Exhibit 3.3
AMENDED AND RESTATED BYLAWS
OF
NUKKLEUS INC.
(hereinafter called the “Corporation”)
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1.1. Place
of Meetings. Meetings of the stockholders of the Corporation shall be held at such time and place, if any, either within or without
the State of Delaware, as shall be designated from time to time by the board of directors of the Corporation (the “Board”).
The Board may, in its sole discretion, determine that a meeting shall not be held at any place, but shall instead be held solely by means
of remote communication in accordance with Section 211(a) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”).
Section 1.2. Annual
Meetings. The annual meeting of stockholders of the Corporation for the election of directors and for the transaction of such other
business as may properly be brought before the meeting in accordance with these amended and restated bylaws of the Corporation (as amended
from time to time in accordance with the provisions hereof, these “Bylaws”) shall be held on such date and at
such time as may be designated from time to time by the Board. The Board may postpone, reschedule or cancel any annual meeting of stockholders
previously scheduled by the Board.
Section 1.3. Special
Meetings. Unless otherwise required by law or by the certificate of incorporation of the Corporation (including the terms of any certificate
of designation with respect to any series of preferred stock), as amended and restated from time to time (the “Certificate
of Incorporation”), special meetings of the stockholders of the Corporation, for any purpose or purposes, may be called
only by the Chairperson of the Board, the Chief Executive Officer or the Board. The ability of the stockholders of the Corporation to
call a special meeting of stockholders is hereby specifically denied. At a special meeting of stockholders, only such business shall be
conducted as shall be specified in the notice of meeting. The Chairperson of the Board, the Chief Executive Officer or the Board may postpone,
reschedule or cancel any special meeting of stockholders previously called by any of them.
Section 1.4. Notice.
Whenever stockholders of the Corporation are required or permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, if any, date and time of the meeting, the record date for determining the stockholders entitled
to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of meeting, the
means of remote communications, if any, by which stockholders and proxy holders may be deemed present in person and vote at such meeting
and, in the case of a special meeting, the purpose or purposes for which the meeting is called and. Unless otherwise required by law or
the Certificate of Incorporation, written notice of any meeting shall be given either personally, by mail or by electronic transmission
(as defined below) (if permitted under the circumstances by the DGCL) not less than ten (10) nor more than sixty (60) days before
the date of the meeting, by or at the direction of the Chairperson of the Board, the Chief Executive Officer or the Board, to each stockholder
entitled to vote at such meeting as of the record date for determining stockholders entitled to notice of the meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder
at the stockholder’s address as it appears on the stock transfer books of the Corporation. If notice is given by means of electronic
transmission, such notice shall be deemed to be given at the times provided in the DGCL. Any stockholder may waive notice of any meeting
before or after the meeting. The attendance of a stockholder at any meeting shall constitute a waiver of notice at such meeting, except
where the stockholder attends the meeting for the express purpose of objecting, and does so object, at the beginning of the meeting to
the transaction of any business because the meeting is not lawfully called or convened. For the purposes of these Bylaws, “electronic
transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a
record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a
recipient through an automated process.
Section 1.5. Adjournments.
Any meeting of stockholders of the Corporation may be adjourned or recessed from time to time to reconvene at the same or some other place,
if any, by holders of a majority of the voting power of the Corporation’s capital stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, though less than a quorum, or by any officer entitled to preside at or to act as secretary
of such meeting, and notice need not be given of any such adjourned or recessed meeting (including an adjournment taken to address a technical
failure to convene or continue a meeting using remote communication) if the time and place, if any, thereof, and the means of remote communication,
if any, by which stockholders and proxy holders may be deemed to be present in person or represented by proxy and vote at such adjourned
or recessed meeting, are (a) announced at the meeting at which the adjournment or recess is taken, (b) displayed during the time scheduled
for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of
remote communication or (c) set forth in the notice of meeting given in accordance with these Bylaws. At the adjourned or recessed meeting,
the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than
thirty (30) days, notice of the adjourned meeting in accordance with the requirements of Section 1.4 of these Bylaws shall
be given to each stockholder of record entitled to vote at the meeting. If, after the adjournment, a new record date for determination
of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders
entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote
at the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for
notice of such adjourned meeting.
Section 1.6. Quorum.
Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority of the voting power of the
Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person, present by means of remote communication,
if any, or represented by proxy, shall constitute a quorum at a meeting of stockholders. Where a separate vote by a class or classes or
series is required, a majority of the voting power of the shares of such class or classes or series present in person, present by means
of remote communication, if any, or represented by proxy shall constitute a quorum entitled to take action with respect to such vote.
If a quorum shall not be present or represented at any meeting of stockholders, either the chairperson of the meeting or the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the
manner provided in Section 1.5 of these Bylaws, until a quorum shall be present or represented. A quorum, once established, shall
not be broken by the withdrawal of enough votes to leave less than a quorum.
Section 1.7. Voting.
(a) General.
Except as provided in the Certificate of Incorporation, every stockholder having the right to vote shall have one vote for each share
of stock having voting power registered in such stockholder’s name on the books of the Corporation. Such votes may be cast in person,
by means of remote communication (if any) or by proxy as provided in Section 1.10 of these Bylaws. The Board, in its discretion,
or the officer of the Corporation presiding at a meeting of stockholders, in such officer’s discretion, may require that any votes
cast at such meeting shall be cast by written ballot.
(b) Matters
Other Than Election of Directors. Any matter brought before any meeting of stockholders of the Corporation, other than the election
of directors, shall be decided by the affirmative vote of the holders of a majority of the voting power of the Corporation’s capital
stock present in person, present by means of remote communication, if any, or represented by proxy at the meeting and entitled to vote
on such matter, voting as a single class, unless the matter is one upon which, by express provision of law, the Certificate of Incorporation
or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such matter.
(c) Election
of Directors. Subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances,
election of directors at all meetings of the stockholders at which directors are to be elected shall be by a plurality of the votes cast
at any meeting for the election of directors at which a quorum is present.
Section 1.8. Voting
of Stock of Certain Holders. Shares of stock of the Corporation standing in the name of another corporation or entity, domestic or
foreign, and entitled to vote may be voted by such officer, agent or proxy as the bylaws or other internal regulations of such corporation
or entity may prescribe or, in the absence of such provision, as the board of directors or comparable body of such corporation or entity
may determine. Shares of stock of the Corporation standing in the name of a deceased person, a minor, an incompetent or a debtor in a
case under Title 11, United States Code, and entitled to vote may be voted by an administrator, executor, guardian, conservator, debtor-in-possession
or trustee, as the case may be, either in person or by proxy, without transfer of such shares into the name of the official or other person
so voting. A stockholder whose shares of stock of the Corporation are pledged shall be entitled to vote such shares, unless on the transfer
records of the Corporation such stockholder has expressly empowered the pledgee to vote such shares, in which case only the pledgee, or
the pledgee’s proxy, may vote such shares.
