BYLAWS
OF
REVIVA PHARMACEUTICALS HOLDINGS, INC.
(the “Corporation”)
ARTICLE I
Stockholders
SECTION
1.
(a)
Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as
an “Annual Meeting”) shall be held at the hour, date and place, if any, within or without the United States which is
fixed by the Board of Directors of the Corporation (the “Board of Directors”) which time, date and place, if any, may
subsequently be changed at any time by vote of the Board of Directors.
(b)
Registered Office. The address of the registered office of the Corporation in the State of Delaware shall
be as stated in the Corporation’s Certificate of Incorporation, as may be changed from time to time as provided by law. The
Corporation may have other offices, both within and without the State of Delaware, as the board of directors of the Corporation
(the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.
(c)
Books and Records. Any records maintained by the Corporation in the regular course of its business, including
its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided that
the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert
any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.
SECTION
2. Notice of Stockholder Business
and Nominations.
(a)
Annual Meetings of Stockholders.
(1) Nominations
of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may
be brought before an Annual Meeting only (i) pursuant to the Corporation’s notice of meeting (or any supplement
thereto), (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a
stockholder of record at the time of giving of notice provided for in this Bylaw, who is entitled to vote at the meeting, and
who complies with the notice procedures set forth in this Bylaw as to such nomination or business. For the avoidance of
doubt, the foregoing clause (iii) shall be the exclusive means for a stockholder to bring nominations or business properly
before an Annual Meeting (other than matters properly brought under Rule 14a-8 (or any successor rule) under the Securities
Exchange Act of 1934, as amended (with the rules and regulations promulgated thereunder, the “Exchange Act”)),
and such stockholder must comply with the notice and other procedures set forth in Article I, Section 2 of this Bylaw to
bring such nominations or business properly before an Annual Meeting. In addition to the other requirements set forth in this
Bylaw, for any proposal of business (other than the nomination of persons for election to the Board of Directors) to be
considered at an Annual Meeting, it must be a proper subject for action by stockholders of the Corporation under Delaware
law.
(2)
For nominations or other business to be properly brought before an Annual Meeting by a stockholder pursuant to clause
(iii) of Article I, Section 2(a)(1) of this Bylaw, the stockholder must (i) have given Timely Notice (as defined below) thereof
in writing to the Secretary of the Corporation, (ii) have provided any updates or supplements to such notice at the times and in
the forms required by this Bylaw and (iii) together with the beneficial owner(s), if any, on whose behalf the nomination or business
proposal is made, have acted in accordance with the representations set forth in the Solicitation Statement (as defined below)
required by this Bylaw. To be timely, a stockholder’s written notice shall 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 nor earlier than the close
of business on the one hundred twentieth (120th) day prior to the one-year anniversary of the preceding year’s Annual Meeting;
provided, however, that in the event the Annual Meeting is first convened more than thirty (30) days before or more than sixty
(60) days after such anniversary date, or if no Annual Meeting were held in the preceding year, notice by the stockholder to be
timely must be received by the Secretary of the Corporation not later than the close of business on the later of the ninetieth
(90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public announcement
of the date of such meeting is first made (such notice within such time periods shall be referred to as “Timely Notice”).
Notwithstanding anything to the contrary provided herein, for the first Annual Meeting following the effective date of the Corporation’s
registration statement submitted with the U.S. Securities and Exchange Commission, a stockholder’s notice shall be timely
if received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the
later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day
on which public announcement of the date of such Annual Meeting is first made or sent by the Corporation. In no event shall the
public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period)
for the giving of a stockholder’s notice as described above. Such stockholder’s Timely Notice shall set forth:
(A)
as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information
relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest,
or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written
consent to being named in the proxy statement as a nominee and to serving as a director if elected) provided, further, that the
Corporation may require any proposed nominee to furnish such other information as the Corporation may reasonably require to determine
the eligibility of such proposed nominee to serve as a director of the Corporation.;
(B) as
to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired
to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for
consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed
amendment), the reasons for conducting such business at the meeting, and any material interest in such business of each
Proposing Person (as defined below);
(C) (i)
the name and address of the stockholder giving the notice, as they appear on the Corporation’s books, and the names and
addresses of the other Proposing Persons (if any) and (ii) as to each Proposing Person, the following information: (a) the class
or series and number of all shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially or
of record by such Proposing Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated
under the Exchange Act), including any shares of any class or series of capital stock of the Corporation as to which such Proposing
Person or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future, (b) all Synthetic
Equity Interests (as defined below) in which such Proposing Person or any of its affiliates or associates, directly or indirectly,
