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Form 8-K

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ACLX The article is a Form 8-K filing detailing the completion of Arcellx's acquisition by Gilead Sciences. It reports on the tender offer, merger, and delisting from NASDAQ. The sentiment is neutral as it's a factual report of corporate actions.

8-K — Arcellx, Inc.

Accession: 0001104659-26-050318

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0001786205

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

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 — tm2612746d7_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2612746d7_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2612746d7_ex3-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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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):

April 28, 2026

Arcellx, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-41259

47-2855917

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

800 Bridge Parkway

Redwood City, CA 94065

(Address of principal executive offices, including

zip code)

(240) 327-0630

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

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:

Name of each exchange on which

Title of each class

Trading

Symbol(s)

registered

Common Stock, $0.001 par value per share

ACLX

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. ¨

Introductory Note.

As previously disclosed

on February 23, 2026 in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)

by Arcellx, Inc., a Delaware corporation (the “Company”), the Company entered into an Agreement and Plan of Merger,

dated as of February 22, 2026 (the “Merger Agreement”), by and among the Company, Gilead Sciences, Inc., a Delaware

corporation (“Parent”), and Ravens Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”).

Item 2.01. Completion of Acquisition

or Disposition of Assets.

Pursuant to the Merger

Agreement, and upon the terms and subject to the conditions described therein and in the Offer to Purchase, dated March 6, 2026, and the

related Letter of Transmittal, on March 6, 2026, Purchaser commenced a tender offer (the “Offer”) to purchase all of

the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Shares”), other than

any Shares owned immediately prior to the effective time of the Merger (as defined below) by the Company (including those held in the

Company’s treasury) and any Shares owned both as of the date of the commencement of the Offer and immediately prior to the effective

time of the Merger by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent, at a price per Share of (x) $115.00

per Share (the “Closing Amount”), net to the seller in cash, without interest, subject to any withholding tax, plus (y) one

(1) contractual contingent value right (a “CVR”), which represents the right to receive one contingent payment

of $5.00 per CVR in cash, without interest, and subject to any withholding tax, payable on March 31, 2030, subject to cumulative

worldwide Sales (as defined in the CVR Agreement (as defined below)) of the Company’s anitocabtagene autoleucel (anito-cel) product

exceeding $6.0 billion on or prior to December 31, 2029 and the other terms and conditions set forth in a contingent value rights

agreement (the “CVR Agreement”), dated April 28, 2026, by and among Parent, Computershare, Inc., a Delaware corporation,

and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (“Computershare Trust”) (the

Closing Amount plus one (1) CVR, together, the “Offer Price”).

The Offer expired at

5:00 p.m., Eastern Time, on April 27, 2026 (the “Expiration Time”). According to Computershare Trust, the depositary

and paying agent for the Offer, as of the Expiration Time, 38,795,604 Shares were validly tendered and not validly withdrawn in the Offer,

representing, together with Shares already owned by Parent, approximately 77.2% of the outstanding Shares. The number of Shares tendered

satisfied the condition to the Offer that there be validly tendered, and not validly withdrawn, in the Offer a number of Shares that,

considered together with all other Shares owned by Purchaser and its affiliates (as such term is defined in Section 251(h)(6) of the Delaware

General Corporation Law, as amended (“DGCL”)), represent one more Share than 50% of the total number of Shares outstanding

at the Expiration Time. All conditions to the Offer were satisfied or waived, and Parent and Purchaser accepted for payment all Shares

validly tendered and not validly withdrawn.

Following the consummation

of the Offer, the remaining conditions to the Merger (as defined below) set forth in the Merger Agreement were satisfied or waived, and

on April 28, 2026, Purchaser merged with and into the Company (the “Merger” and, together with the Offer and the

other transactions contemplated by the Merger Agreement, the “Transactions”) pursuant to Section 251(h) of the

DGCL, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Each Share outstanding immediately

prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned immediately prior

to the Effective Time by the Company (including those held in the Company’s treasury), (ii) Shares owned both as of the commencement

of the Offer and immediately prior to the Effective Time by Parent, Purchaser, or any other direct or indirect wholly owned subsidiary

of Parent, (iii) Shares irrevocably accepted for purchase pursuant to the Offer, and (iv) Shares held by stockholders who are

entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for

appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively

withdrawn nor lost their rights to such appraisal and payment under the DGCL), was converted into the right to receive, on a per Share

basis, (A) the Closing Amount in cash, without any interest thereon, subject to any withholding tax, plus (B) one (1) CVR

per Share (clauses (A) and (B), collectively, the “Merger Consideration”).

