Form 8-K
8-K — Vogenx, Inc.
Accession: 0001185185-26-003505
Filed: 2026-08-13
Period: 2026-08-13
CIK: 0001903784
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — vogenx8k081126.htm (Primary)
EX-3.1 — EXHIBIT 3.1 (vogenxex3-1.htm)
EX-3.2 — EXHIBIT 3.2 (vogenxex3-2.htm)
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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): August 13, 2026
VOGENX, INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-43441
86-3697324
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
PO
Box 19469
Raleigh,
North Carolina
27619
(Address of principal executive offices)
(Zip Code)
(919) 659-5677
(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:
☐ 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:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common Stock, $0.0001 par value per share
VOGX
Nasdaq Capital Market
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. ☐
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
As
previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-297487) (the “Registration Statement”)
of Vogenx, Inc. (the “Company”) and in connection with the consummation of the initial public offering of the Company’s
common stock (the “IPO”), the Company filed a second amended and restated certificate of incorporation (the “Amended
and Restated Charter”) with the Secretary of State of the State of Delaware. The Company’s board of directors (the “Board”)
and the Company’s stockholders previously approved the Amended and Restated Charter to be filed in connection with, and to be effective
immediately prior to, the consummation of the IPO. The Amended and Restated Charter amends and restates the Company’s existing
amended and restated certificate of incorporation, as amended, in its entirety to, among other things, (i) authorize 500,000,000 shares
of common stock, par value $0.0001 per share; (ii) eliminate all references to the previously existing series of preferred stock; and
(iii) authorize 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share, that may be issued from time to time
by the Board in one or more series.
The
foregoing description of the Amended and Restated Charter is qualified by reference to the Amended and Restated Charter, a copy of which
is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
In
addition, as previously disclosed in the Registration Statement and in connection with the consummation of the IPO, the amended and restated
bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board and the Company’s stockholders
to become effective immediately upon effectiveness of the Registration Statement, became effective. The Amended and Restated Bylaws amend
and restate the Company’s bylaws in their entirety to, among other things, (i) establish procedures for the Company’s stockholders
to take formal actions at meetings of stockholders; (ii) establish an advance notice procedure for stockholder proposals to be brought
before an annual meeting of our stockholders, including proposed nominations of persons for election to the Board; (iii) establish procedures
relating to the nomination of directors; and (iv) conform to the amended provisions of the Amended and Restated Charter.
The
foregoing description of the Amended and Restated Bylaws is qualified by reference to the Amended and Restated Bylaws, a copy of which
is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1
Second Amended and Restated Certificate of Incorporation of Vogenx, Inc.
3.2
Amended and Restated Bylaws of Vogenx, Inc.
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document)
SIGNATURE
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.
Vogenx, Inc.
Date: August 13, 2026
By:
/s/ James Green
Name:
James Green
Title:
Chief Executive Officer
EX-3.1 — EXHIBIT 3.1
EX-3.1
Filename: vogenxex3-1.htm · Sequence: 2
Exhibit
3.1
SECOND
AMENDED AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
VOGENX,
INC.
Vogenx,
Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies
as follows:
1. The
name of the Corporation is Vogenx, Inc. The date of the filing of the original certificate of incorporation of the Corporation with the
Secretary of State of the State of Delaware was February 5, 2021 (the “Original Certificate”). The name under which the Corporation
filed the Original Certificate was Vogenx, Inc.
2. This
Second Amended and Restated Certificate of Incorporation (this “Certificate”) amends, integrates and restates the provisions
of the amended and restated certificate of incorporation that was filed with the Secretary of State of the State of Delaware on December
15, 2021, as amended on December 21, 2021 and July 28, 2026 (the “Amended and Restated Certificate”), and was duly adopted
in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”)
and has been duly approved by the written consent of the stockholders of this corporation in accordance with Section 228 of the
DGCL.
3. This
Certificate shall become effective immediately upon the acceptance of this Certificate for filing by the Secretary of State of the State
of Delaware.
4. Pursuant
to Sections 242 and 245 of the DGCL, the text of the Amended and Restated Certificate is hereby amended, integrated and restated to read
in its entirety as follows:
ARTICLE
I
The
name of the Corporation is Vogenx, Inc.
ARTICLE
II
The
address of the Corporation’s registered office in the State of Delaware is 108 West 13th Street, in the City of Wilmington, County
of New Castle, 19801. The name of its registered agent at such address is Business Filings Incorporated.
1
ARTICLE
III
The
purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
ARTICLE
IV
The
total number of shares of capital stock which the Corporation shall have authority to issue is five hundred ten million (510,000,000),
of which (i) five hundred million (500,000,000) shares shall be a class designated as common stock, par value $0.0001 per share (the
“Common Stock”), and (ii) ten million (10,000,000) shares shall be a class designated as undesignated preferred stock, par
value $0.0001 per share (the “Preferred Stock”).
Except
as otherwise provided in any certificate of designation of any series of Preferred Stock, the number of authorized shares of the class
of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares of such class then outstanding)
by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation entitled
to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of any of the Common Stock
or the Preferred Stock voting separately as a class shall be required therefor. For the avoidance of doubt, the elimination and reduction
of the voting requirements of Section 242 of the DGCL, as permitted by Section 242(d) of the DGCL, shall apply to any amendments to the
Certificate.
The
powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be
determined in accordance with, or as set forth below in, this Article IV.
A.
COMMON STOCK
Subject
to all the rights, powers and preferences of the Preferred Stock and except as provided by law or in this Certificate (including any
certificate of designation of any series of Preferred Stock):
(a)
the holders of the Common Stock shall have the exclusive right to vote for the election of directors of the Corporation (the “Directors”)
and on all other matters requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each matter
properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise
required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (including any
amendment to a certificate of designation of any series of Preferred Stock) that alters or changes the powers, preferences, rights or
other terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled
to vote, either separately or together with the holders of one or more other such series, on such amendment pursuant to this Certificate
(including any certificate of designation of any series of Preferred Stock) or pursuant to the DGCL;
(b)
dividends may be declared and paid or set apart for payment upon the shares of Common Stock out of any assets or funds of the Corporation
legally available for the payment of
2
dividends, but only when, as and if declared by the Board of Directors of the Corporation (the “Board”)
or any authorized committee thereof; and
(c)
upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall
be distributed pro rata to the holders of the Common Stock.
B.
PREFERRED STOCK
The
Board of Directors or any authorized committee thereof is expressly authorized to provide by resolution or resolutions for, out of the
unissued shares of Preferred Stock, the issuance of the shares of Preferred Stock in one or more series of such stock, and by filing
a certificate of designation pursuant to applicable law of the State of Delaware, to establish or change from time to time the number
of shares of each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences
and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and
restrictions thereof, all to the fullest extent now or hereafter permitted by the DGCL. The powers, preferences and relative, participating,
optional and other special rights of each such series of Preferred Stock, and the qualifications, limitations or restrictions thereof,
if any, may differ from those of any and all other series at any time outstanding. Without limiting the generality of the foregoing,
the resolution or resolutions providing for the issuance of any series of Preferred Stock may provide that such series shall be superior
or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law.
ARTICLE
V
1. Action
without Meeting. Subject to the rights, if any, of the holders of shares of any series of Preferred Stock, any action required or
permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders of the Corporation must
be effected at a duly called annual or special meeting of stockholders and may not be taken or effected by a consent of stockholders
in lieu thereof.
2. Special
Meetings. Except as otherwise required by statute and subject to the rights, if any, of the holders of shares of any series of Preferred
Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors, and special meetings of
stockholders may not be called by any other person or persons. Only those matters set forth in the notice of the special meeting may
be considered or acted upon at a special meeting of stockholders of the Corporation.
ARTICLE
VI
1. General.
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise
provided herein or required by law.
2. Number
of Directors; Term of Office. Except as otherwise provided for or fixed pursuant to the provisions of Article IV of this Certificate
(including any certificate of designation with respect to any series of Preferred Stock) and this Article VI relating to the rights of
the holders of any series of Preferred Stock to elect additional Directors, the number of Directors shall be fixed
3
solely and exclusively
by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders
of any series of Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes.
