Form 8-K
8-K — Viewbix Inc.
Accession: 0001493152-26-019787
Filed: 2026-04-30
Period: 2026-04-29
CIK: 0000797542
SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
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EX-3.2 (ex3-2.htm)
EX-99.1 (ex99-1.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): April 29, 2026
QUANTUM
X LABS INC.
Viewbix Inc.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File No.: 001-42681
Delaware
68-0080601
(State of Incorporation)
(I.R.S. Employer Identification
No.)
2
Jabotinsky St, Atrium Tower, 18th floor
Ramat
Gan, Israel 5252903
6971068
(Address of Registrant’s
Office)
(ZIP Code)
Registrant’s
Telephone Number, including area code: +972 9-774-1505
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title of
each class
Trading Symbol(s)
Name of each
exchange on which registered
Common Stock, par value
$0.0001 per share
QXL
The Nasdaq Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective
at 12:01 a.m. (Eastern Time) on April 30, 2026, Viewbix Inc., a Delaware corporation (the “Company”), changed its name from
“Viewbix Inc.” to “Quantum X Labs Inc.” (the “Name Change”) by filing a Certificate of Amendment
(the “Certificate of Amendment”) to its Certificate of Incorporation, as amended (the “Certificate of Incorporation”),
with the Secretary of State of the State of Delaware on April 29, 2026.
In
accordance with the General Corporation Law of the State of Delaware (the “DGCL”), the board of directors of the Company
(the “Board”) approved the Name Change and the Certificate of Amendment. Pursuant to Section 242 of the DGCL, stockholder
approval was not required in connection with the Name Change or the Certificate of Amendment.
In
addition, the Board approved a change of the Company’s trading symbol from “VBIX” to “QXL” on The Nasdaq
Capital Market (the “Symbol Change”).
In
connection with the Name Change, effective April 30, 2026, the Company amended and restated its Amended and Restated Bylaws (the “Bylaws”)
to reflect the Name Change (the “A&R Bylaws”). The A&R Bylaws contain no other changes. In accordance with the DGCL
and the Bylaws, the Board approved the A&R Bylaws, and stockholder approval was not required for such amendment.
There
were no other changes to the Certificate of Incorporation or the Bylaws except as disclosed in this Current Report on Form 8-K.
The
foregoing descriptions of the Certificate of Amendment and the A&R Bylaws are qualified in their entirety by reference to the full
text thereof, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein
by reference.
Item 7.01 Regulation FD Disclosure.
On April 30, 2026,
the Company issued a press release announcing the commencement of trading under its new name and trading symbol, effective as of today.
A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The information
in this Item 7.01, including the press release attached hereto as Exhibit 99.1, is being furnished under Item 7.01 of Form 8-K and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Exchange Act, except as expressly set forth by specific reference in such filing.
Item
8.01 Other Events.
As
previously disclosed in the Company’s Current Report on Form 8-K filed on April 21, 2026, the Company initially announced
the Name Change and Symbol Change in a press release dated April 21, 2026.
In
connection with the Name Change and Symbol Change, the Company’s Common Stock will commence trading on The Nasdaq Capital Market
under the Company’s new name, “Quantum X Labs Inc.,” and new ticker symbol “QXL,” effective at the opening
of trading on April 30, 2026. The CUSIP number of the Common Stock will remain the same as a result of the foregoing.
The
Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Common Stock will continue to be
traded on The Nasdaq Capital Market. Following the Name Change, the stock certificates of the Common Stock, which reflect the former
name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates
are tendered for exchange or transfer to the Company’s transfer agent.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
3.1
Certificate
of Amendment to Certificate of Incorporation
3.2
Amended
and Restated Bylaws
99.1
Press Release dated April 30, 2026
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Quantum X Labs Inc.
By:
/s/ Amihay Hadad
Name:
Amihay Hadad
Title:
Chief Executive Officer
Date:
April 30, 2026
EX-3.1
EX-3.1
Filename: ex3-1.htm · Sequence: 2
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
VIEWBIX INC.
Viewbix
Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as
follows:
A.
The Corporation
was originally incorporated under the name the Infergene Company by the filing of its original Certificate of Incorporation with
the Secretary of State of the State Delaware on August 16, 1985.
B.
This Certificate of
Amendment (the “Certificate”), which amends, restates and further integrates the Certificate of Incorporation
of the Corporation as heretofore in effect, has been approved by the Board of Directors of the Corporation in accordance with Section
242 of the General Corporation Law of the State of Delaware.
C.
This Certificate hereby amends the Certificate of Incorporation by amending and restating Article I in its entirety to read as
follows:
“The
name of the corporation is “Quantum X Labs Inc.” (the “Corporation”).”
D.
This Certificate
shall become effective as of 12:01 a.m., Eastern Time, on April 30, 2026.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be executed and acknowledged on April 29, 2026.
By:
/s/ Amihay Hadad
Amihay Hadad, Chief Executive Officer
EX-3.2
EX-3.2
Filename: ex3-2.htm · Sequence: 3
Exhibit
3.2
AMENDED
AND RESTATED BYLAWS
OF
Quantum
X Labs Inc.