At the Effective Time,

each option to purchase Shares (each, a “Company Option”) that was outstanding and unexercised, whether or not vested,

and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder

to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the

Closing Amount over (b) the per Share exercise price subject to such Company Option, multiplied by (y) the total number of Shares

subject to such Company Option immediately prior to the Effective Time, plus (ii) one (1) CVR for each Share subject to such

Company Option immediately prior to the Effective Time. At the Effective Time, each Company Option that was then outstanding and unexercised,

whether or not vested, and which had a per share exercise price that was equal to or greater than the Closing Amount, was cancelled with

no additional consideration payable therefor. At the Effective Time, each award of restricted stock units with respect to Shares

(each, a “Company RSU”) that was outstanding, whether or not vested, was canceled and converted into the right of the

holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount,

multiplied by (y) the total number of Shares subject to such Company RSU immediately prior to the Effective Time (with the number

of Shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual

performance in connection with the Merger, as determined by the Company’s board

of directors or a committee thereof), and (ii) one (1) CVR for each Share subject to such Company RSU immediately prior to the

Effective Time.

The aggregate amount

of funds used by Parent to consummate the Offer and the Merger (including payments for Company Options, Company RSUs and other payments

referred to in the Merger Agreement) was approximately $7.1 billion.

The foregoing description

of the Merger Agreement and the Transactions is not complete and is qualified in its entirety by reference to the Merger Agreement, a

copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC

on February 23, 2026, and is incorporated herein by reference.

Item 3.01. Notice of Delisting or

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

The information set forth

in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

In connection with the

consummation of the Transactions, the Company notified Nasdaq Stock Market LLC (“NASDAQ”) of the consummation of the

Merger and requested that NASDAQ suspend trading of Shares and file with the SEC a Form 25 Notification of Removal from Listing and/or

Registration to delist and deregister Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”). The Company also intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under

the Exchange Act, requesting the termination of registration of Shares under Section 12(g) of the Exchange Act and the suspension

of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to Shares.

Item 3.03. Material Modification

to Rights of Security Holders.

The information set forth

in the Introductory Note, Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference

into this Item 3.03.

Item 5.01. Changes in Control of

Registrant.

The information set forth

in the Introductory Note, Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference

into this Item 5.01.

As a result of the consummation

of the Offer, a change in control of the Company occurred. At the Effective Time, the Company became a wholly owned subsidiary of Parent.

Item 5.02. Departure of Directors

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

The information set forth

in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

In connection with the

consummation of the Transactions, Rami Elghandour, David Lubner, Kavita Patel, Olivia Ware, Ali Behbahani, Jill Carroll, Andrew Galligan,

and Kristin Myers, being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors

of the Company as of the Effective Time. In addition, pursuant to the terms of the Merger Agreement, each officer of the Company resigned

and ceased to be an officer of the Company as of the Effective Time.

Pursuant to the terms

of the Merger Agreement, at the Effective Time, the directors and officers of Purchaser as of immediately prior to the Effective Time,

which consisted of Andrew D. Dickinson, Keeley Cain Wettan, and Thomas Kennedy, became the directors and officers of the Company.

Item 5.03. Amendments to Articles

of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth

in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant

to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended

and restated in their entirety. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are attached

as Exhibit 3.1 and Exhibit 3.2, respectively, to

this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

2.1+

Agreement and Plan of Merger, dated as of February 22, 2026, by and among the Company, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-41259) filed by the Company on February 23, 2026).

3.1*

Fifth Amended and Restated Certificate of Incorporation of Arcellx, Inc.

3.2*

Third Amended and Restated Bylaws of Arcellx, Inc.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

+Schedules, exhibits and annexes to this exhibit have been omitted

pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules, exhibits

and annexes upon request by the SEC.

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

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

ARCELLX,

INC.

Date:

April

28, 2026

By:

/s/

Rami Elghandour

Rami

Elghandour

Chief Executive Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2612746d7_ex3-1.htm · Sequence: 2

Exhibit 3.1

FIFTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ARCELLX, INC.

FIRST: The name of the corporation

is Arcellx, Inc. (hereinafter, the “Corporation”).