The Board of Directors is authorized to assign members of the Board of Directors already in office to such classes at the time the classification
of the Board of Directors becomes effective (the “Filing Date”). The term of office of the initial Class I Directors shall
expire at the first regularly-scheduled annual meeting of stockholders following the Filing Date. The term of office of the initial Class
II Directors shall expire at the second annual meeting of stockholders following the Filing Date. The term of office of the initial Class
III Directors shall expire at the third annual meeting of stockholders following the Filing Date. At each annual meeting of stockholders,
Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office
until their successors are duly elected and qualified or until their earlier resignation, death, disqualification or removal. No decrease
in the number of Directors shall shorten the term of any incumbent Director. There shall be no cumulative voting in the election of Directors.
Election of Directors need not be by written ballot unless the bylaws of the Corporation (as amended from time to time, the “Bylaws”)
of the Corporation so provide.
Notwithstanding
the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Preferred
Stock shall have the right, voting separately as a series or together with holders of other such series, to elect additional Directors,
the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate,
including any certificate of designation applicable to such series of Preferred Stock. During any period when the holders of any series
of Preferred Stock, voting separately as a series or together with one or more series, have the right to elect additional Directors,
then upon commencement and for the duration of the period during which such right continues (i) the then otherwise total authorized number
of Directors shall automatically be increased by such specified number of Directors, and the holders of such Preferred Stock shall be
entitled to elect the additional Directors so provided for or fixed pursuant to said provisions, and (ii) each such additional Director
shall serve until such Director’s successor shall have been duly elected and qualified, or until such Director’s right to
hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to such Director’s earlier death, resignation,
retirement, disqualification or removal. Notwithstanding any other provision of this Certificate, except as otherwise provided by the
Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right
to elect additional Directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional
Directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification
or removal of such additional Directors, shall forthwith terminate (in which case each such Director shall thereupon cease to be qualified
as, and shall cease to be, a Director) and the total authorized number of Directors shall automatically be reduced accordingly.
3. Vacancies
and Newly Created Directorships. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect Directors
and to fill vacancies in the Board of Directors relating thereto, any and all vacancies and newly created directorships in the Board
of Directors, however occurring, including, without limitation, by reason of an increase in the size of the Board
4
of Directors, or the
death, resignation, disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority
of the remaining Directors then in office, even if less than a quorum of the Board of Directors, or by a sole remaining Director, and
not by the stockholders. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the
full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s
successor shall have been duly elected and qualified or until such Director’s earlier resignation, disqualification, death or removal.
Subject to the rights, if any, of the holders of any series of Preferred Stock to elect Directors, when the number of Directors is increased
or decreased, the Board of Directors shall, subject to this Article VI.3, determine the class or classes to which the increased or decreased
number of Directors shall be apportioned. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise
provided by law, shall exercise the powers of the full Board of Directors until the vacancy is filled.
4. Removal.
Subject to the rights, if any, of any series of Preferred Stock to elect Directors and to remove any Director whom the holders of any
such series have the right to elect, any Director may be removed from office (i) only for cause and (ii) only by the affirmative vote
of the holders not less than two-thirds (2/3) of the voting power of the outstanding shares of capital stock then entitled to vote at
an election of Directors.
ARTICLE
VII
1. Directors.
To the fullest extent permitted by the DGCL, as the same exists or 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 such Director’s fiduciary
duty as a Director, except for liability (a) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders,
(b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section
174 of the DGCL or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after
the effective date of this Certificate 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.
2. Officers.
To the fullest extent permitted by the DGCL, as the same exists or may thereafter be amended from time to time, an Officer (as defined
below) of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of such
Officer’s fiduciary duty as an officer of the Corporation, except for liability (a) for any breach of the Officer’s duty
of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (c) for any transaction from which the Officer derived an improper personal benefit, or (d) arising from
any claim brought by or in the right of the Corporation. If the DGCL is amended after the effective date of this Certificate to authorize
corporate action further eliminating or limiting the personal liability of Officers, then the liability of an Officer of the Corporation
shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. For purposes of this Article VII, “Officer”
shall mean an individual who has been duly appointed as an officer of the Corporation and who, at the time of an act or omission as to
which liability is asserted, is deemed to have
5
consented to service by the delivery of process to the registered agent of the Corporation
as contemplated by 10 Del. C. § 3114(b).
3. Amendment
or Modification. Any amendment, repeal or modification of this Article VII or any amendment to the DGCL shall not adversely affect
any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring
before such amendment, repeal or modification of a person serving as a Director or Officer, as applicable, at the time of such amendment,
repeal or modification.
ARTICLE
VIII
1. Amendment
by Directors. Except as otherwise provided by law, the Bylaws of the Corporation may be adopted, amended or repealed by the Board
of Directors.
2. Amendment
by Stockholders. Except as otherwise provided therein, the Bylaws of the Corporation may be amended or repealed by the stockholders
by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the outstanding shares of capital stock entitled
to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends
that stockholders approve such amendment or repeal, such amendment or repeal shall only require the affirmative vote of the holders of
a majority of the voting power of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together
as a single class.
ARTICLE
IX
1. Notice.
Any person or entity holding, owning, or otherwise acquiring any interest in any security of the Corporation shall be deemed to have
notice of and consented to the provisions of this Certificate.
2. Amendment.
The Corporation reserves the right to amend or repeal this Certificate in the manner now or hereafter prescribed by statute and this
Certificate, and all rights conferred upon stockholders herein are granted subject to this reservation. For the avoidance of doubt, the
provisions of Sections 242(d)(1) and (d)(2) of the DGCL shall apply to the Corporation.
3. Approval.
Notwithstanding any other provisions of this Certificate or any provision of applicable law that might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation
required by applicable law or by this Certificate or any certificate of designation filed with respect to a series of Preferred Stock,
the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the outstanding shares of capital stock of the
Corporation entitled to vote thereon, voting together as a single class, shall be required to alter, amend or repeal, or adopt any provision
inconsistent with, Articles VI, VII and VIII of this Certificate and this Article IX.
*
* *
6
THIS
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of this 13th day of August, 2026.
VOGENX,
INC.
By:
/s/
James Green
Name:
James
Green
Title:
President
and Chief Executive Officer
7
EX-3.2 — EXHIBIT 3.2
EX-3.2
Filename: vogenxex3-2.htm · Sequence: 3
Exhibit
3.2
AMENDED
AND RESTATED
BYLAWS
OF
VOGENX,
INC.
(the
“Corporation”)
ARTICLE
I
Stockholders
SECTION
1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual
Meeting”) shall be held at the hour, date and place within or without the United States that is fixed by or in the manner determined
by the Board of Directors and stated in the notice of the meeting, which time, date and place may subsequently be changed at any time,
before or after the notice for such meeting has been sent to the stockholders, by vote of the Board of Directors. The Board of Directors
may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely
by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”).
In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal
executive office. If no Annual Meeting has been held for a period of thirteen (13) months after the Corporation’s last Annual Meeting,
a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of these Bylaws or otherwise, all
the force and effect of an Annual Meeting. Any and all references hereafter in these Bylaws to an Annual Meeting or Annual Meetings also
shall be deemed to refer to any special meeting(s) in lieu thereof.
SECTION
2. Notice of Stockholder Business and Nominations.
(a)
Annual Meetings of Stockholders.
(1)
Nominations of persons for election to the Board of Directors of the Corporation (the “Board of Directors”) and the proposal
of other business to be considered by the stockholders may be brought before an Annual Meeting:
(i)
by or at the direction of the Board of Directors; or
(ii)
by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice of the Annual Meeting provided
for in this Bylaw, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with
the notice procedures set forth in this Bylaw as to such nomination or business.
For
the avoidance of doubt, the foregoing clause (ii) shall be the exclusive means for a stockholder to bring nominations or business properly
before an Annual Meeting (other than matters properly brought under Rule 14a-8 (or any successor rule) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), and such stockholder must comply with the notice and other procedures set
forth in Article I, Section 2(a)(2), (3) and (4) of this Bylaw to bring such nominations or business properly before an Annual Meeting.
In addition to the other requirements set forth in this Bylaw, for any proposal of business to be considered at an Annual Meeting, it
must be a proper subject for action by stockholders of the Corporation under Delaware law.