holds an interest including a description of the material terms of each such Synthetic Equity Interest, including without limitation,
identification of the counterparty to each such Synthetic Equity Interest and disclosure, for each such Synthetic Equity Interest,
as to (x) whether or not such Synthetic Equity Interest conveys any voting rights, directly or indirectly, in such shares to such
Proposing Person, (y) whether or not such Synthetic Equity Interest is required to be, or is capable of being, settled through
delivery of such shares and (z) whether or not such Proposing Person and/or, to the extent known, the counterparty to such Synthetic
Equity Interest has entered into other transactions that hedge or mitigate the economic effect of such Synthetic Equity Interest,
(c) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance
with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or
shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the Corporation, (d) any
rights to dividends or other distributions on the shares of any class or series of capital stock of the Corporation, directly
or indirectly, owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation,
and (e) any performance-related fees (other than an asset based fee) that such Proposing Person, directly or indirectly, is entitled
to based on any increase or decrease in the value of shares of any class or series of capital stock of the Corporation or any
Synthetic Equity Interests (the disclosures to be made pursuant to the foregoing clauses (a) through (e) are referred to, collectively,
as “Material Ownership Interests”), (iii) a description of the material terms of all agreements, arrangements or understandings
(whether or not in writing) entered into by any Proposing Person or any of its affiliates or associates with any other person
for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the Corporation
and (iv) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy
statement or other filings required to be made in connection with the solicitation of proxies for, as applicable, the proposal
and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act
and the rules and regulations promulgated thereunder;
(D) (i)
a description of all agreements, arrangements or understandings by and among any of the Proposing Persons, or by and among
any Proposing Persons and any other person (including with any proposed nominee(s)), pertaining to the nomination(s) or other
business proposed to be brought before the meeting of stockholders (which description shall identify the name of each other
person who is party to such an agreement, arrangement or understanding), and (ii) identification of the names and addresses
of other stockholders (including beneficial owners) known by any of the Proposing Persons to support such nominations or
other business proposal(s), and to the extent known the class and number of all shares of the Corporation’s capital
stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and
(E)
a statement whether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, will (i)
deliver a proxy statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting
power of all of the shares of capital stock of the Corporation required under applicable law to approve the proposal or, in the
case of a nomination or nominations, at least the percentage of voting power of all of the shares of capital stock of the Corporation
reasonably believed by such Proposing Person to be sufficient to elect the nominee or nominees proposed to be nominated by such
stockholder and/or (ii) otherwise solicit proxies or votes from stockholders in support of such proposal or nomination (such statement,
the “Solicitation Statement”).
For purposes of this
Article I of these Bylaws, the term “Proposing Person” shall mean the following persons: (i) the stockholder of record
providing the notice of nominations or business proposed to be brought before a stockholders’ meeting, and (ii) the beneficial
owner(s), if different, on whose behalf the nominations or business proposed to be brought before a stockholders’ meeting
is made. For purposes of this Section 2 of Article I of these Bylaws, the term “Synthetic Equity Interest” shall mean
any transaction, agreement or arrangement (or series of transactions, agreements or arrangements), including, without limitation,
any derivative, swap, hedge, repurchase or so-called “stock borrowing” agreement or arrangement, the purpose or effect
of which is to, directly or indirectly: (a) give a person or entity economic benefit and/or risk similar to ownership of shares
of any class or series of capital stock of the Corporation, in whole or in part, including due to the fact that such transaction,
agreement or arrangement provides, directly or indirectly, the opportunity to profit or avoid a loss from any increase or decrease
in the value of any shares of any class or series of capital stock of the Corporation, (b) mitigate loss to, reduce the economic
risk of or manage the risk of share price changes for, any person or entity with respect to any shares of any class or series of
capital stock of the Corporation, (c) otherwise provide in any manner the opportunity to profit or avoid a loss from any decrease
in the value of any shares of any class or series of capital stock of the Corporation, or (d) increase or decrease the voting power
of any person or entity with respect to any shares of any class or series of capital stock of the Corporation.
(3)
A stockholder providing Timely Notice of nominations or business proposed to be brought before an Annual Meeting
shall further update and supplement such notice, if necessary, so that the information (including, without limitation, the Material
Ownership Interests information) provided or required to be provided in such notice pursuant to this Bylaw shall be true and correct
as of the record date for the meeting and as of the date that is ten (10) business days prior to such Annual Meeting, and such
update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than the
close of business on the fifth (5th) business day after the record date for the Annual Meeting (in the case of the update and supplement
required to be made as of the record date), and not later than the close of business on the eighth (8th) business day prior to
the date of the Annual Meeting (in the case of the update and supplement required to be made as of ten (10) business days prior
to the meeting).