(a
Delaware corporation)
TABLE
OF CONTENTS
Page
ARTICLE I - CORPORATE OFFICES
4
1.1
REGISTERED OFFICE
4
1.2
OTHER OFFICES
4
ARTICLE II - MEETINGS OF STOCKHOLDERS
4
2.1
PLACE OF MEETINGS
4
2.2
ANNUAL MEETING
4
2.3
SPECIAL MEETING
4
2.4
ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE
A MEETING
5
2.5
ADVANCE NOTICE PROCEDURES FOR NOMINATIONS OF DIRECTORS
7
2.6
ADDITIONAL REQUIREMENTS FOR VALID NOMINATION OF CANDIDATES
TO SERVE AS DIRECTOR AND, IF ELECTED, TO BE SEATED AS DIRECTORS
9
2.7
NOTICE OF STOCKHOLDERS’ MEETINGS
10
2.8
MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
10
2.9
QUORUM
10
2.10
ADJOURNED MEETING; NOTICE
11
2.11
CONDUCT OF BUSINESS
11
2.12
VOTING
11
2.13
STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
12
2.14
RECORD DATE FOR STOCKHOLDER NOTICE; VOTING
12
2.15
PROXIES
12
2.16
LIST OF STOCKHOLDERS ENTITLED TO VOTE
13
2.17
POSTPONEMENT AND CANCELLATION OF MEETING
13
2.18
INSPECTORS OF ELECTION
13
ARTICLE III - DIRECTORS
13
3.1
POWERS
13
3.2
NUMBER OF DIRECTORS
13
3.3
ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
13
3.4
RESIGNATION AND VACANCIES
14
3.5
PLACE OF MEETINGS; MEETINGS BY TELEPHONE
14
3.6
REGULAR MEETINGS
14
3.7
SPECIAL MEETINGS; NOTICE
14
3.8
QUORUM
15
3.9
BOARD ACTION BY CONSENT WITHOUT A MEETING
15
3.10
FEES AND COMPENSATION OF DIRECTORS
15
3.11
REMOVAL OF DIRECTORS
15
ARTICLE IV - COMMITTEES
15
4.1
COMMITTEES OF DIRECTORS
15
4.2
COMMITTEE MINUTES
15
4.3
MEETINGS AND ACTION OF COMMITTEES
16
-2-
TABLE
OF CONTENTS
(continued)
Page
ARTICLE V - OFFICERS
16
5.1
OFFICERS
16
5.2
APPOINTMENT OF OFFICERS
16
5.3
SUBORDINATE OFFICERS
16
5.4
REMOVAL AND RESIGNATION OF OFFICERS
16
5.5
VACANCIES IN OFFICES
17
5.6
REPRESENTATION OF SHARES OF OTHER CORPORATIONS
17
5.7
AUTHORITY AND DUTIES OF OFFICERS
17
ARTICLE VI - RECORDS AND REPORTS
17
6.1
MAINTENANCE OF RECORDS
17
ARTICLE VII - GENERAL MATTERS
17
7.1
EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
17
7.2
CERTIFICATED AND UNCERTIFICATED STOCK; PARTLY PAID
SHARES
17
7.3
SPECIAL DESIGNATION ON CERTIFICATES
18
7.4
LOST CERTIFICATES
18
7.5
CONSTRUCTION; DEFINITIONS
18
7.6
DIVIDENDS
18
7.7
FISCAL YEAR
18
7.8
SEAL
18
7.9
TRANSFER OF STOCK
19
7.10
STOCK TRANSFER AGREEMENTS
19
7.11
REGISTERED STOCKHOLDERS
19
7.12
WAIVER OF NOTICE
19
ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION
19
8.1
NOTICE BY ELECTRONIC TRANSMISSION
19
8.2
DEFINITION OF ELECTRONIC TRANSMISSION
20
ARTICLE IX - INDEMNIFICATION
20
9.1
INDEMNIFICATION OF DIRECTORS AND OFFICERS
20
9.2
INDEMNIFICATION OF OTHERS
20
9.3
PREPAYMENT OF EXPENSES
21
9.4
DETERMINATION; CLAIM
21
9.5
NON-EXCLUSIVITY OF RIGHTS
21
9.6
INSURANCE
21
9.7
OTHER INDEMNIFICATION
21
9.8
AMENDMENT OR REPEAL; INTERPRETATION
21
9.9
DEFINITIONS
22
ARTICLE X - AMENDMENTS
22
-3-
AMENDED
AND RESTATED BYLAWS
OF
Quantum
X Labs Inc.
ARTICLE
I - CORPORATE OFFICES
1.1
REGISTERED OFFICE.
The
registered office of Quantum X Labs Inc. (the “Corporation”) in the State of Delaware, and the name of its registered
agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may be amended and/or
restated from time to time (the “Certificate of Incorporation”).
1.2
OTHER OFFICES.
The
Corporation’s board of directors (the “Board”) may at any time establish other offices at any place or places
where the Corporation is qualified to do business.
ARTICLE
II - MEETINGS OF STOCKHOLDERS
2.1
PLACE OF MEETINGS.
Meetings
of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board. The Board 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.
2.2
ANNUAL MEETING.
The
Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business
properly brought before the meeting in accordance with Section 2.4 of these bylaws may be transacted.
2.3
SPECIAL MEETING.
A
special meeting of the stockholders may be called at any time by the Board, chairperson of the Board, chief executive officer or president
(in the absence of a chief executive officer), but such special meetings may not be called by any other person or persons.
No
business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained
in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called
by action of the Board may be held.
-4-
2.4
ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING.
(a)
At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.
To be properly brought before an annual meeting, business must be (i) specified in a notice of meeting given by or at the direction of
the Board, (ii) if not specified in a notice of meeting, otherwise brought before the meeting by the Board or the chairperson of the
Board or (iii) otherwise properly brought before the meeting by a stockholder present in person who (A) (1) was a record owner of shares
of the Corporation both at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (2) is entitled
to vote at the meeting, and (3) has complied with this Section 2.4 in all applicable respects or (B) properly made such proposal in accordance
with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive
of such rules and regulations, the “Exchange Act”). The foregoing clause (iii) shall be the exclusive means for a
stockholder to propose business to be brought before an annual meeting of the stockholders. The only matters that may be brought before
a special meeting are the matters specified in the notice of meeting given by or at the direction of the person calling the meeting pursuant
to Section 2.3, and stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders.
