Form 8-K

8-K — ALLIANCE ENTERTAINMENT HOLDING CORP

Accession: 0001493152-26-035114

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0001823584

SIC: 5099 (WHOLESALE-DURABLE GOODS, NEC)

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

Item: Financial Statements and Exhibits

Documents

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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): July 29, 2026

ALLIANCE

ENTERTAINMENT HOLDING CORPORATION

(Exact

Name of Registrant as Specified in its Charter)

Delaware

001-40014

85-2373325

(State

or Other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

Identification

No.)

8201

Peters Road, Suite 1000

Plantation,

FL 33324

(Address

of Principal Executive Offices) (Zip Code)

(954)

255-4000

(Registrant’s

Telephone Number, Including Area Code)

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A common stock, par value $0.0001 per share

AENT

The

Nasdaq Stock Market LLC

Redeemable

warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share

AENTW

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 ☐

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

previously disclosed, on June 24, 2026, a written consent (the “Written Consent”) was delivered to the Board of Directors

of Alliance Entertainment Holding Corporation, a Delaware corporation (the “Company”), by (i) the Bruce Ogilvie, Jr. Trust

dated January 20, 1994, (ii) Jeffrey Walker, the Company’s Chief Executive Officer and a member of the Board of Directors of the

Company, and (iii) the Ogilvie Legacy Trust dated September 14, 2021 (collectively, the “Majority Stockholders”). Bruce Ogilvie,

Executive Chairman and member of the Board of Directors of the Company, is trustee of the Bruce Ogilvie, Jr. Trust dated January 20,

1994. Pursuant to the Written Consent, the Majority Stockholders approved an amendment to the Company’s Second Amended and Restated

Certificate of Incorporation (the “Existing Charter”) that would amend and restate the Existing Charter in full (as so amended

and restated, the “Third Amended and Restated Certificate of Incorporation”).

July 7, 2026, the Company filed a Definitive Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), relating to the Written Consent, with the Securities and Exchange Commission (the “Information

Statement”). Pursuant to Rule 14c-2 under the Exchange Act, the approval of the Third Amended and Restated Certificate of Incorporation

could not take effect before July 29, 2026, which is the 21st day after the Information Statement was first mailed to the

Company’s stockholders.

July 29, 2026, the Company filed the Third Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, which

became effective upon filing. The Third Amended and Restated Certificate of Incorporation eliminated the voting rights of the Class E

Common Stock except to the extent required by law.

The

foregoing description of the Third Amended and Restated Certificate of Incorporation does not purport to be complete and is subject to,

and is qualified in its entirety by reference to, the full text of the Third Amended and Restated Certificate of Incorporation which

is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

3.1

Third Amended and Restated Certificate of Incorporation of Alliance Entertainment Holding Corporation, as filed with the Secretary of State of the State of Delaware on July 29, 2026.

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.

Dated:

July 29, 2026

ALLIANCE

ENTERTAINMENT HOLDING CORPORATION

By:

/s/

Bruce Ogilvie

Name:

Bruce Ogilvie

Title:

Executive Chairman

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

THIRD

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

July

29, 2026

Alliance

Entertainment Holding Corporation (the “Corporation”), a corporation organized and existing under the General Corporation

Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

The name of the Corporation is Alliance Entertainment Holding Corporation. The Corporation was incorporated under the name Adara Acquisition

Corp. by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on August 5, 2020

(the “Original Certificate”).

An Amended and Restated Certificate of Incorporation, which amended and restated the Original Certificate in its entirety, was filed

with the Secretary of State of the State of Delaware on February 8, 2021 (as amended from time to time, the “Amended and Restated

Certificate”).

A Second Amended and Restated Certificate of Incorporation, which amended and restated the Amended and Restated Certificate in its entirety,

was filed with the Secretary of State of the State of Delaware on February 10, 2023 (as amended from time to time, the “Existing

Certificate”).

This Third Amended and Restated Certificate of Incorporation (the “Third Amended and Restated Certificate”), which

amends and restates the Existing Certificate in its entirety, has been approved by the Board of Directors of the Corporation (the “Board

of Directors”) in accordance with Sections 242 and 245 of the DGCL and has been adopted by the stockholders of the Corporation

by written consent without a meeting in accordance with the provisions of Section 228 of the DGCL.

The text of the Existing Certificate is hereby amended and restated by this Third Amended and Restated Certificate to read in its entirety

as set forth in EXHIBIT A attached hereto.

This Third Amended and Restated Certificate shall become effective on the date of filing with the Secretary of State of the State of

Delaware.

ALLIANCE

ENTERTAINMENT

HOLDING

CORPORATION

By: /s/

Bruce Ogilvie

Name: Bruce

Ogilvie

Title: Executive

Chairman

EXHIBIT

Third

Amended and Restated

Certificate

of Incorporation

ARTICLE

NAME

The

name of the corporation is Alliance Entertainment Holding Corporation (the “Corporation”).