(4)
Notwithstanding anything in the second sentence of Article I, Section 2(a)(2) of this Bylaw to the contrary, in
the event that the number of directors to be elected to the Board of Directors of the Corporation at an Annual Meeting is increased
and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors
made by the Corporation at least ten (10) days before the last day a stockholder may deliver a notice of nomination in accordance
with the second sentence of Article I, Section 2(a)(2), a stockholder’s notice required by this Bylaw shall also be considered
timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary
of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement
is first made by the Corporation.
(5)
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. Nominations for persons for election to the Board of Directors may
be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of
meeting (i) by or at the direction of the Board of Directors or any committee thereof or (ii) provided that the Board of Directors
has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record
at the time the notice provided for in this Section 2 is delivered to the Secretary of the Corporation, who is entitled to vote
at the meeting and upon such election and who complies with the notice procedures set forth in this Section 2. In the event the
Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors,
any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election
to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph
(a)(2) of this Section 2 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier
than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close
of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on
which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors
to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting
commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
(b)
General.
(1) Except
as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons
who are nominated in accordance with the provisions of this Bylaw shall be eligible for election and to serve as directors
and only such business shall be conducted at a meeting as shall have been brought before the meeting in accordance with the
provisions of this Bylaw. The Board of Directors or a designated committee thereof shall have the power to determine whether
a nomination or any business proposed to be brought before the meeting was made in accordance with the provisions of this
Bylaw. If prior to the meeting neither the Board of Directors nor such designated committee makes a determination as to
whether any stockholder proposal or nomination was made in accordance with the provisions of this Bylaw, the presiding
officer of the meeting shall have the power and duty to determine whether the stockholder proposal or nomination was made in
accordance with the provisions of this Bylaw. If the Board of Directors or a designated committee thereof or the presiding
officer, as applicable, determines that any stockholder proposal or nomination was not made in accordance with the provisions
of this Bylaw, such proposal or nomination shall be disregarded and shall not be presented for action at the meeting.
(2)
Except as otherwise required by any applicable law or rule or regulation promulgated under the Exchange Act, nothing
in this Article I, Section 2 shall obligate the Corporation or the Board of Directors to include in any proxy statement or other
stockholder communication distributed on behalf of the Corporation or the Board of Directors information with respect to any nominee
for director or any other matter of business submitted by a stockholder.
(3)
Notwithstanding the foregoing provisions of this Article I, Section 2, if the proposing stockholder (or a qualified
representative of the stockholder) does not appear at the meeting to present a nomination or any business, such nomination or business
shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes
of this Article I, Section 2, to be considered a qualified representative of the proposing stockholder, a person must be authorized
by a written instrument executed by such stockholder or an electronic transmission delivered by such stockholder to act for such
stockholder as proxy at the meeting of stockholders and such person must produce such written instrument or electronic transmission,
or a reliable reproduction of the written instrument or electronic transmission, to the presiding officer at the meeting of stockholders.
(4)
For purposes of this Bylaw, “public announcement” shall mean disclosure in a press release reported by
the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(5)
Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Bylaw. Nothing in this
Bylaw shall be deemed to affect any rights of (i) stockholders to have proposals included in the Corporation’s proxy statement
pursuant to Rule 14a-8 (or any successor rule) under the Exchange Act and, to the extent required by such rule, have such proposals
considered and voted on at an Annual Meeting or (ii) the holders of any series of Preferred Stock as specified in the Certificate
of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the “Certificate”) (including
any certificate of designation relating to any series of Preferred Stock).
(6) In
addition to the requirements set forth elsewhere in these Bylaws, to be eligible to be a nominee for election or re-election
as a director of the Corporation pursuant to a nomination under clause (iii) of Article I, Section 2(a)(1) and under clause
(ii) of Article I, Section 2(a)(5) of this Bylaw, such proposed nominee or a person on such proposed nominee’s behalf
must deliver, in accordance with the time periods for delivery of Timely Notice under Section 2(a)(2) of Article 1 and under
clause (ii) of Article I, Section 2(a)(5) of this Bylaw, to the Secretary of the Corporation at the principal executive
offices of the Corporation a completed and signed questionnaire with respect to the background and qualification of such
proposed nominee and the background of any other person or entity on whose behalf the nomination is being made (which
questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the
form provided by the Secretary upon written request) that such proposed nominee (i) is not and will not become a party to (A)
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 (B) any Voting Commitment that could limit
or interfere 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 that has
not been disclosed to the Corporation, and (iii) in such proposed nominee’s individual capacity and on behalf of any
person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the
Corporation, and will comply with, all applicable publicly disclosed corporate governance, code of conduct and ethics,
conflict of interest, confidentiality, corporate opportunities, trading and any other policies and guidelines of the
Corporation applicable to directors.