For purposes of this Section 2.4, “present in person” shall mean that the stockholder proposing that the business be brought
before the annual meeting of the Corporation, or a qualified representative of such proposing stockholder, appear at such annual meeting.
A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager or partner of such
stockholder or any other person authorized by a writing 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 writing or electronic
transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Stockholders seeking
to nominate persons for election to the Board must comply with Section 2.5 and this Section 2.4 shall not be applicable to nominations
except as expressly provided in Section 2.5 of these bylaws.
(b)
Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide
Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii) provide any updates
or supplements to such notice at the times and in the forms required by this Section 2.4. To be timely, a stockholder’s notice
must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor
more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided,
however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary
date, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the ninetieth (90th)
day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date
of such annual meeting was first made by the Corporation (such notice within such time periods, “Timely Notice”).
In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the
giving of Timely Notice as described above.
(c)
To be in proper form for purposes of this Section 2.4, a stockholder’s notice to the secretary of the Corporation shall set forth:
(i)
As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name
and address that appear on the Corporation’s books and records); and (B) the class or series and number of shares of the Corporation
that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by
such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or
series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future (the
disclosures to be made pursuant to the foregoing clauses (A) and (B) are referred to as “Stockholder Information”);
(ii)
As to each Proposing Person, (A) the full notional amount of any securities that, directly or indirectly, underlie any
“derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent
position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”) and
that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of shares
of the Corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative
security” shall also include any security or instrument that would not otherwise constitute a “derivative security”
as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming
determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of
securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument
is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying
the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the
Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities
that underlie a Synthetic Equity Position held by such Proposing Person as a hedge with respect to a bona fide derivatives trade or position
of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer, (B) any material
pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or
any of its officers or directors, or any affiliate of the Corporation, (C) any other material relationship between such Proposing Person,
on the one hand, and the Corporation, any affiliate of the Corporation, on the other hand, (D) any direct or indirect material interest
in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including, in
any such case, any employment agreement, collective bargaining agreement or consulting agreement), (E) a representation that such Proposing
Person intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage
of the Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies from stockholders
in support of such proposal and (F) any other information relating to such Proposing Person 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 (F) are referred to as “Disclosable Interests”); provided,
however, that Disclosable 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
directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner; and
-5-
(iii)
As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a brief description of the business
desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest
in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed for
consideration and in the event that such business includes a proposal to amend the bylaws, the language of the proposed amendment), and
(C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons
or (y) between or among any Proposing Person and any other person or entity (including their names) in connection with the proposal of
such business by such stockholder; and (D) 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; provided, however, that the disclosures
required by this paragraph (iii) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company
or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required
by these bylaws on behalf of a beneficial owner.
For
purposes of this Section 2.4, the term “Proposing Person” shall mean (i) the stockholder providing the notice
of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf
the notice of the business proposed to be brought before the annual meeting is made, and (iii) any participant (as defined in paragraphs
(a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.
(d)
A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting,
if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and
correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior
to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received
by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for
stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and
not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof
(and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the
case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement
thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of
these bylaws 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 to submit any new proposal, including by changing or adding matters, business or resolutions proposed
to be brought before a meeting of the stockholders.
-6-
(e)
Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought
before the meeting in accordance with this Section 2.4. The presiding officer of the meeting shall, if the facts warrant, determine that
the business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine, he
or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
(f)
This Section 2.4 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other
than any proposal made in accordance with Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement.
In addition to the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each
Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this
Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement
pursuant to Rule 14a-8 under the Exchange Act.
(g)
For purposes of these bylaws, “public disclosure” shall mean disclosure in a press release reported by a national
news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13,
14 or 15(d) of the Exchange Act.
2.5
ADVANCE NOTICE PROCEDURES FOR NOMINATIONS OF DIRECTORS.
(a)
Nominations of any person for election to the Board at an annual meeting or at a special meeting (but only if the election of directors
is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at
such meeting only (i) by or at the direction of the Board, including by any committee or persons authorized to do so by the Board or
these bylaws, or (ii) by a stockholder present in person (A) who was a record owner of shares of the Corporation both at the time of
giving the notice provided for in this Section 2.5 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) has
complied with this Section 2.5 as to such notice and nomination. For purposes of this Section 2.5, “present in person”
shall mean that the stockholder proposing that the business be brought before the meeting of the Corporation, or a qualified representative
of such stockholder, appear at such meeting. A “qualified representative” of such proposing stockholder shall be a
duly authorized officer, manager or partner of such stockholder or any other person authorized by a writing 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 writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at
the meeting of stockholders. The foregoing clause (ii) shall be the exclusive means for a stockholder to make any nomination of a person
or persons for election to the Board at an annual meeting or special meeting.
(b)
(i) Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting,
the stockholder must (1) provide Timely Notice (as defined in Section 2.4(b) of these bylaws) thereof in writing and in proper form to
the secretary of the Corporation, (2) provide the information, agreements and questionnaires with respect to such stockholder and its
candidate for nomination as required to be set forth by this Section 2.5 and (3) provide any updates or supplements to such notice at
the times and in the forms required by this Section 2.5.
(ii)
Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the
person calling a special meeting, then for a stockholder to make any nomination of a person or persons for election to the Board at a
special meeting, the stockholder must (i) provide timely notice thereof in writing and in proper form to the secretary of the Corporation
at the principal executive offices of the Corporation, (ii) provide the information with respect to such stockholder and its candidate
for nomination as required by this Section 2.5 and (iii) provide any updates or supplements to such notice at the times and in the forms
required by this Section 2.5. To be timely, a stockholder’s notice for nominations to be made at a special meeting must be delivered
to, or mailed and received at, the principal executive offices of the Corporation not earlier than the one hundred twentieth (120th)
day prior to such special meeting and not later than the ninetieth (90th) day prior to such special meeting or, if later,
the tenth (10th) day following the day on which public disclosure (as defined in Section 2.4(g) of these bylaws) of the date
of such special meeting was first made.