Section 1.9. Treasury
Stock. Shares of stock of the Corporation belonging to the Corporation, or to another corporation a majority of the shares entitled
to vote in the election of directors of which are held by the Corporation, shall not be voted at any meeting of stockholders of the Corporation
and shall not be counted in the total number of outstanding shares for the purpose of determining whether a quorum is present. Nothing
in this Section 1.9 shall limit the right of the Corporation to vote shares of stock of the Corporation held by it in a fiduciary
capacity.
Section 1.10. Proxies.
Each stockholder entitled to vote at a meeting of stockholders of the Corporation may authorize another person or persons to act for such
stockholder by proxy filed with the secretary of the Corporation (the “Secretary”) before or at the time of
the meeting. No such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. Any stockholder directly or indirectly soliciting proxies from other stockholders must
use a proxy card color other than white, which shall be reserved for the exclusive use by the Board.
Section 1.11. No Consent
of Stockholders in Lieu of Meeting. Except as otherwise expressly provided by the terms of any series of preferred stock permitting
the holders of such series of preferred stock to act by written consent, any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation, and, as specified by
the Certificate of Incorporation, the ability of the stockholders to consent in writing to the taking of any action is specifically denied.
Section 1.12. List
of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare
and make or have prepared and made, at least ten (10) days before every meeting of stockholders of the Corporation, a complete list of
the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders
entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the stockholders entitled to vote as of the
tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Nothing in this Section 1.12 shall require the Corporation to
include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of
any stockholder for any purpose germane to the meeting for a period of at least ten (10) days ending on the day before the meeting date:
(a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with
the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. In the event
that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure
that such information is available only to stockholders of the Corporation.
Section 1.13. Record
Date. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders of the Corporation
or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board, and which record date shall not be more than sixty (60) days nor less than ten (10) days
before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders
entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the
date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding
the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting
is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting, but the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and
in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date
as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 1.13
at the adjourned meeting.
Section 1.14. Organization
and Conduct of Meetings. The Chairperson of the Board shall act as chairperson of meetings of stockholders of the Corporation. The
Board may designate any director or officer of the Corporation to act as chairperson of any meeting in the absence of the Chairperson
of the Board, and the Board may further provide for determining who shall act as chairperson of any meeting of stockholders in the absence
of the Chairperson of the Board and such designee. The Board may adopt by resolution such rules, regulations and procedures for the conduct
of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules, regulations and procedures
as adopted by the Board, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or
no reason) to recess or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment
of such chairperson, are necessary, appropriate or convenient for the proper conduct of the meeting. Such rules, regulations or procedures,
whether adopted by the Board or prescribed by the chairperson of the meeting, may include the following: (a) the establishment of
an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter
to be voted on at the meeting; (c) rules, regulations and procedures for maintaining order at the meeting and the safety of those
present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly
authorized proxies or such other persons as the chairperson of the meeting shall determine; (e) restrictions on entry to the meeting
after the time fixed for the commencement of the meeting; (f) limitations on the time allotted to questions or comments by participants;
(g) removal of any stockholder or any other individual who refuses to comply with meeting rules, regulations or procedures; (h) the conclusion,
recess or adjournment of the meeting, regardless of whether a quorum is present, to a later date and time and at a place, if any, announced
at the meeting; (i) restrictions on the use of audio and video recording devices, cell phones and other electronic devices; (j) rules,
regulations or procedures for compliance with any state or local laws or regulations including those concerning safety, health and security;
(k) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting and (l) any
rules, regulations or procedures as the chairperson may deem appropriate regarding the participation by means of remote communication
of stockholders and proxyholders not physically present at a meeting, whether such meeting is to be held at a designated place or solely
by means of remote communication. The chairperson of a stockholder meeting, in addition to making any other determinations that may be
appropriate regarding the conduct of the meeting, shall determine and declare to the meeting that a matter of business was not properly
brought before the meeting, and, if the chairperson should so determine, the chairperson shall so declare to the meeting and any such
matter of business not properly brought before the meeting shall not be transacted or considered. Except to the extent determined by the
Board or the person presiding at the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.
Section 1.15. Inspectors
of Election. In advance of any meeting of stockholders of the Corporation, the Chairperson of the Board, the Chief Executive Officer
or the Board, by resolution, shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more
other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able
to act at a meeting of stockholders, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Unless
otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering
upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge
of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may
be required by applicable law.
Section 1.16. Notice
of Stockholder Proposals and Director Nominations.
(a) Annual
Meetings of Stockholders. Nominations of persons for election to the Board and the proposal of business other than nominations to
be considered by the stockholders may be made at an annual meeting of stockholders only: (i) pursuant to the Corporation’s
notice of meeting (or any supplement thereto) with respect to such annual meeting given by or at the direction of the Board (or any
duly authorized committee thereof), (ii) as otherwise properly brought before such annual meeting by or at the direction of the Board
(or any duly authorized committee thereof) or (iii) by any stockholder of the Corporation who (A) is a stockholder of record
at the time of the giving of the notice provided for in this Section 1.16 through the date of such annual meeting, (B) is
entitled to vote at such annual meeting and (C) complies with the notice procedures set forth in this Section 1.16. For the
avoidance of doubt, compliance with the foregoing clause (iii) shall be the exclusive means for a stockholder to make nominations,
or to propose any other business (other than a proposal included in the Corporation’s proxy materials pursuant to and in compliance
with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder,
the “Exchange Act”)), at an annual meeting of stockholders.
(b) Timing
of Notice for Annual Meetings. In addition to any other applicable requirements, for nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to Section 1.16(a)(iii) above, the stockholder must have given timely
notice thereof in proper written form to the Secretary, and, in the case of business other than nominations, such business must be a proper
matter for stockholder action. To be timely, such notice must be received by the Secretary at the principal executive offices of the Corporation
not later than the Close of Business on the ninetieth (90th) day, or earlier than the one hundred twentieth (120th) day, prior to the
first anniversary of the date of the preceding year’s annual meeting of stockholders; provided, however, that if the
date of the annual meeting of stockholders is more than thirty (30) days prior to, or more than sixty (60) days after, the first anniversary
of the date of the preceding year’s annual meeting or if no annual meeting was held in the preceding year, to be timely, a stockholder’s
notice must be so received not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the
Close of Business on the later of (i) the ninetieth (90th) day prior to such annual meeting and (ii) the tenth (10th) day following the
day on which public disclosure (as defined below) of the date of the meeting is first made by the Corporation. In no event shall the adjournment,
recess, postponement, judicial stay or rescheduling of an annual meeting (or the public disclosure thereof) commence a new time period
(or extend any time period) for the giving of notice as described above.