SECTION
3. Special Meetings. Except
as otherwise required by statute and subject to the rights, if any, of the holders of any series of Preferred Stock, special meetings
of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution approved by
the affirmative vote of a majority of the Board of Directors to be held at such date, time and place, if any, either within or
without the State of Delaware as may be stated in the notice of the meeting. The Board of Directors may postpone or reschedule
any previously scheduled special meeting of stockholders. Only those matters set forth in the notice of the special meeting may
be considered or acted upon at a special meeting of stockholders of the Corporation.
SECTION
4. Notice of Meetings; Adjournments.
(a)
A notice of each Annual Meeting stating the hour, date and place, if any, of such Annual Meeting, the means of remote
communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and
the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date
for stockholders entitled to notice of the meeting) shall be given not less than ten (10) days nor more than sixty (60) days before
the Annual Meeting, to each stockholder entitled to vote thereat as of the record date for determining the stockholders entitled
to notice of the meeting by delivering such notice to such stockholder or by mailing it, postage prepaid, addressed to such stockholder
at the address of such stockholder as it appears on the Corporation’s stock transfer books. Without limiting the manner by
which notice may otherwise be given to stockholders, any notice to stockholders may be given by electronic transmission in the
manner provided in Section 232 of the Delaware General Corporation Law (“DGCL”).
(b)
Notice of all special meetings of stockholders shall be given in the same manner as provided for Annual Meetings,
except that the notice of all special meetings shall state the purpose or purposes for which the meeting has been called.
(c)
Notice of an Annual Meeting or special meeting of stockholders need not be given to a stockholder if a waiver of
notice is executed, or waiver of notice by electronic transmission is provided, before or after such meeting by such stockholder
or if such stockholder attends such meeting, unless such attendance is for the express purpose of objecting at the beginning of
the meeting to the transaction of any business because the meeting was not lawfully called or convened.
(d) The
Board of Directors may postpone and reschedule any previously scheduled Annual Meeting or special meeting of stockholders, regardless
of whether any notice or public disclosure with respect to any such meeting has been sent or made pursuant to Section 2 of this
Article I of these Bylaws or otherwise.
(e) When
any meeting is convened, the presiding officer may adjourn the meeting. When any Annual Meeting or special meeting of stockholders
is adjourned to another hour, date or place, if any, notice need not be given of the adjourned meeting other than an announcement
at the meeting at which the adjournment is taken of the hour, date and place, if any, to which the meeting is adjourned and the
means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote
at such adjourned meeting; provided, however, that if the adjournment is for more than thirty (30) days, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the meeting, or, if after the adjournment a new record
date is fixed for the adjourned meeting, the Board of Directors 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
5. Quorum. A majority in voting
power of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at any
meeting of stockholders. If less than a quorum is present at a meeting, the holders of voting stock representing a majority of
the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may
be held as adjourned without further notice, except as provided in Section 4 of this Article I. At such adjourned meeting at which
a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The
stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
SECTION
6. Voting and Proxies. Stockholders
shall have one vote for each share of stock entitled to vote owned by them of record according to the stock ledger of the Corporation
as of the record date, unless otherwise provided by law or by the Certificate. Stockholders may vote either (i) in person, (ii)
by written proxy or (iii) by a transmission permitted by Section 212(c) of the DGCL. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission permitted by Section 212(c) of the DGCL may be substituted for or used in
lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original
writing or transmission. Proxies shall be filed in accordance with the procedures established for the meeting of stockholders.
Except as otherwise limited therein or as otherwise provided by law, proxies authorizing a person to vote at a specific meeting
shall entitle the persons authorized thereby to vote at any adjournment or postponement of such meeting, but they shall not be
valid after final adjournment of such meeting.
SECTION 7. Action
at Meeting. When a quorum is present at any meeting of stockholders, any matter before any such meeting (other than an election
of a director or directors) shall be decided by a majority of the votes properly cast on such matter, except where a different
vote is required by law, by the Certificate, by these Bylaws, by the rules or regulations of any stock exchange applicable to
the Corporation, or pursuant to any regulation applicable to the Corporation or its securities, in which case, such different
vote shall apply. For purposes of this Section 7, a majority of votes cast shall mean that the number of votes cast “for”
a matter exceeds the number of votes cast “against” the matter (with “abstentions” and “broker nonvotes”
not counted as a vote cast either “for” or “against” the matter). Any election of directors by stockholders
shall be determined by a plurality of the votes properly cast on the election of directors.