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(iii)
In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new
time period for the giving of a stockholder’s notice as described above.
(iv)
In no event may a Nominating Person provide Timely Notice with respect to a greater number of director candidates than are subject to
election by stockholders at the applicable meeting. If the Corporation shall, subsequent to such notice, increase the number of directors
subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (i) the conclusion of the
time period for Timely Notice, (ii) the date set forth in Section 2.5(b)(ii) or (iii) the tenth day following the date of public disclosure
(as defined in Section 2.4(g) of these bylaws) of such increase.
(c)
To be in proper form for purposes of this Section 2.5, a stockholder’s notice to the secretary of the Corporation shall set forth:
(i)
As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(c)(i) of these bylaws) except
that for purposes of this Section 2.5, the term “Nominating Person” shall be substituted for the term “Proposing Person”
in all places it appears in Section 2.4(c)(i);
(ii)
As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(c)(ii), except that for purposes of this Section 2.5
the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in
Section 2.4(c)(ii) and the disclosure with respect to the business to be brought before the meeting in Section 2.4(c)(ii) shall be made
with respect to the election of directors at the meeting); and
(iii)
As to each candidate whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such
candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 if such
candidate for nomination were a Nominating Person, (B) all information relating to such candidate for nomination that is required to
be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors
in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named
in the proxy statement as a nominee and to serving as a director if elected), (C) a description of any direct or indirect material interest
in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or his
or her respective associates or any other participants in such solicitation, on the other hand, including, without limitation, all information
that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant”
for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant (the disclosures to
be made pursuant to the foregoing clauses (A) through (C) are referred to as “Nominee Information”) and (D) a completed
and signed questionnaire, representation and agreement as provided in Section 2.5(g).
For
purposes of this Section 2.5, the term “Nominating Person” shall mean (i) the stockholder providing the notice of
the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the
notice of the nomination proposed to be made at the meeting is made and (iii) any other participant in such solicitation.
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(d)
A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if
necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and
correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior
to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received
by, the secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after
the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of
such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or
postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned
or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any
adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph
or any other section of these bylaws 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 nomination or to submit any new nomination.
(e)
In addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating
Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.
2.6
Additional Requirements For Valid Nomination of Candidates to Serve as Director and, If Elected, to Be Seated as Directors.
(a)
To be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be nominated
in the manner prescribed in Section 2.5 and the candidate for nomination, whether nominated by the Board of Directors or by a stockholder
of record, must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given
by or on behalf of the Board of Directors), to the Secretary at the principal executive offices of the Corporation, (i) a completed written
questionnaire (in a form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence
of such proposed nominee, and such additional information with respect to such proposed nominee as would be required to be provided by
the Company pursuant to Schedule 14A if such proposed nominee were a participant in the solicitation of proxies by the Company in connection
with such annual or special meeting and (ii) a written representation and agreement (in form provided by the Corporation) that such candidate
for nomination (A) is not and, if elected as a director during his or her term of office, will not become a party to (1) any agreement,
arrangement or understanding with, and has not given and will not give any commitment or assurance to, 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”)
or (2) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director
of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (B) 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 or reimbursement for service as a director that has not been disclosed to the Corporation, and (C) if elected as
a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership
and trading and other policies and guidelines of the Corporation applicable to directors and in effect during such person’s term
in office as a director (and, if requested by any candidate for nomination, the Secretary of the Corporation shall provide to such candidate
for nomination all such policies and guidelines then in effect), and (D) if elected as director of the Corporation, intends to serve
the entire term until the next meeting at which such candidate would face re-election.
(b)
The Board of Directors may also require any proposed candidate for nomination as a Director to furnish such other information as may
reasonably be requested by the Board of Directors in writing prior to the meeting of stockholders at which such candidate’s nomination
is to be acted upon in order for the Board of Directors to determine the eligibility of such candidate for nomination to be an independent
director of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines.
(c)
A candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Section 2.6, if
necessary, so that the information provided or required to be provided pursuant to this Section 2.6 shall be true and correct as of the
record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or
any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary
at the principal executive offices of the Corporation (or any other office specified by the Corporation in any public announcement) not
later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and
supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting
or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date
to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business
days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement
as set forth in this paragraph or any other Section of these bylaws 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 to submit any new proposal, including by changing or
adding nominees, matters, business or resolutions proposed to be brought before a meeting of the stockholders.
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(d)
No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating
Person seeking to place such candidate’s name in nomination has complied with Section 2.3, as applicable. The presiding officer
at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with Section 2, and if he
or she should so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be disregarded
and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the
ballots cast for the nominee in question) shall be void and of no force or effect.
(e)
Notwithstanding anything in these bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of
the Corporation unless nominated and elected in accordance with Section 2.
2.7
NOTICE OF STOCKHOLDERS’ MEETINGS.
Unless
otherwise provided by law, the Certificate of Incorporation or these bylaws, the notice of any meeting of stockholders shall be sent
or otherwise given in accordance with either Section 2.8 or Section 8.1 of these bylaws not less than ten (10) nor more than sixty (60)
days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any,
date and hour of the meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different
from the record date for stockholders entitled to notice of the meeting), the means of remote communication, if any, by which stockholders
and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose
or purposes for which the meeting is called.
2.8
MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
Notice
of any meeting of stockholders shall be deemed given:
(a)
if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address
as it appears on the Corporation’s records; or
(b)
if electronically transmitted, as provided in Section 8.1 of these bylaws.
An
affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or any other agent of the Corporation
that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.
2.9
QUORUM.
