Form 8-K
8-K — CITY THERAPEUTICS, INC.
Accession: 0001104659-26-116947
Filed: 2026-10-19
Period: 2026-10-15
CIK: 0002143850
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — tm2627874d1_8k.htm (Primary)
EX-3.1 — EXHIBIT 3.1 (tm2627874d1_ex3-1.htm)
EX-3.2 — EXHIBIT 3.2 (tm2627874d1_ex3-2.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): October 15, 2026
City Therapeutics, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
001-43510
93-2762122
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
399 Binney Street
Cambridge, Massachusetts
02142
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (857) 357-2024
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, par value $0.0001 per share
CTY
The Nasdaq Global 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 x
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.
As previously disclosed in the Registration Statement on Form S-1,
as amended (File No. 333-299117) (the “Registration Statement”), of City Therapeutics, Inc. (the “Company”),
and in connection with the completion of the initial public offering of the Company’s common stock (the “IPO”), the
Company filed its amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary
of State of the State of Delaware on October 19, 2026. The Company’s board of directors (the “Board”) and the Company’s
stockholders previously approved the Amended and Restated Certificate to be filed in connection with, and to be effective immediately
prior to, the completion of the IPO. The Amended and Restated Certificate 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; (ii) eliminate all references to the previously-existing series of preferred stock; (iii) authorize 10,000,000 shares
of undesignated preferred stock that may be issued from time to time by the Board in one or more series; and (iv) eliminate the ability
of the Company’s stockholders to take action by written consent in lieu of a meeting and call special meetings of stockholders.
The foregoing description of the Amended and Restated Certificate
is qualified by reference to the full text of the Amended and Restated Certificate, 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,
the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board and the
Company’s stockholders, became effective as of the effectiveness of the Registration Statement on October 15, 2026. 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 the Company’s stockholders, including proposed nominations of
persons for election to the Board; and (iii) conform to the amended provisions of the Amended and Restated Certificate.
The foregoing description of the Amended and Restated Bylaws is
qualified by reference to the full text of 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
Amended and Restated Certificate of Incorporation of City Therapeutics, Inc.
3.2
Amended and Restated Bylaws of City Therapeutics, Inc.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
City Therapeutics, Inc.
Date:
October 19, 2026
By:
/s/ Andrew Orth, M.B.A.
Name: Andrew Orth, M.B.A.
Title: President and Chief Executive Officer
EX-3.1 — EXHIBIT 3.1
EX-3.1
Filename: tm2627874d1_ex3-1.htm · Sequence: 2
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CITY THERAPEUTICS, INC.
City Therapeutics, 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 City Therapeutics, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary
of State of the State of Delaware was July 17, 2023 (the “Original Certificate”). The name under which the Corporation
filed the Original Certificate was City Therapeutics, Inc.
2. This
Amended and Restated Certificate of Incorporation (the “Certificate”) amends, restates and integrates the provisions
of the Amended and Restated Certificate of Incorporation that was filed with the Secretary of State of the State of Delaware on May 20,
2026, as further amended by that certain Certificate of Amendment to the Amended and Restated Certificate of Incorporation that was filed
with the Secretary of State of the State of Delaware on June 4, 2026 (as amended, the “Amended and Restated Certificate”),
and was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware
(the “DGCL”).
3. The
text of the Amended and Restated Certificate is hereby amended, restated and integrated in its entirety to provide as follows.
ARTICLE I
The name of the Corporation is City Therapeutics, Inc.
ARTICLE II
The address of the Corporation’s registered
office in the State of Delaware is 3500 South DuPont Highway in the City of Dover, County of Kent, Delaware 19901. The name of its registered
agent at such address is Incorporating Services, Ltd.
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.
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ARTICLE IV
CAPITAL STOCK
The total number of shares of capital stock which
the Corporation shall have authority to issue is five hundred and 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 Amended and Restated Certificate
of Incorporation (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 dividends, but only when, as and if declared by the Board of Directors of the Corporation (the “Board
of Directors”) or any authorized committee thereof; and
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(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
STOCKHOLDER ACTION
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.
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ARTICLE VI
DIRECTORS
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 (including any
certificate of designation with respect to any series of Preferred Stock) and this Article VII relating to the rights of the holders
of any series of Preferred Stock to elect additional Directors, the number of Directors shall be fixed 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 term of
office of the initial Class I Directors shall expire at the first regularly-scheduled annual meeting of stockholders following the
closing of the Corporation’s sale of a class of its capital stock to the public pursuant to a registration statement on Form S-1
under the Securities Act (the “IPO Time”). The term of office of the initial Class II Directors shall expire at
the second annual meeting of stockholders following the IPO Time. The term of office of the initial Class III Directors shall expire
at the third annual meeting of stockholders following the IPO Time. 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. 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 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 of Incorporation, except as otherwise provided by the Board of Directors
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.
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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 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 Article VI.3 hereof, 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
LIMITATION OF LIABILITY
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.
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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 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
AMENDMENT OF BYLAWS
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.
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ARTICLE IX
AMENDMENT OF CERTIFICATE OF INCORPORATION
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.
[Signature Page Follows]
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THIS AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION is executed as of this 19th day of October, 2026.
CITY THERAPEUTICS, INC.