SECOND: The

address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County,

Delaware 19808, and the name of its registered agent at such address is Corporation Service Company.

THIRD: The

purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation

Law of the State of Delaware (the “DGCL”).

FOURTH: The

total number of shares of stock which the Corporation shall have authority to issue is 100 shares of common stock, par value $0.001 per

share.

FIFTH: The

business and affairs of the Corporation shall be managed by or under the direction of the board of directors, and the directors need not

be elected by ballot unless required by the bylaws of the Corporation.

SIXTH: In

furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized

to make, amend or repeal the bylaws or adopt new bylaws without any action on the part of the stockholders of the Corporation; provided

that any bylaw adopted or amended by the board of directors, and any powers thereby conferred, may be amended, altered or repealed by

the stockholders of the Corporation.

SEVENTH: To the fullest extent

permitted by the DGCL as the same exists or as may hereafter be amended from time to time, a director of the Corporation shall not be

personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL

is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a

director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Subject to any provisions

in the bylaws of the Corporation related to indemnification of directors of the Corporation, the Corporation shall indemnify, to the fullest

extent permitted by applicable law, any director of the Corporation who was or is a party or is threatened to be made a party to any threatened,

pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”)

by reason of the fact that he or she is or was a director of the Corporation or is or was serving at the request of the Corporation as

a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service

with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement

actually and reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify

a person in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized

by the board of directors.

The Corporation shall have

the power to indemnify, to the extent permitted by applicable law, any officer, employee or agent of the Corporation who was or is a party

or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or

agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including

attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection

with any such Proceeding.

Neither any amendment, repeal

nor elimination of any section of this Article Seventh, nor the adoption of any provision of this certificate of incorporation or

the bylaws of the Corporation inconsistent with this section, shall eliminate or reduce the effect of this section in respect of any matter

occurring, or any Proceeding accruing or arising or that, but for this section, would accrue or arise, prior to such amendment, repeal,

elimination or adoption of an inconsistent provision.

EIGHTH: The Corporation reserves

the right to amend and repeal any provision contained in this Certificate of Incorporation in the manner from time to time as prescribed

by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2612746d7_ex3-2.htm · Sequence: 3

Exhibit 3.2

THIRD AMENDED AND RESTATED BYLAWS OF

ARCELLX, INC.

ARTICLE I

STOCKHOLDERS

Section 1.         Annual

Meeting.

An annual meeting of the stockholders,

for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come

before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors (the “Board of Directors”)

of Arcellx, Inc. (the “Corporation”) shall each year fix, which date shall be within 13 months of the last annual

meeting of stockholders or, if no such meeting has been held, the date of incorporation.

Section 2.         Special

Meetings.

Special meetings of the stockholders,

for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors or the president and shall

be held at such place, on such date, and at such time as they or he or she shall fix.

Section 3.         Notice

of Meetings.

Notice of the place, if any,

date, and time of all meetings of the stockholders, the means of remote communications, if any, by which stockholders and proxyholders

may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote

at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, shall be

given, not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote

at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided

herein or required by law (meaning, here and hereinafter, as required from time to time by the General Corporation Law of the State of

Delaware (“DGCL”) or the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”)).

When a meeting is

adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and

the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at

such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any

adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, notice of the place, if any,

date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may

be deemed to be present in person and vote at such adjourned meeting, shall be given to each stockholder in conformity herewith. If

after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors

shall fix a new record date for notice of such adjourned meeting, which record date shall not precede the date upon which the

resolution fixing the record date is adopted by the Board of Directors and, except as otherwise required by law, shall not be more

than 60 nor less than 10 days before the date of such adjourned meeting, and shall give notice of the adjourned meeting to each

stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4.         Quorum.

At any meeting of the stockholders,

the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute

a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate

vote by a class or classes or series is required, a majority of the shares of such class or classes or series present in person or represented

by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter. A quorum once established, shall

not be broken by the subsequent withdrawal of enough votes to leave less than a quorum.

If a quorum shall fail to

attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present,

in person or by proxy, may adjourn the meeting to another place, if any, date, or time. At any such adjourned meeting at which there is

a quorum, any business may be transacted that might have been transacted at the meeting originally called.

Section 5.         Organization.

Such person as the Board of

Directors may have designated or, in the absence of such a person, the President of the Corporation or, in his or her absence, such person

as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order

any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary

of the meeting shall be such person as the chairman of the meeting appoints.