Unless
otherwise provided by law, the Certificate of Incorporation or these bylaws, the holders of at least thirty-three and one-third percent
(33 1/3 %) in voting power of the capital stock issued and outstanding and entitled to vote, present in person, or by remote communication,
if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders.
A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however,
a quorum is not present or represented at any meeting of the stockholders, then either (a) the chairperson of the meeting or (b) a majority
in voting power of the stockholders entitled to vote thereon, present in person, or by remote communication, if applicable, or represented
by proxy, shall have the power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a
quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted
that might have been transacted at the meeting as originally noticed.
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2.10
ADJOURNED MEETING; NOTICE.
When
a meeting is adjourned to another time or place, unless these bylaws otherwise require, 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 announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date for determining the stockholders entitled to vote is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned
meeting as of the record date for determining the stockholders entitled to notice of the adjourned meeting.
2.11
CONDUCT OF BUSINESS.
The
date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the
conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for
any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures (which need not be in writing)
and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board or prescribed by the presiding person of the meeting, may include, without limitation,
the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order
at the meeting and the safety of those present (including, without limitation, rules and procedures for removal of disruptive persons
from the meeting); (c) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting,
their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (d) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments
by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate
to the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation
of any of the rules, regulations or procedures of the meeting, whether adopted by the Board or prescribed by the person presiding over
the meeting), shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before
the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter
or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the
Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules
of parliamentary procedure.
2.12
VOTING.
The
stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.13 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.
Except
as may be otherwise provided in the Certificate of Incorporation or these bylaws, each stockholder shall be entitled to one (1) vote
for each share of capital stock held by such stockholder.
Except
as otherwise provided by the Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum
is present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise
provided by the Certificate of Incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the Corporation,
or applicable law or pursuant to any regulation applicable to the Corporation or its securities, all other elections and questions presented
to the stockholders at a duly called or convened meeting at which a quorum is present shall be decided by the affirmative vote of the
holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions and broker non votes) by the
holders entitled to vote on such election or question.
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2.13
STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Unless
otherwise prohibited under exchange rules, and for so long as the Corporation’s common stock is not approved for listing on the
Nasdaq Stock Market LLC, any action required or permitted to be taken by the stockholders of the Corporation, may be taken without a
meeting if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed by stockholders representing
a majority of shares entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect
as a unanimous vote of the stockholders. The consent may be in more than one counterpart so long as each stockholder signs one of the
counterparts. The signed consent, or a signed copy shall be filed with the minute book. 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.
Upon
the underwritten public offering of common stock resulting in the approval for listing of its common stock on the Nasdaq Stock Market
LLC, action required or permitted to be taken by the stockholders of the Corporation, must be effected at a duly called annual or special
meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.
2.14
RECORD DATE FOR STOCKHOLDER NOTICE; VOTING.
In
order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof,
the Board 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, and which record date shall, unless otherwise required by law, not be more than sixty (60) days nor less than ten (10)
days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders
entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the
date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding
the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting
is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote
at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting
the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned
meeting.
In
order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment
of any rights, or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board may fix a record date, which shall not be more than sixty (60) days prior to such action.
If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto.
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.
2.15
PROXIES.
Each
stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy
authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the
meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.
The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the
DGCL. A proxy may be in the form of a telegram, cablegram or other means of electronic transmission which sets forth or is submitted
with information from which it can be determined that the telegram, cablegram or other means of electronic transmission was authorized
by the stockholder.
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2.16
LIST OF STOCKHOLDERS ENTITLED TO VOTE.
The
officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining
the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders
entitled to vote as of the tenth day before the date of 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. The Corporation shall not be required to include electronic
mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic
network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b)
during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to
make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available
only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to
be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole
time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided
with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to the identity of
the stockholders entitled to vote in person or by proxy and the number of shares held by each of them, and as to the stockholders entitled
to examine the list of stockholders.
2.17
POSTPONEMENT AND CANCELLATION OF MEETING.
Any
previously scheduled annual or special meeting of the stockholders may be postponed, and any previously scheduled annual or special meeting
of the stockholders may be canceled, by resolution of the Board upon public notice given prior to the time previously scheduled for such
meeting.
2.18
INSPECTORS OF ELECTION.
Before
any meeting of stockholders, the Board shall appoint an inspector or inspectors of election to act at the meeting or its adjournment
or postponement and make a written report thereof. The number of inspectors shall be either one (1) or three (3). If any person appointed
as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder
or a stockholder’s proxy shall, appoint a person to fill that vacancy. Unless otherwise required by law, inspectors may be officers,
employees or agents of the Corporation. Such inspectors shall have the duties prescribed by law and shall take charge of the polls and,
when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.
The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as
is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects
as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the
facts stated therein.
ARTICLE
III – DIRECTORS
3.1
POWERS.
Subject
to the provisions of the DGCL and any limitations in the Certificate of Incorporation relating to action required to be approved by the
stockholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall
be exercised by or under the direction of the Board.
3.2
NUMBER OF DIRECTORS.
The
authorized number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of
at least one (1) member. No reduction of the authorized number of directors shall have the effect of removing any director before that
director’s term of office expires.
3.3
ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.
Except
as provided in Section 3.4 of these bylaws, each director, including, without limitation, a director elected to fill a vacancy or newly
created directorships, shall hold office until the expiration of the term of the class, if any, for which elected and until such director’s
successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders
unless so required by the Certificate of Incorporation or these bylaws. The Certificate of Incorporation or these bylaws may prescribe
other qualifications for directors.
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If
so provided in the Certificate of Incorporation, the directors of the Corporation shall be divided into three (3) classes.
3.4
RESIGNATION AND VACANCIES.