SECTION
8. Stockholder Lists. The officer
who has charge of the stock ledger shall prepare and make, at least ten (10) days before every Annual Meeting or special meeting
of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for
determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect
the stockholders entitled to vote as of the tenth day before the 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. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably
accessible electronic network, provided that the information required to gain access to such list is provided with the notice of
meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. If the meeting is to be held
at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the
meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely
by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time
of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided
with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are
the stockholders entitled to examine the list of stockholders required by this Section 8 or to vote in person or by proxy at any
meeting of stockholders.
SECTION
9. Conduct of Meeting. The
date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting
shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution
such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of
stockholders (referred to herein as the “presiding officer”) shall have the right and authority to convene and
(for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do
all such acts as, in the judgment of the presiding officer, are appropriate for the proper conduct of the meeting. Such
rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding officer, may
include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii)
rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at
or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted
proxies or such other persons as the presiding officer shall determine; (iv) restrictions on entry to the meeting after the
time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants.
The presiding officer at any meeting of stockholders, in addition to making any other determinations that may be appropriate
to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business
was not properly brought before the meeting and if the presiding officer should so determine, the presiding officer shall so
declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or
considered. Unless and to the extent determined by the Board of Directors or the presiding officer, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary procedure.
SECTION
10. Inspectors of Elections. The Corporation shall,
in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof.
The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is able to act at a meeting of stockholders, the presiding officer shall appoint one or more inspectors to act at
the meeting. Any inspector may, but need not, be an officer, employee or agent of the Corporation. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors shall perform such duties as are required by the DGCL,
including the counting of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors
in the performance of the duties of the inspectors. The presiding officer may review all determinations made by the inspectors,
and in so doing the presiding officer shall be entitled to exercise his or her sole judgment and discretion and he or she shall
not be bound by any determinations made by the inspectors. All determinations by the inspectors and, if applicable, the presiding
officer, shall be subject to further review by any court of competent jurisdiction.
ARTICLE II
Directors
SECTION
1. Powers. The business and
affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided by
the Certificate or required by law.
SECTION
2. Number and Terms. The number
of directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board
of Directors. The directors shall hold office in the manner provided in the Certificate.
SECTION
3. Qualification. No director
need be a stockholder of the Corporation.
SECTION
4. Vacancies. Vacancies in the
Board of Directors shall be filled in the manner provided in the Certificate.
SECTION
5. Removal. Directors may be
removed from office only in the manner provided in the Certificate.
SECTION 6. Resignation.
A director may resign at any time by giving written notice, or notice by electronic transmission, to the Chairman of the Board,
if one is elected, the President or the Secretary. A resignation shall be effective upon receipt, unless the resignation otherwise
provides.
SECTION
7. Regular Meetings. The regular
annual meeting of the Board of Directors shall be held, without notice other than this Section 7, on the same date and at the same
place, if any, as the Annual Meeting following the close of such meeting of stockholders. Other regular meetings of the Board of
Directors may be held at such hour, date and place, if any, as the Board of Directors may by resolution from time to time determine
and publicized among all directors.
SECTION
8. Special Meetings. Special
meetings of the Board of Directors may be called, orally or in writing or by electronic transmission, by or at the request of a
majority of the directors, the Chairman of the Board, if one is elected, or the President. The person calling any such special
meeting of the Board of Directors may fix the hour, date and place, if any, thereof.
SECTION
9. Notice of Meetings. Notice
of the hour, date and place, if any, of all special meetings of the Board of Directors shall be given to each director by the Secretary
or an Assistant Secretary, or by the Chairman of the Board, if one is elected, or the President or such other officer designated
by the Chairman of the Board, if one is elected, or the President. Notice of any special meeting of the Board of Directors shall
be given to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communication,
sent to his or her business or home address, at least twenty-four (24) hours in advance of the meeting, or by written notice mailed
to his or her business or home address, at least three (3) business days in advance of the meeting. Such notice shall be deemed
to be delivered when hand-delivered to such address, read to such director by telephone, deposited in the mail so addressed, with
postage thereon prepaid if mailed, dispatched or transmitted if sent by facsimile transmission or by electronic mail or other form
of electronic communications. A written waiver of notice signed, or an electronic waiver given, before or after a meeting by a
director and filed with the records of the meeting shall be deemed to be equivalent to notice of the meeting. The attendance of
a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting at the beginning of the meeting to the transaction of any business because such meeting is not lawfully
called or convened. Except as otherwise required by law, by the Certificate or by these Bylaws, neither the business to be transacted
at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
SECTION
10. Quorum. At any meeting of the Board of Directors,
a majority of the Board of Directors then in office shall constitute a quorum for the transaction of business, but if less than
a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time, and the meeting
may be held as adjourned without further notice. Any business which might have been transacted at the meeting as originally noticed
may be transacted at such adjourned meeting at which a quorum is present.