(2)
For nominations or other business to be properly brought before an Annual Meeting by a stockholder pursuant to clause (ii) of Article
I, Section 2(a)(1) of this Bylaw, the stockholder must:
(i)
have given Timely Notice (as defined below) thereof in writing to the Secretary of the Corporation;
(ii)
have provided any updates or supplements to such notice at the times and in the forms required by this Bylaw; and
(iii)
together with the beneficial owner(s), if any, on whose behalf the nomination or business proposal is made, have acted in accordance
with the representations set forth in the Solicitation Statement (as defined below) required by this Bylaw.
To
be timely, a stockholder’s written notice must be received by the Secretary at the principal executive offices of the Corporation
not later than 5:00 p.m. Eastern Time on the ninetieth (90th) day nor earlier than 5:00 p.m. Eastern Time on the one hundred twentieth
(120th) day prior to the one-year anniversary of the preceding year’s Annual Meeting; provided, however, that in the event the
Annual Meeting is first convened more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no
Annual Meeting was held in the preceding year, notice by the stockholder to be timely must be received by the Secretary of the Corporation
not later than 5:00 p.m. Eastern Time on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or
the tenth (10th) day following the day on which public announcement of the date of such meeting is first made (such notice within such
time periods shall be referred to as “Timely Notice”).
Notwithstanding
anything to the contrary provided herein, for the first Annual Meeting following the initial public offering of common stock of the Corporation,
a stockholder’s notice shall be timely if received by the Secretary at the principal executive offices of the Corporation not later
than 5:00 p.m. Eastern Time on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth
(10th) day following the day on which public announcement of the date of such Annual Meeting is first made or sent by the Corporation.
Such stockholder’s Timely Notice shall set forth or include:
(A)
as to each person whom the stockholder proposes to nominate for election or reelection as a director,
(i)
the name, age, business address and residence address of the nominee;
(ii)
the principal occupation or employment of the nominee;
(iii)
the class and number of shares of capital stock of the Corporation that are held of record or are beneficially owned by the nominee or
its Affiliates or Associates (each as defined below) and any Synthetic Equity Interest (as defined below) held or beneficially owned
by the nominee or its Affiliates or Associates;
(iv)
a description of all agreements, arrangements or understandings between or among the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder or concerning the nominee’s
potential service on the Board of Directors;
(v)
a questionnaire with respect to the background and qualifications of the nominee completed by the nominee in the form provided by the
Corporation (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name
within five (5) business days of such written request);
(vi)
a representation and agreement in the form provided by the Corporation (which form shall be provided by the Secretary upon written request
of any stockholder of record identified by name within five (5) business days of such written request) that:
2
(a)
such proposed nominee is not and will not become party to any agreement, arrangement or understanding with any person or entity as to
how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”)
that has not been disclosed to the Corporation in the questionnaire described in clause (v) herein;
(b)
such proposed nominee is not and will not become a party to any agreement, arrangement or understanding with any person or entity other
than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service
or action as a director that has not been disclosed to the Corporation in the questionnaire described in clause (v) herein;
(c)
such proposed nominee would, if elected as a director, comply with all applicable rules and regulations of the exchanges upon which shares
of the Corporation’s capital stock trade, each of the Corporation’s corporate governance, ethics, conflict of interest, confidentiality,
stock ownership and trading policies and guidelines applicable generally to the Corporation’s directors and, if elected as a director
of the Corporation, such person currently would be in compliance with any such policies and guidelines that have been publicly disclosed;
(d)
such proposed nominee intends to serve as a director for the full term for which he or she is to stand for election; and
(e)
such proposed nominee will promptly provide to the Corporation such other information as it may reasonably request to determine the eligibility
of such proposed nominee to serve on any committee or sub-committee of the Board of Directors under any applicable stock exchange listing
requirements or applicable law, or that the Board of Directors reasonably determines could be material to a reasonable stockholder’s
understanding of the background, qualifications, experience, independence, or lack thereof, of such proposed nominee; and
(vii)
any other information relating to such proposed nominee that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including,
without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as a director
if elected);
(B)
as to any other business that the stockholder proposes to bring before the meeting: a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the meeting, the text, if any, of any resolutions or Bylaw amendment
proposed for adoption, and any material interest in such business of each Proposing Person (as defined below);
(C)
the name and address of the stockholder giving the notice, as they appear on the Corporation’s books, and the names and addresses
of the other Proposing Persons (if any), and
(D)
as to each Proposing Person, the following information:
(i)
the class or series and number of all shares of capital stock of the Corporation that are, directly or indirectly, owned beneficially
or of record by such Proposing Person or any of its Affiliates or Associates, including any shares of any class or series of capital
stock of the Corporation as to which such Proposing Person or any of its Affiliates or Associates has a right to acquire beneficial ownership
at any time in the future (whether or not such right is exercisable immediately or only after the passage of time or upon the satisfaction
of any conditions or both) pursuant to any agreement, arrangement or understanding (whether or not in writing);
3
(ii)
all Synthetic Equity Interests (as defined below) in which such Proposing Person or any of its Affiliates or Associates, directly or
indirectly, holds an interest including a description of the material terms of each such Synthetic Equity Interest, including, without
limitation, identification of the counterparty to each such Synthetic Equity Interest and disclosure, for each such Synthetic Equity
Interest, as to (1) whether or not such Synthetic Equity Interest conveys any voting rights, directly or indirectly, in such shares to
such Proposing Person or any of its Affiliates or Associates and (2) whether or not such Synthetic Equity Interest is required to be,
or is capable of being, settled through delivery of such shares;
(iii)
any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the
Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person or any of its Affiliates
or Associates has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the Corporation;
(iv)
any rights to dividends or other distributions on the shares of any class or series of capital stock of the Corporation, directly or
indirectly, owned beneficially by such Proposing Person or any of its Affiliates or Associates that are separated or separable from the
underlying shares of the Corporation;
(v)
if such Proposing Person is not a natural person, the identity of the natural person or persons responsible for making voting and investment
decisions (including director nominations and any other business that the stockholder proposes to bring before a meeting) on behalf of
the Proposing Person (irrespective of whether such person or persons have “beneficial ownership” for purposes of Rule 13d-3
of the Exchange Act of any securities owned of record or beneficially by the Proposing Person) (such person or persons, the “Responsible
Person”);
(vi)
any pending or threatened litigation in which such Proposing Person or any of its Affiliates or Associates or any Responsible Person
is a party involving the Corporation or any of its officers or directors, or any Affiliate of the Corporation, and
(vii)
any other information relating to such Proposing Person or any of its Affiliates or Associates that would be required to be disclosed
in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person
in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to
be made pursuant to foregoing clause (i) through this clause (vii) are referred to, collectively, as “Material Ownership Interests”);
provided, however, that the Material Ownership Interests shall not include any such disclosures with respect to the ordinary course business
activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being
the stockholder of record directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner;
(E)
a description of all agreements, arrangements or understandings to which any Proposing Person or any of its Affiliates or Associates
is a party (whether the counterparty or counterparties are a Proposing Person or any Affiliate or Associate thereof, on the one hand,
or one or more other third parties, on the other hand, (including any proposed nominee(s)):
(i)
pertaining to the nomination(s) or other business proposed to be brought before the meeting of stockholders,
(ii)
entered into for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the
Corporation (which description shall identify the name of each other person who is party to such an agreement, arrangement or understanding),
and
4
(iii)
identification of the names and addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons to
be providing financial support or meaningful assistance in furtherance of the nomination(s) or other business proposed to be brought
before the meeting of stockholders and, to the extent known, the class and number of all shares of the Corporation’s capital stock
owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and
(F)
a statement:
(i)
that the stockholder is a holder of record of capital stock of the Corporation entitled to vote at such meeting, a representation that
such stockholder intends to appear in person or by proxy at the meeting to propose such business or nominees and an acknowledgement that,
if such stockholder (or a qualified representative of such stockholder) does not appear to present such business or proposed nominees,
as applicable, at such meeting, the Corporation need not present such business or proposed nominees for a vote at such meeting, notwithstanding
that proxies in respect of such vote may have been received by the Corporation;
(ii)
whether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, (a) will deliver a proxy statement and
form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all of the shares of capital
stock of the Corporation required under applicable law to approve the proposal or, in the case of a nomination or nominations, at least
67 percent of the voting power of all of the shares of capital stock of the Corporation entitled to vote on the election of directors
or (b) otherwise solicit proxies or votes from stockholders in support of such proposal or nomination, as applicable;
(iii)
providing a representation as to whether or not such Proposing Person intends to solicit proxies in support of director nominees other
than the Corporation’s director nominees in accordance with Rule 14a-19 promulgated under the Exchange Act, and
(iv)
that the stockholder will provide any other information relating to such item of business that would be required to be disclosed in a
proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to
be brought before the meeting pursuant to Section 14(a) of the Exchange Act (such statement, the “Solicitation Statement”).