Any
director may resign at any time upon notice given in writing or by electronic transmission to the Corporation at its principal office
or to the chairperson of the Board, the chief executive officer, the president or the secretary. The registration shall take effect at
the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time of
its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event
to occur on a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director
so chosen shall hold office as provided in this section in the filling of other vacancies.
Unless
otherwise provided in the Certificate of Incorporation or these bylaws, vacancies and newly created directorships resulting from any
increase in the authorized number of directors shall, unless the Board determines by resolution that any such vacancies or newly created
directorships shall be filled by stockholders, be filled only by a majority of the directors then in office, although less than a quorum,
or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the remainder of
the full term of the class, if any, of the director for which the vacancy was created or occurred and until such director’s successor
shall have been elected and qualified. A vacancy in the Board shall be deemed to exist under these bylaws in the case of the death, removal
or resignation of any director.
3.5
PLACE OF MEETINGS; MEETINGS BY TELEPHONE.
The
Board may hold meetings, both regular and special, either within or outside the State of Delaware.
Unless
otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board, or any committee designated by the Board,
may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall
constitute presence in person at the meeting.
3.6
REGULAR MEETINGS.
Regular
meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board;
provided that any director who is absent when such determination is made shall be given notice of the determination. A regular
meeting of the Board may be held without notice immediately after and at the same place as the annual meeting of stockholders.
3.7
SPECIAL MEETINGS; NOTICE.
Special
meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer,
the president, the secretary or a majority of the authorized number of directors.
Notice
of the time and place of special meetings shall be:
(a)
delivered personally by hand, by courier or by telephone;
(b)
sent by United States first-class mail, postage prepaid;
(c)
sent by facsimile or electronic mail; or
(d)
sent by other means of electronic transmission,
directed
to each director at that director’s address, telephone number, facsimile number or electronic mail address, or other address for
electronic transmission, as the case may be, as shown on the Corporation’s records.
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If
the notice is (a) delivered personally by hand, by courier or by telephone, (b) sent by facsimile or (c) sent by electronic mail, it
shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by United
States mail, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. Any
oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at
the Corporation’s principal executive office) nor the purpose of the meeting.
3.8
QUORUM.
At
any meeting of the Board, a majority of the total number of directors shall constitute a quorum for the transaction of business. The
vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may
be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting
of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present.
3.9
BOARD ACTION BY CONSENT WITHOUT A MEETING.
Unless
otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting
of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are
filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in electronic form.
3.10
FEES AND COMPENSATION OF DIRECTORS.
Unless
otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation,
including fees and reimbursement of expenses, of directors.
3.11
REMOVAL OF DIRECTORS.
Subject
to the rights of the holders of the shares of any series of Preferred Stock, the Board or any individual director may be removed from
office only for cause and only by the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares
of capital stock of the Corporation entitled to vote thereon.
ARTICLE
IV – COMMITTEES
4.1
COMMITTEES OF DIRECTORS.
The
Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The
Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member
at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present
at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum,may unanimously appoint another
member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management
of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require
it; but no such committee shall have the power or authority to (a) approve or adopt, or recommend to the stockholders, any action or
matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval,
or (b) adopt, amend or repeal any bylaw of the Corporation.
4.2
COMMITTEE MINUTES.
Each
committee shall keep regular minutes of its meetings and report the same to the Board when required.
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4.3
MEETINGS AND ACTION OF COMMITTEES.
Meetings
and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(a)
Section 3.5 of these bylaws (place of meetings and meetings by telephone);
(b)
Section 3.6 of these bylaws (regular meetings);
(c)
Section 3.7 of these bylaws (special meetings and notice);
(d)
Section 3.8 of these bylaws (quorum);
(e)
Section 3.9 of these bylaws (action without a meeting); and
(f)
Section 7.12 of these bylaws (waiver of notice),
with
such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members.
However:
(i)
the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(ii)
special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
(iii)
the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee
pursuant to this Section 4.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable
law.
ARTICLE
V - OFFICERS
5.1
OFFICERS.
The
officers of the Corporation shall include a president and a secretary. The Corporation may also have, at the discretion of the Board,
a chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer or treasurer, one (1)
or more vice presidents, one (1) or more assistant vice presidents, one (1) or more assistant treasurers, one (1) or more assistant secretaries,
and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held
by the same person.
5.2
APPOINTMENT OF OFFICERS.
The
Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section
5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment.
5.3
SUBORDINATE OFFICERS.
The
Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint,
such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for
such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.
5.4
REMOVAL AND RESIGNATION OF OFFICERS.
Subject
to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the
Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom
such power of removal may be conferred by the Board.
Any
officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt
of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance
of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party.
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5.5
VACANCIES IN OFFICES.
Any
vacancy occurring in any office of the Corporation shall be filled by the Board or as provided in Section 5.3 of these bylaws.
5.6
REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The
chairperson of the Board, the chief executive officer, the president, any vice president, the treasurer, the secretary or assistant secretary
of this Corporation, or any other person authorized by the Board or the chief executive officer 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.
5.7
AUTHORITY AND DUTIES OF OFFICERS.
All
officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation
as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board.
ARTICLE
VI - RECORDS AND REPORTS
6.1
MAINTENANCE OF RECORDS.
The
Corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its
stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as
amended to date, accounting books and other records.
ARTICLE
VII - GENERAL MATTERS
7.1
EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.
The
Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose
or for any amount.
7.2
CERTIFICATED AND UNCERTIFICATED STOCK; PARTLY PAID SHARES.
The
shares of the Corporation shall be represented by certificates or shall be uncertificated. The Corporation may adopt a system of issuance,
recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the
use of such system by the Corporation is permitted in accordance with applicable law. Certificates for the shares of stock, if any, shall
be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock represented by a certificate
shall be entitled to have a certificate signed by, or in the name of the Corporation by the chairperson or vice-chairperson of the Board,
or the president or vice president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the
Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be
a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate
has 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 were such officer, transfer agent or registrar at the date of issue.