Section 6.         Conduct

of Business.

The chairman of any meeting

of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting

and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter

upon which the stockholders will vote at the meeting shall be announced at the meeting.

Section 7.         Proxies

and Voting.

At any meeting of the

stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a

transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, email or other reliable

reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original

writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such

copy, email or other reproduction shall be a complete reproduction of the entire original writing or transmission.

2

The Corporation may, and to

the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and

make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act.

If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required

by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her

duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of

his or her ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

All elections shall be determined

by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the

votes cast affirmatively or negatively.

Section 8.         Stock

List.

The officer who has charge

of the stock ledger of the Corporation shall, at least 10 days before every meeting of stockholders, prepare and make a complete list

of stockholders entitled to vote at any meeting of stockholders, provided, however, if the record date for determining the stockholders

entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the 10th

day before the meeting date, arranged in alphabetical order and showing the address of each such stockholder and the number of shares

registered in his or her name. Such list shall be open to the examination of any stockholder for a period of at least 10 days prior to

the meeting in the manner provided by law.

This list shall presumptively

determine (a) the identity of the stockholders entitled to examine such stock list and to vote at the meeting and (b) the number

of shares held by each of them.

Section 9.         Consent

of Stockholders in Lieu of Meeting.

Any action required to be

taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting

of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents 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 and shall

be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent

of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s

registered office shall be made by hand or by certified or registered mail, return receipt requested.

3

Every written consent

shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the

corporate action referred to therein unless, within 60 days of the earliest dated consent delivered to the Corporation, a written

consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner

prescribed in the first paragraph of this Section. An email or other electronic transmission consenting to an action to be taken and

transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, in each

case, in accordance with Section 211(e) of the DGCL, shall be deemed to be written, signed and dated for the purposes of

this Section to the extent permitted by law. Any such consent shall be delivered in accordance with

Section 228(d)(1) of the DGCL.

Any copy, email or other reliable

reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the

original writing could be used, provided that such copy, email or other reproduction shall be a complete reproduction of the entire original

writing.

ARTICLE II

BOARD OF DIRECTORS

Section 1.         General

Powers.

The business and affairs of

the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and

procedures, not inconsistent with the Certificate of Incorporation, these Bylaws, or applicable law, as it may deem proper for the conduct

of its meetings and the management of the Corporation.

Section 2.         Number

and Term of Office.

The number of directors who

shall constitute the whole Board of Directors shall be such number as the Board of Directors shall from time to time have designated,

provided that the size of the initial Board of Directors shall be equal to the number of directors elected by the Incorporator of the

Corporation. Each director shall be elected for a term of the earlier of one year and until his or her successor is elected and qualified,

except as otherwise provided herein or required by law.

Whenever the authorized number

of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power

to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized

number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of

such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

Section 3.         Vacancies.

If the office of any director

becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office,

although less than a quorum, may elect a successor for the unexpired term and until his or her successor is elected and qualified.

4

Section 4.         Regular

Meetings.

Regular meetings of the Board

of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by

the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 5.         Special

Meetings.

Special meetings of the Board

of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the President and

shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each

such special meeting shall be given to each director by whom it is not waived by mailing written notice not less than five days before

the meeting or by email or other electronic transmission of the same not less than 24 hours before the meeting. Unless otherwise indicated

in the notice thereof, any and all business may be transacted at a special meeting.

Section 6.         Quorum.

At any meeting of the Board

of Directors, a majority of the total number of the whole Board of Directors shall constitute a quorum for all purposes. If a quorum shall

fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice

or waiver thereof.

Section 7.         Participation

in Meetings By Conference Telephone.

Members of the Board of Directors,

or of any committee thereof, may participate in a meeting of such Board of Directors or committee by means of conference telephone or

other communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall

constitute presence in person at such meeting.

Section 8.         Conduct

of Business.

At any meeting of the Board

of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to time determine, and all

matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law.

Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission,

and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors.

Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained

in electronic form.

Section 9.         Compensation

of Directors.

Directors, as such, may receive,

pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without

limitation, their services as members of committees of the Board of Directors.

5

Section 10.       Action

Without Meeting.

Unless otherwise restricted

by the Certificate of Incorporation or these Bylaws, 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 all directors or members of such committee, as the case may be, consent

thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings

of the Board of Directors or committee in accordance with applicable law.

