Form 8-K

8-K — Aeluma, Inc.

Accession: 0001213900-26-105210

Filed: 2026-09-30

Period: 2026-09-29

CIK: 0001828805

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — ea0307078-8k_aeluma.htm (Primary)

EX-3.1 — AMENDED AND RESTATED BYLAWS OF AELUMA, INC (ea030707801ex3-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0307078-8k_aeluma.htm · Sequence: 1

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0001828805

2026-09-29

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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): September

29, 2026

Aeluma, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-42570

85-2807351

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

27 Castilian Drive

Goleta, California

93117

(Address of principal executive offices)

(Zip Code)

805-351-2707

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

ALMU

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

On September 29, 2026, the Board of Directors

(the “Board”) of Aeluma, Inc. (the “Company”) approved and adopted an amendment and restatement

of the Company’s bylaws (the “Amended and Restated Bylaws”) to reduce the quorum necessary to hold a meeting

of stockholders from a majority to one-third (1/3) of the voting power of the capital stock of the Company issued and outstanding and

entitled to vote.

The foregoing description is qualified by the

full text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein

by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Exhibit

3.1

Amended and Restated Bylaws of Aeluma, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AELUMA, INC.

Date: September 30, 2026

By:

/s/ Christopher Stewart

Christopher Stewart

Chief Financial Officer

EX-3.1 — AMENDED AND RESTATED BYLAWS OF AELUMA, INC

EX-3.1

Filename: ea030707801ex3-1.htm · Sequence: 2

Exhibit 3.1

AMENDED AND RESTATED BYLAWS OF

AELUMA, INC.

(effective as of September 29, 2026)