ARTICLE

REGISTERED

OFFICE AND AGENT

The

address of the Corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive

in the city of Wilmington, County of New Castle, 19808, and the name of its registered agent at such address is Corporation Service Company.

ARTICLE

III

PURPOSE

The

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

Law of the State of Delaware (the “DGCL”) as it now exists or may hereafter be amended and supplemented.

ARTICLE

CAPITALIZATION

Section

4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per

share, which the Corporation is authorized to issue is 551,000,000 shares, consisting of (a) 550,000,000 shares of common stock (the

“Common Stock”), including (i) 490,000,000 shares of Class A Common Stock (the “Class A Common

Stock”), and (ii) 60,000,000 shares of Class E Common Stock (the “Class E Common Stock”), and

(b) 1,000,000 shares of preferred stock (the “Preferred Stock”).

Section

4.2 Preferred Stock. Subject to Article V of this Third Amended and Restated Certificate, the Board of Directors of the

Corporation (the “Board”) is hereby expressly authorized to provide out of the unissued shares of the Preferred

Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series

and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights,

if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions

adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred

Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full

extent provided by law, now or hereafter, to adopt any such resolution or resolutions.

Section

4.3 Common Stock.

(a)

Voting.

(i)

Except as otherwise required by law or this Third Amended and Restated Certificate (including any Preferred Stock Designation), the holders

of the Class A Common Stock shall exclusively possess all voting power with respect to the Corporation.

(ii)

Except as otherwise required by law or this Third Amended and Restated Certificate (including any Preferred Stock Designation), the holders

of shares of Class A Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders

of the Corporation on which the holders of the Class A Common Stock are entitled to vote.

(iii)

Except as otherwise required by law or this Third Amended and Restated Certificate (including any Preferred Stock Designation), at any

annual or special meeting of the stockholders of the Corporation, holders of the Class A Common Stock shall have the exclusive right

to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the

foregoing, except as otherwise required by law or this Third Amended and Restated Certificate (including any Preferred Stock Designation),

holders of shares of any series of Common Stock shall not be entitled to vote on any amendment to this Third Amended and Restated Certificate

(including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred

Stock or other series of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled

exclusively, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Third

Amended and Restated Certificate (including any Preferred Stock Designation) or the DGCL.

(iv)

Except as otherwise required by law, the holders of shares of Class E Common Stock shall have no voting rights and shall not be entitled

to vote on, consent to or otherwise approve any matter submitted to stockholders of the Corporation, whether voting separately as a single

class or otherwise.

(b)

Class E Common Stock.

(i)

Shares of Class E Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial

Conversion Ratio”) automatically on achievement of certain triggering events (“Triggering Event”)

established by the directors.

(ii)

The foregoing conversion ratio shall also be adjusted to account for any subdivision (by stock split, subdivision, exchange, stock dividend,

reclassification, recapitalization or otherwise) or combination (by reverse stock split, exchange, reclassification, recapitalization

or otherwise) or similar reclassification or recapitalization of the outstanding shares of Class A Common Stock into a greater or lesser

number of shares occurring after the original filing of this Third Amended and Restated Certificate without a proportionate and corresponding

subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class E Common Stock.

Each

share of Class E Common Stock shall convert into its pro rata number of shares of Class A Common Stock pursuant to this Section

4.3(b). The pro rata share for each holder of Class E Common Stock will be determined as follows: Each share of Class E Common

Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of one (1) multiplied by a fraction,

the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares

of Class E Common Stock shall be converted pursuant to this Section 4.3(b) and the denominator of which shall be the total number of

issued and outstanding shares of Class E Common Stock at the time of conversion.

(iii)

Voting. Except as otherwise required by law, the holders of shares of Class E Common Stock shall not be entitled to vote on, consent

to or otherwise approve any matter submitted to the stockholders of the Corporation, including any amendment, alteration or repeal of

any provision of this Third Amended and Restated Certificate, whether by merger, consolidation or otherwise, and shall have no separate

class voting rights, in each case except to the extent such vote, consent or approval is required bylaw.

(c)

Dividends. Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock and

the provisions of Article IV hereof, the holders of shares of Class A Common Stock shall be entitled to receive such dividends

and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board

from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis

in such dividends and distributions.

(d)

Liquidation, Dissolution or Winding Up of the Corporation. Subject to applicable law, the rights, if any, of the holders of any

outstanding series of the Preferred Stock and the provisions of Article IV hereof, in the event of any voluntary or involuntary

liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities

of the Corporation, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available

for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock (on an as converted basis

with respect to the Class E Common Stock) held by them.

