Exhibit 3.1

AMENDED AND RESTATED

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation on July 29, 2019.

Annex A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

SUNNOVA ENERGY INTERNATIONAL INC.

ARTICLE I

NAME

Section I.1    The name of the Corporation is “Sunnova Energy International Inc.” (the “ Corporation ”).

ARTICLE II

REGISTERED AGENT

Section II.1    The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The registered agent at that address is Corporation Service Company.

ARTICLE III

PURPOSE

Section III.1    The nature of the business and the purposes to be conducted and promoted by the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (as amended from time to time, the “ DGCL ”).

ARTICLE IV

AUTHORIZED CAPITAL STOCK

Section IV.1    The total number of shares of capital stock which the Corporation shall have the authority to issue shall be (i) one hundred and fifty million (150,000,000) shares of convertible preferred stock having a par value of $0.01 per share (“ Convertible Preferred Stock ”), (a) of which, one hundred and ten million (110,000,000) shares are designated as the “ Series A Convertible Preferred Stock ” and (b) of which, forty million (40,000,000) shares are designated as the “ Series C Convertible Preferred Stock ”; and (ii) two hundred million (200,000,000) shares of common stock having a par value of $0.01 per share (“ Common Stock ”). The voting power, preferences and relative participating, optional or other special rights and the qualifications, limitations or restrictions of the above classes of stock are as specified below.

A-1

Section IV.2     COMMON STOCK

The Corporation shall have two classes of Common Stock: Series A Common Stock and Series B Common Stock. The Corporation shall have the authority to issue one hundred and eighty million (180,000,000) shares of Series A Common Stock and twenty million (20,000,000) shares of Series B Common Stock.

The designations and the powers, preferences and rights of the Common Stock are as follows

(a)     Voting .

(i)    The holders of shares of Series A Common Stock shall be entitled to one vote for each share of Series A Common Stock upon all matters presented to the stockholders and shall have the right to vote for the election of directors and for all other purposes; provided , however , that except as otherwise required by law, holders of Series A Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Convertible Preferred Stock, if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation or pursuant to the DGCL.

(ii)    The holders of shares of Series B Common Stock shall be nonvoting and shall not have the right to vote on any matter involving the Corporation, except as required by applicable law.

(iii)    The number of authorized shares of Common Stock, or of any class or classes of Common Stock, may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

(b)     Dividends . The holders of the Common Stock shall be entitled to such dividends in respect thereof (on a pro rata basis based upon the number of then-outstanding shares of Common Stock) as may from time to time be declared by the Board of Directors of the Corporation (the “ Board of Directors ”), but only when and as declared by the Board of Directors, out of any funds legally available for declaration of dividends, and subject to any provisions of this Certificate of Incorporation, any Certificate of Designation and any resolutions of the Board of Directors adopted pursuant to authority contained herein and therein requiring that dividends be declared, paid or set aside upon the outstanding shares of Convertible Preferred Stock of any series or upon the outstanding shares of any other class of capital stock ranking senior to the Common Stock as to dividends or that the Corporation fulfill any obligations it may have with respect to the redemption of any outstanding Convertible Preferred Stock as a condition to the declaration and/or payment of any dividend on the Common Stock; provided , however , that no dividends may be declared, paid or set aside upon the outstanding shares of Common Stock unless and until all declared and unpaid dividends upon the outstanding shares of Convertible Preferred Stock, if any, have been paid.

A-2

(c)     Liquidation . In the event of the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the Common Stock shall be entitled to share pro rata (based upon the number of then-outstanding shares of Common Stock) in the net assets available for distribution to holders of Common Stock after satisfaction of the prior claims of the holders of shares of Convertible Preferred Stock of any series and shares of any other class of capital stock ranking senior to the Common Stock as to assets, in accordance with the provisions of this Certificate of Incorporation, any Certificate of Designation and any resolutions of the Board of Directors adopted pursuant to authority herein contained.

(d)     Uncertificated Shares . Nothing in this Certificate of Incorporation or any Certificate of Designation limits or will be interpreted to limit the power of the Board of Directors under the DGCL to provide that some or all of any or all classes or series of Convertible Preferred Stock or Common Stock shall be uncertificated.

Section IV.3     CONVERTIBLE PREFERRED STOCK

One hundred and ten million (110,000,000) shares of the authorized Convertible Preferred Stock of the Corporation are hereby designated as the “Series A Convertible Preferred Stock” (the “ Series A Preferred Stock ”) and forty million (40,000,000) shares of the authorized Convertible Preferred Stock of the Corporation are hereby designated as the “Series C Convertible Preferred Stock” (the “ Series C Preferred Stock ”).

The designations and the powers, preferences and rights, and restrictions, qualifications and limitations, of the Convertible Preferred Stock are as follows:

(a)     Dividends . From and after the date of the issuance of any shares of Convertible Preferred Stock, dividends in the amount of 6% per annum on the sum of (i) the Series A Preferred Original Issue Price (as defined below) or the Series C Preferred Original Issue Price (as defined below), as applicable, plus (ii) any amount of previously accrued dividends, measured quarterly, shall accrue on such shares of Convertible Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Convertible Preferred Stock) (all such accrued dividends, the “ Accruing Convertible Preferred Dividends ”). Accruing Convertible Preferred Dividends shall accrue quarterly, whether or not declared, and shall be cumulative; provided , however , that except as set forth in the following sentence of this Section IV.3(a) , such Accruing Convertible Preferred Dividends shall be payable in cash only when, as and if declared by the Board of Directors out of funds legally available therefor and the Corporation otherwise shall be under no obligation to pay such Accruing Convertible Preferred Dividends. The Corporation shall not declare, pay or set aside any dividends on Common Stock (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Convertible Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Convertible Preferred Stock in an amount equal to the sum of

A-3

(A) the amount of the aggregate Accruing Convertible Preferred Dividends then accrued on such share of Convertible Preferred Stock and not previously paid and (B) that dividend per share of Convertible Preferred Stock as would equal the product of (1) the dividend payable on a share of Series A Common Stock and (2) the number of shares of Series A Common Stock issuable upon conversion of such share of Convertible Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend. The “ Series A Preferred Original Issue Price ” shall mean $5.3246735 per share and the “ Series C Preferred Original Issue Price ” shall mean $5.80 per share, each as subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Convertible Preferred Stock.

(b)     Liquidation, Dissolution or Winding Up: Certain Mergers, Consolidations and Asset Sales .

(i)     Preferential Payments to Holders of Convertible Preferred Stock. Upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation or any Deemed Liquidation Event (as defined below), subject to the rights of any class or series of capital stock of the Corporation ranking senior to the Convertible Preferred Stock in respect of payments on liquidation, dissolution or winding up of the Corporation or any Deemed Liquidation Event, each holder of shares of Convertible Preferred Stock then outstanding shall be entitled to payment out of the assets of the Corporation available for distribution to its stockholders, prior and in preference to the holders of Common Stock and any other class or series of capital stock of the Corporation ranking junior to the Convertible Preferred Stock by reason of their ownership thereof in respect of payment on liquidation, dissolution or winding up or any Deemed Liquidation Event, in an amount per share of Convertible Preferred Stock (such amount, as applicable, the “ Convertible Preferred Liquidation Preference ”) equal to the greater of (A) the sum of (I) the Series A Preferred Original Issue Price or Series C Preferred Original Issue Price, as applicable, on such share plus (2) any Accruing Convertible Preferred Dividends on such share accrued but unpaid to the date fixed for liquidation, dissolution or winding up or of the Deemed Liquidation Event (it being understood that the Convertible Preferred Liquidation Preference as of any date shall for all purposes hereunder be deemed to include Accruing Convertible Preferred Dividends that have accrued thereon, whether or not declared, since the dividend payment date immediately preceding the date of such liquidation, dissolution or winding up or Deemed Liquidation Event to the extent unpaid as of such date) or (B)  such amount per share as would have been payable on such share had all shares of Series A Preferred Stock and Series C Preferred Stock been converted into Series A Common Stock pursuant to Section IV.3(d) immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the amount payable pursuant to this sentence is hereinafter referred to as the “ Series A Preferred Liquidation Amount ” with regard to the Series A Preferred Stock, and the “ Series  C Preferred Liquidation Amount ” with regard to the Series C Preferred Stock). If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its

A-4

stockholders shall be insufficient to pay the holders of shares of Convertible Preferred Stock the full amount to which they shall be entitled under this Section  IV.3(b)(i), the holders of shares of Convertible Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

(ii)     Payments to Holders of Common Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, after the payment in full of all Series A Preferred Liquidation Amounts and Series C Preferred Liquidation Amounts required to be paid to the holders of shares of Convertible Preferred Stock, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares held by each such holder.

(iii)     Deemed Liquidation Events.

(A)    Each of the following events shall be considered a “ Deemed Liquidation Event ” unless the holders of at least 80% of the outstanding shares of Series A Preferred Stock and Series C Preferred Stock (with the shares of Series A Preferred Stock and Series C Preferred Stock voting on an “as converted basis” as if such shares had been converted into Series A Common Stock pursuant to Section IV.3(d) ) elect otherwise by written notice sent to the Corporation at least three (3) days prior to the effective date of any such event:

(1)    a merger or consolidation in which

(I)    the Corporation is a constituent party or

(II)    a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (a) the surviving or resulting corporation; or (b) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or

A-5

(2)    the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation; provided , however , that a transaction or series of related transactions shall not constitute a Deemed Liquidation Event if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in the same proportions (other than as required for cash in lieu of fractional shares, if applicable) by the stockholders who held the Corporation’s securities immediately prior to such transaction or series of related transactions.