TABLE OF CONTENTS

Page

ARTICLE 1 -

CORPORATE OFFICES

1.1

REGISTERED OFFICE

1.2

OTHER OFFICES

ARTICLE 2 -

MEETINGS OF STOCKHOLDERS

2.1

PLACE OF MEETINGS

2.2

ANNUAL MEETING

2.3

SPECIAL MEETING

2.4

ADVANCE NOTICE PROCEDURES

2.5

NOTICE OF STOCKHOLDERS’ MEETINGS

2.6

QUORUM

2.7

ADJOURNED MEETING; NOTICE

2.8

CONDUCT OF BUSINESS

2.9

VOTING

2.10

STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

2.11

RECORD DATES

2.12

PROXIES

2.13

LIST OF STOCKHOLDERS ENTITLED TO VOTE

2.14

INSPECTORS OF ELECTION

ARTICLE 3 -

DIRECTORS

3.1

POWERS

3.2

NUMBER OF DIRECTORS

3.3

ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

3.4

RESIGNATION AND VACANCIES

3.5

PLACE OF MEETINGS; MEETINGS BY TELEPHONE

3.6

REGULAR MEETINGS

3.7

SPECIAL MEETINGS; NOTICE

3.8

QUORUM; VOTING

3.9

BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

3.10

FEES AND COMPENSATION OF DIRECTORS

3.11

REMOVAL OF DIRECTORS

ARTICLE 4 -

COMMITTEES

4.1

COMMITTEES OF DIRECTORS

4.2

COMMITTEE MINUTES

4.3

MEETINGS AND ACTION OF COMMITTEES

4.4

SUBCOMMITTEES

ARTICLE 5 -

OFFICERS

5.1

OFFICERS

5.2

APPOINTMENT OF OFFICERS

5.3

SUBORDINATE OFFICERS

5.4

REMOVAL AND RESIGNATION OF OFFICERS

5.5

VACANCIES IN OFFICES

5.6

REPRESENTATION OF SECURITIES OF OTHER ENTITIES

5.7

AUTHORITY AND DUTIES OF OFFICERS

ARTICLE 6 -

STOCK

6.1

STOCK CERTIFICATES; PARTLY PAID SHARES

6.2

SPECIAL DESIGNATION ON CERTIFICATES

6.3

LOST CERTIFICATES

6.4

DIVIDENDS

6.5

TRANSFER OF STOCK

6.6

STOCK TRANSFER AGREEMENTS

6.7

REGISTERED STOCKHOLDERS

ARTICLE 7 -

MANNER OF GIVING NOTICE AND WAIVER

7.1

NOTICE OF STOCKHOLDERS’ MEETINGS

7.2

NOTICE TO STOCKHOLDERS SHARING AN ADDRESS

7.3

NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL

7.4

WAIVER OF NOTICE

ARTICLE 8 -

INDEMNIFICATION

8.1

INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDSINGS

8.2

INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE COMPANY

8.3

SUCCESSFUL DEFENSE

8.4

INDEMNIFICATION OF OTHERS

8.5

ADVANCED PAYMENT OF EXPENSES

8.6

LIMITATION OF INDEMNIFICATION

8.7

DETERMINATION; CLAIM

8.8

NON-EXCLUSIVITY OF RIGHTS

8.9

INSURANCE

8.10

SURVIVAL

8.11

EFFECT OF REPEAL OR MODIFICATION

8.12

CERTAIN DEFINITIONS

ARTICLE 9 -

GENERAL MATTERS

9.1

EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

9.2

FISCAL YEAR

9.3

SEAL

9.4

CONSTRUCTION; DEFINITIONS

9.5

FORUM SELECTION

ARTICLE 10 -

AMENDMENTS

BYLAWS OF AELUMA, INC.

ARTICLE

1 - CORPORATE OFFICES

1.1 REGISTERED

OFFICE

The registered office of Aeluma,

Inc. (the “Company”) shall be fixed in the Company’s certificate of incorporation, as the same may be amended

from time to time.

1.2 OTHER

OFFICES

The Company’s board

of directors may at any time establish other offices at any place or places where the Company is qualified to do business.

ARTICLE

2 - MEETINGS OF STOCKHOLDERS

2.1 PLACE

OF MEETINGS

Meetings of stockholders shall

be held at a place, if any, within or outside the State of Delaware, determined by the board of directors. The board of directors may,

in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means

of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In

the absence of any such designation or determination, stockholders’ meetings shall be held at the Company’s principal executive

office.

2.2 ANNUAL

MEETING

The annual meeting of stockholders

shall be held each year. The board of directors shall designate the date and time of the annual meeting. At the annual meeting, directors

shall be elected and any other proper business, brought in accordance with Section 2.4 of these bylaws, may be transacted. The board of

directors acting pursuant to a resolution adopted by a majority of the directors may cancel, postpone or reschedule any previously scheduled

annual meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

2.3 SPECIAL

MEETING

(i) A

special meeting of the stockholders, other than those required by statute, may be called at any time by (A) the board of directors acting

pursuant to a resolution adopted by a majority of the Whole Board, (B) the chairperson of the board of directors, (C) the chief executive

officer, or (D) the president (in the absence of a chief executive officer), but a special meeting may not be called by any other person

or persons and any power of stockholders to call a special meeting of stockholders is specifically denied. The board of directors may

cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been

sent to the stockholders.

(ii) The

notice of a special meeting shall include the purpose for which the meeting is called. Only such business shall be conducted at a special

meeting of stockholders as shall have been brought before the meeting by or at the direction of the board of directors, chairperson of

the board of directors, chief executive officer, or president (in the absence of a chief executive officer). Nothing contained in this

Section 2.3(ii) shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the board

of directors may be held.

2.4 ADVANCE

NOTICE PROCEDURES

(i) Advance

Notice of Stockholder Business. 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 brought (A) pursuant to the Company’s

proxy materials with respect to such meeting, (B) by or at the direction of a majority of the Whole Board, or (C) by a stockholder of

the Company who (1) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(i) and on the record

date for the determination of stockholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with

the notice procedures set forth in this Section 2.4(i). In addition, for business to be properly brought before an annual meeting by a

stockholder, such business must be a proper matter for stockholder action pursuant to these bylaws and applicable law. Except for proposals

properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “1934 Act”)

and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations), and included in the notice of meeting

given by or at the direction of the board of directors, for the avoidance of doubt, clause (C) above shall be the exclusive means for

a stockholder to bring business before an annual meeting of stockholders.

(a) To

comply with clause (C) of Section 2.4(i) above, a stockholder’s notice must set forth all information required under this Section

2.4(i) and must be timely received by the secretary of the Company. To be timely, a stockholder’s notice must be received by the

secretary at the principal executive offices of the Company not later than the 45th day nor earlier than the 75th day before the one-year

anniversary of the date on which the Company first mailed its proxy materials or a notice of availability of proxy materials (whichever

is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was

held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days

after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely,

it must be so received by the secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later

than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which

Public Announcement (as defined below) of the date of such annual meeting is first made. 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 a stockholder’s notice as described

in this Section 2.4(i)(a). “Public Announcement” shall mean disclosure in a press release reported by a national news

service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)

of the 1934 Act.