SECTION
11. Action at Meeting. At any meeting of the Board of
Directors at which a quorum is present, the vote of a majority of the directors present shall constitute action by the Board of
Directors, unless otherwise required by law, by the Certificate or by these Bylaws.
SECTION 12. Action
by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting
if all members of the Board of Directors consent thereto in writing or by electronic transmission and the writing or writings
or electronic transmission or transmissions are filed with the records of the meetings of the Board of Directors. Such filing
shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained
in electronic form. Such consent shall be treated as a resolution of the Board of Directors for all purposes.
SECTION
13. Manner of Participation. Directors may participate
in meetings of the Board of Directors by means of conference telephone or other communications equipment by means of which all
directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute
presence in person at such meeting for purposes of these Bylaws.
SECTION
14. Presiding Director. The Board of Directors shall
designate a representative to preside over all meetings of the Board of Directors, provided that if the Board of Directors does
not so designate such a presiding director or such designated presiding director is unable to so preside or is absent, then the
Chairman of the Board, if one is elected, shall preside over all meetings of the Board of Directors. If both the designated presiding
director, if one is so designated, and the Chairman of the Board, if one is elected, are unable to preside or are absent, the Board
of Directors shall designate an alternate representative to preside over a meeting of the Board of Directors.
SECTION
15. Committees. The Board of Directors may designate
one or more committees, including, without limitation, a Compensation Committee, a Nominating & Corporate Governance Committee
and an Audit Committee, and may delegate thereto some or all of its powers except those which by law, by the Certificate or by
these Bylaws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules
for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be
conducted so far as possible in the same manner as is provided by these Bylaws for the Board of Directors. All members of such
committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee
at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings
and shall report its action to the Board of Directors. The Board of Directors may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting,
whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at
the meeting in place of any such absent or disqualified member.
SECTION
16. Compensation of Directors. Directors shall receive
such compensation for their services as shall be determined by the Board of Directors, or a designated committee thereof, provided
that directors who are serving the Corporation as employees and who receive compensation for their services as such, shall not
receive any salary or other compensation for their services as directors of the Corporation.
ARTICLE III
Officers
SECTION
1. Enumeration. The officers
of the Corporation shall consist of a President, a Chief Executive Officer, a Secretary, a Treasurer and such other officers, including,
without limitation, a Chairman of the Board of Directors, a Chief Financial Officer, and one or more Vice Presidents (including
Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents and Assistant Secretaries, as the Board of Directors
may determine.
SECTION
2. Election. At the regular
annual meeting of the Board of Directors following the Annual Meeting, the Board of Directors shall elect the President, the Chief
Executive Officer, the Secretary and the Treasurer. Other officers may be elected by the Board of Directors at such regular annual
meeting of the Board of Directors or at any other regular or special meeting.
SECTION
3. Qualification. No officer
need be a stockholder or a director. Any person may occupy more than one office of the Corporation at any time.
SECTION
4. Tenure. Except as otherwise
provided by the Certificate or by these Bylaws, each of the officers of the Corporation shall hold office until the regular annual
meeting of the Board of Directors following the next Annual Meeting and until his or her successor is elected and qualified or
until his or her earlier resignation or removal.
SECTION
5. Resignation. Any officer
may resign by delivering his or her written resignation to the Corporation addressed to the President or the Secretary, and such
resignation shall be effective upon receipt, unless the resignation otherwise provides.
SECTION
6. Removal. Except as otherwise
provided by law, the Board of Directors may remove any officer with or without cause by the affirmative vote of a majority of the
directors then in office.
SECTION
7. Absence or Disability. In
the event of the absence or disability of any officer, the Board of Directors may designate another officer to act temporarily
in place of such absent or disabled officer.
SECTION
8. Vacancies. Any vacancy in
any office may be filled for the unexpired portion of the term by the Board of Directors.
SECTION
9. Chairman of the Board. The
Chairman of the Board, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from
time to time designate.
SECTION
10. Chief Executive Officer. The Chief Executive Officer
shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.
SECTION
11. President. The President shall, subject to the direction
of the Board of Directors, have such powers and shall perform such duties as the Board of Directors may from time to time designate.
SECTION 12. Vice
Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President)
and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors or the Chief Executive
Officer may from time to time designate.