(B)    The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Section IY.3(b)(iii)(A)(1)(I) unless the agreement or plan of merger or consolidation for such transaction (the “ Merger Agreement ”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Section IV.3(b)(i) and Section IV.3(b)(ii) .

(C)    In the event of a Deemed Liquidation Event referred to in Section IV.3(b)(iii)(A)(1)(II) or Section IV.3(b)(iii)(A)(2) , if the Corporation does not effect a dissolution of the Corporation under the DGCL within ninety (90) days after such Deemed Liquidation Event, then (1) the Corporation shall send a written notice to each holder of Convertible Preferred Stock no later than the ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (2) to require the redemption of such shares of Convertible Preferred Stock; and (2) if the holders of at least 20% of the then outstanding shares of Series A Preferred Stock and Series C Preferred Stock (with the shares of Series A Preferred Stock and Series C Preferred Stock voting on an “as converted basis” as if such shares had been converted into Series A Common Stock pursuant to Section IV.3(d) ) so request in a written instrument delivered to the Corporation not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors),

A-6

together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “ Available Proceeds ”), on the one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Convertible Preferred Stock at a price per share equal to the Series A Preferred Liquidation Amount or the Series C Preferred Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Convertible Preferred Stock, the Corporation shall ratably redeem each holder’s shares of Convertible Preferred Stock to the fullest extent of such Available Proceeds in conformity with the priorities set forth in Section  1V.3(b)(i) and Section  1V.3(b)(ii) , and shall redeem the remaining shares as soon as it may lawfully do so under the DGCL governing distributions to stockholders. Prior to the distribution or redemption provided for in this Section  1V.3(b)(iii)(C) , the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business.

(D)    If the amount deemed paid or distributed under this Section  IV.3(b)(iii) is made in property other than in cash, the value of such distribution shall be the fair market value of such property, determined as follows:

(1)    For securities not subject to investment letters or other similar restrictions on free marketability,

(I)       if traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange or market over the thirty (30) day period ending three (3) days prior to the closing of such transaction;

(II)      if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the closing of such transaction; or

(III)     if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors.

(2)    The method of valuation of securities subject to investment letters or other similar restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall take into account an appropriate discount (as determined in good faith by the Board of Directors) from the market value as determined pursuant to clause (1) above so as to reflect the approximate fair market value thereof.

A-7

(3)    If holders of at least 80% of the then outstanding shares of Series A Preferred Stock and of the then outstanding Series C Preferred Stock (with the shares of Series A Preferred Stock and Series C Preferred Stock voting on an “as converted basis” as if such shares had been converted into Series A Common Stock pursuant to Section IV.3(d) , voting as a single class) object to the valuation determined by the Board of Directors, then the value shall be the fair market value as mutually determined by the Corporation and such holders of Convertible Preferred Stock, and if the Corporation and such holders are unable to reach agreement, then the fair market value shall be established by an independent nationally recognized investment bank reasonably acceptable to both the Corporation and such holders of Convertible Preferred Stock.

(E)    In the event of a Deemed Liquidation Event pursuant to Section IV.3(b)(iii)(A)(1)(I), if any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies (the “ Additional Consideration ”), the Merger Agreement shall provide that (1) the portion of such consideration that is not Additional Consideration (such portion, the “ Initial Consideration ”) shall be allocated among the holders of capital stock of the Corporation in accordance with Section IV.3(b)(i) and Section IV.3(b)(ii) as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event; and (2) any Additional Consideration which becomes payable to the stockholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Section IV.3(b)(i) and Section IV.3(b)(ii) after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Section  IV.3(b)(iii)(E), consideration placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar obligations in connection with such Deemed Liquidation Event shall be deemed to be Additional Consideration.

(c)     Voting . On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Convertible Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Series A Common Stock into which the shares of Convertible Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Certificate of Incorporation, holders of Convertible Preferred Stock shall vote together with the holders of those shares of Convertible Preferred Stock and Common Stock entitled to vote on a particular matter, as a single class and on an as-converted to Common Stock basis.

A-8

(d)     Optional Conversion . The holders of the Convertible Preferred Stock shall have conversion rights as follows (the “ Conversion Rights ”):

(i)    Right to Convert.

(A)    Conversion Ratio.

(1)    Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Series A Common Stock as is determined by dividing the Series A Preferred Original Issue Price by the Series A Preferred Conversion Price (as defined below) in effect at the time of conversion. The “ Series A Preferred Conversion Price ” shall initially be equal to $5.3246735. Such initial Series A Preferred Conversion Price, and the rate at which shares of Series A Convertible Preferred Stock may be converted into shares of Series A Common Stock, shall be subject to adjustment as provided below.

(2)    Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Series A Common Stock as is determined by dividing the Series C Preferred Original Issue Price by the Series C Preferred Conversion Price (as defined below) in effect at the time of conversion. The “ Series C Preferred Conversion Price ” shall initially be equal to $5.80. Such initial Series C Preferred Conversion Price, and the rate at which shares of Series C Preferred Stock may be converted into shares of Series A Common Stock, shall be subject to adjustment as provided below.

(B)     Termination of Conversion Rights . In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of the applicable series of Convertible Preferred Stock.

(ii)     Fractional Shares. No fractional shares of Series A Common Stock shall be issued upon conversion of the Convertible Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share

A-9

of Series A Common Stock as determined in good faith by the Board of Directors. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Convertible Preferred Stock that the holder is at the time converting into Series A Common Stock and the aggregate number of shares of Series A Common Stock issuable upon such conversion.

(iii)     Mechanics of Conversion.

(A)     Notice of Conversion . In order for a holder of Convertible Preferred Stock to voluntarily convert shares of Convertible Preferred Stock into shares of Series A Common Stock, such holder shall (i) provide written notice to the Corporation’s transfer agent at the office of the transfer agent for the Convertible Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent) that such holder elects to convert all or any number of such holder’s shares of Convertible Preferred Stock and, if applicable, any event on which such conversion is contingent and (ii) if such holder’s shares are certificated, surrender the certificate or certificates for such shares of Convertible Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Convertible Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent). Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the shares of Series A Common Stock to be issued. If required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such notice and, if applicable, certificates (or lost certificate affidavit and agreement) shall be the time of conversion (the “ Conversion Time ”), and the shares of Series A Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time (i) issue and deliver to such holder of Convertible Preferred Stock, or to his, her or its nominees, a notice of issuance of uncertificated shares and may, upon written request, issue and deliver a certificate for the number of full shares of Series A Common Stock issuable upon such conversion in accordance with the provisions hereof and, may, if applicable and upon written request, issue and deliver a certificate for the number (if any) of the shares of Convertible Preferred Stock represented by any surrendered certificate that were not converted into Series A Common Stock, (ii) pay in

A-10

cash such amount as provided in Section IV.3(d)(ii) in lieu of any fraction of a share of Series A Common Stock otherwise issuable upon such conversion and (iii) pay all applicable declared but unpaid dividends on the shares of Convertible Preferred Stock converted.

(B)     Reservation of Shares . The Corporation shall, at all times when the Convertible Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Convertible Preferred Stock, such number of its duly authorized shares of Series A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of Series A Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Convertible Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Series A Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation. Before taking any action which would cause an adjustment reducing the Series A Preferred Conversion Price or the Series C Preferred Conversion Price, as applicable, below the then par value of the shares of Series A Common Stock issuable upon conversion of the Convertible Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non-assessable shares of Series A Common Stock at such adjusted Series A Preferred Conversion Price or Series C Preferred Conversion Price, respectively.

(C)     Effect of Conversion . All shares of Convertible Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Series A Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section IV.3(d)(ii) and to receive payment of any dividends declared but unpaid thereon. Any shares of Convertible Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Convertible Preferred Stock accordingly.

(D)     No Further Adjustment . Upon any such conversion, no adjustment to the Series A Preferred Conversion Price or the Series C Preferred Conversion Price shall be made for any declared but unpaid dividends on the Series A Preferred Stock or the Series C Preferred Stock surrendered for conversion or the Series A Common Stock delivered upon conversion.

A-11

(E)     Taxes . The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Series A Common Stock upon conversion of shares of Convertible Preferred Stock pursuant to this Section IV.3(d) . The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Series A Common Stock in a name other than that in which the shares of Convertible Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the reasonable satisfaction of the Corporation, that such tax has been paid.

(iv)     Adjustments to Conversion Price for Diluting Issues .

(A)     Special Definitions . For purposes of this ARTICLE IV , the following definitions shall apply:

(1)    “ Options ” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

(2)    “ Series C Convertible Preferred Original Issue Date ” shall mean the date on which the first share of Series C Preferred Stock was issued.

