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Approved and Filed <br />197812-31818026586 <br />Filing Date: 0911312018 <br />Effective :0911312018 11:00 <br />CONNIE LAWSON <br />Indiana Secretary of State <br />holders of Common Stock will be entitled to share, ratably according to the <br />number of shares of Common Stock held by all holders, in all remaining assets of <br />the Corporation available for distribution to its shareholders. <br />(b) A new Section 2 of Article IX of the Articles of Incorporation of the <br />Corporation is hereby added to read as follows: <br />Section 2. Indemnification. The Corporation shall indemnify every person <br />who is or was a director of the Corporation against all liability to the fullest extent <br />permitted by Chapter 37 of the Act, provided that such person is determined in the <br />manner specified by Chapter 37 of the Act to have met the standard of conduct <br />specified in Chapter 37 of the Act. The Corporation shall, to the fullest extent <br />permitted by Chapter 37 of the Act, pay for or reimburse the reasonable expenses <br />incurred by every person who is or was a director of the Corporation who is a <br />party to a proceeding in advance of final disposition of the proceeding, in the <br />manner specified by Chapter 37 of the Act. ' The Corporation shall indemnify and <br />advance expenses to every person who is or was an officer of the Corporation to <br />the same extent as if such person were a director of the Corporation (all such <br />persons who are or were directors or officers of the Corporation are hereinafter <br />referred to as "Indemnitee"). The foregoing indemnification and advance of <br />expenses for Indemnitees shall apply to service in the Indemnitee's official <br />capacity with the Corporation, and to service at the Corporation's request, while <br />also acting in an official capacity with the Corporation, as a director, officer, <br />partner, trustee, employee, or agent of another foreign or domestic corporation, <br />partnership, joint venture, trust, employee benefit plan, or other enterprise, <br />whether for profit or not. All references in this paragraph to Chapter 37 of the <br />Act shall be deemed to include any amendment or successor thereto. When a <br />word or phrase used in this paragraph is defined in Chapter 37 of the Act, such <br />word or phrase shall have the same meaning in this paragraph that it has in <br />Chapter 37 of the Act. Nothing contained in this paragraph shall limit or preclude <br />the exercise of any right relating to indemnification or advance of expenses to any <br />Indemnitee or the ability of the Corporation to otherwise indemnify or advance <br />expenses to any Indemnitee. The foregoing provisions shall be binding upon any <br />successor to the Corporation so that each Indemnitee shall be in the same position <br />with respect to any resulting, surviving, or succeeding entity as he or she would <br />have been had the separate legal existence of the Corporation continued; <br />provided, Mat unless expressly provided or agreed otherwise, this sentence shall <br />be applicable only to Indemnitees acting in an official capacity or in another <br />capacity set forth above prior to termination of the separate legal existence of the <br />Corporation. The foregoing provisions shall be deemed to create a contract right <br />for the benefit of every Indemnitee if (i) any act or omission complained of in a <br />proceeding against the Indemnitee, (ii) any portion of a proceeding, or (iii) any <br />determination or assessment of liability, occurs while the foregoing provisions are <br />in effect. If any word, clause, or sentence of the foregoing provisions regarding <br />indemnification or advancement of expenses shall be held invalid as contrary to <br />law or public policy, it shall be severable and the provisions remaining shall not <br />be otherwise affected. If any Court holds any word, clause, or sentence of this <br />paragraph invalid, the Court is authorized and empowered to rewrite these <br />tj <br />