanding as of the most recent date for which such amount is given in any filing by the Corporation with the Securities

and Exchange Commission prior to the submission of the Notice of Proxy Access Nomination (the “Required Shares”) continuously

for at least three (3) years (the “Minimum Holding Period”) as of both (i) the date the Notice of Proxy Access Nomination

is delivered or mailed to the Secretary of the Corporation in accordance with this Section 1.13 and (ii) the close of

business on the record date for determining the shareholders entitled to vote at the annual meeting of shareholders, and must continuously

Own the Required Shares through the date of such annual meeting (and any postponement or adjournment thereof).

For purposes of this Section 1.13,

an Eligible Shareholder shall be deemed to “Own” only those outstanding shares of the Corporation as to which the Eligible

Shareholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest

in (including the opportunity for profit from and risk of loss on) such shares; provided that the number of shares calculated in

accordance with clauses (i) and (ii) of this paragraph shall not include any shares (A) purchased or sold

by such Eligible Shareholder or any of its Affiliates (as defined below) in any transaction that has not been settled or closed, (B) sold

by short sales by such Eligible Shareholder, (C) borrowed by such Eligible Shareholder or any of its Affiliates for any purpose or

purchased by such Eligible Shareholder or any of its Affiliates pursuant to an agreement to resell or subject to any other obligation

to resell to another person, (D) that are subject to any option, warrant, forward contract, swap, contract of sale, other derivative

or similar instrument, agreement, arrangement or understanding entered into by such Eligible Shareholder or any of its Affiliates, whether

any such instrument, agreement, arrangement or understanding is to be settled with shares or with cash based on the notional amount or

value of outstanding shares of the Corporation, in any such case which instrument, agreement, arrangement or understanding has, or is

intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such Eligible

Shareholder’s or any of its Affiliate’s full right to vote or direct the voting of any such shares and/or (2) hedging,

offsetting or altering to any degree any gain or loss arising from the full economic ownership of such shares by such Eligible Shareholder

or any of its Affiliate, or (E) for which the shareholder has transferred the right to vote the shares other than by means of a proxy,

power of attorney or other instrument or arrangement that is unconditionally revocable at any time by the shareholder and that expressly

directs the proxy holder to vote at the direction of the shareholder. In addition, an Eligible Shareholder shall be deemed to “Own”

shares of common stock held in the name of a nominee or other intermediary so long as the Eligible Shareholder retains the full right

to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares.

An Eligible Shareholder’s Ownership of common stock shall be deemed to continue during any period in which the Eligible Shareholder

has loaned such shares of common stock, provided that the Eligible Shareholder has the power to recall such loaned shares on five (5) business

days’ notice and has in fact recalled such loaned shares as of the time the Notice of Proxy Access Nomination is provided and through

the date of the annual meeting of shareholders. For purposes of this Section 1.13, the terms “Owned,” “Owning”

and other variations of the word “Own” shall have correlative meanings. Whether outstanding shares of the Corporation are

“Owned” for these purposes shall be determined by the Board of Directors, in its sole discretion, which determination shall

be conclusive and binding on the Corporation and its shareholders. In addition, the term “Affiliate” or “Affiliates”

shall have the meaning ascribed thereto under the Exchange Act.

be eligible to require the Corporation to include a Shareholder Nominee in the proxy materials pursuant to this Section 1.13,

an Eligible Shareholder must provide to the Secretary of the Corporation, in proper form and within the times specified below, (i) a

written notice expressly electing to have such Shareholder Nominee included in the proxy materials pursuant to this Section 1.13

(a “Notice of Proxy Access Nomination”) and (ii) any updates or supplements to such Notice of Proxy Access Nomination.

To be timely, a shareholder’s Notice of Proxy Access Nomination must be delivered to or mailed and received by the Secretary of

the Corporation at the principal executive office of the Corporation by not later than the close of business on the one hundred twentieth

(120th) day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier

than the close of business on the one hundred fiftieth (150th) day prior to the first anniversary of the date of mailing of the notice

for the preceding year’s annual meeting; provided, however, that in the event that the date of the mailing of the

notice for the annual meeting is thirty (30) days before or thirty (30) days after the first anniversary of the date of the mailing of

the notice for the preceding year’s annual meeting, the Notice of Proxy Access Nomination by the shareholder to be timely must be

so delivered by the close of business on the tenth (10th) day following the day on which public announcement of the date of mailing of

the notice for such meeting is first made by the Corporation. In no event shall the public announcement of a postponement of an annual

meeting to a later date or time commence a new time period for the giving of a shareholder’s notice as described above.