(3)    “ Convertible Securities ” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

(4)    “ Additional Shares of Common Stock ” shall mean all shares of Common Stock issued (or, pursuant to Section  IV.3(d)(iv)(C) below, deemed to be issued) by the Corporation after the Series C Convertible Preferred Original Issue Date, other than (x) the following shares of Common Stock and (y) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (x) and (y), collectively, “ Exempt Securities ”):

(I)    shares of Common Stock or Convertible Preferred Stock issued under the Purchase and Exchange Agreement, dated as of March 16, 2016, by and among the Corporation and the initial holders of Convertible Preferred Stock party thereto or under the Series B Subscription Agreements (or any preemptive rights with respect thereto);

A-12

(II)    shares of Common Stock or Convertible Preferred Stock issued or issuable on the Series C Convertible Preferred Original Issue Date under the Exchange Agreement, dated as of March 29, 2018, by and among the Corporation and certain stockholders of the Corporation;

(III)    shares of Common Stock or Convertible Preferred Stock issued or issuable under the Purchase Agreement, dated as of March 29, 2018, by and among the Corporation and the investors party thereto;

(IV)    shares of Common Stock, Options or Convertible Securities issued or deemed issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section  IV.3(d)(v) , ( vi ), (vii) or (viii) ;

(V)    shares of Common Stock, Options or Convertible Securities issued or deemed issued upon conversion of any of the Convertible Preferred Stock, or as a dividend or distribution on the Convertible Preferred Stock;

(VI)    shares of Common Stock issued or deemed issued upon the conversion of any Convertible Security (other than the Convertible Preferred Stock) or shares of Common Stock or Convertible Securities actually issued upon the exercise of Options (but only to the extent that the original issuance of such Convertible Security was subject to adjustment pursuant to this Section IV.3(d)(iv) or was outstanding on the Series C Convertible Preferred Original Issue Date);

(VII)    shares of Common Stock, Options or Convertible Securities issued or deemed issued to employees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to any plan, agreement or arrangement, in each case, approved by the Board of Directors pursuant to and in accordance with the Investors Agreement (including Section 6.8 thereof);

(VIII)    shares of Common Stock, Options or Convertible Securities issued or deemed issued pursuant to the acquisition of another entity by the Corporation by merger, purchase of substantially all of the assets or a business line, unit or division or other reorganization or pursuant to a joint venture agreement, provided that such issuances are approved by the Board of Directors; or

A-13

(IX)    shares of Common Stock issued in any firmly underwritten public offering of shares of Common Stock of the Corporation pursuant to a registration statement under the Securities Act of 1933 (an “ IPO ”), including any shares issued or deemed issued upon exercise of warrants or rights granted to the underwriters.

(B)     No Adjustment of Conversion Price . Neither the Series A Preferred Conversion Price nor the Series C Preferred Conversion Price shall be adjusted as a result of the issuance or deemed issuance of Additional Shares of Common Stock if the Corporation receives written notice from the holders of at least 80% of the then outstanding shares of Series A Preferred Stock and the then outstanding shares of Series C Preferred Stock (with the shares of Series A Preferred Stock and Series C Preferred Stock voting on an “as converted basis” as if such shares had been converted into Series A Common Stock pursuant to Section IV.3(d) , voting as a single class), agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock; provided that, with respect to an issuance or deemed issuance of Additional Shares of Common Stock that would result in an adjustment to the Series C Preferred Conversion Price but not to the Series A Preferred Conversion Price, no such adjustment shall be made if the Corporation receives written notice from the holders of at least a majority of the then outstanding shares of Series C Preferred Stock agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock.

(C)     Deemed Issue of Additional Shares of Common Stock .

(1)    If the Corporation at any time or from time to time after the Series C Convertible Preferred Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempt Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

A-14

(2)    If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock), pursuant to the terms of Section  IV.3(d)(iv)(C)(5) , are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to the Series A Preferred Conversion Price or the Series C Preferred Conversion Price, as applicable, as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (2) shall have the effect of increasing the Series A Preferred Conversion Price or the Series C Preferred Conversion Price to an amount which exceeds the lower of (i) the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock), respectively, in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) that would have resulted from any issuances of Additional Shares of Common Stock (other than deemed issuances of Additional Shares of Common Stock as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.

(3)    If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Exempt Securities), the issuance of which did not result in an

A-15

adjustment to the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) pursuant to the terms of Section IV.3(d)(iv)(C)(5) (either because the consideration per share (determined pursuant to Section  IV.3(d)(iv)(E) ) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) then in effect, or because such Option or Convertible Security was issued before the Series C Convertible Preferred Original Issue Date), are revised after the Series C Convertible Preferred Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (a) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (b) any decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Section  IV.3(d)(iv)(C)(1) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

(4)    Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) pursuant to the terms of Section  IV.3(d)(iv)(C)(5) , the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) shall be readjusted to such Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) as would have obtained had such Option or Convertible Security (or portion thereof) never been issued.

(5)    If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is

A-16

calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) provided for in this Section IV.3(d)(iv)(C) shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (2) and (3) of this Section  IV.3(d)(iv)(C) ). If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) that would result under the terms of this Section IV.3(d)(iv)(C) ) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) that such issuance or amendment took place at the time such calculation can first be made.

(D)     Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock . In the event the Corporation shall, at any time after the Series C Convertible Preferred Original Issue Date, issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section IV.3(d)(iv)(C) ), without consideration or for a consideration per share less than the Series A Preferred Conversion Price in effect immediately prior to such issue, then the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:

CP ₂ = CP ₁ * (A + B) ÷ (A + C).

A-17

For purposes of the foregoing formula, the following definitions shall apply:

(1)    “CP ₂ ” shall mean the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) in effect immediately after such issue of Additional Shares of Common Stock;

(2)    “CP ₁ ” shall mean the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) in effect immediately prior to such issue of Additional Shares of Common Stock;

(3)    “A” shall mean the number of shares of Common Stock outstanding immediately prior to such issue of Additional Shares of Common Stock (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion or exchange of Convertible Securities (including the Convertible Preferred Stock) outstanding (assuming exercise of any outstanding Options therefor) immediately prior to such issue);

(4)    “B” shall mean the number of shares of Common Stock that would have been issued if such Additional Shares of Common Stock had been issued at a price per share equal to CP ₁ (determined by dividing the aggregate consideration received by the Corporation in respect of such issue by CP ₁ ); and

(5)    “C” shall mean the number of such Additional Shares of Common Stock issued in such transaction.

(E)     Determination of Consideration . For purposes of this Section IV.3(d)(iv) , the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

(1)     Cash and Property : Such consideration shall:

(I)    insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest;

(II)    insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors; and

(III)    in the event Additional Shares of Common Stock are issued together with other shares or securities or

A-18

other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (I) and (II) above, as determined in good faith by the Board of Directors.

(2)     Options and Convertible Securities . The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Section IV.3(d)(iv)(C) , relating to Options and Convertible Securities, shall be determined by dividing:

(I)    The total amount, if any, received or receivable by the Corporation as consideration for the issuance of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(II)    the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

(F)     Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) pursuant to the terms of Section IV.3(d)(iv)(C)(5) , and such issuance dates occur within a period of no more than 90 days from the first such issuance to the final such issuance, then, upon the final such issuance, the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

A-19

(v)     Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Series C Convertible Preferred Original Issue Date effect a subdivision of the outstanding Common Stock, the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) in effect immediately before that subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Corporation shall at any time or from time to time after the Series C Convertible Preferred Original Issue Date combine the outstanding shares of Common Stock, the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) in effect immediately before the combination shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

(vi)     Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series C Convertible Preferred Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) then in effect by a fraction:

(A)    the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

(B)    the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

A-20

Notwithstanding the foregoing (1)  if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (2) no such adjustment shall be made if the holders of Convertible Preferred Stock simultaneously receive a dividend or other distribution of shares of Series A Common Stock in a number equal to the number of shares of Series A Common Stock as they would have received if all outstanding shares of Convertible Preferred Stock had been converted into Series A Common Stock on the date of such event.

(vii)     Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series C Convertible Preferred Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock) or in other property and the provisions of Section IV.3(a) do not apply to such dividend or distribution, then and in each such event the holders of Convertible Preferred Stock shall receive, simultaneously with the distribution to the holders of Common Stock a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property as they would have received if all outstanding shares of Convertible Preferred Stock had been converted into Series A Common Stock on the date of such event.

(viii)     Adjustment for Merger or Reorganization, etc. Subject to the provisions of Section IV.3(b)(iii) , if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Convertible Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Section IV.3(d)(iv) , (v) or (vii), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Convertible Preferred Stock shall thereafter be convertible in lieu of the Series A Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Series A Common Stock of the Corporation issuable upon conversion of one share of Convertible Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors) shall be made in the application of the provisions in this Section IV.3(d) with respect to the rights and interests thereafter of the holders of the Convertible Preferred Stock, to the end that the provisions set forth in this Section IV.3(d) (including provisions

A-21

with respect to changes in and other adjustments of the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock)) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Convertible Preferred Stock. For the avoidance of doubt, nothing in this Section IV.3(d)(viii) shall be construed as preventing the holders of Convertible Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Section IV.3(d)(viii) be deemed conclusive evidence of the fair value of the shares of Convertible Preferred Stock in any such appraisal proceeding.

(ix)     Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) pursuant to this Section IV.3(d) , the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Convertible Preferred Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which the Convertible Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Convertible Preferred Stock (but in any event not later than 10 days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (A) the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) then in effect, and (B) the number of shares of Series A Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of Convertible Preferred Stock.

(x)     Notice of Record Date. In the event:

(A)    the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Convertible Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security;

(B)    of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation or any Deemed Liquidation Event; or

(C)    of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation,

A-22

then, and in each such case, the Corporation will send or cause to be sent to the holders of the Convertible Preferred Stock a notice specifying, as the case may be, (1) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (2) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Convertible Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Convertible Preferred Stock and the Common Stock. Such notice shall be sent at least 10 days prior to the record date or effective date for the event specified in such notice.

(e)     Mandatory Conversion .