Section

4.4 Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders

thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options

to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise

and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any

shares of capital stock issuable upon exercise thereof may not be less than the par value thereof.

ARTICLE

BOARD OF DIRECTORS

Section

5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition

to the powers and authority expressly conferred upon the Board by statute, this Amended and Restated Certificate or the By-Laws of the

Corporation (“By-Laws”), the Board is hereby empowered to exercise all such powers and do all such acts and

things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated

Certificate, and any By-Laws adopted by the stockholders of the Corporation; provided, however, that no By-Laws hereafter adopted by

the stockholders of the Corporation shall invalidate any prior act of the Board that would have been valid if such By-Laws had not been

adopted.

Section

5.2 Number, Election and Term.

For

the management of the business and for the conduct of the affairs of the Corporation it is further provided that:

(a)

Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, if any, the initial

directors of the Corporation shall be classified with respect to the time for which they severally hold office into three classes, designated

as Class I, Class II and Class III. The initial Class I directors shall serve for a term expiring at the first annual meeting of the

stockholders following the date of this Third Amended and Restated Certificate; the initial Class II directors shall serve for a term

expiring at the second annual meeting of the stockholders following the date of this Third Amended and Restated Certificate; and the

initial Class III directors shall serve for a term expiring at the third annual meeting following the date of this Third Amended and

Restated Certificate. At each annual meeting of the stockholders of the Corporation beginning with the first annual meeting of the stockholders

following the date of this Third Amended and Restated Certificate, subject to the special rights of the holders of one or more outstanding

series of Preferred Stock to elect directors, if any, the successors of the class of directors whose term expires at that meeting shall

be elected to hold office for a term expiring at the annual meeting of the stockholders held in the third year following the year of

their election. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier

death, resignation, disqualification or removal. No decrease in the number of directors shall shorten the term of any incumbent director.

The Board of Directors is authorized to assign members of the Board of Directors already in office to Class I, Class II and Class III.

(b)

The number of directors which shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted

from time to time by the Board of Directors.

(c)

The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

Section

5.3 Removal

Subject

to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the Board of Directors

or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders

of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled

to vote at an election of directors.

Section

5.4 Newly Created Directorships and Vacancies.

Subject

to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, except as otherwise provided

by law, any vacancies on the Board of Directors resulting from death, resignation, disqualification, retirement, removal or other causes

and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively by the affirmative

vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director (other than any directors

elected by the separate vote of one or more outstanding series of Preferred Stock), and shall not be filled by the stockholders. Any

director appointed in accordance with the preceding sentence shall hold office until the expiration of the term to which such director

shall have been appointed or until his or her earlier death, resignation, retirement, disqualification, or removal.

Section

5.5 Preferred Stock – Directors

Whenever

the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series

or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the

election, term of office, removal and other features of such directorships shall be governed by the terms of this Third Amended and Restated

Certificate (including any Certificate of Designation). Notwithstanding anything to the contrary in this Article V, the number of directors

that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to paragraph

B of this Article V, and the total number of directors constituting the whole Board of Directors shall be automatically adjusted accordingly.

Except as otherwise provided in the Certificate of Designation(s) in respect of one or more series of Preferred Stock, whenever the holders

of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions

of such Certificate of Designation(s), the terms of office of all such additional directors elected by the holders of such series of

Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional

directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be,

a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

ARTICLE

BYLAWS

furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend

or repeal the Amended and Restated Bylaws of the Corporation (as amended and/or restated from time to time). In addition to any vote

of the holders of any class or series of stock of the Corporation required by applicable law or by this Third Amended and Restated Certificate

(including any Certificate of Designation in respect of one or more series of Preferred Stock) or the Bylaws, the adoption, amendment

or repeal of the Bylaws by the stockholders of the Corporation shall require the affirmative vote of the holders of at least two-thirds

(66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote generally

in an election of directors. No By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would

have been valid if such By-Laws had not been adopted.

ARTICLE

VII

STOCKHOLDERS

(a)

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting

of the stockholders of the Corporation, and shall not be taken by written consent in lieu of a meeting. Notwithstanding the foregoing,

any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately

as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent

expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if a consent or consents

in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant series of Preferred

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 accordance with the applicable

provisions of the DGCL.

(b)

Subject to the special rights of the holders of one or more series of Preferred Stock, special meetings of the stockholders of the Corporation

may be called, for any purpose or purposes, at any time only by or at the direction of the Board of Directors, the Chairperson of the

Board of Directors, the Chief Executive Officer or the President, and shall not be called by any other person or persons.