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The
Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to
be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books
and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor
and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare
a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.
7.3
SPECIAL DESIGNATION ON CERTIFICATES.
If
the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations,
the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate
that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise
provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate
that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge
to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or
rights.
7.4
LOST CERTIFICATES.
Except
as provided in this Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the
latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated
shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation
may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation
a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of such new certificate or uncertificated shares.
7.5
CONSTRUCTION; DEFINITIONS.
Unless
the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction
of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes
the singular, and the term “person” includes both a corporation and a natural person.
7.6
DIVIDENDS.
The
Board, subject to any restrictions contained in either (a) the DGCL or (b) the Certificate of Incorporation, may declare and pay dividends
upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.
The
Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and
may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property
of the Corporation, and meeting contingencies.
7.7
FISCAL YEAR.
The
fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.
7.8
SEAL.
The
Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate
seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
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7.9
TRANSFER OF STOCK.
Shares
of the Corporation shall be transferable in the manner prescribed by law and in these bylaws. Shares of stock of the Corporation shall
be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized
in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate
person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity
of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied
by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any purpose until it shall
have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred.
7.10
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.
7.11
REGISTERED STOCKHOLDERS.
The
Corporation:
(a)
shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and
to vote as such owner;
(b)
shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and
(c)
shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether
or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
7.12
WAIVER OF NOTICE.
Whenever
notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver, signed
by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute
a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of
the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver
by electronic transmission unless so required by the Certificate of Incorporation or these bylaws.
ARTICLE
VIII - NOTICE BY ELECTRONIC TRANSMISSION
8.1
NOTICE BY ELECTRONIC TRANSMISSION.
Without
limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the Certificate of Incorporation
or these bylaws, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation
or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is
given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed
revoked if:
(a)
the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with
such consent; and
(b)
such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent, or other person
responsible for the giving of notice.
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However,
the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
Any
notice given pursuant to the preceding paragraph shall be deemed given:
(a)
if
by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;
(b)
if
by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;
(c)
if
by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of
(i) such posting and (ii) the giving of such separate notice; and
(d)
if
by any other form of electronic transmission, when directed to the stockholder.
An
affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or other agent of the Corporation that
the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated
therein.
8.2
DEFINITION OF ELECTRONIC TRANSMISSION.
For
the purposes of these bylaws, an “electronic transmission” means any form of communication, not directly involving the physical
transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more
distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof,
and that may be directly reproduced in paper form by such a recipient through an automated process.
ARTICLE
IX – INDEMNIFICATION
9.1
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The
Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be
amended, any director or officer of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason
of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation
or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service
with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments,
fines ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such person in connection with any such
Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 9.4, the Corporation shall be required to
indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized in the specific case
by the Board.
9.2
INDEMNIFICATION OF OTHERS.
The
Corporation shall have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists
or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise
involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was
an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any
such Proceeding.
-20-
9.3
PREPAYMENT OF EXPENSES.
The
Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred
by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, in defending
any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses
in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts
advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.
9.4
DETERMINATION; CLAIM.
If
a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty
(60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days, after a written
claim therefor has been received by the Corporation the claimant may thereafter (but not before) file suit to recover the unpaid amount
of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest
extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the
requested indemnification or payment of expenses under applicable law.
9.5
NON-EXCLUSIVITY OF RIGHTS.
The
rights conferred on any person by this Article IX shall not be exclusive of any other rights which such person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.
9.6
INSURANCE.
The
Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him
or her against such liability under the provisions of the DGCL.
9.7
OTHER INDEMNIFICATION.
The
Corporation’s obligation, if any, to indemnify or advance expenses to any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced
by any amount such person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture,
trust, enterprise or non-profit enterprise.
9.8
AMENDMENT OR REPEAL; INTERPRETATION.
The
provisions of this Article IX shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual
who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these bylaws), in consideration
of such person’s performance of such services, and pursuant to this Article IX the Corporation intends to be legally bound to each
such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation,
the rights conferred under this Article IX are present contractual rights and such rights are fully vested, and shall be deemed to have
vested fully, immediately upon adoption of theses bylaws. With respect to any directors or officers of the Corporation who commence service
following adoption of these bylaws, the rights conferred under this provision shall be present contractual rights and such rights shall
fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer
of the Corporation. Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or
protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or
(ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect
prior to the time of such repeal or modification.
-21-
Any
reference to an officer of the Corporation in this Article IX shall be deemed to refer exclusively to the chairperson of the Board, a
vice chairperson of the Board, a chief executive officer, a chief financial officer, a treasurer appointed pursuant to Article V of these
bylaws, and to any vice president, assistant secretary, assistant treasurer, or other officer of the Corporation appointed by (x) the
Board pursuant to Article V of these bylaws or (y) an officer to whom the Board has delegated the power to appoint officers pursuant
to Article V of these bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors (or equivalent governing
body) of such other entity pursuant to the Certificate of Incorporation and bylaws (or equivalent organizational documents) of such other
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an
employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise has been given or has used the title of “vice president” or any other title that could be construed to suggest
or imply that such person is or may be an officer of the Corporation or of such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, an officer of
the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes
of this Article IX.
9.9
DEFINITIONS.
Terms
used in this Article IX and defined in Section 145(h) and Section 145(i) of the DGCL shall have the respective meanings assigned to such
terms in such Section 145(h) and Section 145(i).
ARTICLE
X - AMENDMENTS.