(i)     Trigger Events. Upon either (A) the closing of the sale of shares of Common Stock to the public at a price of at least 1.25 times the Series A Preferred Original Issue Price (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), with aggregate gross proceeds, net of the underwriting discount and commissions, to the Corporation of not less than $175 million, in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (B)  the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 80% of the then outstanding shares of Series A Preferred Stock and Series C Preferred Stock (with the shares of Series A Preferred Stock and Series C Preferred Stock voting on an “as converted basis” as if such shares had been converted into Series A Common Stock pursuant to Section IV.3(d) , voting as a single class) (the time of such closing, or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “ Mandatory Conversion Time ”), then (1) upon an event specified in clause (A) or (B) above, all outstanding shares of Series A Preferred Stock and Series C Preferred Stock shall automatically be converted into shares of Series A Common Stock, in each case at the then effective conversion rate(s) for such shares as calculated pursuant to IV.3(d)(i)(A) and (2) such shares of Series A Preferred Stock and Series C Preferred Stock converted pursuant to this Section IV.3(e)(i) may not be reissued by the Corporation.

(ii)     Procedural Requirements. All holders of record of shares of Series A Preferred Stock and Series C Preferred Stock shall be sent written notice of the Mandatory Conversion Time and the place designated for mandatory conversion of all such shares of Series A Preferred Stock and Series C Preferred Stock pursuant to this Section IV.3(e) . Such notice need not be sent in advance of the occurrence of the Mandatory Conversion Time. Upon receipt of such notice,

A-23

each holder of shares of Series A Preferred Stock and Series C Preferred Stock in certificated form shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice. If so required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Series A Preferred Stock and Series C Preferred Stock converted pursuant to Section  IV.3(e)(i) , including the rights, if any, to receive notices and vote (other than as a holder of Series A Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender any certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of any certificate or certificates of such holders (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Section IV.3(e)(ii) . As soon as practicable after the Mandatory Conversion Time and, if applicable, the surrender of any certificate or certificates (or lost certificate affidavit and agreement) for Series A Preferred Stock and Series C Preferred Stock, the Corporation shall (A) issue and deliver to such holder, or to his, her or its nominees, a notice of issuance of uncertificated shares and may, upon written request, issue and deliver a certificate for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and (B) pay cash as provided in Section IV.3(d)(ii) in lieu of any fraction of a share of Series A Common Stock and Series C Preferred Stock otherwise issuable upon such conversion and the payment of any declared but unpaid dividends on the shares of Series A Preferred Stock and Series C Preferred Stock converted. Such converted Series A Preferred Stock and Series C Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock and Series C Preferred Stock accordingly.

ARTICLE V

ADDITIONAL POWERS OF THE CORPORATION

Section V.1    In furtherance of and not in limitation of powers conferred by statute, it is further provided that:

(a)    subject to the limitations and exceptions, if any, contained in the Amended and Restated By-laws of the Corporation (the “ By-laws ”), the By-laws may be adopted, amended or repealed by the Board of Directors;

(b)    elections of directors need not be by written ballot; and

A-24

(c)    subject to any applicable requirements of law, the books of the Corporation may be kept outside the State of Delaware at such location as may be designated by the Board of Directors or in the By-laws.

ARTICLE VI

EXISTENCE

Section VI.1    The Corporation is to have perpetual existence.

ARTICLE VII

INDEMNIFICATION

Section VII.1    The Corporation shall indemnify and hold harmless, to the fullest extent not prohibited by the DGCL, each person (a “ Covered Person ”) who is or was made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding (each, a “ proceeding ”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an executive officer or director of the Corporation, against all liability, claims, damages, costs and losses suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. The Corporation may, in its sole and absolute discretion, indemnify such other persons as it may deem desirable or necessary, to the fullest extent not prohibited by the DGCL. For purposes of this ARTICLE VII , each of the Chief Executive Officer, the President, the Chief Financial Officer, the Senior Vice Presidents, the Treasurer and the Secretary of the Corporation shall be deemed to be an executive officer.

Section VII.2    The Corporation shall, to the fullest extent not prohibited by the DGCL, pay the expenses, including attorneys’ fees, incurred by a Covered Person in defending any proceeding in advance of final disposition; provided , however , that to the extent required by the DGCL, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts so advanced if it should ultimately be determined that the Covered Person is not entitled to be indemnified under this ARTICLE VII or otherwise.

Section VII.3    The rights conferred on any Covered Person pursuant to this ARTICLE VII shall not be deemed exclusive of any other rights such Covered Person may have or hereafter be entitled under any statute, this Certificate of Incorporation, the By-laws, any agreement, any vote of stockholders or disinterested directors or otherwise.

Section VII.4    The rights conferred on any Covered Person pursuant to this ARTICLE VII shall continue as to a person who has ceased to be a Covered Person (or other person indemnified hereunder) and shall inure to the benefit of the heirs, executors, administrators, legatees and distributees of such person.

Section VII.5    The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this ARTICLE VII , the By-laws, the DGCL, or any other applicable law.

A-25

Section VII.6    The provisions of this ARTICLE VII shall be a contract between the Corporation, on the one hand, and each Covered Person and any other person entitled to indemnification hereunder, on the other hand, pursuant to which the Corporation and each such Covered Person or other person intend to be, and shall be, legally bound. No amendment, repeal or modification of this ARTICLE VII shall affect any rights or obligations with respect to any state of facts then or theretofore existing or any proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

Section VII.7    If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this ARTICLE VII is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section VII.8    The Corporation hereby acknowledges that the investors (as defined in the Third Amended and Restated Investors Agreement, dated as of March 31, 2018, by and among Sunnova Energy Corporation, a Delaware corporation, and the stockholders party thereto (as amended from time to time, the “ Investors Agreement ”)), the ECP Directors, the Unaffiliated Directors and the Quantum Directors (each as defined in the Investors Agreement) and their respective heirs or representatives (each, an “ Indemnitee ”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by or on behalf of the Investors or their affiliates (collectively, the “ Indemnitors ”) and that, notwithstanding anything to the contrary contained herein (including as set forth in this ARTICLE VII ): (a) the Corporation is the indemnitor of first resort and the Indemnitors are the indemnitors of last resort in connection with any claims for indemnification from the Indemnitees, (b) the Corporation will be required to advance the full amount of expenses incurred by each Indemnitee and will be liable for the full amount of all losses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by this ARTICLE VII without regard to any rights each Indemnitee may have against any particular Indemnitor and (c) the Corporation irrevocably waives, relinquishes and releases the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Notwithstanding anything to the contrary herein, no advancement or payment by any Indemnitor on behalf of an Indemnitee with respect to any claim for which such Indemnitee has sought indemnification or advancement of expenses from the Corporation will affect the foregoing and such Indemnitor will have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Corporation. The Indemnitees and Indemnitors are express third-party beneficiaries of the terms of this Section VII.8 .

ARTICLE VIII

LIMITATIONS ON LIABILITY

Section VIII.1    No member of the Board of Directors shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,

A-26

except, if required by the DGCL, for liability: (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL; or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL or any other law of the State of Delaware is amended after approval by the stockholders of this ARTICLE VIII to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

Section VIII.2    Neither the amendment nor repeal of this ARTICLE VIII shall eliminate or reduce the effect of this ARTICLE VIII in respect of any matter occurring, or any cause of action, suit or claim that, but for this ARTICLE VIII would accrue or arise, prior to such amendment or repeal.

ARTICLE IX

CORPORATE OPPORTUNITIES

Section IX.1    The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “ Excluded Opportunity ” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Convertible Preferred Stock or any of its affiliates or any of their respective partners, members, managers, directors, equityholders, employees or agents, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “ Covered Persons ”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.

ARTICLE X

AMENDMENT

Section X.1    The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and this Certificate of Incorporation and all rights conferred upon stockholders herein are granted subject to this reservation; provided, that, subject to the terms of the Investors Agreement, so long as shares of the Series C Preferred Stock are issued and outstanding, the Company shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then-outstanding shares of Series C Preferred Stock voting as a separate class, amend, alter or repeal this Certificate of Incorporation so as to adversely impact the powers, designations, preferences and restrictions of the Series C Preferred Stock in a manner different from those of the Series A Preferred Stock.

A-27

Exhibit 3.2

CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUNNOVA ENERGY INTERNATIONAL INC.

July 29, 2019

Sunnova Energy International Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, as heretofore amended (the “Certificate of Incorporation”).

2. Section IV.1 of Article IV of the Certificate of Incorporation is hereby amended by adding the following new paragraph at the end thereof:

“Upon this second paragraph of Section IV.1 of Article IV of this Certificate of Incorporation becoming effective pursuant the DGCL (the “ Effective Time ”), (i) each 2.3330 shares of Series A Common Stock issued and outstanding or held by the Corporation in treasury immediately prior to the Effective Time shall automatically be reclassified into one fully paid and nonassessable share of Series A Common Stock and (ii) each 2.3330 shares of Series B Common Stock issued and outstanding or held by the Corporation in treasury immediately prior to the Effective Time shall automatically be reclassified into one fully paid and nonassessable share of Series B Common Stock, in each case without further action by the Corporation or any holder thereof (collectively, the “ Reverse Stock Split ”). No fractional shares shall be issued in connection with the Reverse Stock Split, and in lieu thereof, the Corporation shall pay to each holder otherwise entitled to receive any such fraction an amount in cash (without interest) equal to the fair market value of such fractional share that such holder would otherwise be entitled to receive on the date of the Reverse Stock Split, as determined in good faith by the Board of Directors.”