For
purposes of this Article I, the term “Proposing Person” shall mean the following persons: (i) the stockholder of record providing
the notice of nominations or business proposed to be brought before a stockholders’ meeting and (ii) the beneficial owner(s), if
different, on whose behalf the nominations or business proposed to be brought before a stockholders’ meeting is made. For purposes
of this Section 2, each of the terms “Affiliates” and “Associates” shall have the meaning attributed to such
term in Rule 12b-2 under the Exchange Act. For purposes of this Section 2, the term “Synthetic Equity Interest” shall mean
any transaction, agreement or arrangement (or series of transactions, agreements or arrangements), including, without limitation, any
derivative, swap, hedge, repurchase or so-called “stock borrowing” or securities lending agreement or arrangement, the purpose
or effect of which is to, directly or indirectly: (a) give a person or entity economic benefit and/or risk similar to ownership of shares
of any class or series of capital stock of the Corporation, in whole or in part, including due to the fact that such transaction, agreement
or arrangement provides, directly or indirectly, the opportunity to profit, or share in any profit, or avoid a loss from any increase
or decrease in the value of any shares of any class or series of capital stock of the Corporation, (b) mitigate loss to, reduce the economic
risk of, or manage the risk of share price changes for, any person or entity with respect to any shares of any class or series of capital
stock of the Corporation, or (c) increase or decrease the voting power of any person or entity with respect to any shares of any class
or series of capital stock of the Corporation.
5
(3)
A stockholder providing Timely Notice of nominations or business proposed to be brought before an Annual Meeting shall further update
and supplement such notice, if necessary, so that the information (including, without limitation, the Material Ownership Interests information)
provided or required to be provided in such notice pursuant to this Bylaw shall be true and correct as of the record date for the meeting
and as of the date that is ten (10) business days prior to such Annual Meeting, and such update and supplement shall be received by the
Secretary at the principal executive offices of the Corporation not later than 5:00 p.m. Eastern Time on the fifth (5th) business day
after the record date for the Annual Meeting (in the case of the update and supplement required to be made as of the record date), and
not later than 5:00 p.m. Eastern Time on the eighth (8th) business day prior to the date of the Annual Meeting (in the case of the update
and supplement required to be made as of ten (10) business days prior to the meeting). For the avoidance of doubt, the obligation to
update as set forth in this Section 2(a)(3) shall not limit the Corporation’s rights with respect to any deficiencies in any notice
provided by a stockholder, extend any applicable deadlines hereunder, or enable or be deemed to permit a stockholder who has previously
submitted notice hereunder to amend or update any proposal or nomination or to submit any new proposal, including by changing or adding
nominees, matters, business and/or resolutions proposed to be brought before a meeting of the stockholders. Notwithstanding the foregoing,
if a Proposing Person no longer plans to solicit proxies in accordance with its representation pursuant to Article I, Section 2(a)(2),
such Proposing Person shall inform the Corporation of this change by delivering a written notice to the Secretary at the principal executive
offices of the Corporation no later than two (2) business days after making the determination not to proceed with a solicitation of proxies.
A Proposing Person shall also update its notice so that the information required by Article I, Section 2(a)(2) is current through the
date of the meeting or any adjournment, postponement or rescheduling thereof, and such update shall be delivered in writing to the Secretary
at the principal executive offices of the Corporation no later than two (2) business days after the occurrence of any material change
to the information previously disclosed pursuant to Article I, Section 2(a)(2).
(4)
Notwithstanding anything in the second sentence of Article I, Section 2(a)(2) of this Bylaw to the contrary, in the event that the number
of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the Corporation at least ten (10) days before the last day
a stockholder may deliver a notice of nomination in accordance with the second sentence of Article I, Section 2(a)(2), a stockholder’s
notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such
increase, if it shall be received by the Secretary of the Corporation not later than 5:00 p.m. Eastern Time on the tenth (10th) day following
the day on which such public announcement is first made by the Corporation.
(b)
General.
(1)
Only such persons who are nominated in accordance with the provisions of this Bylaw shall be eligible for election and to serve as directors,
and only such business shall be conducted at an Annual Meeting as shall have been brought before the meeting in accordance with the provisions
of this Bylaw or in accordance with Rule 14a-8 under the Exchange Act. The Board of Directors or a designated committee thereof shall
have the power to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with
the provisions of this Bylaw. If neither the Board of Directors nor such designated committee makes a determination as to whether any
stockholder proposal or nomination was made in accordance with the provisions of this Bylaw, the chair of the meeting (as defined in
Section 9 of this Article I) shall have the power and duty to determine whether the stockholder proposal or nomination was made in accordance
with the provisions of this Bylaw. If the Board of Directors or a designated committee thereof or the chair of the meeting, as applicable,
determines that any stockholder proposal or nomination was not made in accordance with the provisions of this Bylaw, such proposal or
nomination shall be disregarded and shall not be presented for action at the Annual Meeting.
6
(2)
Except as otherwise required by law, nothing in this Article I, Section 2 shall obligate the Corporation or the Board of Directors to
include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board of Directors
information with respect to any nominee for director or any other matter of business submitted by a stockholder.
(3)
Notwithstanding the foregoing provisions of this Article I, Section 2, if the nominating or proposing stockholder (or a qualified representative
of the stockholder) does not appear at the Annual Meeting to present a nomination or any business, such nomination or business shall
be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this
Article I, Section 2, to be considered a qualified representative of the proposing stockholder, a person must be authorized by a written
instrument executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy
at the meeting of stockholders, and such person must produce such written instrument or electronic transmission, or a reliable reproduction
of the written instrument or electronic transmission, to the chair of the meeting at the meeting of stockholders.
(4)
For purposes of this Bylaw, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(5)
Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder, including, but not limited to, Rule 14a-19 of the Exchange Act, with respect to the matters
set forth in this Bylaw. If a stockholder fails to comply with any applicable requirements of the Exchange Act, including, but not limited
to, Rule 14a-19 promulgated thereunder, such stockholder’s proposed nomination or proposed business shall be deemed to have not
been made in compliance with this Bylaw and shall be disregarded.
(6)
Further notwithstanding the foregoing provisions of this Bylaw, unless otherwise required by law, (i) no Proposing Person shall solicit
proxies in support of director nominees other than the Corporation’s nominees unless such Proposing Person has complied with Rule
14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation
of notices required thereunder with timely notice and (ii) if any Proposing Person (A) provides notice pursuant to Rule 14a-19(b) promulgated
under the Exchange Act, (B) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated
under the Exchange Act, including the provision to the Corporation of notices required thereunder with timely notice and (C) no other
Proposing Person has provided notice pursuant to, and in compliance with, Rule 14a-19 under the Exchange Act that it intends to solicit
proxies in support of the election of such proposed nominee in accordance with Rule 14a-19(b) under the Exchange Act, then such proposed
nominee shall be disqualified from nomination, the Corporation shall disregard the nomination of such proposed nominee and no vote on
the election of such proposed nominee shall occur. Upon request by the Corporation, if any Proposing Person provides notice pursuant
to Rule 14a-19(b) promulgated under the Exchange Act, such Proposing Person shall deliver to the Corporation, no later than five (5)
business days prior to the applicable meeting date, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated
under the Exchange Act.
(7)
The number of nominees a stockholder may nominate for election at the Annual Meeting (or in the case of a stockholder giving the notice
on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the Annual Meeting on behalf of such
beneficial owner) shall not exceed the number of directors to be elected at such Annual Meeting. A stockholder may not designate any
substitute nominees unless the stockholder provides timely notice of such substitute nominee(s) in accordance with these Bylaws (and
such notice contains all of the information,
7
representations, questionnaires and certifications with respect to such substitute nominee(s)
that are required by the Bylaws with respect to nominees for director).
SECTION
3. Special Meetings. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of
Preferred Stock, special meetings of the stockholders of the Corporation may be called only by or at the direction of the Board of Directors.
The Board of Directors may postpone or reschedule any previously scheduled special meeting of stockholders. Only those matters set forth
in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation. Nominations
of persons for election to the Board of Directors and stockholder proposals of other business shall not be brought before a special meeting
of stockholders to be considered by the stockholders unless such special meeting is held in lieu of an annual meeting of stockholders
in accordance with Article I, Section 1 of these Bylaws, in which case such special meeting in lieu thereof shall be deemed an Annual
Meeting for purposes of these Bylaws and the provisions of Article I, Section 2 of these Bylaws shall govern such special meeting.
SECTION
4. Notice of Meetings; Adjournments.
(a)
A notice of each Annual Meeting stating the hour, date and place, if any, of such Annual Meeting, the means of remote communication,
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 ten (10) days nor more than sixty (60) days before the Annual Meeting,
to each stockholder entitled to vote thereat by delivering such notice to such stockholder or by mailing it, postage prepaid, addressed
to such stockholder at the address of such stockholder as it appears on the Corporation’s stock transfer books. Without limiting
the manner by which notice may otherwise be given to stockholders, any notice to stockholders may be given by electronic transmission
in the manner provided in Section 232 of the DGCL.
(b)
Notice of all special meetings of stockholders shall be given in the same manner as provided for Annual Meetings, except that the notice
of all special meetings shall also state the purpose or purposes for which the meeting has been called.
(c)
Notice of an Annual Meeting or special meeting of stockholders need not be given to a stockholder if a waiver of notice is executed,
or waiver of notice by electronic transmission is provided, before or after such meeting by such stockholder or if such stockholder attends
such meeting, unless such attendance is for the express purpose of objecting at the beginning of the meeting to the transaction of any
business because the meeting was not lawfully called or convened.
(d)
The Board of Directors may postpone and reschedule or cancel any previously scheduled Annual Meeting or special meeting of stockholders
and any record date with respect thereto, regardless of whether any notice or public disclosure with respect to any such meeting has
been sent or made pursuant to Section 2 of this Article I or otherwise. In no event shall the public announcement of an adjournment,
postponement or rescheduling of any previously scheduled meeting of stockholders commence a new time period for the giving of a stockholder’s
notice under this Article I.
(e)
When any meeting is convened, the chair of the meeting or the stockholders present or represented by proxy at such meeting may adjourn
the meeting from time to time for any reason, regardless of whether a quorum is present, to reconvene at any other time and at any place
at which a meeting of stockholders may be held under these Bylaws. When any Annual Meeting or special meeting of stockholders is adjourned
to another hour, date or place (including an adjournment taken to address a technical failure to convene or continue a meeting using
remote communication), notice need not be given of the adjourned meeting if the time, place, if any, thereof and the means of remote
communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting
are (i) announced at the meeting at which the adjournment is taken, (ii) displayed,
8
during the time scheduled for the meeting, on the
same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication
or (iii) set forth in the notice of meeting given in accordance with this Section 4; provided, however, that if the adjournment is for
more than thirty (30) days from the meeting date, or if after the adjournment a new record date is fixed for the adjourned meeting, notice
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 of record entitled to vote thereat and each stockholder
who, by law or under the Certificate of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the “Certificate”)
or these Bylaws, is entitled to such notice.
SECTION
5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these Bylaws, at each meeting of stockholders,
the presence in person or by remote communication, if applicable, or represented by proxy, of the holders of a majority in voting power
of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. If less
than a quorum is present at a meeting, the chair of the meeting or the holders of voting stock, by the affirmative vote of a majority
of the voting power present in person or by proxy and entitled to vote thereon, may adjourn the meeting from time to time, and the meeting
may be held as adjourned without further notice, except as otherwise provided in Section 4 of this Article I. At such adjourned meeting
at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The
stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
SECTION
6. Voting and Proxies.
(a)
The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Article IV,
Section 4 of these Bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of
stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL. Stockholders shall have one vote for each
share of stock entitled to vote owned by them of record according to the stock ledger of the Corporation as of the record date, unless
otherwise provided by law or by the Certificate. Stockholders may vote either (i) in person, (ii) by written proxy or (iii) by a transmission
permitted by Section 212(c) of the DGCL. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission
permitted by Section 212(c) of the DGCL may be substituted for 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, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original writing or transmission. Proxies shall be filed in accordance with
the procedures established for the meeting of stockholders. A proxy with respect to stock held in the name of two or more persons shall
be valid if executed by or on behalf of any one of them unless at or prior to the exercise of the proxy the Corporation receives a specific
written notice to the contrary from any one of them. In the event the Corporation receives proxies for disqualified or withdrawn nominees
for the Board of Directors, such votes for such disqualified or withdrawn nominees in the proxies will be treated as abstentions.
(b)
Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which
shall be reserved for the exclusive use by the Board of Directors.
SECTION
7. Action at Meeting. When a quorum is present at any meeting of stockholders, any matter before any such meeting (other than
an election of a director or directors) shall be decided by a majority of the votes properly cast for and against such matter, except
where a larger vote is required by law, by the Certificate or by these Bylaws. Any election of directors by stockholders shall be determined
by a plurality of the votes properly cast on the election of directors.
9
SECTION
8. Stockholder Lists. The Corporation shall prepare, no later than the tenth (10th) day before each Annual Meeting or special
meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name of each stockholder; provided, however, that if the record
date for determining the stockholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the
stockholders entitled to vote as of the tenth (10th) day before the meeting date. Such list shall be open to the examination of any stockholder
for any purpose germane to the meeting for a period of ten (10) days ending on the day before the meeting date in the manner provided
by law.
SECTION
9. Conduct of Meeting. The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of
any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with rules, regulations and procedures adopted
by the Board of Directors, the chair of the meeting shall have the right to prescribe such rules, regulations and procedures and to do
all such acts, as, in the judgment of such chair, are necessary, appropriate or convenient for the proper conduct of the meeting. Such
rules, regulations or procedures, whether adopted by the Board of Directors or the chair of the meeting, may include, without limitation,
the following: (a) the establishment of an agenda for the meeting; (b) rules and procedures for maintaining order at the meeting and
the safety of those present at the meeting; (c) limitations on attendance at or participation in the meeting to stockholders of record
of the Corporation, their duly authorized and constituted proxies, or such other persons as the chair of the meeting shall determine;
(d) restrictions on entry to the meeting after the time fixed for the commencement thereof; (e) the determination of the circumstances
in which any person may make a statement or ask questions and limitations on the time allotted to questions or comments; (f) the determination
of when the polls shall open and close for any given matter to be voted on at the meeting; (g) the exclusion or removal of any stockholders
or any other individual who refuses to comply with meeting rules, regulations, or procedures; (h) restrictions on the use of audio and
video recording devices, cell phones and other electronic devices; (i) rules, regulations and procedures for compliance with any federal,
state or local laws or regulations (including those concerning safety, health or security); (j) procedures (if any) requiring attendees
to provide the Corporation advance notice of their intent to attend the meeting; and (k) rules, regulations or procedures regarding the
participation by means of remote communication of stockholders and proxy holders not physically present at a meeting, whether such meeting
is to be held at a designated place or solely by means of remote communication. The chair of the meeting shall be (i) such person as
the Board of Directors shall have designated to preside over all meetings of the stockholders; (ii) if the Board of Directors has not
so designated such a chair of the meeting or if the chair of the meeting is unable to so preside or is absent, then the Chairperson of
the Board, if one is elected; (iii) if the Board of Directors has not so designated a chair of the meeting and there is no Chairperson
of the Board, or if the chair of the meeting or the Chairperson of the Board is unable to so preside or is absent, then the Chief Executive
Officer; or (iv) in the absence or inability to serve of any of the aforementioned persons, the Secretary of the Corporation. Unless
and to the extent determined by the Board of Directors or the chair of the meeting, the chair of the meeting shall not be obligated to
adopt or follow any technical, formal or parliamentary rules or principles of procedure. In the absence of the Secretary of the Corporation,
the secretary of the meeting shall be such person as the chair of the meeting appoints.
SECTION
10. Inspectors of Elections. The Corporation shall, in advance of any meeting of stockholders, appoint one, two or three inspectors
to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as 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 chair of the meeting
shall appoint one or more inspectors to act at the meeting. Any inspector may, but need not, be an officer, employee or agent of the
Corporation. 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. The inspectors shall perform such duties
as are required by the
10
DGCL, including the counting of all votes and ballots. The inspectors may appoint or retain other persons or entities
to assist the inspectors in the performance of the duties of the inspectors. The chair of the meeting may review all determinations made
by the inspectors, and in so doing the chair of the meeting shall be entitled to exercise his or her sole judgment and discretion and
he or she shall not be bound by any determinations made by the inspectors. All determinations by the inspectors and, if applicable, the
chair of the meeting, shall be subject to further review by any court of competent jurisdiction.
ARTICLE
II
Directors
SECTION
1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except
as otherwise provided by the Certificate or required by law.
SECTION
2. Number and Terms. The number of directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted
from time to time by the Board of Directors, provided the Board of Directors shall consist of at least one (1) member. The directors
shall hold office in the manner provided in the Certificate.
SECTION
3. Qualification. No director need be a stockholder of the Corporation.
SECTION
4. Vacancies. Vacancies in the Board of Directors shall be filled in the manner provided in the Certificate.
SECTION
5. Removal. Directors may be removed from office only in the manner provided in the Certificate or by applicable law.
SECTION
6. Resignation. A director may resign at any time by electronic transmission or by giving written notice to the Chairperson of
the Board, if one is elected, the Chief Executive Officer or the Secretary. A resignation shall be effective upon receipt, unless the
resignation otherwise provides.
SECTION
7. Regular Meetings. Regular meetings of the Board of Directors may be held at such hour, date and place (if any) as the Board
of Directors may from time to time determine and publicize by means of reasonable notice given to any director who is not present when
such determination is made.
SECTION
8. Special Meetings. Special meetings of the Board of Directors may be called, orally or in writing, by or at the request of a
majority of the directors, the Chairperson of the Board, if one is elected, or the Chief Executive Officer. The person calling any such
special meeting of the Board of Directors may fix the hour, date and place (if any) thereof. Notice thereof shall be given to each director
as provided in Section 9 of this Article II.
SECTION
9. Notice of Meetings. Notice of the hour, date and place (if any) of all special meetings of the Board of Directors shall be
given to each director by the Secretary or an Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons,
by the Chairperson of the Board, if one is elected, the Chief Executive Officer or such other officer designated by the Chairperson of
the Board, if one is elected, or any one of the directors calling the meeting. Notice of any special meeting of the Board of Directors
shall be given to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communication,
sent to his or her business or home address, at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to
his or her business or home address, at least forty-eight (48) hours in advance of the meeting provided, however, that if the person
or persons calling the meeting determine that it is otherwise necessary or advisable to hold the meeting sooner, then such person or
persons may prescribe a shorter time period for notice to be given personally or by telephone, facsimile, electronic mail or other similar
means of communication. Such notice shall be deemed to be delivered when hand-delivered to such address; read to such director by telephone;
deposited in the mail so addressed, with postage thereon prepaid, if mailed; or dispatched or transmitted if sent by facsimile transmission
or by electronic mail or other form of electronic communication. A written
11
waiver of notice signed or electronically transmitted before
or after a meeting by a director and filed with the records of the meeting shall be deemed to be equivalent to notice of the meeting.
The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting
for the express purpose of objecting at the beginning of the meeting to the transaction of any business because such meeting is not lawfully
called or convened. Except as otherwise required by law, by the Certificate or by these Bylaws, neither the business to be transacted
at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
SECTION
10. Quorum. At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for
the transaction of business, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting
from time to time, and the meeting may be held as adjourned without further notice. Any business that might have been transacted at the
meeting as originally noticed may be transacted at such adjourned meeting at which a quorum is present. For purposes of this Article
II, the total number of directors includes any unfilled vacancies on the Board of Directors.
SECTION
11. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the affirmative vote of a majority
of the directors present shall constitute action by the Board of Directors, unless otherwise required by law, by the Certificate or by
these Bylaws.
SECTION
12. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without
a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission. After such action is taken,
the writing or writings or electronic transmission or transmissions shall be filed with the records of the meetings 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. Such consent shall be treated as a resolution of the Board of Directors for all purposes.
SECTION
13. Manner of Participation. Directors may participate in meetings of the Board of Directors by means of video conference, conference
telephone or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation
in a meeting in accordance herewith shall constitute presence in person at such meeting for purposes of these Bylaws.
SECTION
14. Presiding Director. The Board of Directors shall designate a representative to preside over all meetings of the Board of Directors,
provided that if the Board of Directors does not so designate such a presiding director or such designated presiding director is unable
to so preside or is absent, then the Chairperson of the Board, if one is elected, shall preside over all meetings of the Board of Directors.
If both the designated presiding director, if one is so designated, and the Chairperson of the Board, if one is elected, are unable to
preside or are absent, the Board of Directors shall designate an alternate representative to preside over a meeting of the Board of Directors.
SECTION
15. Committees. The Board of Directors may designate one or more committees, including, without limitation, a Compensation Committee,
a Nominating & Corporate Governance Committee and an Audit Committee, and may delegate thereto some or all of its powers to such
committee(s) except those which by law, by the Certificate or by these Bylaws may not be delegated. Except as the Board of Directors
may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board
of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these Bylaws for
the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of
Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties
shall keep records of its meetings.
12
SECTION
16. Compensation of Directors. Directors shall receive such compensation for their services as shall be determined by the Board
of Directors, or a designated committee thereof, provided that directors who are serving the Corporation as employees shall not receive
any salary or other compensation for their services as directors of the Corporation.
SECTION
17. Emergency Bylaws. In the event of any emergency, disaster, catastrophe or other similar emergency condition of a type described
in Section 110(a) of the DGCL (an “Emergency”), notwithstanding any different or conflicting provisions in the DGCL, the
Certificate or these Bylaws, during such Emergency:
(a)
A meeting of the Board of Directors or a committee thereof may be called by any director, the Chairperson of the Board, the Chief Executive
Officer or the Secretary by such means as, in the judgment of the person calling the meeting, may be feasible at the time, and notice
of any such meeting of the Board of Directors or any committee may be given, in the judgment of the person calling the meeting, only
to such directors as it may be feasible to reach at the time and by such means as may be feasible at the time. Such notice shall be given
at such time in advance of the meeting as, in the judgment of the person calling the meeting, circumstances permit.
(b)
The director or directors in attendance at a meeting called in accordance with Section 17(a) of this Article II shall constitute a quorum.
(c)
No officer, director or employee acting in accordance with this Section 17 shall be liable except for willful misconduct. No amendment,
repeal or change to this Section 17 shall modify the prior sentence with regard to actions taken prior to the time of such amendment,
repeal or change.
ARTICLE
III
Officers
SECTION
1. Designations. The officers of the Corporation shall consist of a Chief Executive Officer and a Secretary. The Corporation may
also have, at the discretion of the Board of Directors, such other officers as may be appointed from time to time in accordance with
these Bylaws. The same individual may simultaneously hold more than one office. The compensation of the officers of the Corporation shall
be fixed from time to time by the Board of Directors, by a committee of the Board of Directors, or by one or more officers designated
by the Board of Directors.
SECTION
2. Appointment of Officers. The Board of Directors shall appoint the required officers of the Corporation and such other officers
as it may deem necessary, each of whom shall serve until a successor is appointed and qualified, or until such officer’s resignation,
death, removal, or disqualification.
SECTION
3. Delegation of Authority to Appoint Officers. The Board of Directors may vest the authority to appoint officers other than the
Chief Executive Officer in the Chief Executive Officer or such other of the officers of the corporation as it deems appropriate, subject
in all cases to the direction of the Board of Directors.
SECTION
4. Removal and Resignation. Any officer of the Corporation may be removed, with or without cause, at any time by action of the
Board of Directors. Any officer appointed by another officer under Article III, Section 3 may also be removed, with or without cause,
at any time by the officer that appointed him or her, by that officer’s successor, or by any officer so authorized by the Board
of Directors. Such removal, whether by the Board of Directors or by such officer, shall not affect the officer’s contract rights,
if any, with the Corporation.