The
Board is expressly empowered to adopt, amend or repeal the bylaws of the Corporation. The stockholders also shall have power to adopt,
amend or repeal the bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class
or series of stock of the Corporation required by law or by the Certificate of Incorporation, such action by stockholders shall require
the affirmative vote of the holders of at least two-thirds (2/3) in voting power of the outstanding shares of capital stock of the Corporation
entitled to vote thereon.
Quantum
X Labs Inc.
Certificate
of Amendment and Restatement of Bylaws
The
undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of Quantum X Labs Inc., a Delaware corporation
(the “Corporation”), and that the foregoing bylaws are effective as of April 30, 2026 by the Corporation’s board
of directors.
IN
WITNESS WHEREOF, the undersigned has hereunto set his hand this 29th day of April, 2026.
/s/ Amihay Hadad
Amihay Hadad
Chief Executive Officer
-22-
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 4
Exhibit 99.1
After
Successful Acquisition: Quantum X Labs Commences Trading Under New Name and New Nasdaq Ticker Symbol “QXL” Today
Tel
Aviv, Israel, April 30, 2026, (GLOBE NEWSWIRE) — Quantum X Labs Inc. (Nasdaq: QXL) (“Quantum X” or the “Company”),
an advanced technologies company (formerly known as Viewbix Inc. (Nasdaq: VBIX)), to commence trading today under new name and new Nasdaq
symbol, following a comprehensive corporate rebranding.
The
rebranding represents the Company’s evolution toward a leading company that develops and owns quantum computing technology as well
as a quantum error correction solution, quantum simulations and quantum sensing technologies, while continuing its legacy digital advertising
activities as a business segment.
The
new name and brand aim to position Quantum X Labs as a leading company to research, develop, and potentially commercialize innovative
quantum solutions across key sectors, including navigation, precision timing, quantum algorithms, quantum error correction, drug discovery,
biomedicine, nuclear simulation, transportation, and quantum cyber security. At the heart of this evolution is the Company’s wholly-owned
subsidiary, Quantum X Labs Ltd., which the Company acquired in March 2026. This subsidiary operates as a dynamic quantum technology company
that hires top quantum experts with a robust proprietary intellectual property portfolio, including a pioneering pending patent for AI-Quantum
Error Correction and an active ecosystem of portfolio companies advancing breakthrough quantum applications.
Quantum
X Labs Ltd.’s portfolio companies include:
Quantum
Gyro: developing quantum-based gyroscope chip technology for unjammable, high-precision navigation systems designed to operate in GPS-denied
environments. Quantum Gyro is a 40%-owned subsidiary of Quantum X Labs Ltd.
Quantum
Atom Accuracy: advancing next-generation atomic clocks based on novel light-modulation schemes to deliver ultra-high accuracy, robustness,
and enhanced coherence for precision timing solutions. Quantum Atom Accuracy is a wholly-owned subsidiary of Nuclear Quantum.
Nuclear
Quantum: progressing quantum-powered simulation algorithms targeted at nuclear and engineering industries, with recent milestones moving
toward commercial engagement with leading simulation providers. Nuclear Quantum is a 40%-owned subsidiary of Quantum X Labs.
QunatumQ
Security: working on protecting assets by using quantum based cyber security. QuantumQ Security is a wholly-owned subsidiary of Quantum
Gyro.
Quantum
Transportation: developing transformer-based quantum decoder technology for advanced quantum error correction, including cloud-deployed
neural decoders and IP licensing from Ramot at Tel Aviv University, with applications in transportation and secure systems. Quantum Transportation
is a 30%-owned subsidiary of Quantum X Labs.
CliniQuantum:
applying quantum-enhanced methods (such as Markov Chain Monte Carlo) to drug discovery, clinical trial optimization, logistics, biomedicine,
and security sectors. CliniQuantum is a 46%-owned subsidiary of Quantum X Labs.
This
rebranding builds on a series of technical milestones achieved by its portfolio companies in recent months, including patent filings,
prototype breakthroughs in quantum gyroscopes and atomic clocks, and progress in quantum simulation and error-correction algorithms.
While
advancing its quantum innovation, the Company will continue to support its legacy business of digital advertising and AI-driven computing
solutions, through its subsidiaries Gix Media Ltd. and Metagramm Software Ltd., which complement its expanding quantum portfolio.
Quantum
X Labs Inc.
Quantum
X Labs Inc. and its subsidiaries are focused on quantum technology, digital advertising and computing and enterprise artificial intelligence
(AI) solutions. Quantum X Labs Ltd. is focused on developing and promoting quantum algorithms for the transportation, drug discovery
and security segments as well as developing quantum- based GPS replacement and quantum atom accuracy solutions. Gix Media develops a
variety of technological software solutions, which perform automation, optimization and monetization of internet campaigns, for the purposes
of acquiring and routing internet user traffic to its customers. Metagramm is a developer of grammatical error correction software and
offers tools for writing and reviewing, grammar, spelling, punctuation and style features, as well as translation and multilingual dictionaries,
using artificial intelligence and machine learning technology.
For
more information about Quantum X Labs, visit https://quantumxlabs.xyz/
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such
words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses
the Company’s future plans, strategies and expectations, including the research, development, and potential commercialization of
innovative quantum solutions across key sectors, including computing technologies, navigation, precision timing, quantum algorithms,
error correction, drug discovery, biomedicine, nuclear simulation, transportation, and quantum cyber security. Because such statements
deal with future events and are based on Quantum X Labs’s current expectations, they are subject to various risks and uncertainties,
and actual results, performance or achievements could differ materially from those described in or implied by the statements in this
press release.
The
forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed
in any filings with the SEC. Except as otherwise required by law, Quantum X Labs undertakes no obligation to publicly release any revisions
to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated
events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated
by reference into this press release. Quantum X Labs is not responsible for the contents of third-party websites.
Investor
Relations Contacts:
Michal
Efraty
Investor
Relations
michal@efraty.com
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