3. Section IV.2 of Article IV of the Certificate of Incorporation is hereby amended to add new subsection (e) immediately following subsection (d) thereof, which shall read in its entirety as follows:

“(e) Conversion of Series B Common Stock . At the Mandatory Conversion Time, each issued and outstanding share of Series B Common Stock shall automatically be converted into one (1) fully paid and nonassessable share of Series A Common Stock without further action by the Corporation or any holder thereof.”

4. Section IV.3(d)(v) of Article IV of the Certificate of Incorporation is hereby amended to add the following as the last sentence of such section:

“Notwithstanding anything herein to the contrary, the Reverse Stock Split shall not cause or give to any adjustment to the Series A Preferred Original Issue Price, Series C Preferred Original Issue Price, Series A Preferred Conversion Price or Series C Preferred Conversion Price.”

5. This amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

6. All other provisions of the Certificate of Incorporation shall remain in full force and effect.

[Signature Page to Follow.]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by William J. Berger, its Chief Executive Officer, this 29th day of July, 2019.

Exhibit 3.3

SECOND AMENDED AND RESTATED

outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required therefor. Upon the effectiveness of this Second Amended and Restated Certificate of Incorporation, each share of Series A Common Stock of the Corporation outstanding immediately prior to such time shall be automatically reclassified as one share of Common Stock without any further action by the holders of such shares.

(B) Common Stock . The powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations and restrictions of the Common Stock are as follows:

1. Ranking . The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors of the Corporation (the “ Board ”) upon any issuance of the Preferred Stock of any series.

2. Voting . Except as otherwise provided by law or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have the exclusive right to vote for the election and removal of directors and for all other purposes. Notwithstanding any other provision of this Second Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, including the terms of any Preferred Stock Designation (as defined below), this “ Certificate of Incorporation ”) to the contrary, the holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) or the DGCL.

3. Dividends . Subject to the rights of the holders of Preferred Stock, holders of shares of Common Stock shall be entitled to receive such dividends and distributions and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board from time to time out of assets or funds of the Corporation legally available therefor.

4. Liquidation . Subject to the rights of the holders of Preferred Stock, shares of Common Stock shall be entitled to receive the assets and funds of the Corporation available for distribution in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary. A liquidation, dissolution or winding up of the affairs of the Corporation, as such terms are used in this Section B(4), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other person or a sale, lease, exchange or conveyance of all or a part of its assets.

(C) Preferred Stock .

Shares of Preferred Stock may be issued from time to time in one or more series. Subject to any limitations prescribed by the Stockholders Agreement, the Board is hereby authorized to provide by resolution or resolutions from time to time for the issuance, out of the unissued shares of Preferred Stock, of one or more series of Preferred Stock, without stockholder approval, by filing a certificate pursuant to the applicable law of the State of Delaware (the “ Preferred Stock Designation ”), setting forth such resolution and, with respect to each such series, establishing the number of shares to be included in such series, and fixing the voting powers, full or limited, or no voting power of the shares of such series, and the designations and powers, preferences, privileges and relative, participating, optional or other special rights,

2

if any, of the shares of each such series and any qualifications, limitations or restrictions thereof. The designations and powers, preferences, privileges and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations and restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination of the following:

1. the designation of the series, which may be by distinguishing number, letter or title;

2. the number of shares of the series, which number the Board may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);

3. the dividend rate, whether dividends are payable or issuable in cash, stock of the Corporation or other property, the conditions upon which and the times when such dividends are payable or issuable, the preference to or the relation to the payment or issuance of dividends payable or issuable on any other class(es) or series of stock, whether such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall cumulate, and whether such dividends shall be compounded and if so the rate of such compounding;

4. the dates on which dividends, if any, shall be payable;

5. whether the shares of any series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if redeemable, the redemption price or prices (which may be payable or issuable in the form of cash, notes, securities or other property), and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

6. the terms and amount of any sinking fund, if any, provided for the purchase or redemption of shares of the series;

7. the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of, or upon any distribution of the assets of, the Corporation;

8. whether the shares of the series shall be convertible into or exchangeable for, shares of any other class(es) or series, or any other security or other property, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices, ratio or ratios or rate or rates at which such conversion or exchange may be made, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;

9. restrictions on the issuance of shares of the same series or any other class or series;

10. whether the series is to have voting powers, full, special or limited, whether generally or upon specified events, or is to be without voting powers, and whether such series is to be entitled to vote as a separate series either alone or together with the holders of one or more other classes or series of stock; and

11. any other designations and powers, preferences, privileges and relative, participating, optional or other special rights of each series of Preferred Stock, and any qualifications, limitations or restrictions thereof, all as may be determined from time to time by the Board and stated in the resolution or resolutions providing for the issuance of such Preferred Stock.

3

Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law.

ARTICLE V

This Article V is inserted for the management of the business and for the conduct of the affairs of the Corporation.

(A) General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided by law.

(B) Number of Directors; Election of Directors . Subject to the terms of the Stockholders Agreement and the rights of holders of any series of Preferred Stock to elect directors, the number of the directors of the Corporation shall be fixed from time to time exclusively pursuant to a resolution adopted by the affirmative vote of a majority of the Whole Board. “ Whole Board ” shall mean the total number of authorized directors whether or not there exist any vacancies or unfilled seats in previously authorized directorships (provided for the avoidance of doubt that voting power shall be attributed to any such vacancies or unfilled seats).

(C) Classes of Directors . Subject to the terms of the Stockholders Agreement and the rights of holders of any series of Preferred Stock to elect directors, the Board shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one third of the total number of directors constituting the entire Board. Subject to the terms of the Stockholders Agreement, the Board is authorized to assign members of the Board already in office to Class I, Class II or Class III at the time such classification becomes effective.

(D) Terms of Office . Subject to the rights of holders of any series of Preferred Stock to elect directors pursuant to this Certificate of Incorporation (including any Preferred Stock Designation hereunder), each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class I shall serve for a term expiring at the Corporation’s first annual meeting of stockholders held following the time at which the initial classification of the Board becomes effective; each director initially assigned to Class II shall serve for a term expiring at the Corporation’s second annual meeting of stockholders held following the time at which the initial classification of the Board becomes effective; and each director initially assigned to Class III shall serve for a term expiring at the Corporation’s third annual meeting of stockholders held following the time at which the initial classification of the Board becomes effective; provided further, that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, disqualification, resignation or removal. The annual meeting of stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held on such date, and at such time as the Board of Directors shall fix.

(E) Quorum . The greater of (1) a majority of the directors at any time in office and (2) one-third of the number of directors fixed pursuant to Section B of this Article V shall constitute a quorum of the Board of Directors. If at any meeting of the Board of Directors there shall be less than such a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present

4

(F) Vacancies . Subject to applicable law, the terms of the Stockholders Agreement and the rights of holders of any series of Preferred Stock pursuant to this Certificate of Incorporation (including any Preferred Stock Designation hereunder), any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, disability, resignation, disqualification or removal of any director or from any other cause shall be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. Any director elected in accordance with the preceding sentence shall, in the case of a newly created directorship, hold office for the full term of the class in which the newly created directorship was created or, in the case of a vacancy, hold office for the remaining term of his or her predecessor and in each case until his or her successor shall be elected and qualified, subject to his or her earlier death, disqualification, resignation or removal. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director.

(G) Removal . Subject to the rights of the holders of any series of Preferred Stock, if any, to elect additional directors pursuant to this Certificate of Incorporation (including any Preferred Stock Designation hereunder), and pursuant to the terms of the Stockholders Agreement, any director or the entire Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of shares representing at least sixty-six and two-thirds percent (66-2/3%) of the votes which all the stockholders would be entitled to cast in the election of directors generally, voting together as a single class and acting at a duly held meeting of the stockholders in accordance with the DGCL, this Restated Certificate of Incorporation and the bylaws of the Corporation (the “ Bylaws ”).

(H) Stockholder Nominations and Introduction of Business . Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws.

(I) Preferred Stock Directors . During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV hereof or any Preferred Stock Designation, then upon commencement and for the duration of the period during which such right continues: (1) the then otherwise total number of authorized directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (2) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his earlier death, disqualification, resignation or removal. Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof or any Preferred Stock Designation, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.

ARTICLE VI

Unless and except to the extent that the Bylaws shall so require, the election of directors of the Corporation need not be by written ballot.

5

ARTICLE VII

To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided , however , that nothing contained in this Article VII shall eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to the provisions of Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the preceding sentence, if the DGCL is amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended. No amendment, alteration, change or repeal of this Article VII or adoption of any other provision of this Certificate of Incorporation shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such amendment, alteration, change, repeal or adoption.

ARTICLE VIII

The Corporation may indemnify, and advance expenses to, to the fullest extent permitted by law, any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (and any other persons to which applicable law permits the Company to provide indemnification).

ARTICLE IX

Subject to the terms of any series of Preferred Stock with respect to such series, any action required or permitted to be taken by the stockholders of the Corporation at a duly held annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action taken, are signed by the holders of outstanding shares of the relevant class(es) or series of stock of the Corporation representing not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of the Corporation then issued and outstanding entitled to vote thereon were present and voted and delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or to an officer or agent of the Corporation having custody in the book in which proceedings of meetings of stockholders are recorded; provided, however, that subject to the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, after the date on which the ECP Stockholders beneficially own in the aggregate less than thirty percent (30%) of all shares of Common Stock issued and outstanding, any action required or permitted to be taken by stockholders of the Corporation must be taken at a duly called annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting.