(b) To

be in proper written form, a stockholder’s notice to the secretary must set forth as to each matter of business the stockholder

intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the annual meeting and

the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the Company’s books,

of the stockholder proposing such business and any Stockholder Associated Person (as defined below), (3) the class and number of shares

of the Company that are held of record or are beneficially owned by the stockholder or any Stockholder Associated Person and any derivative

positions held or beneficially held by the stockholder or any Stockholder Associated Person, (4) whether and the extent to which any hedging

or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated

Person with respect to any securities of the Company, and a description of any other agreement, arrangement or understanding (including

any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk

or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated

Person with respect to any securities of the Company, (5) any material interest of the stockholder or a Stockholder Associated Person

in such business, and (6) a statement whether either such stockholder or any Stockholder Associated Person will deliver a proxy statement

and form of proxy to holders of at least the percentage of the Company’s voting shares required under applicable law to carry the

proposal (such information provided and statements made as required by clauses (1) through (6), a “Business Solicitation Statement”).

In addition, to be in proper written form, a stockholder’s notice to the secretary must be supplemented not later than ten days

following the record date for notice of the meeting to disclose the information contained in clauses (3) and (4) above as of the record

date for notice of the meeting. For purposes of this Section 2.4, a “Stockholder Associated Person” of any stockholder

shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner

of shares of stock of the Company owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination,

as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such person referred to

in the preceding clauses (i) and (ii).

exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 2.4(i)

and, if applicable, Section 2.4(ii). In addition, business proposed to be brought by a stockholder may not be brought before the annual

meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the

Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains

an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The

chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly

brought before the annual meeting and in accordance with the provisions of this Section 2.4(i), and, if the chairperson should so determine,

he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.

(ii) Advance

Notice of Director Nominations at Annual Meetings. Notwithstanding anything in these bylaws to the contrary, only persons who are

nominated in accordance with the procedures set forth in this Section 2.4(ii) shall be eligible for election or re-election as directors

at an annual meeting of stockholders. Nominations of persons for election to the board of directors of the Company shall be made at an

annual meeting of stockholders only (A) by or at the direction of the board of directors or (B) by a stockholder of the Company who (1)

was a stockholder of record at the time of the giving of the notice required by this Section 2.4(ii), on the record date for the determination

of stockholders entitled to notice of the annual meeting and on the record date for the determination of stockholders entitled to vote

at the annual meeting and (2) has complied with the notice procedures set forth in this Section 2.4(ii). In addition to any other applicable

requirements, for a nomination to be made by a stockholder, the stockholder must have given timely notice thereof in proper written form

to the secretary of the Company.

(a) To

comply with clause (B) of Section 2.4(ii) above, a nomination to be made by a stockholder must set forth all information required under

this Section 2.4(ii) and must be received by the secretary of the Company at the principal executive offices of the Company at the time

set forth in, and in accordance with, the final three sentences of Section 2.4(i)(a) above.

(b) To

be in proper written form, such stockholder’s notice to the secretary must set forth:

(1) as

to each person (a “nominee”) whom the stockholder proposes to nominate for election or re-election as a director: (A)

the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the

class and number of shares of the Company that are held of record or are beneficially owned by the nominee and any derivative positions

held or beneficially held by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions

has been entered into by or on behalf of the nominee with respect to any securities of the Company, and a description of any other agreement,

arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to

mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee,

(E) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming

such person or persons) pursuant to which the nominations are to be made by the stockholder, (F) a written statement executed by the nominee

acknowledging that as a director of the Company, the nominee will owe a fiduciary duty under Delaware law with respect to the Company

and its stockholders, and (G) any other information relating to the nominee that would be required to be disclosed about such nominee

if proxies were being solicited for the election of the nominee as a director, or that is otherwise required, in each case pursuant to

Regulation 14A under the 1934 Act (including without limitation the nominee’s written consent to being named in the proxy statement,

if any, as a nominee and to serving as a director if elected); and

(2) as

to such stockholder giving notice, (A) the information required to be provided pursuant to clauses (2) through (5) of Section 2.4(i)(b)

above, and the supplement referenced in the second sentence of Section 2.4(i)(b) above (except that the references to “business”

in such clauses shall instead refer to nominations of directors for purposes of this paragraph), and (B) a statement whether either such

stockholder or Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of a number of the Company’s

voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect such nominee(s) (such

information provided and statements made as required by clauses (A) and (B) above, a “Nominee Solicitation Statement”).

the request of the board of directors, any person nominated by a stockholder for election as a director must furnish to the secretary

of the Company (1) that information required to be set forth in the stockholder’s notice of nomination of such person as a director

as of a date subsequent to the date on which the notice of such person’s nomination was given and (2) such other information as

may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of

the Company or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such

nominee; in the absence of the furnishing of such information if requested, such stockholder’s nomination shall not be considered

in proper form pursuant to this Section 2.4(ii).