Section 11.       Resignation.

Any director may resign at

any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of

receipt of such notice by the Corporation or at such later time as is therein specified. A verbal resignation shall not be deemed effective

until confirmed by the director in writing or by electronic transmission to the Corporation.

Section 12.       Removal.

Except as prohibited by applicable

law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office

at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

ARTICLE III

COMMITTEES

Section 1.         Committees

of the Board of Directors.

The Board of Directors may

from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers,

to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director

or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent

or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and any alternate

member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or

not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting

in the place of the absent or disqualified member.

Section 2.         Conduct

of Business.

Each committee may determine

the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided

herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute

a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters

shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof

consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are

filed with the minutes of the proceedings of such committee. Such filing shall be in paper form if the minutes are maintained in paper

form and shall be in electronic form if the minutes are maintained in electronic form.

6

ARTICLE IV

OFFICERS

Section 1.         Generally.

The officers of the Corporation

shall be elected annually by the Board of Directors and shall include a president, a treasurer, one or more vice presidents, and a secretary.

The Board of Directors, in its discretion, may also elect one or more vice presidents, assistant treasurers, assistant secretaries, and

other officers. Any two or more offices may be held by the same person. Each officer shall hold office until his or her successor is elected

and qualified or until his or her earlier resignation or removal.

Section 2.         President.

The president shall have general

supervision over the business of the Corporation and other duties incident to the office of president, and any other duties as may be

from time to time assigned to the president by the Board of Directors and subject to the control of the Board of Directors in each case.

He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and

shall have general supervision and direction of all of the other officers, employees and agents of the Corporation.

Section 3.         Vice

President.

Each vice president shall

have such powers and duties as may be delegated to him or her by the Board of Directors or the president. One vice president shall be

designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s

absence or disability.

Section 4.         Treasurer.

The Treasurer shall have the

responsibility for maintaining the financial records of the Corporation. He or she shall make such disbursements of the funds of the Corporation

as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation.

The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe.

Section 5.         Secretary.

The Secretary shall issue

all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He or she shall have

charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe.

Section 6.         Delegation

of Authority.

In case any officer is absent,

or for any other reason that the Board of Directors may deem sufficient, the president or the Board of Directors may delegate for the

time being the powers or duties of such officer to any other officer or to any director.

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Section 7.         Removal.

Any officer of the Corporation

may be removed at any time, with or without cause, by the Board of Directors.

Section 8.         Action

with Respect to Securities of Other Entities.

Unless otherwise directed

by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise

act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders (or comparable holders of equity interests) of

or with respect to any action of stockholders (or comparable holders of equity interests) of any other corporation or other entity in

which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess

by reason of its ownership of securities in such other corporation or other entity.

ARTICLE V

STOCK

Section 1.         Certificates

of Stock.

Shares of stock of the Corporation

may, but need not be, represented by certificates. Each holder of stock represented by certificates shall be entitled to a certificate

signed by, or in the name of the Corporation by, any two authorized officers of the Corporation, including the President or a Vice President,

and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him

or her.

Section 2.         Transfers

of Stock.

Transfers of stock shall be

made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer

shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these

Bylaws, an outstanding certificate, if one has been issued, for the number of shares involved shall be surrendered for cancellation before

a new certificate, if any, is issued therefor.

Section 3.         Record

Date.

In order that the

Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board

of Directors may, except as otherwise required by law, 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 shall not be more than 60 nor less

than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for

determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such

record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record

date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and 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. 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 determination of stockholders entitled to vote at the adjourned

meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same

or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of

this Section 3 at the adjourned meeting.

8

In order that the Corporation

may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders

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, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date

for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts

the resolution relating thereto.

In order that the Corporation

may determine the stockholders entitled to consent to corporate action without a meeting, (including electronic transmission as permitted

by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date

is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution

fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors

is required by the DGCL, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken

is delivered to the Corporation in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by

the Board of Directors and prior action by the Board of Directors is required by the DGCL with respect to the proposed action by consent

of the stockholders without a meeting, the record date for determining stockholders entitled to consent to corporate action without a

meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 4.         Lost,

Stolen or Destroyed Certificates.

In the event of the loss,

theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors

may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5.         Regulations.

The issue, transfer, conversion

and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI

NOTICES

Section 1.         Notices.