ARTICLE X

Special meetings of stockholders for any purpose or purposes may be called at any time by the Whole Board, the Chairman of the Board, the Chief Executive Officer of the Corporation, or the holders of

6

a majority in voting power of all the outstanding shares of capital stock of the Corporation, and may not be called by another other person or persons, except that the holders of a majority in voting power of all the outstanding shares of capital stock of the Corporation may only call a special meeting of stockholders for so long as the ECP Stockholders beneficially own in the aggregate at least thirty percent (30%) or more of all shares of Common Stock issued and outstanding. The Board shall fix the date, time and place, if any, of such special meeting. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. The Board may postpone, recess, reschedule or cancel any previously scheduled special meeting of stockholders.

ARTICLE XI

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the DGCL may be added or inserted, in any manner now or hereafter provided by law and in accordance with the Stockholders Agreement; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right of the Corporation reserved in this Article XI. Notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law, by this Certificate of Incorporation or by any Preferred Stock Designation, after the date on which the ECP Stockholders beneficially own in the aggregate, directly or indirectly, less than thirty percent (30%) or more of all of shares of Common Stock issued and outstanding, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) in voting power of the stock of the Corporation entitled to vote thereon shall be required to amend, alter, change or repeal, or adopt any provision inconsistent with, any of Article V, Article VII, Article VIII, Article IX, Article X, Article XII, Article XIII, Article XIV, Article XV, Article XVI, and this sentence of this Certificate of Incorporation, or in each case, the definition of any capitalized terms used therein or any successor provision (including, without limitation, any such article or section as renumbered as a result of any amendment, alteration, change, repeal or adoption of any other provision of this Certificate of Incorporation). Any amendment, repeal or modification of any of Article VII, Article VIII and this sentence shall not adversely affect any right or protection of any person existing thereunder with respect to any act or omission occurring prior to such repeal or modification.

ARTICLE XII

In furtherance and not in limitation of the powers conferred upon it by law, the Board is expressly authorized and empowered to adopt, amend and repeal the Bylaws by the affirmative vote of a majority of the Whole Board or by written consent. Notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law, by this Certificate of Incorporation or by any Preferred Stock Designation, the Bylaws may also be amended, altered or repealed and new Bylaws may be adopted by the stockholders of the Corporation only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) in voting power of the outstanding stock of the Corporation entitled to vote thereon. No bylaws hereafter made or adopted, nor any repeal of or amendment thereto, shall invalidate any prior act of the Board that was valid at the time it was taken.

7

ARTICLE XIII

The Corporation expressly elects not to be governed by the provisions of Section 203 of the DGCL.

Notwithstanding anything to the contrary set forth in this Certificate of Incorporation, the Corporation shall not engage in any Business Combination (as defined below) at any point in time at which the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, with any Interested Stockholder (as defined below) for a period of three years following the time that such stockholder became an Interested Stockholder, unless (and subject in all events to any limitations prescribed by the Stockholders Agreement):

ARTICLE XIV

As used in Articles XIII and XV and in this Article XIV, the following terms shall have the following meanings:

“Affiliate” means as to any Person, any other Person or entity who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person; provided that the term “Affiliate” shall not include at any time any portfolio companies of the ECP Stockholders. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. A Person who is the Owner of 20% or more of the outstanding Voting Stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary;

8

Notwithstanding the foregoing, a presumption of control shall not apply where such Person holds Voting Stock, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee, custodian or trustee for 1 or more Owners who do not individually or as a group have control of such entity.

“Associate” when used to indicate a relationship with any Person, means: (i) any corporation, partnership, unincorporated association or other entity of which such Person is a director, officer or partner or is, directly or indirectly, the Owner of 20% or more of any class of Voting Stock of the Corporation; (ii) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same residence as such Person.

“Business Combination” means (i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation with the Interested Stockholder or (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the Interested Stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding shares of capital stock of the Corporation.

“ECP” means Energy Capital Partners.

“ECP Stockholders” means any of Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP, Energy Capital Partners III-D, LP, Energy Capital Partners III (Sunnova Co-Invest), LP and each of their respective Affiliates that owns any shares of Common Stock or Preferred Stock in the Corporation.

“Interested Stockholder” means any Person (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the Owner of fifteen percent (15%) or more of the outstanding Voting Stock of the Corporation that are entitled to vote, or (ii) is an Affiliate of the Corporation and was the Owner of fifteen percent (15%) or more of the outstanding Voting Stock of the Corporation that are entitled to vote at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Stockholder, and the Affiliates and Associates of such Person. Notwithstanding anything in this Article XIV to the contrary, the term “Interested Stockholder” shall not include: (x) the ECP Stockholders or any of their Affiliates or Associates, including any investment funds managed, directly or indirectly, by ECP or any other Person with whom any of the foregoing are acting as a group or in concert for the purpose of acquiring, holding, voting or disposing of shares of capital stock of the Corporation, or (y) any Person who acquires Voting Stock of the Corporation directly from an ECP Stockholder, and excluding, for the avoidance of doubt, any Person who acquires Voting Stock of the Corporation through a broker’s transaction executed on any securities exchange or other over-the-counter market or pursuant to an underwritten public offering.

9

“Owner,” including the terms “own” and “owned,” when used with respect to any stock, means a Person that individually or with or through any of its Affiliates or Associates that (i) beneficially owns such stock, directly or indirectly; or (ii) has (A) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Owner of stock tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered stock is accepted for purchase or exchange; or (B) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Owner of any stock because of such Person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more Persons; or (iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (B) of subparagraph (ii) of this paragraph), or disposing of such stock with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, such stock.

“Person” means any individual, corporation, partnership, unincorporated association or other entity.

“Voting Stock” means, with respect to any corporation, stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference to a percentage of Voting Stock shall refer to such percentage of the votes of such Voting Stock.

ARTICLE XV

(a) In recognition and anticipation that (i) certain directors, principals, officers, employees and/or other representatives of ECP and its Affiliates may serve as directors, officers or agents of the Corporation, (ii) each of ECP and their respective Affiliates, directly or indirectly (including through companies in which ECP or any of its Affiliates is an equityholder, officer, director or affiliate), may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) members of the Board who are not directly paid employees of the Corporation (“ Non-Employee Directors ”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article XV are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve any of ECP, the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith. For the avoidance of doubt, no person shall be deemed not to be a Non-Employee Director solely by virtue of the payment of a management fee by the Corporation to ECP or one or more of their respective Affiliates.

10

(b) None of (i) ECP or any of its Affiliates or (ii) any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation, in either his or her director or officer capacities) or his or her Affiliates (the Persons (as defined below) identified in clause (i) through (ii) above being referred to, collectively, as “ Identified Persons ” and, each individually, as an “ Identified Person ”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage in or (2) otherwise competing with the Corporation or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law and in accordance with Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section (c) of this Article XV. Subject to said Section (c) of this Article XV, in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty or other duty (contractual or otherwise) as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person, or does not present such corporate opportunity to the Corporation or any of its Affiliates.

(c) The Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Corporation) if such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Corporation, and the provisions of Section (b) of this Article XV shall not apply to any such corporate opportunity.

(d) In addition to and notwithstanding the foregoing provisions of this Article XV, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation, or (iii) is one in which the Corporation has no interest or reasonable expectancy.

(e) To the fullest extent permitted by law, any Person holding, purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XV.

(f) Neither the amendment, change, alteration nor repeal of this Article XV, nor the adoption of any provision of this Second Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation, nor, to the fullest extent permitted by DGCL, any modification of law, shall eliminate or reduce the effect of this Article XV or the rights or any protection afforded under this Article XV in respect of any corporate opportunity that an Identified Person acquires knowledge of prior to such amendment, repeal, adoption or modification.

11

ARTICLE XVI

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for: (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim against the Corporation, its directors, officers or employees or agents arising pursuant to any provision of the DGCL, this Certificate of Incorporation or the Bylaws, or (d) any action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (e) any action governed by the internal affairs doctrine. This Article XVI shall not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction.

To the fullest extent permitted by applicable law, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, subject to and contingent upon a final adjudication in the State of Delaware of the enforceability of this provision.

To the fullest extent permitted by applicable law, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XVI.

[ Remainder of Page Intentionally Left Blank ]

12

IN WITNESS WHEREOF, this Second Amended and Restated Certificate of Incorporation has been executed this 29 ^th day of July 2019.

[Signature Page to Certificate of Incorporation]

Exhibit 3.4

the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section  2.05 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting that shall state the place, if any, date, hour, 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) and means of remote communications, if any, of every meeting of stockholders shall be given by the Corporation not less than five (5) days nor more than sixty (60) days before such meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, any such notice to the stockholders shall be in writing and delivered personally or mailed to the stockholders entitled to vote at such meeting, at their addresses appearing on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to such stockholders, notice of meetings may be given to such stockholders by means of electronic transmission in accordance with applicable law. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at the stockholder’s address as it appears on the records of the Corporation and actually received by such stockholder. If electronically transmitted (in a manner consistent with Section 232 of the DGCL), then notice is deemed given when transmitted and directed to a facsimile number or electronic mail address at which the stockholder has consented to receive notice. An affidavit of the secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section  2.06 Quorum. Unless otherwise required by law, the Certificate of Incorporation of the Corporation, as amended from time to time (the “ Certificate of Incorporation ”), each certificate filed in accordance with the Certificate of Incorporation (or filed as a part of the Certificate of Incorporation), establishing a series of Preferred Stock of the Corporation and the number, designation, powers, preferences and rights of such series of Preferred Stock (each a “ Certificate of Designation ”), if any, these By-Laws, or the Investors Agreement (as defined below), at each meeting of the stockholders, the stockholders entitled to vote and holding a majority in voting power of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication, or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote at such meeting, present in person, present by means of remote communication, or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section  2.04 , until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

2

Section  2.07 Conduct of Meetings. The Board of Directors may adopt by resolution such procedural rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of stockholders, the President, Chief Executive Officer and Chairman of the Board, or in his or her absence or inability to act, the person whom the President, Chief Executive Officer and Chairman of the Board shall appoint, shall act as chairman of, and preside at, the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, 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 chairman of the meeting, may include, without limitation, 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 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 and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.