Any
officer may resign at any time upon written notice to the Corporation. A resignation is effective when the notice is delivered unless
the notice specifies a later effective time. If a resignation is made effective as of a future date and the Corporation accepts the resignation,
the Board of Directors, the
13
officer that appointed the resigning officer, that officer’s successor, or any officer so authorized
by the Board of Directors, may fill the pending vacancy before the effective date if the Board of Directors, or such officer, provides
that the successor does not take office until the effective date.
SECTION
5. Duties and Powers of Officers. The officers of the Corporation shall have such powers and perform such duties as may from time
to time be prescribed by these Bylaws, the Board of Directors or any other officer authorized by the Board of Directors to prescribe
such duties and, to the extent not so prescribed, as are incident to their respective offices.
SECTION
6. Chief Executive Officer. The Chief Executive Officer shall be the principal executive and administrative officer of the Corporation
and, subject to the direction of the Board of Directors, shall have general charge of the business affairs and property of the Corporation
and general supervision over its officers, employees, and agents. The Chief Executive Officer shall perform all duties incident to the
office of the Chief Executive Officer. The Chief Executive Officer or any other officer of the Corporation appointed or designated by
the Chief Executive Officer (and such other officers as are authorized by resolution of the Board of Directors) may execute bonds, notes
and other evidence of indebtedness, mortgages, contracts, leases, and other agreements except where such documents are required by law
to be otherwise signed, and except where the signing thereof is exclusively delegated to some other officer or employee of the Corporation
by the Board of Directors. In the absence of a Chairperson of the Board of Directors, the Chief Executive Officer shall preside at all
meetings of the stockholders and at all meetings of the Board of Directors.
SECTION
7. Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and the stockholders of the Corporation.
When requested, the Secretary shall also act as secretary of the meetings of the committees of the Board of Directors. The Secretary
shall cause the minutes of all such meetings to be kept and preserved. The Secretary shall see that all notices required to be given
by the Corporation are duly given and served; shall have custody of the seal of the Corporation; shall have custody of all deeds, leases,
contracts and other important corporate documents; shall see that all reports, statements and other documents (except tax returns) required
by law to be filed are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other
duties as from time to time may be assigned to the Secretary by the Board of Directors or the Chief Executive Officer.
SECTION
8. Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the Chief Executive
Officer or any officer of the Corporation authorized by the Chief Executive Officer may exercise any right to vote and otherwise act
on behalf of the Corporation, in person or by proxy, at any meeting of stockholders or equity holders of, or with respect to any action
of stockholders or equity holders of, any other corporation or entity that the Corporation may possess by reason of its ownership of
securities or interests in the other corporation or entity.
SECTION
9. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other
officers or agents, notwithstanding any provision hereof.
ARTICLE
IV
Capital
Stock
SECTION
1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such
form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by any two authorized officers
of the Corporation. The Corporation seal and the signatures by the Corporation’s officers, the transfer agent or the registrar
may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by
the Corporation with the same effect as if he or she were such officer, transfer
14
agent or registrar at the time of its issue. Every certificate
for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized
to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. Notwithstanding
anything to the contrary provided in these Bylaws, the Board of Directors may provide by resolution or resolutions that some or all of
any or all classes or series of its stock shall be uncertificated shares (except that the foregoing shall not apply to shares represented
by a certificate until such certificate is surrendered to the Corporation), and by the approval and adoption of these Bylaws, the Board
of Directors has determined that all classes or series of the Corporation’s stock may be uncertificated, whether upon original
issuance, re-issuance or subsequent transfer.
SECTION
2. Transfers. Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock
that are represented by a certificate may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer
agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with
transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent
may reasonably require. Shares of stock that are not represented by a certificate may be transferred on the books of the Corporation
by submitting to the Corporation or its transfer agent such evidence of transfer and following such other procedures as the Corporation
or its transfer agent may require.
SECTION
3. Stock Transfer Agreements. The Corporation shall have power to enter into and perform any agreement with any number of stockholders
of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more
classes owned by such stockholders in any manner not prohibited by the DGCL.
SECTION
4. Record Holders. Except as may otherwise be required by law, by the Certificate or by these Bylaws, the Corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment
of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until
the shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws.
SECTION
5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights,
or 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 by the Board of Directors, and which record date (a) in the case of determination of stockholders entitled to vote at
any meeting of stockholders, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before
the date of such meeting and (b) in the case of any other action, shall not be more than sixty (60) days prior to such other action.
If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at 5:00 p.m. Eastern Time on the day next preceding the day on which notice is given, or, if notice is waived, at 5:00 p.m.
Eastern Time on the day next preceding the day on which the meeting is held, and (ii) the record date for determining stockholders for
any other purpose shall be 5:00 p.m. Eastern Time on the day on which the Board of Directors adopts the resolution relating thereto.
SECTION
6. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock of the Corporation,
a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.
15
ARTICLE
V
Indemnification
SECTION
1. Definitions. For purposes of this Article V:
(a)
“Corporate Status” describes the status of a person who is serving or has served (i) as a Director, (ii) as an Officer, (iii)
as a Non-Officer Employee, or (iv) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership,
limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal entity which
such person is or was serving at the request of the Corporation. For purposes of this Section 1(a), a Director, Officer or Non-Officer
Employee who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to
be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include the status
of a person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in a merger
or consolidation transaction with the Corporation with respect to such person’s activities prior to said transaction, unless specifically
authorized by the Board of Directors or the stockholders of the Corporation;
(b)
“Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation;
(c)
“Disinterested Director” means, with respect to each Proceeding in respect of which indemnification is sought hereunder,
a Director of the Corporation who is not and was not a party to such Proceeding;
(d)
“Expenses” means all attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators
and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing
and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in
connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all
other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute
or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;
(e)
“Liabilities” means judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement;
(f)
“Non-Officer Employee” means any person who serves or has served as an employee or agent of the Corporation, but who is not
or was not a Director or Officer;
(g)
“Officer” means any person who serves or has served the Corporation as an officer of the Corporation appointed by the Board
of Directors of the Corporation;
(h)
“Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism,
inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative;
and
(i)
“Subsidiary” means any corporation, partnership, limited liability company, joint venture, trust or other entity of which
the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner,
managing member or other similar interest or (ii) (A) fifty percent (50%) or more of the voting power of the voting capital equity interests
of such corporation, partnership, limited liability company, joint venture or other entity, or (B) fifty percent (50%) or more of the
outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint
venture or other entity.
16
SECTION
2. Indemnification of Directors and Officers.
(a)
Subject to the operation of Section 4 of this Article V, each Director and Officer shall be indemnified and held harmless by the Corporation
to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), and to the extent authorized in this Section 2.
(1)
Actions, Suits and Proceedings Other than By or In the Right of the Corporation. Each Director and Officer shall be indemnified
and held harmless by the Corporation against any and all Expenses and Liabilities that are incurred or paid by such Director or Officer
or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein (other
than an action by or in the right of the Corporation), which such Director or Officer is, or is threatened to be made, a party to or
participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith
and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with
respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
(2)
Actions, Suits and Proceedings By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held
harmless by the Corporation against any and all Expenses that are incurred by such Director or Officer or on such Director’s or
Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein by or in the right of the Corporation,
which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s
Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be
in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made under this Section
2(a)(2) in respect of any claim, issue or matter as to which such Director or Officer shall have been finally adjudged by a court of
competent jurisdiction to be liable to the Corporation, unless, and only to the extent that, the Court of Chancery of the State of Delaware
or another court in which such Proceeding was brought shall determine upon application that, despite adjudication of liability, but in
view of all the circumstances of the case, such Director or Officer is fairly and reasonably entitled to indemnification for such Expenses
that such court deems proper.
(3)
Survival of Rights. The rights of indemnification provided by this Section 2 shall continue as to a Director or Officer after
he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal
representatives.
(4)
Actions by Directors or Officers. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking
indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding (including any parts of
such Proceeding not initiated by such Director or Officer) was authorized in advance by the Board of Directors, unless such Proceeding
was brought to enforce such Officer’s or Director’s rights to indemnification or, in the case of Directors, advancement of
Expenses under these Bylaws in accordance with the provisions set forth herein.
