Form 8-K

8-K — Liberty Broadband Corp

Accession: 0001140361-26-033932

Filed: 2026-08-21

Period: 2026-08-19

CIK: 0001611983

SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

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

Item: Financial Statements and Exhibits

Documents

8-K — ef20080711_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (ef20080711_ex3-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20080711_8k.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 19, 2026

LIBERTY BROADBAND CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-36713

47-1211994

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

400 Washington Blvd.

Stamford, Connecticut 06902

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (203) 905-7801

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 (see General Instruction A.2. below):

☐

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 each exchange on which registered

Series A common stock

LBRDA

The Nasdaq Stock Market LLC

Series C common stock

LBRDK

The Nasdaq Stock Market LLC

Series A Cumulative Redeemable preferred stock

LBRDP

The Nasdaq Stock Market LLC

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. ☐

Introduction

On August 19, 2026 (the “Closing Date”), pursuant to (i) that certain Agreement and Plan of Merger,

dated as of November 12, 2024 (the “Merger Agreement”), entered into by and among Liberty Broadband Corporation, a Delaware corporation (“Liberty Broadband”), Charter Communications, Inc., a Delaware corporation (“Charter”), Fusion Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of Charter (“Merger LLC”), and Fusion Merger Sub 2, Inc.,

a Delaware corporation and wholly owned subsidiary of Merger LLC (“Merger Sub”), and (ii) that certain Letter Agreement, dated May 16, 2025 (the “Letter Agreement”),

by and among Liberty Broadband, Charter, Merger LLC and Merger Sub, Merger Sub merged with and into Liberty Broadband (the “Merger”), with Liberty Broadband surviving the Merger as the surviving

corporation and a wholly owned subsidiary of Merger LLC, and, immediately following the Merger, Liberty Broadband (as the surviving corporation in the Merger) merged with and into Merger LLC (the “Upstream Merger”,

and together with the Merger, the “Combination”), with Merger LLC surviving the Upstream Merger as the surviving company and wholly owned subsidiary of Charter.

The descriptions of the Combination, the Merger Agreement and the Letter Agreement in this Current Report on Form 8-K do not purport to be complete and are subject

to, and qualified in their entirety by reference to, the full text of the Merger Agreement and the Letter Agreement, copies of which are included as Exhibit 2.1 to Liberty Broadband’s Current Report on Form 8-K filed with the U.S. Securities and

Exchange Commission (the “SEC”) on November 13, 2024 and Exhibit 10.1 to Liberty Broadband’s Current Report on Form 8-K filed with the SEC on May 19, 2025, respectively, and are incorporated herein by

reference.

Item 1.02.

Termination of a Material Definitive Agreement.

The information provided in the Introduction section of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.

On the Closing Date, in connection with the consummation of the Merger, (i) that certain Services Agreement, by and between Liberty Media Corporation, a Nevada

corporation (“Liberty Media”) and Liberty Broadband, dated November 4, 2014 (as amended), was terminated, and (ii) that certain Aircraft Time

Sharing Agreement, dated as of May 22, 2020, by and between Liberty Media and Liberty Broadband, was terminated.

Further, on the Closing Date, as a result of the Combination, Liberty Broadband was no longer subject to that certain Second Amended and Restated

Stockholders Agreement, dated as of May 23, 2015, by and among Charter, Liberty Broadband and Advance/Newhouse Partnership, a New York general partnership, as amended.

Credit Facilities

In connection with the Combination, on August 20, 2026, LBC Cheetah 6, LLC (the “Margin

Loan Borrower”), a wholly owned subsidiary of Liberty Broadband, repaid (or caused to be repaid) all loans and other amounts outstanding under that certain Margin Loan Agreement,

dated as of August 31, 2017 (as in effect from time to time, the “Margin Loan Agreement”), by and among the Margin Loan Borrower, BNP Paribas, New York Branch, as administrative agent, BNP Paribas,

as calculation agent, and the lenders party thereto. Immediately prior to such repayment, there was $919,000,000 in aggregate principal amount of loans outstanding.