(c) Form
of Notice. To be in proper written form, the notice of any stockholder of record giving notice under this Section 1.16 (each,
a “Noticing Party”) must (x) consent to and will cooperate with any background checks, requests for information
and regulatory filings and disclosures reasonably requested by the Board in connection with any regulations applicable to, or licenses
held by, the Corporation, and (y) set forth:
(i) as
to each person whom such Noticing Party proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”),
if any:
(A) the name,
age, business address and residential address of such Proposed Nominee;
(B) the principal
occupation and employment of such Proposed Nominee;
(C) a written questionnaire
with respect to the background and qualifications of such Proposed Nominee, completed by such Proposed Nominee in the form required by
the Corporation (which form such Noticing Party shall request in writing from the Secretary prior to submitting notice and which the Secretary
shall provide to such Noticing Party within ten (10) days after receiving such request);
(D) a written representation
and agreement completed by such Proposed Nominee in the form required by the Corporation (which form such Noticing Party shall request
in writing from the Secretary prior to submitting notice and which the Secretary shall provide to such Noticing Party within ten (10)
days after receiving such request) providing that such Proposed Nominee: (I) is not and will not become a party to any agreement, arrangement
or understanding with, and has not given any commitment or assurance to, any person or entity as to how such Proposed Nominee, if elected
as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has
not been disclosed to the Corporation or any Voting Commitment that could limit or interfere with such Proposed Nominee’s ability
to comply, if elected as a director of the Corporation, with such Proposed Nominee’s fiduciary duties under applicable law; (II)
is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation
with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director
or nominee that has not been disclosed to the Corporation; (III) will, if elected as a director of the Corporation, comply with all applicable
rules of any securities exchanges upon which the Corporation’s securities are listed, the Certificate of Incorporation, these Bylaws,
all applicable publicly disclosed corporate governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies
and all other guidelines and policies of the Corporation generally applicable to directors (which other guidelines and policies will be
provided to such Proposed Nominee within five (5) business days after the Secretary receives any written request therefor from such Proposed
Nominee), and all applicable fiduciary duties under state law; (IV) consents to being named as a nominee in the Corporation’s proxy
statement and form of proxy for the meeting; (V) intends to serve a full term as a director of the Corporation, if elected; (VI) will
provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true
and correct and that do not and will not omit to state any fact necessary in order to make the statements made, in light of the circumstances
under which they are made, not misleading; and (VII) will tender his or her resignation as a director of the Corporation if the Board
determines that such Proposed Nominee failed to comply with the provisions of this Section 1.16(c)(i)(D) in any material respect,
provides such Proposed Nominee notice of any such determination and, if such non-compliance may be cured, such Proposed Nominee fails
to cure such non-compliance within ten (10) business days after delivery of such notice to such Proposed Nominee;
(E) a description
of all direct and indirect compensation and other material monetary agreements, arrangements or understandings, written or oral, during
the past three (3) years, and any other material relationships, between or among such Proposed Nominee or any of such Proposed Nominee’s
affiliates or associates (each as defined below), on the one hand, and any Noticing Party or any Stockholder Associated Person (as defined
below), on the other hand, including all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation
S-K as if such Noticing Party and any Stockholder Associated Person were the “registrant” for purposes of such rule and the
Proposed Nominee were a director or executive officer of such registrant;
(F) a description
of any business or personal interests that could reasonably be expected to place such Proposed Nominee in a potential conflict of interest
with the Corporation or any of its subsidiaries; and
(G) all other
information relating to such Proposed Nominee or such Proposed Nominee’s associates that would be required to be disclosed in a
proxy statement or other filing required to be made by such Noticing Party or any Stockholder Associated Person in connection with the
solicitation of proxies for the election of directors in a contested election or otherwise required pursuant to Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder (collectively, the “Proxy Rules”);
(ii) as
to any other business that such Noticing Party proposes to bring before the meeting:
(A) a reasonably brief
description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting;
(B) the text of the
proposal or business (including the complete text of any resolutions proposed for consideration and, in the event that such business includes
a proposal to amend the Certificate of Incorporation or these Bylaws, the text of the proposed amendment); and
(C) all other information
relating to such business that would be required to be disclosed in a proxy statement or other filing required to be made by such Noticing
Party or any Stockholder Associated Person in connection with the solicitation of proxies in support of such proposed business by such
Noticing Party or any Stockholder Associated Person pursuant to the Proxy Rules; and
(iii) as
to such Noticing Party and each Stockholder Associated Person:
(A) the name and address
of such Noticing Party and each Stockholder Associated Person (including, as applicable, as they appear on the Corporation’s books
and records);
(B) the class, series
and number of shares of each class or series of capital stock (if any) of the Corporation that are, directly or indirectly, owned beneficially
or of record (specifying the type of ownership) by such Noticing Party or any Stockholder Associated Person (including any rights to acquire
beneficial ownership at any time in the future, whether such right is exercisable immediately or only after the passage of time or the
fulfillment of a condition); the date or dates on which such shares were acquired; and the investment intent of such acquisition;
(C) the name of each
nominee holder for, and number of, any securities of the Corporation owned beneficially but not of record by such Noticing Party or any
Stockholder Associated Person and any pledge by such Noticing Party or any Stockholder Associated Person with respect to any of such securities;
(D) a complete and
accurate description of all agreements, arrangements or understandings, written or oral, (including any derivative or short positions,
profit interests, hedging transactions, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar
rights, repurchase agreements or arrangements, borrowed or loaned shares and so-called “stock borrowing” agreements or arrangements)
that have been entered into by, or on behalf of, such Noticing Party or any Stockholder Associated Person, the effect or intent of which
is to mitigate loss, manage risk or benefit from changes in the price of any securities of the Corporation, or maintain, increase or decrease
the voting power of such Noticing Party or any Stockholder Associated Person with respect to securities of the Corporation, whether or
not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Corporation and without regard
to whether such agreement, arrangement or understanding is required to be reported on a Schedule 13D, 13F or 13G in accordance with the
Exchange Act (any of the foregoing, a “Derivative Instrument”);
(E) any substantial
interest, direct or indirect (including any existing or prospective commercial, business or contractual relationship with the Corporation),
by security holdings or otherwise, of such Noticing Party or any Stockholder Associated Person in the Corporation or any affiliate thereof,
other than an interest arising from the ownership of Corporation securities where such Noticing Party or such Stockholder Associated Person
receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;
(F) a complete and
accurate description of all agreements, arrangements or understandings, written or oral, (I) between or among such Noticing Party and
any of the Stockholder Associated Persons or (II) between or among such Noticing Party or any Stockholder Associated Person and any other
person or entity (naming each such person or entity), including (x) any proxy, contract, arrangement, understanding or relationship pursuant
to which such Noticing Party or any Stockholder Associated Person, directly or indirectly, has a right to vote any security of the Corporation
(other than any revocable proxy given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange
Act by way of a solicitation statement filed on Schedule 14A) and (y) any understanding, written or oral, that such Noticing Party or
any Stockholder Associated Person may have reached with any stockholder of the Corporation (including the name of such stockholder) with
respect to how such stockholder will vote such stockholder’s shares in the Corporation at any meeting of the Corporation’s