Section  2.08 List of Stockholders. The officer of the Corporation who has charge of the stock ledger shall prepare and make, at least five (5) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order, and showing the address of each such stockholder and the number of shares of each class of capital stock of the Corporation registered in the name of such stockholder. Nothing 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 five (5) 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 such meeting or (ii) 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. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be examined by any stockholder who is present. If the meeting is held solely by means of remote communication, 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 provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

Section  2.09 Inspectors at Meetings of Stockholders. The Board of Directors, in advance of any meeting of stockholders, may, and shall if required by law, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more

3

persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. 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 (a) ascertain the number of shares outstanding and the voting power of each such share, (b) determine the shares entitled to vote at a meeting that are represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares entitled to vote at the meeting that are represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board of Directors, the date and time of the opening and the closing of the polls for each matter upon which the stockholders entitled to vote at meeting will vote at such meeting shall be determined by the person presiding at the meeting and shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a stockholder entitled to vote at such meeting shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.

Section 2.10 Fixing the 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 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 determining the stockholders entitled to vote at such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of the stockholders entitled to vote at the adjourned meeting and in such case shall also fix as the record date for the stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote therewith at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date

4

upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting: (i) when no prior action by the Board of Directors is required by applicable law, the record date for such purpose shall be the first date on which a duly signed written consent consistent with Section  2.11 of these By-Laws setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded and (ii) if prior action by the Board of Directors is required by applicable law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. Delivery shall be by hand or by certified or registered mail, return receipt requested.

(c) 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 receive any payments or exercise any rights in respect of any change, conversion or exchange of stock, a transaction that results in a change in control of the Corporation, including, without limitation, a merger, reorganization, consolidation, or sale of all or substantially all of the Corporation’s assets or Preferred Stock and Common Stock, a voluntary or involuntary liquidation, a dissolution or a winding up of the Corporation or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 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 at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 2.11 Action Without a Meeting.

(a) Any action required to be taken at any annual or special meeting of stockholders, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a number of the shares of capital stock then outstanding and entitled to vote on such action that will be necessary to approve such action at a duly called annual or special meeting of stockholders assuming all such holders of capital stock then outstanding and entitled to vote on such action are present at such meeting (with a copy of such consent provided to all other stockholders entitled to vote on such action at a duly called annual or special meeting of the stockholders within a commercially reasonable period thereafter), provided that all stockholders are promptly notified at least three (3) business days before such action is taken.

(b) Electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for the purposes of this Section  2.11 , provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (A) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (B) the date on which such stockholder or proxy holder or authorized person or persons

5

transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation, which delivery may be satisfied by the Corporation having placed a reproduction in paper form (which may include a printed version of the electronic transmission) in the book in which proceedings of meetings of stockholders are recorded. Consents given by electronic transmission may be delivered to the principal place of business of the Corporation which may be satisfied by delivery to any officer or agent of the Corporation having his or her primary office at the principal place of business of the Corporation.

(c) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section  2.12 Meetings by Remote Communications. Subject to such reasonable guidelines and reasonable procedures as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:

(a) participate in a duly called meeting of stockholders; and

(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that:

ARTICLE III

Board of Directors

Subject to, and except as otherwise required by, applicable law, the Certificate of Incorporation, any Certificate of Designation and the Investors Agreement:

6

Section  3.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section  3.02 Number; Term of Office. The Board of Directors shall consist of nine (9) directors. Each director shall hold his office until his successor is elected and qualified or until his earlier resignation or removal. If permitted by the Investors Agreement, or if the Investors Agreement is not then in effect, by vote or agreement of the Board of Directors, the Board of Directors may also permit one or more persons to serve as a nonvoting observer which observer may receive all notices, minutes, consents, and other materials that is provided to directors, subject to any limitations set forth in the Investors Agreement, or if the Investors Agreement is not then in effect, by the Board of Directors, provided, however, that such observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; provided, further, that the Corporation reserves the right to withhold any information and to exclude such observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Corporation and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such observer is a competitor of the Corporation. Notwithstanding the foregoing, (i) the members of the Board of Directors may engage in discussions with one another outside of any meetings of the Board of Directors without the need to include any observer in such discussions or otherwise inform any observer of such discussions; (ii) the Board of Directors may take any actions without a meeting pursuant to Section  3.11 of these By-Laws without providing prior notice to any observer and (iii) at any meeting of the Board of Directors attended by any observer, prior to the consummation of such meeting, the Board of Directors may sit in session without the presence of such observer for purposes of discussion, vote or otherwise.

Section  3.03 Regular Meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held in accordance with a quarterly meeting schedule as determined by the Board of Directors, or such meetings may be held on such other days and at such other times and place within or without the State of Delaware as the Board of Directors may from time to time determine. The meeting schedule shall be delivered to each director such that it is actually received by such director at least two (2) business days prior to the next regular meeting in accordance with the delivery methods set forth in Section  3.06 .

Section  3.04 Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by any member of the Board of Directors. Notice of a special meeting shall be given by the person or persons calling the meeting to each director in a manner described in Section  3.06 such that it is actually received by such director at least two (2) business days before the special meeting.

Section  3.05 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to these By-Laws shall constitute presence in person at such meeting.

7

Section  3.06 Notices. Any written notice of a meeting of the Board of Directors shall be given by postal mail, delivered by hand, by facsimile transmission or by electronic mail. Such notice shall specify the place, date and hour of the meeting, and the general nature of the business to be transacted. A director’s attendance at any meeting, in person or by telephonic or videoconference participation, waives objection to lack of notice or defective notice of a meeting, unless the director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. A director may otherwise waive notice of a meeting in writing before, during or after the meeting.

Section  3.07 Quorum. Subject to any requirements set forth in the Investors Agreement, a majority of the directors at any time in office shall constitute a quorum of the Board of Directors. If less than a quorum are present at a meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time and may reschedule such adjourned meeting upon notice to each director at least two (2) business days prior to such rescheduled meeting, until such quorum shall be present.

Section  3.08 Organization. At each meeting of the Board of Directors, the Chairman of the Board of Directors (the “ Chairman of the Board ”) or, in his or her absence, another director selected by the Board of Directors shall preside. The Secretary shall act as secretary at each meeting of the Board of Directors. If the Secretary is absent from any meeting of the Board of Directors, 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 person presiding at the meeting may appoint any person to act as secretary of the meeting.

Section  3.09 Voting. The Board of Directors shall act by simple majority vote at any meeting of the Board of Directors at which a quorum of a majority of the directors is present, subject to any additional requirements set forth in the Investors Agreement.

Section  3.10 Committees of the Board of Directors. The Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one or more committees, each committee to consist of five or more directors subject to any additional requirements set forth in the Investors Agreement. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise the powers and authority of the Board of Directors, in the management of the business and affairs of the Corporation.

Section  3.11 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting and without a vote, if a consent in writing setting forth the action so taken is signed by all members of the Board of Directors then in office, or all members of any committee thereof, as applicable.

ARTICLE IV

Officers

Section  4.01 Generally. Except as otherwise specified herein or delegated to a committee of the Board of Directors, the Board of Directors shall have the authority to appoint, determine the compensation of, and terminate officers of the Corporation and to delegate and revoke such powers and duties exercisable by the Board of Directors to any such officers, employees or agents of the

8

Corporation as the Board of Directors deems appropriate, including the power, acting individually or jointly, to represent and bind the Corporation in all matters, in accordance with the scope of their respective powers and duties. Each such officer shall hold office at the pleasure of the Board of Directors for the term for which he or she is appointed and until his or her successor has been appointed and qualified. Any individual may hold any number of offices. No officer, employee or agent of the Corporation need be a stockholder of the Corporation. Subject to the terms of any applicable employment agreement and or other agreement to which the Corporation is party (including the Investors Agreement), any officer appointed by the Board of Directors may be removed by the Board of Directors at any time in its discretion, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the officer removed. Except as provided in any applicable employment agreement or any other agreement to which the Corporation is party (including the Investors Agreement), no contractual rights are granted to any individual solely by reason of being appointed as an officer. Unless otherwise determined by the Board of Directors or as expressly provided for herein or in any agreement to which the Corporation is party (including the Investors Agreement), officers shall have such authority and perform such duties in the management of the Corporation that an individual holding the comparable office in a Delaware corporation customarily has.

Section  4.02 Election of Officers. The officers of the Corporation shall be elected by the Board of Directors and may include a Chief Executive Officer, Chairman of the Board and President, a Chief Financial Officer, Senior Vice Presidents, Vice Presidents, a Treasurer and a Secretary. The President and Chief Executive Officer shall also be a director that is the Chairman of the Board ex officio. The Board of Directors, in its discretion, may also elect one or more Assistant Treasurers, Assistant Secretaries and other officers. Any individual may be elected to, and may hold, more than one office of the Corporation.