Some or all of the parties to the Margin Loan Agreement, or their affiliates, have in the past provided investment banking, commercial banking services or other

financial advisory services to Liberty Broadband and its affiliates for which they received customary fees and expenses, and they may provide similar services in the future.

In addition, on August 20, 2026, all loans and other amounts outstanding under that certain Loan Agreement, dated May 12, 2026, between Liberty Broadband, as

borrower, and Charter, as lender, are expected to be discharged in full. As of the consummation of the Merger, there was $359,119,602.26 in aggregate principal amount of loans outstanding.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The information provided in the Introduction section of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

At 11:56 p.m., New York City time on the Closing Date (the “Effective Time”), pursuant to the Merger

Agreement:

•

each share of (i) Liberty Broadband Series A Common Stock, par value $0.01 per share (“LBRDA”), Liberty Broadband Series B Common Stock, par value $0.01 per share (“LBRDB”), and Liberty Broadband Series C Common Stock, par value $0.01 per share (“LBRDK”, and together with LBRDA and LBRDB, the “Liberty Broadband Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares owned by Liberty Broadband, Charter or any of their respective wholly owned

subsidiaries) was automatically converted into 0.236 of a share of a validly issued, fully paid and nonassessable share of Charter Class A common stock, par value $0.001 per share (“Charter Class A Common

Stock”), with cash (without interest) being paid to entitled record holders of Liberty Broadband Common Stock in lieu of fractional shares of Charter Class A Common Stock; and

•

each share of Liberty Broadband Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“LBRDP”), issued and outstanding immediately prior to the

Effective Time (other than shares owned by Liberty Broadband, Charter or any of their respective wholly owned subsidiaries) was automatically converted into one validly issued, fully paid and nonassessable share of Charter’s Series A

Cumulative Redeemable Preferred Stock, par value $0.001 per share.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information provided under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.

On the Closing Date, Liberty Broadband notified Nasdaq of the completion of the Merger and requested that the shares of LBRDA, LBRDK and LBRDP be delisted from

Nasdaq effective following the Effective Time. Liberty Broadband also requested that Nasdaq file a notification of removal from listing and/or registration of the shares of LBRDA, LBRDK and LBRDP on Form 25 under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC.

Further, shares of LBRDB will no longer be quoted on the OTCQB Venture Market.

In addition, the surviving company in the Combination intends to file a certification

on Form 15 with the SEC requesting the termination of registration of shares of LBRDA, LBRDK and LBRDP under Section 12(g) of the

Exchange Act, and the suspension of Liberty Broadband’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to shares of LBRDA, LBRDK and LBRDP.

Item 3.03.

Material Modification to Rights of Security Holders.

The information provided in the Introduction section and under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference

into this Item 3.03.

Item 5.01.

Change in Control of Registrant.

The information provided in the Introduction section and under Items 2.01, 3.01 and 5.02 of this Current Report on Form 8-K is incorporated by

reference into this Item 5.01.

As a result of the completion of the Merger, a change in control of Liberty Broadband occurred, and Liberty Broadband became an indirect wholly owned

subsidiary of Charter.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information provided in the Introduction section and under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.

In connection with the consummation of the Merger and in accordance with the terms of the Merger Agreement, (i) the directors of Liberty Broadband resigned

immediately prior to the Effective Time, (ii) Jessica Fischer, Jamal Haughton, and Jeff Murphy were appointed as directors of the surviving corporation at the Effective Time and (iii) the officers of Merger Sub immediately prior to the Effective

Time became the officers of the surviving corporation at the Effective Time.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

The information provided under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Bylaws of Liberty Broadband, as amended, as in effect immediately prior to the

Effective Time, was amended and restated in its entirety to read as the Bylaws of Merger Sub read immediately prior to the Effective Time, a copy of which is filed herewith as Exhibit 3.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

2.1*

Agreement and Plan of Merger, dated as of November 12, 2024, by and among Liberty Broadband Corporation, Charter Communications, Inc., Fusion Merger Sub 1, LLC and

Fusion Merger Sub 2, Inc. (incorporated by reference to Exhibit 2.1 of Liberty Broadband’s Current Report on Form 8-K filed on November 13, 2024)

3.1

Bylaws of Fusion Merger Sub 2, Inc.

