Material Modifications to Rights of Security Holders (Form 8-K)

Material Modifications to Rights of Security Holders.

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

Stockholder Proposals: Under Section 2.2 of the Prior Bylaws, stockholders could only bring business before the Company's annual meeting of stockholders if properly brought before the meeting. For a stockholder to properly bring business before an annual meeting, the stockholder must give timely notice to the Secretary of the Corporation. The Amended and Restated Bylaws do not change the requirement that business be properly brought before an annual meeting but Sections 2.3-2.5of the Amended and Restated Bylaws do expand and specify the requirements to be properly brought before an annual meeting, including how to give timely notice.

Director Resignation: Section 3.2 of the Amended and Restated Bylaws provides that incumbent directors that are up for re-electionmust submit their resignation to the Board if a majority of the votes cast are against his reelection. Under the Prior Bylaws, there was no such requirement.

Director Removal: Section 3.4 of the Amended and Restated Bylaws provides that directors may be removed for cause by the holders of not less than sixty-sixand two-thirdspercent (66-2/3%)of the voting power of the capital stock issued and outstanding then entitled to vote at an election of directors. This updates Section 3.3 of the Prior Bylaws which provided that directors may be removed, with or without cause, by the holders of at least a majority of the shares entitled to vote at an election of directors.

Indemnification: Article 6 of the Amended and Restated Bylaws expand and clarify the scope and procedures of the indemnification provision that was provided under Article 6 of the Prior Bylaws. Under Article 6 of the Amended and Restated Bylaws, the Company's directors and officers of the Company shall be indemnified and held harmless by the Company to the fullest extent permitted by Delaware law against all expense, liability, and loss reasonably incurred or suffered by such individual in any action, suit, or proceeding to which such person is a party. Further, under such provision, an indemnitee shall have the right to be paid by the corporation, the expenses (including attorney's fees) incurred in defending any such proceeding in advance of its final disposition.

Exclusive Forum: Article 9 of the Amended and Restated Bylaws to provide that the federal district courts of the United States are designated as the exclusive jurisdiction for any litigation arising under the Securities Act of 1933, as amended. Under the Prior Bylaws, there was no such provision establishing a federal forum for the Company.

Amendments: Article 10 of the Amended and Restated Bylaws provides the holders of at least sixty-sixand two-thirdspercent (66-2/3%)of the voting power of the shares of the capital stock of the corporation entitled to vote in the election of directors, voting as one class may adopt, amend or repeal the Amended and Restated Bylaws. Under the Prior Bylaws, there was no such requirement.

Financial Statements and Exhibits.

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