SECTION
13. Chief Financial Officer. The Chief Financial Officer,
if one is elected, shall, subject to the direction of the Board of Directors and except as the Board of Directors or the Chief
Executive Officer may otherwise provide, have general charge of the financial affairs of the Corporation and shall cause to be
kept accurate books of account. He or she shall have such other duties and powers as may be designated from time to time by the
Board of Directors or the Chief Executive Officer.
SECTION
14. Secretary and Assistant Secretaries. The Secretary
shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board
of Directors) in books kept for that purpose. In his or her absence from any such meeting, a temporary secretary chosen at the
meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept
by any transfer or other agent of the Corporation). The Secretary shall have custody of the seal of the Corporation, and the Secretary,
or an Assistant Secretary, shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may
be attested by his or her signature or that of an Assistant Secretary. The Secretary shall have such other duties and powers as
may be designated from time to time by the Board of Directors or the Chief Executive Officer. In the absence of the Secretary,
any Assistant Secretary may perform his or her duties and responsibilities. Any Assistant Secretary shall have such powers and
perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.
SECTION
15. Treasurer and Assistant Treasurers. The Treasurer
shall have custody of all moneys and securities of the Corporation as are authorized and shall render from time to time an account
of all such transactions. The Treasurer shall also perform such other duties and have such other powers as are commonly incident
to the officer of Treasurer, or as may be designated from time to time by the Board of Directors or the Chief Executive Officer.
In the absence of the Treasurer, any Assistant Treasurer may perform his or her duties and responsibilities. Any Assistant Treasurer
shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time
designate.
SECTION
16. Other Powers and Duties. Subject to these Bylaws
and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have
such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time
may be conferred by the Board of Directors or the Chief Executive Officer.
ARTICLE IV
Capital Stock
SECTION
1. Certificates of Stock.
The shares of the Corporation shall be represented by certificates in such form as may from time to time be prescribed by the
Board of Directors. Such certificate shall be signed by the Chief Executive Officer, the President or a Vice President and by
the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary. The Corporation
seal and the signatures by the Corporation’s officers, the transfer agent or the registrar may be facsimiles. In case
any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate
shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the time of its issue.
Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the
Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as
is required by law. Notwithstanding anything to the contrary provided in these Bylaws, the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be
uncertificated shares (except that the foregoing shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation), and by the approval and adoption of these Bylaws the Board of Directors has
determined that all classes or series of the Corporation’s stock may be uncertificated, whether upon original issuance,
re-issuance, or subsequent transfer.
SECTION
2. Transfers. Subject to any
restrictions on transfer pursuant to applicable federal or state securities law or as otherwise agreed to in writing and unless
otherwise provided by the Board of Directors, shares of stock that are represented by a certificate may be transferred on the
books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate theretofore properly endorsed
or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and
with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require. Shares of stock
that are not represented by a certificate may be transferred on the books of the Corporation by submitting to the Corporation
or its transfer agent such evidence of transfer and following such other procedures as the Corporation or its transfer agent may
require.
SECTION
3. Record Holders. Except as
may otherwise be required by law, by the Certificate or by these Bylaws, the Corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right
to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been
transferred on the books of the Corporation in accordance with the requirements of these Bylaws.
SECTION
4. Record Date.
(a) In
order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise
required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of
Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such
meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the
date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors,
the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that
the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting,
and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or
an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned
meeting.
(b)
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 entitled to exercise any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty
(60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
SECTION
5. Replacement of Certificates.
In case of the alleged loss, destruction or mutilation of a certificate of stock of the Corporation, a duplicate certificate may
be issued in place thereof, upon such terms as the Corporation may prescribe.
ARTICLE V
Indemnification and Advancement
SECTION
1. Right to Indemnification.
Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation,
as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact
that he or she is or was a director or an 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, or trustee of another corporation, or of a partnership,
joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”),
whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other
capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation
to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection
therewith; provided, however, that, except with respect to proceedings to enforce rights to indemnification or an advancement
of expenses or as otherwise required by law, the Corporation shall not be required to indemnify or advance expenses to any such
Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee unless such proceeding (or part thereof)
was authorized by the Board of Directors.
SECTION 2. Right
to Advancement of Expenses. In addition to the right to indemnification conferred in Article V, Section 1 of this Bylaw, an
Indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in
defending any such proceeding in advance of its final disposition (an “advancement of expenses”); provided, however,
that, if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service
to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”),
by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision
from which there is no further right to appeal (hereinafter a “final adjudication”) that such Indemnitee is not entitled
to be indemnified for such expenses under this Section 2 or otherwise.