10.1

Letter Agreement, dated as of May 16, 2025, by and among Liberty Broadband Corporation, Charter Communications, Inc., Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc. (incorporated by reference to Exhibit 10.1 of Liberty Broadband’s Current Report on Form 8-K filed on May 19, 2025)

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. Liberty Broadband hereby undertakes to furnish

supplemental copies of any of the omitted schedules or exhibits upon request by the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly

caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 20, 2026

FUSION MERGER SUB 1, LLC, as successor by merger to LIBERTY BROADBAND CORPORATION

By:

/s/ Jessica M. Fischer

Name: Jessica M. Fischer

Title: Chief Financial Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: ef20080711_ex3-1.htm · Sequence: 2

Exhibit 3.1

BY‑LAWS

FUSION MERGER SUB 2, INC.

ARTICLE I

OFFICES

SECTION 1. REGISTERED OFFICE ‑‑ The registered office of Fusion Merger Sub 2, Inc. (the “Corporation”) shall be established and maintained at the office of Corporation Service Company, 251 Little

Falls Drive, City of Wilmington, New Castle County, State of Delaware 19808, and said Corporation Service Company shall be the registered agent of the Corporation in charge thereof.

SECTION 2. OTHER OFFICES ‑‑ The

Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. ANNUAL MEETINGS ‑‑ Annual

meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the

Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. If the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the

registered office of the Corporation on the first Friday in January. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders

entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2. SPECIAL MEETINGS ‑‑ Special

meetings of the stockholders for any purpose or purposes may be called by the Chairman of the Board, the President or the Secretary, or by resolution of the Board of Directors.

SECTION 3. VOTING ‑‑ Each stockholder

entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for

a longer period. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of

shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the

meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the

whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 4. QUORUM ‑‑ Except as otherwise

required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a

quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting

from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be

represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment

or adjournments thereof.

SECTION 5. NOTICE OF MEETINGS ‑‑ Written

notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the

Corporation, not less than ten nor more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to

vote thereat.

SECTION 6. ACTION WITHOUT MEETING ‑‑

Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a

vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at

which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in

writing.

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ARTICLE III

DIRECTORS

SECTION 1. NUMBER AND TERM ‑‑ The business

and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than one person. The exact number of directors shall initially be one and may thereafter be fixed from time to time

by the Board of Directors. Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. A director need not be a stockholder.

SECTION 2. RESIGNATIONS ‑‑ Any director

may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board, the President or the Secretary.

The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3. VACANCIES ‑‑ If the office of

any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her

successor shall be duly chosen. If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the

Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4. REMOVAL ‑‑ Except as

hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual

meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5. COMMITTEES ‑‑ The Board of

Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the

powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation (if any) to be affixed to all papers which may require it.

SECTION 6. MEETINGS ‑‑ The newly elected

directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by

consent of all the Directors.

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Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution

of the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, or by the Secretary on the written request of

any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be

stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any

committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating

in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

The Chairman of the Board, if any, or, if at any time the Corporation does not have a Chairman of the Board, a member of the Board of Directors

appointed by the Board of Directors, shall preside at all meetings of the Board of Directors.

SECTION 7. QUORUM ‑‑ A majority of the

Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum

is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of

the Board of Directors unless the Certificate of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.