stockholders or take other action in support of any Proposed Nominee or other business, or other action to be taken, by such Noticing
Party or any Stockholder Associated Person ;
(G) any rights to
dividends on the shares of the Corporation owned beneficially by such Noticing Party or any Stockholder Associated Person that are separated
or separable from the underlying shares of the Corporation;
(H) any proportionate
interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership, limited
liability company or similar entity in which such Noticing Party or any Stockholder Associated Person (I) is a general partner or, directly
or indirectly, beneficially owns an interest in a general partner of such general or limited partnership or (II) is the manager, managing
member or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or
similar entity;
(I) any significant
equity interests or any Derivative Instruments in any principal competitor of the Corporation held by such Noticing Party or any Stockholder
Associated Person;
(J) any direct or
indirect interest of such Noticing Party or any Stockholder Associated Person in any contract or arrangement with the Corporation, any
affiliate of the Corporation or any principal competitor of the Corporation (including any employment agreement, collective bargaining
agreement or consulting agreement);
(K) a description
of any material interest of such Noticing Party or any Stockholder Associated Person in the business proposed by such Noticing Party,
if any, or the election of any Proposed Nominee;
(L) a representation
that (I) neither such Noticing Party nor any Stockholder Associated Person has breached any contract or other agreement, arrangement or
understanding with the Corporation except as disclosed to the Corporation pursuant hereto and (II) such Noticing Party and each Stockholder
Associated Person has complied, and will comply, with all applicable requirements of state law and the Exchange Act with respect to the
matters set forth in this Section 1.16;
(M) a complete and
accurate description of any performance-related fees (other than asset-based fees) to which such Noticing Party or any Stockholder Associated
Person may be entitled as a result of any increase or decrease in the value of the Corporation’s securities or any Derivative Instruments,
including any such fees to which members of any Stockholder Associated Person’s immediate family sharing the same household may
be entitled;
(N) a description
of the investment strategy or objective, if any, of such Noticing Party or any Stockholder Associated Person who is not an individual;
(O) all information
that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) under the Exchange Act or an amendment pursuant
to Rule 13d-2(a) under the Exchange Act if such a statement were required to be filed under the Exchange Act by such Noticing Party or
any Stockholder Associated Person, or such Noticing Party’s or any Stockholder Associated Person’s associates, (regardless
of whether such person or entity is actually required to file a Schedule 13D), including a description of any agreement that would be
required to be disclosed by such Noticing Party, any Stockholder Associated Person or any of their respective associates pursuant to Item
5 or Item 6 of Schedule 13D;
(P) a certification
that such Noticing Party and each Stockholder Associated Person has complied with all applicable federal, state and other legal requirements
in connection with such Noticing Party’s or Stockholder Associated Person’s acquisition of shares of capital stock or other
securities of the Corporation and such Noticing Party’s or Stockholder Associated Person’s acts or omissions as a stockholder
of the Corporation, if such Noticing Party or Stockholder Associated Person is or has been a stockholder of the Corporation;
(Q) (I) if the Noticing
Party (or the beneficial owner(s) on whose behalf such Noticing Party is submitting a notice to the Corporation) is not a natural person,
the identity of each natural person associated with such Noticing Party (or beneficial owner(s)) responsible for the formulation of and
decision to propose the business or nomination to be brought before the meeting (such person or persons, the “Responsible
Person”), the manner in which such Responsible Person was selected, any fiduciary duties owed by such Responsible Person
to the equity holders or other beneficiaries of such Noticing Party (or beneficial owner(s)), the qualifications and background of such
Responsible Person and any material interests or relationships of such Responsible Person that are not shared generally by any other record
or beneficial holder of the shares of any class or series of the capital stock of the Corporation and that reasonably could have influenced
the decision of such Noticing Party (or beneficial owner(s)) to propose such business or nomination to be brought before the meeting and
(II) if the Noticing Party (or the beneficial owner(s) on whose behalf such Noticing Party is submitting a notice to the Corporation)
is a natural person, the qualifications and background of such natural person and any material interests or relationships of such natural
person that are not shared generally by any other record or beneficial holder of the shares of any class or series of the capital stock
of the Corporation and that reasonably could have influenced the decision of such Noticing Party (or beneficial owner(s)) to propose such
business or nomination to be brought before the meeting; and
(R) all other information
relating to such Noticing Party or any Stockholder Associated Person, or such Noticing Party’s or any Stockholder Associated Person’s
associates, that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation
of proxies in support of the business proposed by such Noticing Party, if any, or for the election of any Proposed Nominee in a contested
election or otherwise pursuant to the Proxy Rules;
provided, however, that the disclosures
in the foregoing subclauses (A) through (R) shall not include any such disclosures with respect to the ordinary course business activities
of any broker, dealer, commercial bank, trust company or other nominee who is a Noticing Party solely as a result of being the stockholder
directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.
(iv) a
representation that such Noticing Party intends to appear in person or cause a Qualified Representative (as defined below) of such Noticing
Party to appear in person at the meeting to bring such business before the meeting or nominate any Proposed Nominees, as applicable, and
an acknowledgment that, if such Noticing Party (or a Qualified Representative of such Noticing Party) does not appear to present such
business or Proposed Nominees, as applicable, at such meeting, the Corporation need not present such business or Proposed Nominees for
a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation;
(v) a complete and
accurate description of any pending or, to such Noticing Party’s knowledge, threatened legal proceeding in which such Noticing Party
or any Stockholder Associated Person is a party or participant involving the Corporation or, to such Noticing Party’s knowledge,
any current or former officer, director, affiliate or associate of the Corporation;
(vi) identification
of the names and addresses of other stockholders (including beneficial owners) known by such Noticing Party to support the nomination(s)
or other business proposal(s) submitted by such Noticing Party and, to the extent known, the class and number of all shares of the Corporation’s
capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and
(vii) a representation
from such Noticing Party as to whether such Noticing Party or any Stockholder Associated Person intends or is part of a group that intends
to (A) solicit proxies in support of the election of any Proposed Nominee in accordance with Rule 14a-19 under the Exchange Act or (B)
engage in a solicitation (within the meaning of Exchange Act Rule 14a-1(l)) with respect to the nomination or other business, as applicable,
and if so, the name of each participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in such solicitation.
(d) Additional
Information. In addition to the information required pursuant to the foregoing provisions of this Section 1.16, the Corporation
may require any Noticing Party to furnish such other information as the Corporation may reasonably require to determine the eligibility
or suitability of a Proposed Nominee to serve as a director of the Corporation or that could be material to a reasonable stockholder’s
understanding of the independence, or lack thereof, of such Proposed Nominee, under the listing standards of each securities exchange
upon which the Corporation’s securities are listed, any applicable rules of the Securities and Exchange Commission, any publicly
disclosed standards used by the Board in selecting nominees for election as a director and for determining and disclosing the independence
of the Corporation’s directors, including those applicable to a director’s service on any of the committees of the Board,
or the requirements of any other laws or regulations applicable to the Corporation. If requested by the Corporation, any supplemental
information required under this paragraph shall be provided by a Noticing Party within ten (10) days after it has been requested by the
Corporation. In addition, the Board may require any Proposed Nominee to submit to interviews with the Board or any committee thereof,
and such Proposed Nominee shall make himself or herself available for any such interviews within ten (10) days following any reasonable
request therefor from the Board or any committee thereof.