(d) Without

exception, no person shall be eligible for election or re-election as a director of the Company at an annual meeting of stockholders unless

nominated in accordance with the provisions set forth in this Section 2.4(ii). In addition, a nominee shall not be eligible for election

or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in

the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains

an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The

chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made

in accordance with the provisions prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at

the annual meeting, and the defective nomination shall be disregarded.

(iii) Advance

Notice of Director Nominations for Special Meetings.

(a) For

a special meeting of stockholders at which directors are to be elected pursuant to Section 2.3, nominations of persons for election to

the board of directors shall be made only (1) by or at the direction of the board of directors or (2) by any stockholder of the Company

who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(iii), on the record date for the

determination of stockholders entitled to notice of the special meeting and on the record date for the determination of stockholders entitled

to vote at the special meeting, and (B) delivers a timely written notice of the nomination to the secretary of the Company that includes

the information set forth in Sections 2.4(ii)(b) and (ii)(c) above. To be timely, such notice must be received by the secretary at the

principal executive offices of the Company not later than the close of business on the later of the 90th day prior to such special meeting

or the tenth day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed

by the board of directors to be elected at such meeting. A person shall not be eligible for election or re-election as a director at a

special meeting unless the person is nominated (i) by or at the direction of the board of directors or (ii) by a stockholder in accordance

with the notice procedures set forth in this Section 2.4(iii). In addition, a nominee shall not be eligible for election or re-election

if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation

Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement

of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

(b) The

chairperson of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or business was

not made in accordance with the procedures prescribed by these bylaws, and if the chairperson should so determine, he or she shall so

declare at the meeting, and the defective nomination or business shall be disregarded.

(iv) Other

Requirements and Rights. In addition to the foregoing provisions of this Section 2.4, a stockholder must also comply with all applicable

requirements of state law and of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this Section

2.4, including, with respect to business such stockholder intends to bring before the annual meeting that involves a proposal that such

stockholder requests to be included in the Company’s proxy statement, the requirements of Rule 14a-8 (or any successor provision)

under the 1934 Act. Nothing in this Section 2.4 shall be deemed to affect any right of the Company to omit a proposal from the Company’s

proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act.

2.5 NOTICE

OF STOCKHOLDERS’ MEETINGS

Whenever stockholders are

required or permitted to take any action at a meeting, a notice of the meeting shall be given which shall state the place, if any, date

and hour of the meeting, 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 meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is

different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting,

the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or

these bylaws, the notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting

to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the

meeting.

2.6 QUORUM

Except as otherwise provided

by law, by the certificate of incorporation or by these bylaws, the holders of one-third (1/3) of the voting power of the capital stock

of the Company issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the

transaction of business at all meetings of the stockholders, except as otherwise provided by statute, the certificate of incorporation

or these bylaws.

If, however, such quorum is

not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders

entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time,

without notice other than announcement at the meeting, 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.

2.7 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

Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days,

a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment

a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record

date for notice of such adjourned meeting in accordance with Section 213(a) of the DGCL and Section 2.11 of these bylaws, and shall give

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

notice of such adjourned meeting.

2.8 CONDUCT

OF BUSINESS

The chairperson of any meeting

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

and the conduct of business and discussion as seem to the chairperson in order. The chairperson of any meeting of stockholders shall be

designated by the board of directors; in the absence of such designation, the chairperson of the board of directors, if any, the chief

executive officer (in the absence of the chairperson) or the president (in the absence of the chairperson of the board of directors and

the chief executive officer), or in their absence any other executive officer of the Company, shall serve as chairperson of the stockholder

meeting. The chairperson of any meeting of stockholders shall have the power to adjourn the meeting to another place, date or time, whether

or not a quorum is present.

2.9 VOTING

The stockholders entitled

to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 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 vote for each share of capital

stock held by such stockholder.

Except as otherwise required

by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange, in all matters other than the election

of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting

and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate

of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented

by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series

is required, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series

or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series,

except as otherwise provided by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange.

2.10 STOCKHOLDER

ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise provided

in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of a corporation,

or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior

notice and without a vote, if a consent or consents, setting forth the action so taken, shall be signed by the holders of outstanding

stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which

all shares entitled to vote thereon were present and voted and shall be delivered to the corporation in the manner required by the certificate

of incorporation or these Bylaws.

2.11 RECORD

DATES

In order that the Company

may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may

fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board

of directors and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the board of directors

so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the

board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be

the date for making such determination.

If no record date is fixed

by the board of directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders

shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of

business on the day next preceding the day on which the meeting is held.