(d)            To

be in proper form for purposes of this Section 1.13, the Notice of Proxy Access Nomination delivered or mailed to and received

by the Secretary of the Corporation shall include the following information:

(1)            one

or more written statements from the record holder of the Required Shares (or from each intermediary through which the Required Shares

are or have been held during the Minimum Holding Period and, if applicable, each participant in the Depository Corporation Company (“DTC”)

or affiliate of a DTC participant through which the Required Shares are or have been held by such intermediary during the Minimum Holding

Period if the intermediary is not a DTC participant or affiliate of a DTC participant) verifying that, as of a date within seven (7) business

days prior to the date the Notice of Proxy Access Nomination is delivered or mailed to the Secretary of the Corporation, the Eligible

Shareholder Owns, and has Owned continuously for the Minimum Holding Period, the Required Shares, and the Eligible Shareholder’s

agreement to provide (A) within five (5) business days after the record date for the annual meeting of shareholders, written

statements from the record holder or intermediaries between the record holder and the Eligible Shareholder verifying the Eligible Shareholder’s

continuous Ownership of the Required Shares through the close of business on the record date, together with a written statement by the

Eligible Shareholder that such Eligible Shareholder will continue to Own the Required Shares through the date of such annual meeting (and

any postponement or adjournment thereof), and (B) the updates and supplements to the Notice of Proxy Access Nomination at the times

and in the forms required by this Section 1.13;

(2)            a

copy of the Schedule 14N (or any successor form) relating to each Shareholder Nominee completed and filed or to be filed with the Securities

and Exchange Commission as required by Rule 14a-18 under the Exchange Act;

(3)            as

to each Shareholder Nominee: (A) the name, age, business address and residence address of such Shareholder Nominee; (B) the

principal occupation or employment of such Shareholder Nominee for the preceding five (5) years; (C) the class, series and number

of shares of the Corporation which are owned beneficially and of record by such Shareholder Nominee and such beneficial owner; (D) the

date or dates such shares were acquired and the investment intent of such acquisition; (E) details of any position of a Shareholder

Nominee as an officer or director of any competitor (that is, any entity that produces products or provides services that compete with

or are alternatives to the products produced or services provided by the Corporation or its affiliates) of the Corporation, within the

three (3) years preceding the submission of the Notice of Proxy Access Nomination; and (F) all other information relating to

such Shareholder Nominee that is required to be disclosed in solicitations of proxies for election of directors in an election contest

(even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision)

under the Exchange Act, including the written consent of the Shareholder Nominee to being named as a nominee in the proxy statement and

proxy card relating to the meeting at which directors are to be elected, to the public disclosure of information regarding or related

to such person provided to the Corporation by such person or otherwise pursuant to this Section 1.13, and to serving as a

director if elected;

(4)            a

copy (or if oral a written summary) of any agreement, arrangement or understanding to which the Shareholder Nominee is a party with any

person or entity other than the Corporation in connection with service or action as a director, including with respect to any direct or

indirect compensation, reimbursement or indemnification;

(5)             the

written agreement of the Shareholder Nominee, upon such Shareholder Nominee’s election, to be bound by the Corporation’s Code

of Business Conduct and Ethics and other similar policies and procedures and to make such acknowledgments, enter into such agreements

and provide such information as the Board of Directors requires of all directors at such time;

(6)            a

representation that (A) the Eligible Shareholder acquired the Required Shares in the ordinary course of business and not with the

intent to change or influence control of the Corporation, and that neither the Eligible Shareholder nor any Shareholder Nominee being

nominated thereby presently has such intent, (B) the Eligible Shareholder has not nominated and will not nominate for election to

the Board of Directors at the annual meeting of shareholders (or any postponement or adjournment thereof) any individual other than the

Shareholder Nominee(s) included in the proxy materials pursuant to this Section 1.13, (C) the Eligible Shareholder

has not engaged and will not engage in, and has not been and will not be a “participant” in another person’s “solicitation,”

each within the meaning of Rule 14a-1(l) under the Exchange Act (without reference to the exception in Rule 14a-1(l)(2)(iv))

(or any successor rules), in support of the election of any individual as a director at the annual meeting (or any postponement or adjournment

thereof) other than such Shareholder Nominee(s) or a nominee of the Board of Directors, (D) the Eligible Shareholder has complied,

and will comply, with all applicable laws and regulations applicable to solicitations and the use, if any, of soliciting material in connection

with the annual meeting, including, without limitation, Rule 14a-9 under the Exchange Act, (E) the Eligible Shareholder will

not use any proxy card other than the Corporation’s proxy card in soliciting shareholders in connection with the election of a Shareholder

Nominee at the annual meeting, (F) the Eligible Shareholder has not provided and will not provide facts, statements or information

in its communications with the Corporation and its shareholders that were not or will not be true, correct and complete in all material

respects or which omitted or will omit to state a material fact necessary in order to make such facts, statements or information, in light

of the circumstances under which they were or will be provided, not misleading, (G) each Shareholder Nominee’s candidacy or,

if elected, Board membership would not violate applicable state or federal law or the rules of any stock exchange on which the Corporation’s

securities are traded, and (H) each Shareholder Nominee: (i) does not have any direct or indirect relationship with the Corporation

that would cause the Shareholder Nominee to be considered not independent pursuant to the Corporation’s Corporate Governance Guidelines

as most recently published on its website and otherwise qualifies as independent under the rules of the primary stock exchange on

which the Corporation’s shares of common stock are traded; (ii) meets the audit committee and compensation committee independence

requirements under the rules of the primary stock exchange on which the Corporation’s shares of common stock are traded; (iii) is

a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule); (iv) is

an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision);

and (v) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule)

under the Securities Act of 1933, as amended, or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without

reference to whether the event is material to an evaluation of the ability or integrity of such Shareholder Nominee;