SECTION
3. Right of Indemnitees to Bring
Suit. If a claim under Article V, Section 1 or 2 of this Bylaw is not paid in full by the Corporation within sixty (60) days
after a written claim has been received by the Corporation, or if a claim for an advancement of expense is not paid in full within
thirty (30) days after a statement or statements requesting such amounts to be advanced has been received by the Corporation, the
Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. To the fullest
extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover
an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expenses
of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder
(but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the
Corporation shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any applicable
standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not
parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee
has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its
directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that
the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit
brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation
to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this Article V or otherwise shall be on the Corporation.
SECTION
4. Indemnification of Employees
and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant
rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent
of the provisions of this Article V with respect to the indemnification and advancement of expenses of directors and officers of
the Corporation.
SECTION 5.
Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article
V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Certificate
as amended from time to time, these Bylaws, any agreement, any vote of stockholders or disinterested directors or otherwise.
SECTION
6. Insurance. The Corporation
may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or loss under the DGCL.
SECTION
7. Indemnity Agreements. The
Corporation may enter into indemnity agreements with any director or officer of the Corporation, with any employee or agent of
the Corporation as the Board of Directors may designate and with any officer, director, employee or agent of subsidiaries as the
Board of Directors may designate, such indemnity agreements to provide in substance that the Corporation will indemnify such persons
as contemplated by this Article V, and to include any other substantive or procedural provisions regarding indemnification as are
not inconsistent with the DGCL.
SECTION
8. Nature of Rights. The rights
conferred upon Indemnitees in this Article V shall be contract rights and such rights shall continue as to an Indemnitee who has
ceased to be a director, officer, employee, agent or trustee and shall inure to the benefit of the Indemnitee’s heirs, executors
and administrators. Any amendment, alteration or repeal of this Article V that adversely affects any right of an Indemnitee or
its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding
involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration
or repeal. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving
at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise
or nonprofit entity shall be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from
such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.
SECTION
9. Severability. If any word,
clause, provision or provisions of this Article V shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality and enforceability of the remaining provisions of this Article V (including, without limitation, each
portion of any section of this Article V containing any such provision held to be invalid, illegal or unenforceable, that is not
itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest
extent possible, the provisions of this Article V (including, without limitation, each such portion of any section of this Article
V containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.
ARTICLE VI
Miscellaneous Provisions
SECTION 1.
Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.
SECTION
2. Seal. The Board of Directors
shall have power to adopt and alter the seal of the Corporation.
SECTION
3. Execution of Instruments.
All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary
course of its business without director action may be executed on behalf of the Corporation by the Chairman of the Board, if one
is elected, the President, the Chief Executive Officer, the Chief Financial Officer, if one is elected, the Secretary, the Treasurer
or any other officer, employee or agent of the Corporation as the Board of Directors or appropriate committee of the Board may
authorize.
SECTION
4. Voting of Securities. Unless
the Board of Directors otherwise provides, Chairman of the Board, if one is elected, the President, the Chief Executive Officer,
the Chief Financial Officer, if one is elected, the Secretary or the Treasurer may waive notice of and act on behalf of the Corporation,
or appoint another person or persons to act as proxy or attorney in fact for the Corporation with or without discretionary power
and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of
whose securities are held by the Corporation. The power so conferred upon such officers or other persons shall include, without
limitation, the voting of any securities of any other entity held by the Corporation, including executing and delivery written
consents with respect to such securities.
SECTION
5. Corporate Records. The original
or attested copies of the Certificate, Bylaws and records of all meetings of the incorporators, stockholders and the Board of
Directors and the stock transfer books, which shall contain the names of all stockholders, their record addresses and the amount
of stock held by each, may be kept outside the State of Delaware and shall be kept at the principal office of the Corporation,
at an office of its counsel, at an office of its transfer agent or at such other place or places as may be designated from time
to time by the Board of Directors.
SECTION
6. Amendment of Bylaws.
(a)
Amendment by Directors. Except as provided otherwise by law, these Bylaws may be amended or repealed by the
Board of Directors.
(b)
Amendment by Stockholders. These Bylaws may be amended or repealed at any Annual Meeting, or special meeting
of stockholders called for such purpose in accordance with these By-Laws, by the affirmative vote of holders of at least a majority
in voting power of the outstanding shares entitled to vote on such amendment or repeal, voting together as a single class. Notwithstanding
the foregoing, stockholder approval shall not be required unless mandated by the Certificate or other applicable law.
SECTION
7. Notices. If mailed,
notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such
stockholder’s address as it appears on the records of the Corporation.
Adopted and
effective as of December 11, 2020.