A determination of stockholders

of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however,

that the board of directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and

in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date

as that fixed for determination of stockholders entitled to vote in accordance with the provisions of Section 213 of the DGCL and this

Section 2.11 at the adjourned meeting.

In order that the Company

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

entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action,

the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record

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

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

the resolution relating thereto.

2.12 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 a document

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 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.

2.13 LIST

OF STOCKHOLDERS ENTITLED TO VOTE

The Company shall prepare,

at least 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 10 days before the meeting date, the list

shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing

the address of each stockholder and the number of shares registered in the name of each stockholder. The Company 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 10 days prior to the meeting: (i) 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 (ii) during ordinary business hours, at the Company’s principal place of business. In the event that the Company determines to

make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only

to stockholders of the Company. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall

be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is

present. If the meeting is to be held solely by means of remote communication, then such 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.

2.14 INSPECTORS

OF ELECTION

Before any meeting of stockholders,

the Company shall appoint an inspector or inspectors of election to act at the meeting or its adjournment. The Company may designate one

or more persons as alternate inspectors to replace any inspector who fails to act.

Such inspectors shall:

(i) ascertain

the number of shares outstanding and the voting power of each;

(ii) determine

the shares represented at the meeting and the validity of proxies and ballots;

(iii) count

all votes and ballots;

(iv) determine

and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

(v) certify

their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

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

multiple 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

3 - DIRECTORS

3.1 POWERS

The business and affairs of

the Company shall be managed by or under the direction of the board of directors, except as may be otherwise provided in the DGCL or the

certificate of incorporation.

3.2 NUMBER

OF DIRECTORS

The board of directors shall

consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors,

the number of directors shall be determined from time to time by resolution of the board of directors. 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 a director elected to fill a vacancy, shall hold office until the expiration of the term

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.

If so provided in the certificate

of incorporation, the directors of the Company shall be divided into three classes.

3.4 RESIGNATION

AND VACANCIES

Any director may resign at

any time upon notice given in writing or by electronic transmission to the Company. A resignation is effective when the resignation is

delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events.

A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that

it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from

the board of directors, effective at 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.

Unless otherwise provided

in the certificate of incorporation or these bylaws, or permitted in the specific case by resolution of the board of directors, and subject

to the rights of holders of preferred stock, vacancies and newly created directorships resulting from any increase in the authorized number

of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors

then in office, although less than a quorum, or by a sole remaining director, and not by stockholders. If the directors are divided into

classes, a person so chosen to fill a vacancy or newly created directorship shall hold office until the next election of the class for

which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

3.5 PLACE

OF MEETINGS; MEETINGS BY TELEPHONE

The board of directors 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 of directors, may participate in a meeting of the board of directors

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 shall constitute presence in person at the meeting.

3.6 REGULAR

MEETINGS

Regular meetings of the board

of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

3.7 SPECIAL

MEETINGS; NOTICE

Special meetings of the board

of directors for any purpose or purposes may be called at any time by the chairperson of the board of directors, the chief executive officer,

the president, the secretary, or a majority of the Whole Board.

Notice of the time and place

of special meetings shall be:

(i) delivered

personally by hand, by courier or by telephone;

(ii) sent

by United States first-class mail, postage prepaid;

(iii) sent

by facsimile;

(iv) sent

by electronic mail; or

(v) otherwise

given by electronic transmission (as defined in Section 232 of the DGCL), directed to each director at such director’s address,

telephone number, facsimile number, electronic mail address or other contact for notice by electronic transmission, as the case may be,

as shown on the Company’s records.

If such notice is (i) delivered

personally by hand, by courier or by telephone, (ii) sent by facsimile, (iii) sent by electronic mail, or (iv) otherwise given by electronic

transmission, it shall be delivered, sent or otherwise directed to each director, as applicable, at least 24 hours before the time of

the holding of the meeting. If such notice is sent by United States mail, it shall be deposited in the United States mail at least four

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 Company’s principal executive office) nor the purpose of the meeting,

unless required by statute.

3.8 QUORUM;

VOTING

At all meetings of the board

of directors, a majority of the Whole Board shall constitute a quorum for the transaction of business. If a quorum is not present at any

meeting of the board of directors, 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. A meeting at which a quorum is initially present may continue to transact

business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for

that meeting.

The affirmative vote of a

majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may

be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.

If the certificate of incorporation

provides that one or more directors shall have more or less than one vote per director on any matter, except as may otherwise be expressly

provided herein or therein and denoted with the phrase “notwithstanding the final paragraph of Section 3.8 of the bylaws”

or language to similar effect, every reference in these bylaws to a majority or other proportion of the directors shall refer to a majority

or other proportion of the votes of the directors.

3.9 BOARD

ACTION BY WRITTEN 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 of directors,

or of any committee thereof, may be taken without a meeting if all members of the board of directors or committee, as the case may be,

consent thereto in writing or by electronic transmission. Any person (whether or not then a director) may provide, whether through instruction

to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening

of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have

been given for purposes of this Section 3.9 at such effective time so long as such person is then a director and did not revoke the consent

prior to such time. Any such consent shall be revocable prior to its becoming effective.

3.10 FEES

AND COMPENSATION OF DIRECTORS

Unless otherwise restricted

by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors.

3.11 REMOVAL

OF DIRECTORS

Any director or the entire

Board of Directors may be removed from office by stockholders of the Company in the manner specified in the certificate of incorporation

and applicable law. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration

of such director’s term of office.

ARTICLE

4 - COMMITTEES

4.1 COMMITTEES

OF DIRECTORS

The board of directors may,

by resolution passed by a majority of the Whole Board, designate one or more committees (each committee to consist of one or more of the

directors of the Company). The board of directors may designate one 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 of directors 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 of directors or in these bylaws, shall have and may

exercise all the powers and authority of the board of directors in the management of the business and affairs of the Company, and may

authorize the seal of the Company to be affixed to all papers that may require it; but no such committee shall have the power or authority

to (i) 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 (ii) adopt, amend or repeal any bylaw of the Company.

4.2 COMMITTEE

MINUTES

Each committee shall keep

regular minutes of its meetings and report the same to the board of directors when required.

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:

(i) Section

3.5 (place of meetings and meetings by telephone);

(ii) Section

3.6 (regular meetings);

(iii) Section

3.7 (special meetings and notice);

(iv) Section

3.8 (quorum; voting);

(v) Section

3.9 (action without a meeting); and

(vi) Section

7.4 (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 of directors and its members. However:

(vii) the

time and place of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of

the committee;

(viii) special

meetings of committees may also be called by resolution of the board of directors or the committee; and

(ix) notice

of special meetings of committees shall also be given to all alternate members who shall have the right to attend all meetings of the

committee. The board of directors, or, in the absence of any such action by the board of directors, the committee, may adopt rules for

the government of any committee not inconsistent with the provisions of these bylaws.

Any provision in the certificate

of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to

voting in any committee, unless otherwise provided in the certificate of incorporation or these bylaws.

4.4 SUBCOMMITTEES

Unless otherwise provided

in the certificate of incorporation, these bylaws or the resolutions of the board of directors designating the committee, a committee

may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee

any or all of the powers and authority of the committee.

ARTICLE

5 - OFFICERS

5.1 OFFICERS

The officers of the Company

shall be a president and a secretary. The Company may also have, at the discretion of the board of directors, a chairperson of the board

of directors, a vice chairperson of the board of directors, a chief executive officer, a chief financial officer or treasurer, one or

more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one 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 of directors shall

appoint the officers of the Company, 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 of directors may

appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other

officers as the business of the Company may require. Each of such officers shall hold office for such period, have such authority, and

perform such duties as are provided in these bylaws or as the board of directors 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 of directors,

or, for the avoidance of doubt, any duly authorized committee or subcommittee thereof, or by any officer who has been conferred such power

of removal.

Any officer may resign at

any time by giving written notice to the Company. 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 Company under any contract to

which the officer is a party.

5.5 VACANCIES

IN OFFICES

Any vacancy occurring in any

office of the Company shall be filled by the board of directors or as provided in Section 5.3.

5.6 REPRESENTATION

OF SECURITIES OF OTHER ENTITIES

The chairperson of the board

of directors, the chief executive officer, the president, any vice president, the treasurer, the secretary or assistant secretary of this

Company, or any other person authorized by the board of directors or the chief executive officer, the president or a vice president, is

authorized to vote, represent, and exercise on behalf of this Company all rights incident to any and all shares or other securities of

any other entity or entities, and all rights incident to any management authority conferred on the Company in accordance with the governing

documents of any entity or entities, standing in the name of this Company, including the right to act by written consent. 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 Company

shall respectively have such authority and perform such duties in the management of the business of the Company as may be designated from

time to time by the board of directors and, to the extent not so provided, as generally pertain to their respective offices, subject to

the control of the board of directors.

ARTICLE

6 - STOCK

6.1 STOCK

CERTIFICATES; PARTLY PAID SHARES

The shares of the Company

shall be represented by certificates, provided that the board of directors may provide by resolution or resolutions that some or all of

any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by

a certificate until such certificate is surrendered to the Company. Unless otherwise provided by resolution of the board of directors,

every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the Company by

any two authorized officers of the Company 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 Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

The Company 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 Company 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 Company 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.

6.2 SPECIAL

DESIGNATION ON CERTIFICATES

If the Company 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 Company 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 Company

shall issue to represent such class or series of stock, a statement that the Company will furnish without charge to each stockholder who

so requests the powers, designations, preferences and 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. Within a reasonable time after

the issuance or transfer of uncertificated stock, the registered owner thereof shall be given a notice, in writing or by electronic transmission,

containing the information required to be set forth or stated on certificates pursuant to this Section 6.2 or Sections 156, 202(a), 218(a)

or 364 of the DGCL or with respect to this Section 6.2 a statement that the Company will furnish without charge to each stockholder who

so requests the powers, designations, preferences and 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. Except as otherwise expressly

provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates

representing stock of the same class and series shall be identical.

6.3 LOST

CERTIFICATES

Except as provided in this

Section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered

to the Company and cancelled at the same time. The Company 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 Company may require the owner of

the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company 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.

6.4 DIVIDENDS

The board of directors, subject

to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of

the Company’s capital stock. Dividends may be paid in cash, in property, or in shares of the Company’s capital stock, subject

to the provisions of the certificate of incorporation.

The board of directors may

set apart out of any of the funds of the Company 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

Company, and meeting contingencies.

6.5 TRANSFER

OF STOCK

Transfers of record of shares

of stock of the Company shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, if

such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied

by proper evidence of succession, assignation or authority to transfer.

6.6 STOCK

TRANSFER AGREEMENTS

The Company 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 Company to restrict

the transfer of shares of stock of the Company of any one or more classes owned by such stockholders in any manner not prohibited by the

DGCL.

6.7 REGISTERED

STOCKHOLDERS

The Company:

(i) shall

be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and notices

and to vote as such owner; and

(ii) 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.

ARTICLE

7 - MANNER OF GIVING NOTICE AND WAIVER

7.1 NOTICE

OF STOCKHOLDERS’ MEETINGS

Notice of any meeting of stockholders

shall be given in the manner set forth in the DGCL.

7.2 NOTICE

TO STOCKHOLDERS SHARING AN ADDRESS

Except as otherwise prohibited

under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders

given by the Company under the provisions of the DGCL, the certificate of incorporation, or these bylaws, shall be effective if given

by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice

is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any stockholder who fails to object

in writing to the Company, within 60 days of having been given written notice by the Company of its intention to send the single notice,

shall be deemed to have consented to receiving such single written notice. This Section 7.2 shall not apply to Sections 164, 296, 311,

312 or 324 of the DGCL.

7.3 NOTICE

TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL

Whenever notice is required

to be given, under the DGCL, the certificate of incorporation, or these bylaws, to any person with whom communication is unlawful, the

giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency

for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such

person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that

the action taken by the Company is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such

is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication

is unlawful.

7.4 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

8 - INDEMNIFICATION

8.1 INDEMNIFICATION

OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDSINGS

Subject to the other provisions

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

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

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

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

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

or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and

reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably

believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no

reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement,

conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did

not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company,

and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

8.2 INDEMNIFICATION

OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE COMPANY

Subject to the other provisions

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

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

Company to procure a judgment in its favor against expenses (including attorneys’ fees) actually and reasonably incurred by such

person in connection with the defense or settlement of such Proceeding if such person acted in good faith and in a manner such person

reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect

of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent

that the Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication

of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses

which the Court of Chancery or such other court shall deem proper.

8.3 SUCCESSFUL

DEFENSE

To the extent that a present

or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding

described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against

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

8.4 INDEMNIFICATION

OF OTHERS

Subject to the other provisions

of this Article VIII, the Company shall have power to indemnify its employees and agents to the extent not prohibited by the DGCL or other

applicable law. The board of directors shall have the power to delegate to any person or persons identified in subsections (1) through

(4) of Section 145(d) of the DGCL the determination of whether employees or agents shall be indemnified.

8.5 ADVANCED

PAYMENT OF EXPENSES

Expenses (including attorneys’

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

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

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

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

actually and reasonably incurred by former directors and officers or other employees and agents of the Company or by persons serving at

the request of the Company as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other

enterprise may be so paid upon such terms and conditions, if any, as the Company deems appropriate. The right to advancement of expenses

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

apply to any Proceeding (or any part of any Proceeding) referenced in Section 8.6(ii) or 8.6(iii) prior to a determination that the person

is not entitled to be indemnified by the Company.

Notwithstanding the foregoing,

unless otherwise determined pursuant to Section 8.8, no advance shall be made by the Company to an officer of the Company (except by reason

of the fact that such officer is or was a director of the Company, in which event this paragraph shall not apply) in any Proceeding if

a determination is reasonably and promptly made (a) by a vote of the directors who are not parties to such Proceeding, even though less

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

a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, that

facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person

acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Company

8.6 LIMITATION

OF INDEMNIFICATION

Subject to the requirements

in Section 8.3 and the DGCL, the Company shall not be obligated to indemnify any person pursuant to this Article VIII in connection with

any Proceeding (or any part of any Proceeding):

(i) for

which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or

otherwise, except with respect to any excess beyond the amount paid;

(ii) for

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

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

(iii) for

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

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

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

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

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

(iv) initiated

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

officers, employees, agents or other indemnitees, unless (a) the board of directors authorized the Proceeding (or the relevant part of

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

vested in the Company under applicable law, (c) otherwise required to be made under Section 8.7, or (d) otherwise required by applicable

law; or

(v) if

prohibited by applicable law.

8.7 DETERMINATION;

CLAIM

If a claim for indemnification

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

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

or advancement of expenses. The Company shall indemnify such person against any and all expenses that are actually and reasonably incurred

by such person in connection with any action for indemnification or advancement of expenses from the Company under this Article VIII,

to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the Company shall,

to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification

or advancement of expenses.

8.8 NON-EXCLUSIVITY

OF RIGHTS

The indemnification and advancement

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

indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote

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

another capacity while holding such office. The Company is specifically authorized to enter into individual contracts with any or all

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

by the DGCL or other applicable law.

8.9 INSURANCE

The Company may purchase and

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

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

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

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

provisions of the DGCL.

8.10 SURVIVAL

The rights to indemnification

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

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

8.11 EFFECT

OF REPEAL OR MODIFICATION

A right to indemnification

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

by an amendment to the certificate of incorporation or these bylaws after the occurrence of the act or omission that is the subject of

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

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

such action or omission has occurred.

8.12 CERTAIN

DEFINITIONS

For purposes of this Article

VIII, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation

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

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

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

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

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

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

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

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

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

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

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

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

this Article VIII.

ARTICLE

9 - GENERAL MATTERS

9.1 EXECUTION

OF CORPORATE CONTRACTS AND INSTRUMENTS

Except as otherwise provided

by law, the certificate of incorporation or these bylaws, the board of directors may authorize any officer or officers, or agent or agents,

to enter into any contract or execute any document or instrument in the name of and on behalf of the Company; such authority may be general

or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer,

no officer, agent or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit

or to render it liable for any purpose or for any amount.

9.2 FISCAL

YEAR

The fiscal year of the Company

shall be fixed by resolution of the board of directors and may be changed by the board of directors.

9.3 SEAL

The Company may adopt a corporate

seal, which shall be adopted and which may be altered by the board of directors. The Company may use the corporate seal by causing it

or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

9.4 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 a company (including, but not limited to, a limited liability company), corporation, partnership,

joint venture, trust or other enterprise, and a natural person. Any reference in these bylaws to a section of the DGCL shall be deemed

to refer to such section as amended from time to time and any successor provisions thereto.

9.5 FORUM

SELECTION

To the fullest extent permitted

by applicable law:

(A) Unless the Company consents

in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does

not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) shall, to the fullest

extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company,

(ii) any action asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Company

to the Company or the Company’s stockholders, (iii) any action arising pursuant to any provision of the DGCL or the Company’s

certificate of incorporation or these bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed

by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which such court determines that there

is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal

jurisdiction of such court within ten (10) days following such determination), which is vested in the exclusive jurisdiction of a court

or forum other than such court, or for which such court does not have subject matter jurisdiction. For the avoidance of doubt, this Section

9.5(A) shall not apply to any action brought to enforce a duty or liability created by the Securities Act of 1933, as amended (the “1933

Act”) or the 1934 Act.

(B) Unless the Company consents

in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive

forum for the resolution of any complaint asserting a cause of action arising under the 1933 Act.

Any person or entity purchasing

or otherwise acquiring or holding any interest in any security of the Company shall be deemed to have notice of and consented to the provisions

of this Section 9.5.

ARTICLE

10 - AMENDMENTS

These bylaws may be altered,

amended or repealed, in whole or in part, or new bylaws may be adopted by the board of directors or by the stockholders as expressly provided

in the Company’s certificate of incorporation.

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