SECTION 8. COMPENSATION ‑‑ Directors shall

not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein

contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 9. ACTION WITHOUT MEETING ‑‑ Any

action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee,

as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

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ARTICLE IV

OFFICERS

SECTION 1. OFFICERS ‑‑ The Corporation

shall have such officers as may be necessary or desirable for the business of the Corporation. The officers of the Corporation may include a Chief Executive Officer, a President, one or more Vice Presidents, a Chief Financial Officer, a

Secretary and a Treasurer, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified. In addition, the Board of Directors may elect a Chairman of the Board and such

Assistant Secretaries and Assistant Treasurers as they may deem proper. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers

and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 2. CHAIRMAN OF THE BOARD ‑‑ The

Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and shall have and perform such other duties as may be assigned to him or her by the Board of Directors.

SECTION 3. CHIEF EXECUTIVE OFFICER ‑‑ The

Chief Executive Officer shall have the general powers and duties of supervision and management usually vested in the office of Chief Executive Officer of a corporation. The Chief Executive Officer shall have the power to execute bonds,

mortgages and other contracts on behalf of the Corporation, and to cause the seal (if any) to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or

an Assistant Secretary or an Assistant Treasurer.

SECTION 4. PRESIDENT ‑‑ The President

shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. The President shall have the power to execute bonds, mortgages and other contracts on behalf of the

Corporation, and to cause the seal (if any) to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant

Treasurer.

SECTION 5. VICE PRESIDENTS ‑‑ Each Vice

President, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors.

SECTION 6. TREASURER ‑‑ The Treasurer

shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and

to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chairman of the Board, or the

President, taking proper vouchers for such disbursements. He or she shall render to the Chairman of the Board, the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an

account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such

amount and with such surety as the Board of Directors shall prescribe.

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SECTION 7. SECRETARY ‑‑ The Secretary

shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such

notice may be given by any person thereunto directed by the Chairman of the Board or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws. He or she shall record all the

proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of

Directors, the Chairman of the Board or the President. He or she shall have the custody of the seal of the Corporation (if any) and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chairman

of the Board or the President, and attest to the same.

SECTION 8. ASSISTANT TREASURERS AND

ASSISTANT SECRETARIES ‑‑ Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

ARTICLE V

MISCELLANEOUS

SECTION 1. STOCK ‑‑ Shares of the

Corporation’s stock may be certificated or uncertificated. Any or all of the signatures on any certificated shares may be by facsimile. In case any officer, transfer agent or registrar who shall have signed, or whose facsimile signature or

signatures shall have been used on, any such certificate or certificates shall cease to be an officer, transfer agent or registrar of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates

shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose

facsimile signature shall have been used thereon had not ceased to be an officer, transfer agent or registrar of the Corporation.

SECTION 2. LOST CERTIFICATES ‑‑ A new

certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed

certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on

account of the alleged loss of any such certificate, or the issuance of any such new certificate.

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SECTION 3. TRANSFER OF SHARES ‑‑ Subject

to any transfer restrictions then in force, the shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives and upon such

transfer the old certificates, if one has been issued, shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers or to such other person as the directors may designate

by whom they shall be cancelled and new certificates, if any, shall thereupon be issued. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly 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 save as expressly provided by the laws of Delaware.

SECTION 4. STOCKHOLDERS RECORD DATE ‑‑ In

order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to

receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of

Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders

entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders

entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any

other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of

business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled

to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be

taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution

taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of

stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

-7-

SECTION 5. DIVIDENDS ‑‑ Subject to the

provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem

appropriate. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital

or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 6. SEAL ‑‑ The Corporation may

have a corporate seal in such form as shall be determined by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject

document or paper.

SECTION 7. FISCAL YEAR ‑‑ The fiscal year

of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 8. CHECKS ‑‑ All checks, drafts or

other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be

determined from time to time by resolution of the Board of Directors.

SECTION 9. NOTICE AND WAIVER OF NOTICE ‑‑

Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States

mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled

to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of

the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

ARTICLE VI

AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such

proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation. Except as otherwise

provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in

their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

-8-

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