By:
/s/ Andrew Orth
Name:
Andrew Orth
Title:
President and Chief Executive Officer
[Signature
Page to Amended and Restated Certificate of Incorporation]
EX-3.2 — EXHIBIT 3.2
EX-3.2
Filename: tm2627874d1_ex3-2.htm · Sequence: 3
Exhibit 3.2
AMENDED AND RESTATED
BYLAWS
OF
CITY THERAPEUTICS, 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:
(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);
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(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) (i) 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 (ii) as to each Proposing Person, the following information: (a) 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), (b) 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, (c) 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, (d) 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, (e) 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”), (f) 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 (g) 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 the foregoing
clauses (a) through (g) 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;
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(D) (i) 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)) (a) pertaining to the nomination(s) or
other business proposed to be brought before the meeting of stockholders or (b) 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 (ii) 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
(E) 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”).
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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.
(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)(E), 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)(C) 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)(C).
5
(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.
(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.
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(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.
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(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 By-laws (and such notice contains
all of the information, representations, questionnaires and certifications with respect to such substitute nominee(s) that are required
by the By-laws 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.
8
(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, 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.
9
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.
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.
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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, if one is elected; or (iv) in the absence or inability to serve of any of the aforementioned
persons, the President 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 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 officer 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 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.
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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 President 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 President. 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.
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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 President 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 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.
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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 Culture and 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.
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
By-laws. 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 By-laws, 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, the President 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.
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Article III
Officers
Section 1. Enumeration.
The officers of the Corporation shall consist of a President, a Treasurer, a Secretary and such other officers, including, without limitation,
a Chairperson of the Board, a Chief Executive Officer and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice
Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine. Any number
of offices may be held by the same person. The salaries and other compensation of the officers of the Corporation will be fixed by or
in the manner designated by the Board of Directors or a committee thereof to which the Board of Directors has delegated such responsibility.
Section 2. Election.
The Board of Directors shall elect the President, the Treasurer and the Secretary. Other officers may be elected by the Board of Directors
or by such officers delegated such authority by the Board of Directors.
Section 3. Qualification.
No officer need be a stockholder or a director.
Section 4. Tenure.
Except as otherwise provided by the Certificate or by these Bylaws, each of the officers of the Corporation shall hold office until his
or her successor is elected and qualified or until his or her earlier death, resignation or removal.
Section 5. Resignation
and Removal. Any officer may resign by delivering his or her written or electronically transmitted resignation to the Corporation
addressed to the President or the Secretary, and such resignation shall be effective upon receipt, unless the resignation otherwise provides.
Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Except
as otherwise provided by law or by resolution of the Board of Directors, the Board of Directors may remove any officer. Except as the
Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer
for any period following his or her resignation or removal, or any right to damages on account of such removal, whether his or her compensation
be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with
the Corporation.
Section 6. Absence
or Disability. In the event of the absence or disability of any officer, the Board of Directors may designate another officer to act
temporarily in place of such absent or disabled officer.
Section 7. Vacancies.
Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.
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Section 8. President.
The President shall, subject to the direction of the Board of Directors, have such powers and shall perform such duties as the Board of
Directors may from time to time designate.
Section 9. Chairperson
of the Board. The Chairperson of the Board, if one is elected, shall have such powers and shall perform such duties as the Board of
Directors may from time to time designate.
Section 10. Chief
Executive Officer. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Board
of Directors may from time to time designate.
Section 11. Vice
Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President) and
any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors or the Chief Executive Officer
may from time to time designate.
Section 12. Treasurer
and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors and except as the Board of Directors
or the Chief Executive Officer may otherwise provide, have general charge of the financial affairs of the Corporation and shall cause
to be kept accurate books of account. The Treasurer shall have custody of all funds, securities and valuable documents of the Corporation.
He or she shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive
Officer. Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer
may from time to time designate.
Section 13. Secretary
and Assistant Secretaries. The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors
(including committees of the Board of Directors) in books kept for that purpose. In his or her absence from any such meeting, a temporary
secretary chosen at the meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may,
however, be kept by any transfer or other agent of the Corporation). The Secretary shall have custody of the seal of the Corporation,
and the Secretary or an Assistant Secretary shall have authority to affix it to any instrument requiring it, and, when so affixed, the
seal may be attested by his or her signature or that of an Assistant Secretary. The Secretary shall have such other duties and powers
as may be designated from time to time by the Board of Directors or the Chief Executive Officer. In the absence of the Secretary, any
Assistant Secretary may perform his or her duties and responsibilities. Any Assistant Secretary shall have such powers and perform such
duties as the Board of Directors or the Chief Executive Officer may from time to time designate.
Section 14. Other
Powers and Duties. Subject to these Bylaws and to such limitations as the Board of Directors may from time to time prescribe, the
officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers
and duties as from time to time may be conferred by the Board of Directors or the Chief Executive Officer.
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Section 15. Representation
of Shares of Other Corporations. The Chairperson of the Board, the President, any Vice President, the Treasurer, the Secretary or
Assistant Secretary of this Corporation, or any other person authorized by the Board of Directors or the President or a Vice President,
is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all securities of any other
entity or entities standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly
or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.
Section 16. Bonded
Officers. The Board of Directors may require any officer to give the Corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors upon such terms and conditions as the Board of Directors may specify, including, without
limitation, a bond for the faithful performance of his or her duties and for the restoration to the Corporation of all property in his
or her possession or under his or her control belonging to the Corporation.
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 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.
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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 at 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.
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 of the Corporation, (ii) as an
Officer of the Corporation, (iii) as a Non-Officer Employee of the Corporation 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 of the Corporation 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;
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(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.
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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.
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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 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.
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(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.
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.
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(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 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.
23
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 President or the Treasurer 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 President or
the Treasurer 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.
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.
24
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.
25
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. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in such a waiver.
Approved by the Board of Directors on September 19,
2026, approved by the stockholders on October 8, 2026, and effective upon the effectiveness of the Corporation’s Registration
Statement on Form S-1 for its initial public offering.
26
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