(7)            in

the case of a nomination by a group of shareholders that together is an Eligible Shareholder, a written designation by all group members

of one member thereof that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto,

including any withdrawal of the nomination; and

(8)            a

written undertaking that the Eligible Shareholder (A) assumes all liability stemming from any legal or regulatory violation arising

out of communications with the shareholders by the Eligible Shareholder, its Affiliates and associates or their respective agents or representatives,

either before or after providing a Notice of Proxy Access Nomination pursuant to this Section 1.13, or out of the facts, statements

or information that the Eligible Shareholder or its Shareholder Nominee(s) provided to the Corporation pursuant to this Section 1.13

or otherwise in connection with the inclusion of such Shareholder Nominee(s) in the proxy materials pursuant to this Section 1.13,

(B) indemnifies and holds harmless the Corporation and each of its directors, officers and employees against any liability, loss

or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against

the Corporation or any of its directors, officers or employees arising out of such Eligible Shareholder’s nomination of a Shareholder

Nominee or the Corporation’s inclusion of such Shareholder Nominee in the proxy materials pursuant to this Section 1.13,

and (C) will comply with all other laws and regulations applicable to any solicitation in connection with the annual meeting.

At the request of the Corporation,

the Shareholder Nominee must promptly, but in any event within five (5) business days after such request, submit all completed and

signed questionnaires required of the Corporation’s directors. The Corporation may also require each Shareholder Nominee and the

Eligible Shareholder to furnish (i) a written statement that at the reasonable request of the Corporate Governance Committee of the

Corporation, it will meet with the Corporate Governance Committee of the Corporation to discuss matters relating to the nomination of

such Shareholder Nominee to the Board of Directors, including the information provided by such Shareholder Nominee to the Corporation

in connection with his or her nomination and such Shareholder Nominee’s eligibility to serve as a member of the Board of Directors;

and (ii) such other information (A) as may reasonably be required by the Corporation to determine the eligibility of such Shareholder

Nominee to serve as an independent director (as determined under the rules and listing standards of any national securities exchange

on which any securities of the Corporation are listed or any applicable securities law), (B) that could be material to a shareholder’s

understanding of the independence or lack of independence of such Shareholder Nominee or (C) as may reasonably be required by the

Corporation to determine whether the Eligible Shareholder meets the criteria for qualification as an Eligible Shareholder.

The Notice of Proxy Access

Nomination shall be deemed submitted on the date on which all the information and documents referred to in paragraph (d) of

this Section 1.13 (other than such information and documents contemplated to be provided after the date the Notice of Proxy

Access Nomination is provided) have been delivered to or, if sent by mail, received by the Secretary of the Corporation.

(e)            To

be eligible to require the Corporation to include a Shareholder Nominee in the proxy materials pursuant to this Section 1.13,

an Eligible Shareholder must further update and supplement the Notice of Proxy Access Nomination, if necessary, so that the information

provided or required to be provided in such Notice of Proxy Access Nomination pursuant to this Section 1.13 shall be true,

correct and complete as of the record date for shareholders entitled to vote at the annual meeting and as of the date that is ten (10) business

days prior to such annual meeting or any postponement or adjournment thereof, and such update and supplement (or a written notice stating

that there is no such update or supplement) shall be delivered or mailed to and received by the Secretary of the Corporation at the principal

executive office of the Corporation not later than close of business on the fifth (5th) business day after the record date for the meeting

(in the case of the update and supplement required to be made as of the record date) and not later than close of business on the eighth

(8th) business day prior to the date of the meeting.

(f)            In

the event that any facts, statements or information provided by the Eligible Shareholder or a Shareholder Nominee to the Corporation or

the shareholders ceases to be true, correct and complete in all material respects or omits a material fact necessary to make such facts,

statements or information, in light of the circumstances under which they were provided, not misleading, the Eligible Shareholder or Shareholder

Nominee, as the case may be, shall promptly notify the Secretary of the Corporation of any defect in such previously provided facts, statements

or information and of the facts, statements or information required to correct any such defect.

(g)            Whenever

an Eligible Shareholder consists of a group of more than one shareholder, each provision in this Section 1.13 that requires

the Eligible Shareholder to provide any written statements, representations, undertakings, agreements or other instruments or to comply

with any other conditions shall be deemed to require each shareholder that is a member of such group to provide such statements, representations,

undertakings, agreements or other instruments and to comply with such other conditions (which, if applicable, shall apply with respect

to the portion of the Required Shares Owned by such shareholder). When an Eligible Shareholder is comprised of a group, a violation of

any provision of these By-laws by any member of the group shall constitute a violation by the entire group. No person may be a member

of more than one group of persons constituting an Eligible Shareholder with respect to any annual meeting of shareholders. In determining

the aggregate number of shareholders in a group, (i) two or more funds that are part of the same family of funds under common management

and investment control or (ii) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of

the Investment Company Act of 1940, as amended (each, a “Qualifying Fund Family”) shall be treated as one shareholder. Not

later than the deadline for delivery of the Notice of Proxy Access Nomination pursuant to this Section 1.13, a Qualifying

Fund Family whose share Ownership is counted for purposes of determining whether a shareholder or group of shareholders qualifies as an

Eligible Shareholder shall provide to the Secretary of the Corporation such documentation as is reasonably satisfactory to the Board of

Directors, in its sole discretion, to demonstrate that the funds comprising the Qualifying Fund Family satisfy the definition thereof.

(h)            The

maximum number of Shareholder Nominees nominated by all Eligible Shareholders and entitled to be included in the proxy materials with

respect to an annual meeting of shareholders shall not exceed the greater of (A) two (2) or (B) twenty percent (20%) of

the number of directors up for election as of the last day on which a Notice of Proxy Access Nomination may be timely delivered pursuant

to and in accordance with this Section 1.13 (the “Final Proxy Access Nomination Date”) or, if such percentage

is not a whole number (but higher than two (2)), the closest whole number below twenty percent (20%); provided that the maximum number

of Shareholder Nominees entitled to be included in the proxy materials with respect to a forthcoming annual meeting of shareholders shall

be reduced by the number of individuals who were elected as directors at the immediately preceding or second preceding annual meeting

of shareholders after inclusion in the proxy materials pursuant to this Section 1.13 and whom the Board of Directors nominates

for re-election at such forthcoming annual meeting of shareholders. In the event that one or more vacancies for any reason occur on the

Board of Directors after the Final Proxy Access Nomination Date but before the election of directors at the forthcoming annual meeting

of shareholders and the Board of Directors elects to reduce the size of the Board of Directors in connection therewith, the maximum number

of Shareholder Nominees eligible for inclusion in the proxy materials pursuant to this Section 1.13 shall be calculated based

on the number of directors serving as so reduced. Any individual nominated by an Eligible Shareholder for inclusion in the proxy materials

pursuant to this Section 1.13 whose nomination is subsequently withdrawn or whom the Board of Directors decides to nominate

for election to the Board of Directors shall be counted as one of the Shareholder Nominees for purposes of determining when the maximum

number of Shareholder Nominees eligible for inclusion in the proxy materials pursuant to this Section 1.13 has been reached.

Any Eligible Shareholder submitting more than one Shareholder Nominee for inclusion in the proxy materials pursuant to this Section 1.13

shall rank such Shareholder Nominees based on the order that the Eligible Shareholder desires such Shareholder Nominees be selected for

inclusion in the proxy materials in the event that the total number of Shareholder Nominees submitted by Eligible Shareholders pursuant

to this Section 1.13 exceeds the maximum number of Shareholder Nominees eligible for inclusion in the proxy materials pursuant

to this Section 1.13(h). In the event the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this

Section 1.13 exceeds the maximum number of nominees eligible for inclusion in the proxy materials pursuant to this Section 1.13,

the highest-ranking Shareholder Nominee from each Eligible Shareholder pursuant to the preceding sentence shall be selected for inclusion

in the proxy materials until the maximum number is reached, proceeding in order of the number of shares of common stock (largest to smallest)

disclosed as Owned by each Eligible Shareholder in the Notice of Proxy Access Nomination submitted to the Secretary of the Corporation.

If the maximum number is not reached after the highest-ranking Shareholder Nominee from each Eligible Shareholder has been selected, this

selection process shall continue as many times as necessary, following the same order each time, until the maximum number is reached.

The Shareholder Nominees so

selected in accordance with this Section 1.13(h) shall be the only Shareholder Nominees entitled to be included in the

proxy materials and, following such selection, if the Shareholder Nominees so selected are not included in the proxy materials or are

not submitted for election for any reason (other than the failure of the Corporation to comply with this Section 1.13), no

other Shareholder Nominees shall be included in the proxy materials pursuant to this Section 1.13.

(i)            The

Corporation shall not be required to include, pursuant to this Section 1.13, a Shareholder Nominee in the proxy materials

for any annual meeting of shareholders (i) for which meeting the Secretary of the Corporation receives a notice that the Eligible

Shareholder or any other shareholder has nominated one or more individuals for election to the Board of Directors pursuant to the advance

notice requirements for shareholder nominees for director set forth in Section 1.12 of this Article I and such

shareholder does not expressly elect at the time of providing the notice to have its nominee included in the Corporation’s proxy

materials pursuant to this Section 1.13, (ii) if the Eligible Shareholder who has nominated such Shareholder Nominee

has engaged in or is currently engaged in or has been or is a “participant” in another person’s “solicitation,”

each within the meaning of Rule 14a-1(l) under the Exchange Act, in support of the election of any individual as a director

at the annual meeting other than its Shareholder Nominee(s) or a nominee of the Board of Directors, (iii) if such Shareholder

Nominee would not qualify as independent (as determined under the rules and listing standards of any national securities exchange

on which any securities of the Corporation are listed), (iv) if such Shareholder Nominee is or becomes a party to any agreement,

arrangement or understanding that the Shareholder Nominee is a party to with any person or entity other than the Corporation as to how

such person, if elected as a director, will act or vote on any issue or question, (v) if such Shareholder Nominee is or becomes a

party to any agreement, arrangement or understanding that the Shareholder Nominee is a party to with any person or entity other than the

Corporation in connection with any direct or indirect compensation, reimbursement or indemnification in connection with service or action

as a trustee which is not promptly disclosed to the Corporation, (vi) if the election of such Shareholder Nominee as a director would

cause the Corporation to fail to comply with these By-laws, the Certificate of Incorporation of the Corporation, the rules and listing

standards of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which

any securities of the Corporation are traded, or any applicable state or federal law, rule or regulation, (vii) if such Shareholder

Nominee is or has been, within the past three (3) years, an officer or director of a competitor, as defined in Section 8 of

the Clayton Antitrust Act of 1914, (viii) if such Shareholder Nominee is a defendant in or named subject of a pending criminal proceeding

(excluding traffic violations and other minor offenses) or has been convicted or has pleaded nolo contendere in such a criminal

proceeding within the past ten years, (ix) if such Shareholder Nominee is subject to any order of the type specified in Rule 506(d) of

Regulation D promulgated under the Securities Act of 1933, as amended, (x) if the Eligible Shareholder who has nominated such Shareholder

Nominee or such Shareholder Nominee provides any facts, statements or information to the Corporation or the shareholders required or requested

pursuant to this Section 1.13 that is not true, correct and complete in all material respects or that omits a material fact

necessary to make such facts, statements or information, in light of the circumstances in which they were provided, not misleading, or

that otherwise contravenes any of the agreements, representations or undertakings made by such Eligible Shareholder or Shareholder Nominee

pursuant to this Section 1.13 or (xi) if the Eligible Shareholder who has nominated such Shareholder Nominee or such

Shareholder Nominee fails to comply with any of its obligations pursuant to this Section 1.13, in each instance as determined

by the Board of Directors, in its sole discretion.

(j)            Notwithstanding

anything to the contrary set forth herein, the Board of Directors or the Chair of the meeting shall declare a nomination by an Eligible

Shareholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been

received by the Corporation, if (i) the Shareholder Nominee(s) and/or the applicable Eligible Shareholder shall have failed

to comply with its or their obligations, agreements or representations under this Section 1.13, as determined by the Board

of Directors or the Chair of the meeting, (ii) the Eligible Shareholder, or a qualified representative thereof, does not appear at

the annual meeting of shareholders to present any nomination of the Shareholder Nominee(s) included in the proxy materials pursuant

to this Section 1.13, (iii) the Eligible Shareholder withdraws its nomination, or (iv) the Chair of the annual meeting

declares that such nomination was not made in accordance with the procedures prescribed by this Section 1.13 and shall therefore

be disregarded. For purposes of this Section 1.13(j), to be considered a qualified representative of a shareholder, a person

must be a duly authorized officer, manager or partner of such shareholder or must be authorized by a writing executed by such shareholder

or an electronic transmission delivered by such shareholder to act for such shareholder as its proxy at the annual meeting of shareholders

and such person must produce such writing or electronic transmission, or a reliable reproduction thereof, at such annual meeting.

(k)            Any

Shareholder Nominee who is included in the proxy materials for an annual meeting of shareholders but withdraws from or becomes ineligible

or unavailable for election to the Board of Directors at such annual meeting, shall be ineligible for inclusion in the proxy materials

as a Shareholder Nominee pursuant to this Section 1.13 for the next two annual meetings of shareholders. For the avoidance

of doubt, this Section 1.13(k) shall not prevent any shareholder from nominating any individual to the Board of Directors

pursuant to and in accordance with Section 1.12 of this Article I.

(l)            The

Eligible Shareholder (including any person who owns shares of capital stock of the Corporation that constitute part of the Eligible Shareholder’s

ownership for purposes of satisfying Section 1.13(b) hereof) shall file with the Securities and Exchange Commission any

solicitation or other communication with the Corporation’s shareholders relating to the meeting at which the Shareholder Nominee

will be nominated, regardless of whether any such filing is required under Regulation 14A under the Exchange Act or whether any exemption

from filing is available for such solicitation or other communication under Regulation 14A under the Exchange Act.

(m)          Notwithstanding

anything to the contrary contained in this Section 1.13, the Corporation may omit from its proxy statement, or may supplement

or correct, any information, including all or any portion of the statement in support of a Shareholder Nominee included in the Notice

of Proxy Access Nomination, if the Board of Directors determines that: (i) such information is not true in all material respects

or omits a material statement necessary to make the statements made not misleading; (ii) such information directly or indirectly

impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral

conduct or associations, without factual foundation, with respect to, any person; or (iii) the inclusion of such information in the

proxy statement would otherwise violate the Securities and Exchange Commission proxy rules or any other applicable law, rule or

regulation.

(n)            The

Corporation may solicit against, and include in the proxy statement its own statement relating to, any Shareholder Nominee.

(o)            Except

for a nomination made in accordance with Rule 14a-19 under the Exchange Act, this Section 1.13 provides the exclusive

method for a shareholder to require the Corporation to include nominee(s) for election to the Board of Directors in the proxy materials.

ARTICLE II.

Directors

Section 2.01.         Number,

Powers and Eligibility. The business of the Corporation shall be managed by its Board of Directors, each of whom shall be at least

eighteen (18) years of age. The number of directors which shall constitute the entire Board of Directors shall not be less than three

(3). Subject to such limitation, the number of directors may be fixed and from time to time increased or decreased by action of a majority

of the entire Board of Directors or by the shareholders, but no decrease shall shorten the term of any incumbent director. If not otherwise

fixed by the Board of Directors or shareholders, the number of directors shall be three (3). No person shall be eligible for election

or appointment as a director unless such person has, within ten (10) days following any reasonable request therefor from the Board

of Directors or any committee thereof, made himself or herself available to be interviewed by the Board of Directors (including any subset

of the members of the Board of Directors, any committee of the Board of Directors, or any subset of the members of any committee of the

Board of Directors) with respect to such person’s qualifications to serve as a director or any other matter reasonably related to

such person’s candidacy or service as a director of the Corporation.

Section 2.02.         Election

and Term. At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting. Unless

a particular directorship shall theretofore be vacated by resignation, death, removal, or otherwise, each director shall hold office until

the next annual meeting of shareholders, and until such director’s successor has been elected and qualified.

Section 2.03.         Resignations.

Any director of the Corporation may resign at any time by giving notice to the Board of Directors, the Chair of the Board, the President

or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, if any, or if no time is specified

therein, then upon receipt of such notice by the addressee; and, unless otherwise provided therein, the acceptance of such resignation

shall not be necessary to make it effective.

Section 2.04.         Removal

of Directors. Any or all of the directors may be removed with or without cause by vote of the shareholders at a duly called meeting.

Section 2.05.         Vacancies.

Any vacancy in the Board of Directors, whether arising from death, resignation, removal (with cause), an increase in the number of directors

or any other cause, may be filled by the vote of a majority of the directors then in office, even if less than a quorum exists. Each director

so elected shall hold office for the unexpired term of such director’s predecessor, or if such director was elected to fill a newly

created directorship, such director shall serve until the next annual meeting of the shareholders and until such director’s successor

shall have been duly elected and qualified. The number of directors that constitutes the entire Board of Directors shall be automatically

reduced, without any further action by the Board of Directors, to eliminate any vacancy on the Board of Directors (other than a vacancy

resulting from an increase in the number of directors) immediately upon the occurrence of such vacancy, but not to fewer directors than

required by the Business Corporation Law, the Certificate of Incorporation of the Corporation, or these By-laws.

Section 2.06.         Quorum

and Voting. One-third of the entire Board of Directors, but not less than two (2) directors, shall constitute a quorum for the

transaction of business or of any specified item of business. Except as otherwise provided by statute, the Certificate of Incorporation

of the Corporation, or these By-laws, the vote of a majority of the directors present at a meeting at the time of the vote, if a quorum

is present at such time, shall be the act of the Board of Directors.

A majority of the directors

present, whether or not a quorum is present, may adjourn any meeting of the directors to another time and place. Notice of any adjournment

need not be given if such time and place are announced at the meeting.

Section 2.07.         Regular

Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the

Board of Directors and no notice thereof shall be necessary. The annual meeting of the Board of Directors may be held without notice immediately

after the annual meeting of the shareholders.

Section 2.08.         Special

Meetings. Special meetings shall be called at any time only by the Chair of the Board or by a majority of the Board of Directors then

in office. Special meetings shall be held at such place as shall be fixed by the person or persons calling the meeting and stated in the

notice or waiver of notice of the meeting.

Section 2.09.         Notice

of Meetings. Unless waived, notice of each special meeting of the Board of Directors (and of each regular meeting for which notice

shall be required) stating the time and place of the meeting, shall be given to each director by delivered letter, by telegram or telex

or by personal communication either over the telephone or otherwise, in each such case not later than the first (1st) day prior to the

meeting, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate under the circumstances,

or by mailed letter deposited in the United States mail with postage thereon prepaid not later than the seventh (7th) day prior to the

meeting. Notice of meetings of the Board of Directors and waivers thereof need not state the purpose or purposes of the meeting.

Notice of any meeting need

not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without

protesting, prior thereto or at its commencement, the lack of notice to such director.

Section 2.10.         Organization

of Meetings of the Board. At each meeting of the Board of Directors, the Chair of the Board, or in the Chair of the Board’s

absence another director chosen by a majority of the directors present, shall act as Chair of the meeting. The Secretary or, in the Secretary’s

absence, any person appointed by the Chair of the meeting shall act as Secretary of the meeting and keep the minutes thereof. The order

of business at all meetings of the Board of Directors shall be as determined by the Chair of the meeting.

Section 2.11.         Committees.

The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee,

an Audit Committee, a Compensation Committee, a Corporate Governance Committee and other committees, each consisting of one or more directors

(or such greater number as may be required by applicable law, regulations or rule), and each of which, to the extent provided in the resolution,

shall have all the authority of the Board of Directors, except that no such committee shall have authority as to the following matters:

(a)            The

submission to shareholders of any action that needs shareholders’ authorization under the Business Corporation Law.

(b)            The

filling of vacancies in the Board of Directors or in any committee.

fixing of compensation of the directors for serving on the Board of Directors or on any committee.

(d)            The

amendment or repeal of the By-laws, or the adoption of new By-laws.

(e)            The

amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.

The Board of Directors may

designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member or members

at any meeting of such committee. Each such committee shall serve at the pleasure of the Board of Directors.

Regular meetings of any such

committee shall be held at such time and place as shall from time to time be fixed by such committee and no notice thereof shall be necessary.

Special meetings may be called at any time by any member of such committee or by the Board of Directors. Notice of each special meeting

of each such committee shall be given (or waived) in the same manner as notice of a meeting of the Board of Directors. A majority of the

members of any such committee shall constitute a quorum for the transaction of business and the act of a majority of the members present

at the time of the vote, if a quorum is present at such time, shall be the act of the committee.

Section 2.12.         Action

Without Meeting. To the extent permitted by law, any action required or permitted to be taken by the Board of Directors or any committee

thereof may be taken without a meeting if all members of the Board of Directors or the committee consent in writing to the adoption of

a resolution authorizing the action. The written consent of a member may be made electronically, where such consent is submitted via email,

text, or other secured platform for electronic communications, along with information from which it can be reasonably determined that

the transmission was authorized by such member. The resolution and the written consents thereto by the members of such committee or the

Board of Directors shall be filed with the minutes of the proceedings of such committee or the Board of Directors.

Section 2.13.         Telephonic

Meetings. To the extent permitted by law, any meeting of the Board of Directors or any committee thereof may be held by means of a

conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same

time. Participation by such means shall constitute presence in person at a meeting.

ARTICLE III.

Officers

Section 3.01.         Election

or Appointment; Number. The officers of the Corporation shall be elected or appointed by the Board of Directors. The officers shall

be a President, one or more Executive Vice-Presidents, Senior Vice Presidents and/or Vice-Presidents, a Secretary, a Treasurer, and such

other officers as the Board of Directors may from time to time determine. Any person may hold two (2) or more offices at the same

time, except the offices of President and Secretary. Any officer may, but no officer need, be chosen from among the Board of Directors.

Section 3.02.         Term.

All officers shall be elected or appointed to hold office until the meeting of the Board of Directors following the next annual meeting

of shareholders and each officer shall hold office for the term for which such officer is elected or appointed and until such officer’s

successor has been elected or appointed and qualified, but the Board of Directors may remove any officer with or without cause at any

time.

Any officer of the Corporation

may resign at any time by giving notice to the Board of Directors or the Corporation. Any such resignation is effective when the notice

is given, unless the notice specifies a later date, and shall be without prejudice to the contract rights, if any, of the officer.

Section 3.03.         Authority.

The officers shall have the authority, perform the duties and exercise the powers in management of the Corporation usually incident to

the offices held by them, respectively, and/or such other authority, duties, and powers as may be assigned to them from time to time by

the Board of Directors.

ARTICLE IV.

Capital Stock

Section 4.01.         Stock

Certificates. The shares of capital stock of the Corporation may but need not be represented by certificates. Certificated shares

of capital stock of the Corporation shall be signed by the Chair of the Board or the President or a Vice-President and the Secretary or

an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation and may be sealed with the seal of the Corporation

or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if (1) the certificate is countersigned

by a transfer agent or registered by a registrar other than the Corporation itself or its employees or (2) such shares are listed

on a registered national securities exchange. In case any officer who has signed or whose facsimile signature has been placed upon a certificate

shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if

he or she was such officer at the date of issue.

The Board of Directors, to

the extent permitted by law, shall have the power and authority to make such rules, policies and procedures as it may deem necessary or

proper concerning the issue, transfer and registration of shares of capital stock of the Corporation in both the certificated and uncertificated

form.

Section 4.02.         Transfer

of Shares. The certificated shares of capital stock of the Corporation may be transferred only by the holder in person or by the holder’s

attorney upon surrender for cancellation of certificates for the shares, with an assignment or power of transfer endorsed therefor or

delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer, and of payment

of transfer taxes, as the Corporation or its agents may require. The uncertificated shares of capital stock of the Corporation may be

transferred upon receipt of proper transfer instructions from the registered holder of such shares or by such person’s attorney

duly authorized in writing, and upon compliance with appropriate procedures for transferring shares of capital stock in uncertificated

form. Except as otherwise provided by law, the Corporation shall be entitled to treat the holder of record of any share of capital stock

as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any

other person whether or not it shall have express or other notice thereof.

Section 4.03.         Lost

or Destroyed Certificates. No certificate for shares of capital stock shall be issued in place of any certificate alleged to have

been lost, destroyed, or stolen except on production of such evidence of loss, destruction, or theft and on delivery to the Corporation,

if the Board of Directors shall so require, of a bond of indemnity in such amount and upon such terms and secured by such surety as the

Board of Directors may in its discretion require.

Section 4.04.         Transfer

Agent and Registrar. The Board of Directors may appoint one or more transfer agents and one or more registrars and may require all

certificates for shares of capital stock to bear the signature or signatures of any of them.

ARTICLE V.

Miscellaneous

Section 5.01.         Seal.

The seal of the Corporation shall be circular in form and contain the name of the Corporation and the year and state of its organization.

Section 5.02.         Checks.

All checks or demands for money shall be signed by such person or persons as the Board of Directors may from time to time determine.

Section 5.03.         Fiscal

Year. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall begin the first day of January of

each year and shall end on the thirty-first (31st) day of December of such year.

Section 5.04.         Entire

Board. As used in these By-laws, the term “entire Board” means the total number of directors which the Corporation would

have if there were no vacancies.

Section 5.05.         Amendment

of By-laws. The By-laws of the Corporation may be amended, repealed or adopted by the Board of Directors or by vote of the holders

of the shares at the time entitled to vote in the election of any directors, except that any amendment by the Board of Directors changing

the numbers of directors shall require the vote of a majority of the entire Board and except that any By-law adopted by the Board of Directors

may be amended or repealed by the shareholders entitled to vote thereon as provided in the Business Corporation Law of the State of New

York (the “Business Corporation Law”).

ARTICLE VI.

Indemnification

Section 6.01.         Indemnification

of Directors and Officers. The Corporation shall indemnify any person who is or was a director or officer of the Corporation and who

is made, or threatened to be made, a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether

civil, criminal, administrative or investigative, including an action by or in the right of the Corporation to procure a judgment in its

favor and an action by any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee

benefit plan or other enterprise, which any director or officer of the Corporation is serving or has served in any capacity at the request

of the Corporation, by reason of the fact that such person, such person’s testator or intestate, is or was a director or officer

of the Corporation, or is or was serving such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise

in any capacity against all loss and expense including, without limiting the generality of the foregoing, judgments, fines, amounts paid

in settlement and reasonable expenses, including attorneys’ fees and disbursements actually and necessarily incurred as a result

of such action or proceeding, or any appeal therein; provided, however, that no indemnification may be made to or on behalf

of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that such person’s

acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated,

or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled.

In any case in which a director

or officer of the Corporation (or a representative of the estate of such director or officer) requests indemnification, upon such person’s

request the Board of Directors shall meet within one month thereof to determine whether such person is eligible for indemnification in

accordance with the standard set forth above. Such determination shall be made:

(a)            by

the Board of Directors acting by a quorum consisting of directors who are not parties to the action or proceeding in respect of which

indemnification is sought; or

(b)            if

such quorum is unobtainable or if directed by such quorum, then by either (i) the Board of Directors upon the option in writing of

independent legal counsel that indemnification is proper in the circumstances because such person is eligible for indemnification in accordance

with the standard set forth above, or (ii) by the shareholders upon a finding that such person is eligible for indemnification in

accordance with the standard set forth above.

Notwithstanding the foregoing,

a determination of eligibility for indemnification may be made in any manner permitted by law.

The Corporation shall advance

defense expenses incurred by any person who is made or threatened to be made a party to or is involved in any threatened, pending or completed

action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether by or in the right of the Corporation

or otherwise, by reason of the fact that such person, such person’s testator or intestate, is or was a director or officer of the

Corporation, or is serving or has served any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture,

trust, employee benefit plan or other enterprise in any capacity at the request of the Corporation while such person is or was such a

director or officer, upon request of such person and receipt of an undertaking by such person or on such person’s behalf to repay

amounts advanced if it is ultimately determined that such person was not eligible for indemnification in accordance with the standard

set forth above or, where indemnification is granted, to the extent the expenses so advanced by the Corporation or allowed by the court

exceed the indemnification to which such person is entitled.

The foregoing provisions of

this Section 6.01 shall be deemed to be a contract between the Corporation and each director and officer of the Corporation

who serves in such capacity at any time while this Section 6.01 and the relevant provisions of the Business Corporation Law

are in effect, and any repeal or modification of this Section 6.01 or such provisions of the Business Corporation Law shall

not affect any rights or obligations existing prior to such modification or repeal with respect to any action or proceeding theretofore

or thereafter brought; provided, however, that the right of indemnification provided in this Section 6.01 shall not be deemed

exclusive of any other rights to which any director or officer of the Corporation may now be or hereafter become entitled apart from this

Section 6.01, under any applicable law including the Business Corporation Law. Notwithstanding the foregoing, the Corporation

shall enter into such additional contracts providing for indemnification and advancement of expenses with officers, directors, employees,

and agents of the Corporation or its subsidiaries and affiliates as the Board of Directors shall authorize, provided that the terms of

any such contract shall be not inconsistent with the provisions of this Section 6.01, and provided further that the Corporation

shall provide notice of such contracts in accordance with the following paragraph.

If any action with respect

to indemnification of directors and officers is taken by way of amendment to these By-laws, resolution of the Board of Directors, or by

agreement, then the Corporation shall give such notice to the shareholders as is required by law.

ARTICLE VII.

Forum Selection

Unless the Corporation consents

in writing to the selection of an alternative forum, (a) the New York Supreme Court in the State of New York (the “Supreme

Court”) (or, in the event that the Supreme Court does not have jurisdiction, the federal district court or other state courts of

the State of New York) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action,

suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary

duty owed by any director, officer or shareholder of the Corporation to the Corporation or to the Corporation’s shareholders, (iii) any

action, suit or proceeding arising pursuant to any provision of the Business Corporation Law or the Certificate of Incorporation of the

Corporation or these By-laws (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim

against the Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article VII,

the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting

a cause or causes of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any

defendant to such complaint. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding

sentence is filed in a court other than the courts in the State of New York (a “Foreign Action”) in the name of any shareholder,

such shareholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State

of New York in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding

sentence and (y) having service of process made upon such shareholder in any such action by service upon such shareholder’s

counsel in the Foreign Action as agent for such shareholder.

Any person or entity purchasing

or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article VII.

This provision is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters to any offering

giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person

or entity and who has prepared or certified any part of the documents underlying the offering. Notwithstanding the foregoing, the provisions

of this Article VII shall not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other

claim for which the federal courts of the United States have exclusive jurisdiction.

If any provision or provisions

of this Article VII shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever,

(a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this

Article VII (including, without limitation, each portion of any paragraph of this Article VII containing any such

provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any

way be affected or impaired thereby and (b) the application of such provision to other persons or entities and circumstances shall

not in any way be affected or impaired thereby.

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