Explanatory Note: Attached below is a marked version of Section 3.3 of Article III of the Company’s Amended and Restated By-Laws. Only Section 3.3 of Article III of the Amended and Restated By-Laws is included in this exhibit to the Company’s Form 8-K.

ARTICLE III. BOARD OF DIRECTORS

SECTION 3.3. Removal. Exclusive of directors, if any, elected by the holders of one or more classes of preferred stock, noany director of the Corporation may be removed from office except for with or without Cause and by the affirmative vote of two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote at a meeting of shareholders duly called for such purpose. As used in this Section 3.3, the term “Cause” shall mean solely malfeasance arising from the performance of a director’s duties which has a materially adverse effect on the business of the Corporation.