SECTION
3. Indemnification of Non-Officer Employees. Subject to the operation of Section 4 of this Article V, each Non-Officer Employee
may, in the discretion of the Board of Directors, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as
the same exists or may hereafter be amended, against any or all Expenses and Liabilities that are incurred by such Non-Officer Employee
or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue
or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer
Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably
believed to be in or not opposed to the best interests of the Corporation and, with respect to
17
any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 3 shall exist as to a Non-Officer
Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives,
executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification
in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized in advance by the Board
of Directors.
SECTION
4. Determination. Unless ordered by a court, no indemnification shall be provided pursuant to this Article V to a Director, to
an Officer or to a Non-Officer Employee unless a determination shall have been made that 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 Proceeding,
such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (a) a majority vote
of the Disinterested Directors, even though less than a quorum of the Board of Directors, (b) a committee comprised of Disinterested
Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum),
(c) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel
in a written opinion or (d) by the stockholders of the Corporation.
SECTION
5. Advancement of Expenses to Directors Prior to Final Disposition.
(a)
The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director
is involved by reason of such Director’s Corporate Status within thirty (30) days after the receipt by the Corporation of a written
statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such
Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied
by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director
is not entitled to be indemnified against such Expenses. Notwithstanding the foregoing, the Corporation shall advance all Expenses incurred
by or on behalf of any Director seeking advancement of expenses hereunder in connection with a Proceeding initiated by such Director
only if such Proceeding (including any parts of such Proceeding not initiated by such Director) was (i) authorized by the Board of Directors
or (ii) brought to enforce such Director’s rights to indemnification or advancement of Expenses under these Bylaws.
(b)
If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within thirty (30) days after receipt
by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, such Director shall also be entitled
to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee
thereof, independent legal counsel or stockholders) to make a determination concerning the permissibility of such advancement of Expenses
under this Article V shall not be a defense to an action brought by a Director for recovery of the unpaid amount of an advancement claim
and shall not create a presumption that such advancement is not permissible. The burden of proving that a Director is not entitled to
an advancement of expenses shall be on the Corporation.
(c)
In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification
set forth in the DGCL.
18
SECTION
6. Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.
(a)
The Corporation may, at the discretion of the Board of Directors, advance any or all Expenses incurred by or on behalf of any Officer
or any Non-Officer Employee in connection with any Proceeding in which such person is involved by reason of his or her Corporate Status
as an Officer or Non-Officer Employee upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer
Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the Expenses incurred by such Officer or Non-Officer Employee and shall be preceded
or accompanied by an undertaking by or on behalf of such person to repay any Expenses so advanced if it shall ultimately be determined
that such Officer or Non-Officer Employee is not entitled to be indemnified against such Expenses.
(b)
In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable
standard for indemnification set forth in the DGCL.
SECTION
7. Contractual Nature of Rights.
(a)
The provisions of this Article V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the
benefits hereof at any time while this Article V is in effect, in consideration of such person’s past or current and any future
performance of services for the Corporation. Neither amendment, repeal or modification of any provision of this Article V nor the adoption
of any provision of the Certificate inconsistent with this Article V shall eliminate or reduce any right conferred by this Article V
in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at
the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding
based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted
herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any
proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by,
or granted pursuant to, this Article V shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation
and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person.
(b)
If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after
receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also
be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any
committee thereof, independent legal counsel or stockholders) to make a determination concerning the permissibility of such indemnification
under this Article V shall not be a defense to an action brought by a Director or Officer for recovery of the unpaid amount of an indemnification
claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer
is not entitled to indemnification shall be on the Corporation.
(c)
In any suit brought by a Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director
or Officer has not met any applicable standard for indemnification set forth in the DGCL.
SECTION
8. Non-Exclusivity of Rights. The rights to indemnification and to advancement of Expenses set forth in this Article V shall not
be exclusive of any other right that any Director, Officer or
19
Non-Officer Employee may have or hereafter acquire under any statute, provision
of the Certificate or these Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise.
SECTION
9. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer
Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer
Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify
such person against such liability under the DGCL or the provisions of this Article V.
SECTION
10. Other Indemnification. The Corporation’s obligation, if any, to indemnify or provide advancement of Expenses to any
person under this Article V as a result of such person serving, at the request of the Corporation, as a director, partner, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced
by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture,
trust, employee benefit plan or enterprise (the “Primary Indemnitor”). Any indemnification or advancement of Expenses under
this Article V owed by the Corporation as a result of a person serving, at the request of the Corporation, as a director, partner, trustee,
officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall
only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary
Indemnitor(s) and any applicable insurance policies.
SECTION
11. Savings Clause. If this Article V or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify each indemnitee as to any expenses (including, without limitation, attorneys’
fees), liabilities, losses, judgments, fines (including, without limitation, excise taxes and penalties arising under the Employee Retirement
Income Security Act of 1974, as amended) and amounts paid in settlement in connection with any action, suit, proceeding or investigation,
whether civil, criminal or administrative, including, without limitation, an action by or in the right of the Corporation, to the fullest
extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted
by applicable law.
ARTICLE
VI
Miscellaneous
Provisions
SECTION
1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.
SECTION
2. Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.
SECTION
3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by
the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by the Chairperson
of the Board, if one is elected, the Chief Executive Officer or the Secretary or any other officer, employee or agent of the Corporation
as the Board of Directors or an executive committee of the Board of Directors may authorize or determine.
SECTION
4. Voting of Securities. Unless the Board of Directors otherwise provides, the Chairperson of the Board, if one is elected, the
Chief Executive Officer or the Secretary may waive notice of, and act on behalf of the Corporation, or appoint another person or persons
to act as proxy or attorney in fact for the Corporation with or without discretionary power and/or power of substitution, at any meeting
of stockholders or stockholders of any other corporation or organization, any of whose securities are held by the Corporation.
20
SECTION
5. Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or
proceeding against the Corporation.
SECTION
6. Corporate Records. The original or attested copies of the Certificate, Bylaws and records of all meetings of the incorporators,
stockholders and the Board of Directors and the stock transfer books, which shall contain the names of all stockholders, their record
addresses and the amount of stock held by each, may be kept outside the State of Delaware and shall be kept at the principal office of
the Corporation, at an office of its counsel, at an office of its transfer agent or in such manner as may be permitted by law.
SECTION
7. Certificate. All references in these Bylaws to the Certificate shall be deemed to refer to the Certificate, as amended and/or
restated and in effect from time to time.
SECTION
8. Exclusive Jurisdiction of Delaware Courts or the United States Federal District Courts. Unless the Corporation consents in
writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum
for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of, or a claim based
on, a breach of a fiduciary duty owed by any current or former director, officer or other employee or stockholder of the Corporation
to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the
DGCL or the Certificate or these Bylaws (including the interpretation, validity or enforceability thereof) or as to which the DGCL confers
jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs
doctrine; provided, however, that this sentence will not apply to any causes of action arising under the Securities Act of 1933, as amended,
or the Exchange Act, or to any claim for which the federal courts have exclusive jurisdiction. Unless the Corporation consents in writing
to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive
forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, the Exchange Act,
or the respective rules and regulations promulgated thereunder. To the fullest extent permitted by law, any person or entity purchasing
or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to
the provisions of this Section 8.
SECTION
9. Amendment of Bylaws.
(a)
Amendment by Directors. Except as otherwise required by law, these Bylaws may be amended or repealed by the Board of Directors.
(b)
Amendment by Stockholders. Except as otherwise provided herein, the Bylaws of the Corporation may be amended or repealed at any
annual meeting of stockholders, or at any special meeting of stockholders called for such purpose, by the affirmative vote of the holders
of not less than two-thirds (2/3) of the voting power of the outstanding shares of capital stock entitled to vote on such amendment or
repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such
amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority
of outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class.
SECTION
10. 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 to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided
in Section 232 of the DGCL.
SECTION
11. 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.
21
Neither the business to be transacted at, nor the purpose of, any meeting need be specified in such
a waiver.
Adopted
by the Board of Directors on July 21, 2026 and approved by the stockholders on July 28, 2026, subject to and effective upon the effectiveness
of the S-1 registration statement.
22
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