If mailed, notice to stockholders

shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as

it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders,

any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.

9

Section 2.         Waivers.

A written waiver of any notice,

signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the

event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business

nor the purpose of any meeting need be specified in such a waiver.

ARTICLE VII

MISCELLANEOUS

Section 1.         Books

and Records.

Any records administered by

or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books,

may be maintained on any information storage device, method, or one or more electronic networks or databases (including one or more distributed

electronic networks or databases); provided that the records so kept can be converted into clearly legible paper form within a reasonable

time, and, with respect to the stock ledger, the records so kept comply with Section 224 of the DGCL. The Corporation shall so convert

any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

Section 2.         Corporate

Seal.

The Board of Directors may

provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed

by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary

or Assistant Treasurer.

Section 3.         Reliance

upon Books, Reports and Records.

Each director, each

member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his

or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon

such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of

the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably

believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or

on behalf of the Corporation.

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Section 4.         Fiscal

Year.

The fiscal year of the Corporation

shall begin on January 1 and end on December 31 of each year.

Section 5.         Checks,

Notes, Drafts, Etc.

All checks, notes, drafts,

or other orders for the payment of money of the Corporation shall be signed, endorsed, or accepted in the name of the Corporation by such

officer, officers, person, or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized

by the Board of Directors to make such designation.

Section 6.         Dividends.

Subject to applicable law

and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors

at any regular or special meeting of the Board of Directors. Dividends may be paid in cash, in property, or in shares of the Corporation’s

capital stock, unless otherwise provided by applicable law or the Certificate of Incorporation.

Section 7.         Time

Periods.

In applying any provision

of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done

during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be

excluded, and the day of the event shall be included.

Section 8.         Conflict

with Applicable Law or Certificate of Incorporation.

These Bylaws are adopted subject

to any applicable law and the Certificate of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Certificate

of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

ARTICLE VIII

INDEMNIFICATION

Section 1.         Indemnification

of Directors and Officers in Third Party Proceedings.

Subject to the other provisions

of this Article VIII, the Corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect,

any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,

whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right

of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director

or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts

paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith

and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to

any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any

Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create

a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed

to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that

such person’s conduct was unlawful.

11

Section 2.         Indemnification

of Directors and Officers in Actions by or in the Right of the Corporation.

Subject to the other provisions

of this Article VIII, the Corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect,

any person who was or is a party or is threatened to be made a party to any threatened, pending or completed Proceeding by or in the right

of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation,

or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent

of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually

and reasonably incurred by such person in connection with the defense or settlement of such Proceeding if such person acted in good faith

and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification

shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation

unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application

that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled

to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3.         Successful

Defense.

To the extent that a present

or former director or officer (for purposes of this Article VIII, Section 3 only, as such term is defined in Section 145(c)(1) of

the DGCL) of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in

Article VIII, Section 1 or Section 2, or in defense of any claim, issue or matter therein, such person shall be indemnified

against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. The Corporation

may indemnify any other person who is not a present or former director or officer of the Corporation against expenses (including attorneys’

fees) actually and reasonably incurred by such person to the extent he or she has been successful on the merits or otherwise in defense

of any suit or proceeding described in Article VIII, Section 1 or Section 2, or in defense of any claim, issue or matter

therein.

Section 4.         Indemnification

of Others.

Subject to the other provisions

of this Article VIII, the Corporation shall have power to indemnify its employees and agents, or any other persons, to the extent

not prohibited by the DGCL or other applicable law. The Board of Directors shall have the power to delegate to any person or persons identified

in subsections (1) through (4) of Section 145(d) of the DGCL the determination of whether employees or agents shall

be indemnified.

12

Section 5.         Advanced

Payment of Expenses.

Expenses (including attorneys’

fees) actually and reasonably incurred by an officer or director of the Corporation in defending any Proceeding shall be paid by the Corporation

in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably

evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined

that the person is not entitled to be indemnified under this Article VIII or the DGCL. Such expenses (including attorneys’

fees) actually and reasonably incurred by former directors and officers or other employees and agents of the Corporation or by persons

serving at the request of the Corporation as directors, officers, employees or agents of another corporation, partnership, joint venture,

trust or other enterprise may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate. The right to advancement

of expenses shall not apply to any Proceeding (or any part of any Proceeding) for which indemnity is excluded pursuant to these Bylaws,

but shall apply to any Proceeding (or any part of any Proceeding) referenced in Article VIII, Section 6(b) or 6(c) prior

to a determination that the person is not entitled to be indemnified by the Corporation.