(e) Special
Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation’s notice of meeting (or any supplement thereto). Nominations of persons for election to
the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice
of meeting (or any supplement thereto) (i) by or at the direction of the Board (or any duly authorized committee thereof) or (ii) provided
that one or more directors are to be elected at such meeting pursuant to the Corporation’s notice of meeting, by any stockholder
of the Corporation who (A) is a stockholder of record on the date of the giving of the notice provided for in this Section 1.16(e)
through the date of such special meeting, (B) is entitled to vote at such special meeting and upon such election and (C) complies
with the notice procedures set forth in this Section 1.16(e). In addition to any other applicable requirements, for director nominations
to be properly brought before a special meeting by a stockholder pursuant to the foregoing clause (ii), such stockholder must have given
timely notice thereof in proper written form to the Secretary. To be timely, such notice must be received by the Secretary at the principal
executive offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later
than the Close of Business on the later of (x) the ninetieth (90th) day prior to such special meeting and (y) the tenth (10th) day following
the day on which public disclosure of the date of the meeting is first made by the Corporation. In no event shall an adjournment, recess,
postponement, judicial stay or rescheduling of a special meeting (or the public disclosure thereof) commence a new time period (or extend
any time period) for the giving of a stockholder’s notice as described above. To be in proper written form, such notice shall include
all information required pursuant to Section 1.16(c) above, and such stockholder and any Proposed Nominee shall comply with Section
1.16(d) above, as if such notice were being submitted in connection with an annual meeting of stockholders.
(f) General.
(i) No
person shall be eligible for election as a director of the Corporation unless the person is nominated by a stockholder in accordance with
the procedures set forth in this Section 1.16 or the person is nominated by the Board, and no business shall be conducted at a
meeting of stockholders of the Corporation except business brought by a stockholder in accordance with the procedures set forth in this
Section 1.16 or by the Board. The number of nominees a stockholder may nominate for election at a meeting may not exceed the number
of directors to be elected at such meeting, and for the avoidance of doubt, no stockholder shall be entitled to make additional or substitute
nominations following the expiration of the time periods set forth in Section 1.16(b) or Section 1.16(e), as applicable.
Except as otherwise provided by law, the chairperson of a meeting shall have the power and the duty to determine whether a nomination
or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these Bylaws, and,
if the chairperson of the meeting determines that any proposed nomination or business was not properly brought before the meeting, the
chairperson shall declare to the meeting that such nomination shall be disregarded or such business shall not be transacted, and no vote
shall be taken with respect to such nomination or proposed business, in each case, notwithstanding that proxies with respect to such vote
may have been received by the Corporation. Notwithstanding the foregoing provisions of this Section 1.16, unless otherwise required
by law, if the Noticing Party (or a Qualified Representative of the Noticing Party) proposing a nominee for director or business to be
conducted at a meeting does not appear at the meeting of stockholders of the Corporation to present such nomination or propose such business,
such proposed nomination shall be disregarded or such proposed business shall not be transacted, as applicable, and no vote shall be taken
with respect to such nomination or proposed business, notwithstanding that proxies with respect to such vote may have been received by
the Corporation.
(ii) A
Noticing Party shall update such Noticing Party’s notice provided under the foregoing provisions of this Section 1.16, if
necessary, such that the information provided or required to be provided in such notice shall be true and correct as of (A) the record
date for determining the stockholders entitled to receive notice of the meeting and (B) the date that is ten (10) business days prior
to the meeting (or any postponement, rescheduling or adjournment thereof), and such update shall (I) be received by the Secretary at the
principal executive offices of the Corporation (x) not later than the Close of Business five (5) business days after the record date for
determining the stockholders entitled to receive notice of such meeting (in the case of an update required to be made under clause (A))
and (y) not later than the Close of Business seven (7) business days prior to the date for the meeting or, if practicable, any postponement,
rescheduling or adjournment thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has
been postponed, rescheduled or adjourned) (in the case of an update required to be made pursuant to clause (B)), (II) be made only to
the extent that information has changed since such Noticing Party’s prior submission and (III) clearly identify the information
that has changed since such Noticing Party’s prior submission. For the avoidance of doubt, any information provided pursuant to
this Section 1.16(f)(ii) shall not be deemed to cure any deficiencies or inaccuracies in a notice previously delivered pursuant
to this Section 1.16 and shall not extend the time period for the delivery of notice pursuant to this Section 1.16. If a
Noticing Party fails to provide such written update within such period, the information as to which such written update relates may be
deemed not to have been provided in accordance with this Section 1.16.
(iii) If
any information submitted pursuant to this Section 1.16 by any Noticing Party nominating individuals for election or reelection
as a director or proposing business for consideration at a stockholder meeting shall be inaccurate in any material respect (as determined
by the Board or a committee thereof), such information shall be deemed not to have been provided in accordance with this Section 1.16.
Any such Noticing Party shall notify the Secretary in writing at the principal executive offices of the Corporation of any inaccuracy
or change in any information submitted pursuant to this Section 1.16 (including if any Noticing Party or any Stockholder Associated
Person no longer intends to solicit proxies in accordance with the representation made pursuant to Section 1.16(c)(vii)(B)) within
two (2) business days after becoming aware of such inaccuracy or change, and any such notification shall clearly identify the inaccuracy
or change, it being understood that no such notification may cure any deficiencies or inaccuracies with respect to any prior submission
by such Noticing Party. Upon written request of the Secretary on behalf of the Board (or a duly authorized committee thereof), any such
Noticing Party shall provide, within seven (7) business days after delivery of such request (or such other period as may be specified
in such request), (A) written verification, reasonably satisfactory to the Board, any committee thereof or any authorized officer of the
Corporation, to demonstrate the accuracy of any information submitted by such Noticing Party pursuant to this Section 1.16 and
(B) a written affirmation of any information submitted by such Noticing Party pursuant to this Section 1.16 as of an earlier date.
If a Noticing Party fails to provide such written verification or affirmation within such period, the information as to which written
verification or affirmation was requested may be deemed not to have been provided in accordance with this Section 1.16.
(iv) If
(A) any Noticing Party or any Stockholder Associated Person provides notice pursuant to Rule 14a-19(b) under the Exchange Act with respect
to any Proposed Nominee and (B) (1) such Noticing Party or Stockholder Associated Person subsequently either (x) notifies the Corporation
that such Noticing Party or Stockholder Associated Person no longer intends to solicit proxies in support of the election or reelection
of such Proposed Nominee in accordance with Rule 14a-19(b) under the Exchange Act or (y) fails to comply with the requirements of Rule
14a-19(a)(2) or Rule 14a-19(a)(3) under the Exchange Act and (2) no other Noticing Party or Stockholder Associated Person that has provided
notice pursuant to Rule 14a-19(b) under the Exchange Act with respect to such Proposed Nominee (x) intends to solicit proxies in support
of the election or reelection of such Proposed Nominee in accordance with Rule 14a-19(b) under the Exchange Act and (y) has complied with
the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) under the Exchange Act, then the nomination of such Proposed Nominee shall
be disregarded and no vote on the election of such Proposed Nominee shall occur (notwithstanding that proxies in respect of such vote
may have been received by the Corporation). Upon request by the Corporation, if any Noticing Party or any Stockholder Associated Person
provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such Noticing Party shall deliver to the Secretary, no later than five
(5) business days prior to the applicable meeting date, reasonable evidence that the requirements of Rule 14a-19(a)(3) under the Exchange
Act have been satisfied.
(v) In
addition to complying with the foregoing provisions of this Section 1.16, a stockholder shall also comply with all applicable
requirements of state law and the Exchange Act with respect to the matters set forth in this Section 1.16. Nothing in this Section
1.16 shall be deemed to affect any rights of (A) stockholders to request inclusion of proposals in the Corporation’s proxy
statement pursuant to Rule 14a-8 under the Exchange Act, (B) stockholders to request inclusion of nominees in the Corporation’s
proxy statement pursuant to the Proxy Rules or (C) the holders of any series of preferred stock to elect directors pursuant to any
applicable provisions of the Certificate of Incorporation.
(vi) Any
written notice, supplement, update or other information required to be delivered by a stockholder to the Corporation pursuant to this
Section 1.16 must be given by personal delivery, by overnight courier or by registered or certified mail, postage prepaid, to the
Secretary at the Corporation’s principal executive offices.
(vii) For
purposes of these Bylaws, (A) “affiliate” and “associate” each shall have the respective
meanings set forth in Rule 12b-2 under the Exchange Act; (B) “beneficial owner” or “beneficially
owned” shall have the meaning set forth for such terms in Section 13(d) of the Exchange Act; (C) “Close of Business”
shall mean 5:00 p.m. Eastern Time on any calendar day, whether or not the day is a business day; (D) “public disclosure”
shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act; (E) a “Qualified Representative”
of a Noticing Party means (I) a duly authorized officer, manager or partner of such Noticing Party or (II) a person authorized by a writing
executed by such Noticing Party (or a reliable reproduction or electronic transmission of the writing) delivered by such Noticing Party
to the Corporation prior to the making of any nomination or proposal at a stockholder meeting stating that such person is authorized to
act for such Noticing Party as proxy at the meeting of stockholders, which writing or electronic transmission, or a reliable reproduction
of the writing or electronic transmission, must be produced at the meeting of stockholders; and (F) “Stockholder Associated
Person” shall mean, with respect to a Noticing Party and if different from such Noticing Party, any beneficial owner of
shares of stock of the Corporation on whose behalf such Noticing Party is providing notice of any nomination or other business proposed,
(I) any person directly or indirectly controlling, controlled by or under common control with such Noticing Party or beneficial owner(s),
(II) any member of the immediate family of such Noticing Party or beneficial owner(s) sharing the same household, (III) any person or
entity who is a member of a “group” (as such term is used in Rule 13d-5 under the Exchange Act (or any successor provision
at law)) with, or is otherwise known by such Noticing Party or other Stockholder Associated Person to be acting in concert with, such
Noticing Party, such beneficial owner(s) or any other Stockholder Associated Person with respect to the stock of the Corporation, (IV)
any affiliate or associate of such Noticing Party, such beneficial owner(s) or any other Stockholder Associated Person, (V) if such Noticing
Party or any such beneficial owner is not a natural person, any Responsible Person, (VI) any participant (as defined in paragraphs (a)(ii)-(vi)
of Instruction 3 to Item 4 of Schedule 14A) with such Noticing Party, such beneficial owner(s) or any other Stockholder Associated
Person with respect to any proposed business or nominations, as applicable, (VII) any beneficial owner of shares of stock of the Corporation
owned of record by such Noticing Party or any other Stockholder Associated Person (other than a stockholder that is a depositary) and
(VIII) any Proposed Nominee.
ARTICLE II
DIRECTORS
Section 2.1. Number.
Within the limit set forth in the Certificate of Incorporation, the number of directors that shall constitute the entire Board shall be
fixed, from time to time, exclusively by the Board, subject to the rights of the holders of any series of preferred stock with respect
to the election of directors, if any.
Section 2.2. Duties
and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these
Bylaws required to be exercised or done by the stockholders.
Section 2.3. Meetings.
The Board may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board may
be held at such time and at such place as may from time to time be determined by the Board. Special meetings of the Board may be called
by the Chairperson of the Board (if there be one), the Chief Executive Officer or the Board and shall be held at such place, on such date
and at such time as he, she or it shall specify.
Section 2.4. Notice.
Notice of any meeting of the Board stating the place, date and time of the meeting shall be given to each director by mail posted not
less than five (5) days before the date of the meeting, by nationally recognized overnight courier deposited not less than two (2)
days before the date of the meeting or by email, facsimile or other means of electronic transmission delivered or sent not less than twenty-four
(24) hours before the date and time of the meeting, or on such shorter notice as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances. If mailed or sent by overnight courier, such notice shall be deemed to be given at the
time when it is deposited in the United States mail with first class postage prepaid or deposited with the overnight courier. Notice by
facsimile or other electronic transmission shall be deemed given when the notice is transmitted. Any director may waive notice of any
meeting before or after the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting,
except where the director attends the meeting for the express purpose of objecting, and does so object, 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 Board need be specified in any notice of such meeting unless so required by law.
A meeting may be held at any time without notice if all of the directors are present or if those not present waive notice of the meeting
in accordance with Section 5.6 of these Bylaws.
Section 2.5. Chairperson
of the Board. The Chairperson of the Board shall be chosen from among the directors and may be the Chief Executive Officer. Except
as otherwise provided by law, the Certificate of Incorporation or Section 2.6 or Section 2.7 of these Bylaws, the Chairperson
of the Board shall preside at all meetings of stockholders and of the Board. The Chairperson of the Board shall have such other powers
and duties as may from time to time be assigned by the Board.
Section 2.6. Lead Director.
If the Chairperson of the Board does not qualify as independent in accordance with the applicable rules of any securities exchanges upon
which the Corporation’s securities are listed, the Independent Directors (as defined below) shall appoint a Lead Director. The Lead
Director shall be one of the directors who has been determined by the Board to be an “independent director” (any such director,
an “Independent Director”). The Lead Director shall preside at all executive sessions of the Board and any other
meeting of the Board at which the Chairperson of the Board is not present and have such other responsibilities, and perform such duties,
as may from time to time be assigned to him or her by the Board.
Section 2.7. Organization.
At each meeting of the Board, the Chairperson of the Board, or, in the Chairperson’s absence, the Lead Director (if any), or, in
the Lead Director’s absence, a director chosen by a majority of the directors present, shall act as chairperson. The Secretary shall
act as secretary at each meeting of the Board. In case the Secretary shall be absent from any meeting of the Board, an assistant secretary
shall perform the duties of secretary at such meeting, and in the absence from any such meeting of the Secretary and all assistant secretaries,
the chairperson of the meeting may appoint any person to act as secretary of the meeting.
Section 2.8. Resignations
and Removals of Directors. Any director of the Corporation may resign at any time, by giving notice in writing or by electronic transmission
to the Chairperson of the Board, the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the occurrence of some other event, and, unless otherwise specified in such
notice, the acceptance of such resignation shall not be necessary to make it effective. Subject to the rights of holders of any series
of preferred stock with respect to the election of directors, a director may be removed from office by the stockholders of the Corporation
with or without cause by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares
of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
Section 2.9. Quorum.
At all meetings of the Board, a majority of directors constituting the Board shall constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum
shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.
Section 2.10. Actions
of the Board by Written Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting, if all the members of the Board or committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or electronic transmission is filed with the minutes of proceedings of the Board or committee.
Section 2.11. Telephonic
Meetings. Members of the Board, or any committee thereof, may participate in a meeting of the Board or such committee by means of
a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak
with each other, and participation in a meeting pursuant to this Section 2.11 shall constitute presence in person at such meeting.
Section 2.12. Committees.
The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation and, to the
extent permitted by law, to have and exercise such authority as may be provided for in the resolutions creating such committee, as such
resolutions may be amended from time to time. The Board may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of an alternate member to replace the absent or disqualified member, the
member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member. Each
committee shall keep regular minutes and report to the Board when required. A majority of directors present at any committee meeting at
which there is a quorum may determine such committee’s action and fix the time and place of its meetings, unless the Board shall
otherwise provide. The Board shall have the power at any time to fill vacancies in, to change the membership of or to dissolve any such
committee.
Section 2.13. Compensation.
The Board shall have the authority to fix the compensation of directors. The directors shall be paid their reasonable expenses, if any,
of attendance at each meeting of the Board or any committee thereof and may be paid a fixed sum for attendance at each such meeting and
an annual retainer or salary for service as director or committee member, payable in cash or securities. No such payment shall preclude
any director from serving the Corporation in any other capacity and receiving compensation therefor. Directors who are full-time employees
of the Corporation shall not receive any compensation for their service as director.
Section 2.14. Interested
Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation
and any other corporation, partnership, association or other organization in which one or more of the Corporation’s directors or
officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the
director or officer is present at or participates in the meeting of the Board or committee thereof that authorizes the contract or transaction,
or solely because any such director’s or officer’s vote is counted for such purpose if: (a) the material facts as to
the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the
Board or the committee and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority
of the disinterested directors, even though the disinterested directors be less than a quorum; (b) the material facts as to the director’s
or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract
or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof or
the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of
a committee that authorizes the contract or transaction.
ARTICLE III
OFFICERS
Section 3.1. General.
The officers of the Corporation shall be chosen by the Board and shall be a Chief Executive Officer, a President, a Chief Financial Officer,
a Secretary and a Treasurer. The Board, in its discretion, may also choose, or may delegate to the Chief Executive Officer the authority
to appoint, one or more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers
and such other officers as the Board from time to time may deem appropriate. Any two or more offices may be held by the same person. The
officers of the Corporation need not be stockholders of the Corporation.
Section 3.2. Election;
Term. The Board shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board, and each officer of the Corporation shall hold office until
such officer’s successor is elected and qualified, or until such officer’s earlier death, resignation or removal. Any officer
may be removed at any time by the Board, and any officer appointed by the Chief Executive Officer may be removed at any time by the Chief
Executive Officer. Any officer may resign upon notice given in writing or electronic transmission to the Chief Executive Officer or the
Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the occurrence
of some other event. Any vacancy occurring in any office of the Corporation shall be filled in the manner prescribed in this Article
III for the regular election to such office.
Section 3.3. Voting
Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer,
the Secretary or any other officer authorized to do so by the Board, and any such officer may, in the name of and on behalf of the Corporation,
take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation
in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident
to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The
Board may, by resolution, from time to time confer like powers upon any other person or persons.
Section 3.4. Chief
Executive Officer. The Chief Executive Officer shall, subject to the control of the Board, have general supervision over the business
of the Corporation and shall direct the affairs and policies of the Corporation. The Chief Executive Officer may also serve as the Chairperson
of the Board or as President, if so elected by the Board. The Chief Executive Officer shall also perform such other duties and may exercise
such other powers as may from time to time be assigned to such officer by these Bylaws or by the Board.
Section 3.5. President.
The President shall act in a general executive capacity and shall assist the Chief Executive Officer in the administration and operation
of the Corporation’s business and general supervision of its policies and affairs. The President shall, in the absence of or because
of the inability to act of the Chief Executive Officer, perform all duties of the Chief Executive Officer. The President shall also perform
such other duties and may exercise such other powers as may from time to time be assigned to such officer by these Bylaws, the Board or
the Chief Executive Officer.
Section 3.6. Chief
Financial Officer. The Chief Financial Officer shall be the principal financial officer of the Corporation. The Chief Financial Officer
shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these
Bylaws, the Board or the Chief Executive Officer.
Section 3.7. Executive
Vice Presidents, Senior Vice Presidents and Vice Presidents. The Executive Vice Presidents (if any), Senior Vice Presidents (if any)
and such other Vice Presidents as shall have been chosen by the Board or appointed by the Chief Executive Officer in accordance with Section
3.1 above shall have such powers and shall perform such duties as shall be assigned to them by the Board or the Chief Executive Officer.
Section 3.8. Secretary.
The Secretary shall give the requisite notice of meetings of stockholders and directors and shall record the proceedings of such meetings,
shall have custody of the seal of the Corporation and shall affix it or cause it to be affixed to such instruments as require the seal
and attest it and, besides the Secretary’s powers and duties prescribed by law, shall have such other powers and perform such other
duties as shall be provided in these Bylaws or shall at any time be assigned to such officer by the Board or the Chief Executive Officer.
Section 3.9. Treasurer.
The Treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds. The Treasurer shall cause
the funds of the Corporation to be deposited in such banks as may be authorized by the Board or in such banks as may be designated as
depositaries in the manner provided by resolution of the Board. The Treasurer shall have such other powers and perform such other duties
as shall be provided in these Bylaws or shall at any time be assigned to such officer by the Board or the Chief Executive Officer.
Section 3.10. Assistant
Secretaries. Assistant Secretaries, if there be any, shall assist the Secretary in the discharge of the Secretary’s duties,
shall have such powers and perform such other duties as shall at any time be assigned to them by the Board and, in the absence or disability
of the Secretary, shall perform the duties of the Secretary’s office, subject to the control of the Board or the Chief Executive
Officer.
Section 3.11. Assistant
Treasurers. Assistant Treasurers, if there be any, shall assist the Treasurer in the discharge of the Treasurer’s duties, shall
have such powers and perform such other duties as shall at any time be assigned to them by the Board and, in the absence or disability
of the Treasurer, shall perform the duties of the Treasurer’s office, subject to the control of the Board or the Chief Executive
Officer.
Section 3.12. Other
Officers. Such other officers as the Board may choose shall perform such duties and have such powers as from time to time may be assigned
to them by the Board. The Board may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe
their respective duties and powers.
ARTICLE IV
STOCK
Section 4.1. Uncertificated
Shares. Unless otherwise provided by resolution of the Board, each class or series of shares of the Corporation’s capital stock
shall be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form. Shares shall be transferable
only on the books of the Corporation by the holder thereof in person or by attorney upon presentment of proper evidence of succession,
assignation or authority to transfer in accordance with the customary procedures for transferring shares in uncertificated form.
Section 4.2. Record
Date. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board may fix a record date, which 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 sixty (60) days prior to such action.
If no record date is fixed, the record date for determining stockholders for any such purpose shall be the close of business on the day
on which the Board adopts the resolution relating thereto.
Section 4.3. Record
Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.
Section 4.4. Transfer
and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices
or agencies at such place or places as may be determined from time to time by the Board.
ARTICLE V
MISCELLANEOUS
Section 5.1. Contracts.
The Board may authorize any officer or officers or any agent or agents to enter into any contract or execute and deliver any instrument
or other document in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 5.2. Disbursements.
All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons
as the Board may from time to time designate.
Section 5.3. Fiscal
Year. The fiscal year of the Corporation shall end on the 31st day of December in each year or on such other day as may
be fixed from time to time by resolution of the Board.
Section 5.4. Corporate
Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate
Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
Section 5.5. Offices.
The Corporation shall maintain a registered office inside the State of Delaware and may also have other offices outside or inside the
State of Delaware. The books and records of the Corporation may be kept (subject to any applicable law) outside the State of Delaware
at the principal executive offices of the Corporation or at such other place or places as may be designated from time to time by the Board.
Section 5.6. Waiver
of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the
DGCL or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic
transmission by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders
or any regular or special meeting of the Board or committee thereof need be specified in any waiver of notice of such meeting unless so
required by law.
Section 5.7. Forum
for Certain Actions.
(a) Forum.
Unless a majority of the Board, acting on behalf of the Corporation, consents in writing to the selection of an alternative forum (which
consent may be given at any time, including during the pendency of litigation), the Court of Chancery of the State of Delaware (or, if
the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located
within the State of Delaware has jurisdiction, the federal district court for the District of Delaware), to the fullest extent permitted
by law, shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation under Delaware
law, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former 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
or any of its directors, officers or other employees arising pursuant to any provision of the DGCL, these Bylaws or the Certificate of
Incorporation (in each case, as may be amended from time to time), (iv) any action asserting a claim against the Corporation or any of
its directors, officers or other employees governed by the internal affairs doctrine of the State of Delaware or (v) any other action
asserting an “internal corporate claim,” as defined in Section 115 of the DGCL, in all cases subject to the court’s
having personal jurisdiction over all indispensable parties named as defendants. Unless a majority of the Board, acting on behalf of the
Corporation, consents in writing to the selection of an alternative forum (which consent may be given at any time, including during the
pendency of litigation), the federal district courts of the United States of America, to the fullest extent permitted by law, shall be
the sole and exclusive forum for the resolution of any action asserting a cause of action arising under the Securities Act of 1933, as
amended.
(b) Personal
Jurisdiction. If any action the subject matter of which is within the scope of subparagraph (a) of this Section 5.7 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 subparagraph (a) of this Section 5.7 (an “Enforcement
Action”) and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such
stockholder’s counsel in the Foreign Action as agent for such stockholder.
(c) Enforceability.
If any provision of this Section 5.7 shall be held to be invalid, illegal or unenforceable as applied to any person, entity or
circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such
provision in any other circumstance and of the remaining provisions of this Section 5.7, and the application of such provision
to other persons or entities and circumstances shall not in any way be affected or impaired thereby.
(d) Notice
and Consent. For the avoidance of doubt, 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 the provisions of this Section 5.7.
ARTICLE VI
AMENDMENTS
Subject to Section 7.5
below, these Bylaws may be adopted, amended, altered or repealed by the Board or by the stockholders of the Corporation by the affirmative
vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors, voting together as a single class; provided, however, that, in the case
of any adoption, amendment, alteration or repeal of these Bylaws by the stockholders of the Corporation, notwithstanding any other provision
of these Bylaws, and in addition to any other vote that may be required by law or the terms of any series of preferred stock, the affirmative
vote of the holders of at least eighty percent (80%) of the voting power of all of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter,
repeal or adopt any provision inconsistent with Section 1.7(b), 1.16,or 2.14 or Article VI of these Bylaws.
ARTICLE VII
EMERGENCY BYLAWS
Section 7.1 Emergency
Bylaws. This Article VII shall be operative during any emergency, disaster or catastrophe, as referred to in Section 110 of
the DGCL or other similar emergency condition (including a pandemic), as a result of which a quorum of the Board or a committee thereof
cannot readily be convened for action (each, an “Emergency”), notwithstanding any different or conflicting provision
in the preceding Sections of these Bylaws or in the Certificate of Incorporation. To the extent not inconsistent with the provisions of
this Article VII, the preceding Sections of these Bylaws and the provisions of the Certificate of Incorporation shall remain in
effect during such Emergency, and upon termination of such Emergency, the provisions of this Article VII shall cease to be operative
unless and until another Emergency shall occur.
Section 7.2 Meetings;
Notice. During any Emergency, a meeting of the Board or any committee thereof may be called by any member of the Board or such committee
or the Chairperson of the Board, the Chief Executive Officer, the President or the Secretary of the Corporation. Notice of the place,
date and time of the meeting shall be given by any available means of communication by the person calling the meeting to such of the directors
or committee members and Designated Officers (as defined below) as, in the judgment of the person calling the meeting, it may be feasible
to reach. Such notice shall be given at such time in advance of the meeting as, in the judgment of the person calling the meeting, circumstances
permit.
Section 7.3 Quorum.
At any meeting of the Board called in accordance with Section 7.2 above, the presence or participation of three (3) directors shall
constitute a quorum for the transaction of business, and at any meeting of any committee of the Board called in accordance with Section
7.2 above, the presence or participation of one (1) committee member shall constitute a quorum for the transaction of business. In
the event that no directors are able to attend a meeting of the Board or any committee thereof, then the Designated Officers in attendance
shall serve as directors, or committee members, as the case may be, for the meeting, without any additional quorum requirement and will
have full powers to act as directors, or committee members, as the case may be, of the Corporation.
Section 7.4 Liability.
No officer, director or employee of the Corporation acting in accordance with the provisions of this Article VII shall be liable
except for willful misconduct.
Section 7.5 Amendments.
At any meeting called in accordance with Section 7.2 above, the Board, or any committee thereof, as the case may be, may modify,
amend or add to the provisions of this Article VII as it deems it to be in the best interests of the Corporation and as is practical
or necessary for the circumstances of the Emergency.
Section 7.6 Repeal or
Change. The provisions of this Article VII shall be subject to repeal or change by further action of the Board or by action
of the stockholders pursuant to Article VI of these Bylaws, but no such repeal or change shall modify the provisions of Section
7.4 above with regard to action taken prior to the time of such repeal or change.
Section 7.7 Definitions.
For purposes of this Article VII, the term “Designated Officer” means an officer identified on a numbered
list of officers of the Corporation who shall be deemed to be, in the order in which they appear on the list up until a quorum is obtained,
directors of the Corporation, or members of a committee of the Board, as the case may be, for purposes of obtaining a quorum during an
Emergency, if a quorum of directors or committee members, as the case may be, cannot otherwise be obtained during such Emergency, which
officers have been designated by the Board from time to time but in any event prior to such time or times as an Emergency may have occurred.
* * *
Adopted as of: December 22, 2023
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