(c)

Advance notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders

before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

ARTICLE

VIII

LIMITED LIABILITY; INDEMNIFICATION

Section

8.1 Limitation of Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders

for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof

is not permitted under the DGCL as the same exists or may hereafter be amended unless they violated their duty of loyalty to the Corporation

or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful

stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. Any amendment, modification

or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in

respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Section

8.2 Indemnification and Advancement of Expenses.

(a)

To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and

hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened,

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

by reason of the fact that he or she is or was a director or officer of the Corporation or, while 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, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”),

whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other

capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without

limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred

by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay

the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in

advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance

of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay

all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section

8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and

such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit

of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings

to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee

in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized

by the Board.

(b)

The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any

other rights that any indemnitee may have or hereafter acquire under law, this Third Amended and Restated Certificate, the By-Laws, an

agreement, vote of stockholders or disinterested directors, or otherwise.

(c)

Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other

provision of this Third Amended and Restated Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law,

be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification

rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection

existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless

of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior

to such repeal or amendment or adoption of such inconsistent provision.

(d)

This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify

and to advance expenses to persons other than indemnitees.

ARTICLE

CORPORATE OPPORTUNITY

(a)

To the fullest extent permitted by Section 122(17) of the DGCL, the doctrine of corporate opportunity, or any other analogous doctrine,

shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective affiliates, in circumstances

where the application of any such doctrine to a corporate opportunity would conflict with any fiduciary duties or contractual obligations

they may have as of the date of this Third Amended and Restated Certificate or in the future. In addition to the foregoing, the doctrine

of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the directors or officers of the Corporation

unless such corporate opportunity is expressly offered to such person in writing solely in his or her capacity as a director or officer

of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise

be reasonable for the Corporation to pursue.

(b)

Neither the alteration, amendment, addition to or repeal of this Article IX, nor the adoption of any provision of this Third Amended

and Restated Certificate (including any Certificate of Designation) inconsistent with this Article IX, shall eliminate or reduce the

effect of this Article IX in respect of any business opportunity first identified or any other matter occurring, or any cause of action,

suit or claim that, but for this Article IX, would accrue or arise, prior to such alteration, amendment, addition, repeal or adoption.

This Article IX shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or

officer of the Corporation under this Third Amended and Restated Certificate, the Bylaws or applicable law.

ARTICLE

AMENDMENTS

(a)

Notwithstanding anything contained in this Third Amended and Restated Certificate to the contrary, in addition to any vote required by

applicable law, the following provisions in this Third Amended and Restated Certificate may be amended, altered, repealed or rescinded,

in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders

of at least two-thirds (66 and 2/3%) of the total voting power of all the then outstanding shares of stock of the Corporation entitled

to vote thereon, voting together as a single class: Part (b) of Article IV, Article V, Article VI,, Article VII, Article VIII, Article

IX and this Article X.

(b)

If any provision or provisions of this Third Amended and Restated Certificate shall be held to be invalid, illegal or unenforceable as

applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other

circumstance and of the remaining provisions of this Third Amended and Restated Certificate (including, without limitation, each portion

of any paragraph of this Third Amended and Restated Certificate containing any such provision held to be invalid, illegal or unenforceable

that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any

way be affected or impaired thereby and (ii) to the fullest extent permitted by applicable law, the provisions of this Third Amended

and Restated Certificate (including, without limitation, each such portion of any paragraph of this Third Amended and Restated Certificate

containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect

its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of

the Corporation to the fullest extent permitted by law.

ARTICLE

DGCL SECTION 203

The

Corporation hereby expressly elects not be governed by Section 203 of the DGCL.

ARTICLE

XII

EXCLUSIVE

FORUM FOR CERTAIN LAWSUITS; CONSENT TO JURISDICTION

Section

12.1 Forum. Subject to the last sentence in this Section 12.1, and unless the Corporation consents in writing to the selection

of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware shall

be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought

on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other

employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the

Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Third Amended and Restated Certificate

or the By-Laws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal

affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of

process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines

that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent

to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive

jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter

jurisdiction. Notwithstanding the foregoing, (i) the provisions of this Section 12.1 will not apply to suits brought to enforce any liability

or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) unless the Corporation

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

fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under

the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Section

12.2 Consent to Jurisdiction. If any action the subject matter of which is within the scope of Section 12.1 immediately above

is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name

of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts

located within the State of Delaware in connection with any action brought in any such court to enforce Section 12.1 immediately above

(an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC

Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Section

12.3 Severability. If any provision or provisions of this Article XII shall be held to be invalid, illegal or unenforceable

as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity,

legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XII (including,

without limitation, each portion of any sentence of this Article XII containing any such provision held to be invalid, illegal

or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons

or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring

any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this

Article XII.

Section

12.3 Deemed Notice. Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation

shall be deemed to have notice of and consented to this Article XII.

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