Notwithstanding the foregoing,

unless otherwise determined pursuant to Article VIII, Section 8, no advance shall be made by the Corporation to an officer of

the Corporation (except by reason of the fact that such officer is or was a director of the Corporation, in which event this paragraph

shall not apply) in any Proceeding if a determination is reasonably and promptly made (a) by a vote of the directors who are not

parties to such Proceeding, even though less than a quorum, or (b) by a committee of such directors designated by the vote of the

majority of such directors, even though less than a quorum, or (c) if there are no such directors, or if such directors so direct,

by independent legal counsel in a written opinion, that facts known to the decision-making party at the time such determination is made

demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not

opposed to the best interests of the Corporation.

Section 6.         Limitation

of Indemnification.

Subject to the requirements

in Article VIII, Section 3 and the DGCL, the Corporation shall not be obligated to indemnify any person pursuant to this Article VIII

in connection with any Proceeding (or any part of any Proceeding):

(a) for which payment has

actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except

with respect to any excess beyond the amount paid;

(b)  for an accounting

or disgorgement of profits pursuant to Section 16(b) of the 1934 Act, or similar provisions of federal, state or local statutory

law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

(c)  for any reimbursement

of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such

person from the sale of securities of the Corporation, as required in each case under the 1934 Act (including any such reimbursements

that arise from an accounting restatement of the Corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley

Act”), or the payment to the Corporation of profits arising from the purchase and sale by such person of securities in violation

of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

13

(d)  initiated by such

person, including any Proceeding (or any part of any Proceeding) initiated by such person against the Corporation or its directors, officers,

employees, agents or other indemnitees, unless (i) the Board of Directors authorized the Proceeding (or the relevant part of the

Proceeding) prior to its initiation, (ii) the Corporation provides the indemnification, in its sole discretion, pursuant to the powers

vested in the Corporation under applicable law, (iii) otherwise required to be made under Article VIII, Section 7 or (iv) otherwise

required by applicable law; or

(e)  if prohibited by applicable

law.

Section 7.         Determination;

Claim.

If a claim for indemnification

or advancement of expenses under this Article VIII is not paid in full within 90 days after receipt by the Corporation of the written

request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to

such indemnification or advancement of expenses. The Corporation shall indemnify such person against any and all expenses that are actually

and reasonably incurred by such person in connection with any action for indemnification or advancement of expenses from the Corporation

under this Article VIII, to the extent such person is successful in such action, and to the extent not prohibited by law. In any

such suit, the Corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled

to the requested indemnification or advancement of expenses.

Section 8.         Non-Exclusivity

of Rights.

The indemnification and advancement

of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those

seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation or any statute, bylaw, agreement,

vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action

in another capacity while holding such office. The Corporation is specifically authorized to enter into individual contracts with any

or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not

prohibited by the DGCL or other applicable law.

Section 9.         Insurance.

The Corporation may purchase

and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving

at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust

or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out

of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability

under the provisions of the DGCL.

Section 10.       Survival.

The rights to indemnification

and advancement of expenses conferred by this Article VIII shall continue as to a person who has ceased to be a director, officer,

employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

14

Section 11.       Effect

of Repeal or Modification.

A right to indemnification

or to advancement of expenses arising under a provision of the Certificate of Incorporation or a bylaw shall not be eliminated or impaired

by an amendment to or repeal or elimination of the Certificate of Incorporation or these Bylaws after the occurrence of the act or omission

that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement

of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment

after such action or omission has occurred.

Section 12.       Certain

Definitions.

For purposes of this Article VIII,

references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including

any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had

power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee

or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer,

employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under

the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect

to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “other

enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on

a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include

any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director,

officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good

faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit

plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this

Article VIII.

ARTICLE IX

AMENDMENTS

These Bylaws may be adopted,

amended or repealed by the Board of Directors at any meeting or by the stockholders at any meeting. In the case of any such amendment

or repeal of Article VIII or any section thereof, the amendment or repeal shall be subject to Article VIII, Section 10.

15

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Apr. 28, 2026

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Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

na

Period Type:

duration

X

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration