^Delaware PAG& I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND

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1 ^Delaware PAG& % f Ihe first State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND RRECT PY OF THE CERTIFICATE OF NVERSION OF A DELAWARE RPORATION UNDER THE NAME OF "HILL AND KNOWLN, INC. " A DELAWARE LIMITED LIABILITY MPANY, CHANGING ITS NAME FROM "HILL AND KNOWLN, INC." "HILL AND KNOWLN STRATEGIES, LLC", FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF DECEMBER, A.D. 2011, AT 2:42 O'CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF NVERSION IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2011, AT 11:59 O'CLOCK P.M. J0» PI ;.k t ~V V you may verify this certificate online at corp.^^lairarb.gav/auttivar.shtail Sr&\ m S\J. *\ /*N <W AUTHEN!. (fsk3?f Jeffrey wj. Bullock,' Secretary, of State -flqni: &6 DATE: 12-29^11

KNOWLN, INC. " A DELAWARE LIMITED LIABILITY MPANY, CHANGING ITS NAME FROM "HILL AND KNOWLN, INC." "HILL AND KNOWLN STRATEGIES, LLC", FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF DECEMBER, A.D. 2011, AT 2:42 O'CLOCK P.

2 state of Delaware Secretary of State Division of Corporations Delivered 02:42 PM 12/29/2011 FILED 02:42 PM 12/29/2011 CERTIFICATE OF NVERSION ^ «"5io FILE NVERTING HILL AND KNOWLN, INC. (a Delaware Corporation) HILL AND KNOWLN STRATEGIES, LLC (a Delaware Limited Liability Company) Hill and Knowlton, Inc., the corporation that is converting to a Delaware limited liability company (the "Converting Corporation"), and Hill and Knowlton Strategies, LLC, the continuing Delaware limited liability company (the "LLC"), hereby certify that: I- Name of Conving. Corporation. The name of the Converting Corporation immediately prior to the filing of this Certificate of Conversion was "Hill and Knowlton, Inc." 2. Date and Jurisdiction of Organization of Converting Corporation. Thedate on which, and the jurisdiction where, the Converting Corporation was organized; are. as follows: Date January %.#9#. Jurisdiction Delaware 3. Name of Converted Limited Liability Company. The name of the Delaware limited liability company to which the Converting Corporation has be converted and the name set forth in the Certificate pf Formation of the Company, filed in accordance with Section (b) of the Delaware Limited Liability Company Act, is "Hill and Knowlton Strategies, LLC? \ 4. Appval of Conversion. The conversion of the Converting Corporation to the LLC has bevappyed iiir accordance? with the pyisibris of Section 266 of the Geral Corporation Law of the 5 State of Delaware. 5. Effectivess. This Certificate of Conversion shall become effective at 11:59 p.m. on December 31, v :028 XXV1.E2

, the corporation that is converting to a Delaware limited liability company (the "Converting Corporation"), and Hill and Knowlton Strategies, LLC, the continuing Delaware limited liability company

3 IN WITNESS WHEREOF, the undersigned has duly e^ec#dffis Certified of Conversion as of December 29, TttLL: ANiJiKNOVVLNi INC. By: /s/ Kevin Farewell. Name: Kevin Farewell Title: Secretary C/".' <=> -,, ^t O S rs 3 :P- a' VI S ', XXV ;E.2'

By: /s/ Kevin Farewell. Name: Kevin Farewell Title: Secretary C/".

4 (DeCazuare PAGE} '2} : Ihe first State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND RRECT PY OF CERTIFICATE OF FORMATION OF "HILL AND KNOWLN STRATEGIES, LLC" FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF DECEMBER, A.D. 2011, AT 2:42 O'CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF FORMATION IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2011, AT 11:59 O'CLOCK P.M V Tou may verify this- certificate online at cprp.delavaxb.'gov/authver.'shpsl QI * m *«AUTHEN c Jeffrey 'W; Bullock,!Secretary ofstate TION: DATE:

STRATEGIES, LLC" FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF DECEMB

5 CE«TTFieATEC(F FORMATION or """ HILL AND KNOWLN STRATEGIES, LLC State of Delaware Secretary of State Division of Corporations Delivered 02:42 PM 12/29/2011 FILED 02:42 PM 12/29/2011 SRV FILE This Certificate of Formation is being executed as of December 29, 2011 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 jdel C et seg, (the "Act"). The undersigned, being duly authorized to execute and file this Certificate of Formation, does hereby certify as follows: 1- Name. The name of the limited liability company is Hill and Knowlton Strategies, LLC (the "Company'"). 2. Registered Office and Registered Agt. The Company's registered office in the State of Delaware is located at is 874 Walker Road, Suite C, Dover, Delaware and the name of the registered agt at said address is United Corporate Services, Inc. 3. Conversion. The Company has be converted to a Delaware limited liability company pursuant to Section of the Act. The Company constitutes a continuation of the existce of the converted other tity in the form of a Delaware limited liability company. 4. Effcctiveriessk This Certificate of Formafibhkstall become- effefctive^ at 11:59 p.m. on December 3 U 20iil. IN WITNESS^ Formation asi'ofthe day arid year first above writteh: Isl Kevin Farewell Name: Kevin Farewell Title: Secretary K> C3 O m -o zs. Xj o vl:03O X.XVl;E;3

Company Act, 6 jdel C 18-101 et seg, (the "Act"). The undersigned, being duly authorized to execute and file this Certificate of Formation, does hereby certify as follows: 1- Name.

March 20, 2014. Thank you for your assistance and do not hesitate to contact me if you have any comments or questions concerning this matter.

March 20, 2014. Thank you for your assistance and do not hesitate to contact me if you have any comments or questions concerning this matter. 1578 Highway 44 East, Suite 6 P.O. Box 369 Shepherdsville, KY 40165-0369 Phone (502) 955-4400 or (800) 516-4293 Fax (502) 543-4410 or (800) 541-4410 VIA HAND DELIVERY March 20, 2014 MAR h 0 2014 PUBLIC