Section  4.03 The Chief Executive Officer, the Chairman and President. The President, Chief Executive Officer and Chairman of the Board (which titles shall be vested in one individual) shall have general supervision over the business of the Corporation and other duties incident to the office of the President, Chief Executive Officer and Chairman of the Board, and any other duties as may be from time to time assigned to the President, Chief Executive Officer and Chairman of the Board by the Board of Directors and subject to the control of the Board of Directors in each case.

Section  4.04 Senior Vice Presidents and Vice Presidents. Each Senior Vice President and Vice President shall have such powers and perform such duties as may be assigned to him or her from time to time by the President, Chief Executive Officer and Chairman of the Board.

Section  4.05 The Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, Chief Executive Officer and Chairman of the Board. The secretary shall keep in safe custody the seal of the Corporation and shall see that it is affixed to all documents, the execution of which, on behalf of the Corporation, under its seal, is necessary or proper, and when so affixed may attest the same.

9

Section  4.06 The Chief Financial Officer and the Treasurer. The Corporation may have a Chief Financial Officer and a Treasurer, and such offices may be held by different persons. The Chief Financial Officer and the Treasurer shall have such powers and perform such duties as may be assigned to him or her by the President, Chief Executive Officer and Chairman of the Board.

Section  4.07 Duties of Certain Officers May be Delegated. In the case of the absence of any officer, or for any other reason that the Board of Directors may deem sufficient, the President, Chief Executive Officer and Chairman of the Board or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.

ARTICLE V

Stock Certificates and their Transfer

Section  5.01 Certificates Representing Shares. Nothing in these By-Laws limits or will be interpreted to limit the power of the Board of Directors under the DGCL to provide that some or all of any or all classes or series of Preferred Stock or Common Stock shall be uncertificated. If shares of capital stock are represented by certificates, such certificates shall be in the form approved by the Board of Directors. The certificates representing shares of capital stock, if any, of each class shall be signed by, or in the name of, the Corporation by the President, Chief Executive Officer and Chairman of the Board, any Senior Vice President or Vice President, the Secretary or any Assistant Secretary, or the Treasurer or any Assistant Treasurer. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

Section  5.02 Transfers of Stock. Capital stock of the Corporation shall be transferable in the manner prescribed by, and subject to, applicable law, the Certificate of Incorporation, any Certificate of Designation, these By-Laws and the terms of the Investors Agreement. Transfers of capital stock shall be made on the books of the Corporation only by the person named as the holder thereof on the stock records of the Corporation, by such person’s attorney lawfully constituted in writing, and in the case of shares represented by a certificate upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of capital stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section  5.03 Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars, which may be the Corporation or any officer of the Corporation, as applicable.

Section  5.04 Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit

10

of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or the owner’s legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate or uncertificated shares.

ARTICLE VI

Exclusive Forum for Certain Disputes

Unless the Corporation consents in writing to the selection of an alternative forum, the courts of the State of Delaware sitting in New Castle County and the United States District Court sitting in Wilmington, Delaware, shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a duty owed by any director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware and (d) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VI.

ARTICLE VII

Insurance

The Corporation will at all times maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such. The Corporation will, for a period of six (6) years after any change in control of the Corporation, maintain such insurance policies providing coverage at least comparable to and in the same amounts as that provided by any such policies in effect immediately prior to such change in control.

ARTICLE VIII

General Provisions

Section  8.01 Fiscal Year. The fiscal year of the Corporation shall begin on January 1st and end on December 31st of each year.

Section  8.02 Manner of Notice. Except as otherwise provided herein or permitted by applicable law, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, and except as prohibited by applicable law, any notice to stockholders given by the

11

Corporation under any provision of applicable law, the certificate of incorporation, or these By-Laws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any stockholder who fails to object in writing to the Corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice permitted under this Section  8.2 , shall be deemed to have consented to receiving such single written notice. Notice to directors may be given by telecopy, telephone or other means of electronic transmission.

Section  8.03 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of notice, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in a waiver of notice.

Section  8.04 Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

Section  8.05 Dividends. Subject to applicable law, the Certificate of Incorporation, any Certificate of Designation and the Investors Agreement, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in cash, in property or in shares of capital stock of the Corporation, unless otherwise provided by applicable law, the Certificate of Incorporation, any Certificate of Designation or the Investors Agreement.

ARTICLE IX

Amendments

These By-Laws may be amended, altered, changed, adopted and repealed or new By-Laws adopted by the Board of Directors, provided that such action by the Board of Directors complies with the voting standards or such other terms which would apply to such amendment, alteration, change, adoption or repeal as set forth in or required by applicable law, the Certificate of Incorporation, any Certificate of Designation and any written agreement among all of the stockholders or between or among the Corporation and one or more stockholders, including, without limitation, the Investors Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

13

Exhibit 3.5

TABLE OF CONTENTS

i

ii

ARTICLE I

STOCKHOLDERS

1.1     Place of Meetings . All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors (the “ Board ”) of Sunnova Energy International Inc. (the “ Corporation ”), the Chairperson of the Board or the Chief Executive Officer or, if not so designated, at the principal office of the Corporation. The Board may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “ DGCL ”).

1.2     Annual Meeting . The annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly be brought before the meeting in accordance with these Bylaws shall be held on a date and at a time designated by the Board, the Chairperson of the Board or the Chief Executive Officer. The Board or the chairperson of the meeting may postpone, recess, reschedule or cancel any previously scheduled annual meeting of stockholders at any time, before or after the notice for such meeting has been sent to the stockholders.

1.3     Special Meetings . Special meetings of stockholders for any purpose or purposes may be called only in the manner provided in the Certificate of Incorporation. The Board or the chairperson of the meeting may postpone, recess, reschedule or cancel any previously scheduled special meeting of stockholders at any time, before or after the notice for such meeting has been sent to the stockholders. Business to be conducted at a special meeting of stockholders shall be limited to the purposes stated in the notice of meeting. Nothing contained in this Section 1.3 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the Board may be held.

1.4     Notice of Meetings . Except as otherwise provided by law, notice of each meeting of stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice to stockholders given by the Corporation shall be effective if given by electronic transmission in accordance with applicable law. The notices of all meetings shall state the place, if any, date and

time of the meeting, the means of remote communications, 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). The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the DGCL.

1.5     Voting List . The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting ( provided , however , if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the 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 for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then such list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, such list shall presumptively determine the identity of the stockholders entitled to examine the list of stockholders required by this Section 1.5 and vote at the meeting and the number of shares held by each of them. To the fullest extent permitted by applicable law, the failure to comply with any requirements of this Section 1.5 shall not affect the validity of any action taken at such meeting.

1.6     Quorum . Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, at each meeting of stockholders the presence of the holders of a majority in voting power of the shares of the capital stock of the Corporation issued and outstanding and entitled to

2

vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided , however , that where a separate vote by a class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of a majority in voting power of the shares of such class or classes or series of the capital stock of the Corporation issued and outstanding and entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

1.7     Adjournments . Any meeting of stockholders, annual or special, may be adjourned from time to time to any other time and to the same or some other place at which a meeting of stockholders may be held under these Bylaws by the Board, the chairperson of the meeting or, if directed to be voted on by the chairperson of the meeting, by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, although less than a quorum. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place of the adjourned meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. 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. 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. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

1.8     Proxies . Each stockholder of record entitled to vote at a meeting of stockholders may authorize another person or persons to vote for such stockholder by proxy. Any copy, facsimile transmission or other reliable reproduction of the document authorizing a person to vote by proxy may be substituted or used in lieu of the original document for any and all purposes for which the original document could be used; provided that such copy, facsimile transmission or other reproduction shall be a complete reproduction of the entire document. Any electronic transmission authorizing a person to vote by proxy must set forth or be submitted with information from which it can be determined that the transmission was authorized by the stockholder. No such proxy shall be voted upon after three (3) years from its date, unless the proxy provides for a longer period.

3

1.9     Action at Meeting . When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the stockholders at such meeting shall be decided by a majority of the votes cast by the holders of all of the shares of stock present in person or represented by proxy at the meeting and voting affirmatively or negatively on such matter (or if one or more class, classes or series of stock are entitled to vote as a separate class or series, then a majority of the votes cast by the holders of the shares of stock of such class, classes or series entitled to vote as a separate class or series present in person or represented by proxy at the meeting and voting affirmatively or negatively on such matter), except when a different vote is required by express provision of applicable law, regulation applicable to the Corporation or its securities, the rules or regulations of any stock exchange applicable to the Corporation, the Certificate of Incorporation or these Bylaws, in which case such express provision shall govern. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect directors.

1.10    Advance Notice Procedures.

(i)    Except for any directors entitled to be elected by the holders of Preferred Stock, only persons who are nominated in accordance with the procedures in this Section 1.10 shall be eligible for election or re-election as directors. Nomination for election to the Board at an annual meeting of stockholders may be made only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board or any duly authorized committee thereof or (C) by a stockholder of the Corporation who (1) timely complies in proper form in writing with the notice procedures in Section 1.10(a), (2) is a stockholder of record on the date of the giving of notice to the Secretary of the Corporation required by this Section 1.10(a), on the record date for the determination of stockholders entitled to notice of the annual meeting and on the record date for the determination of stockholders entitled to vote at such meeting and (3) is entitled to vote at such meeting upon such election of directors. For any nominations to be properly brought before an annual meeting by a stockholder

4

pursuant to clause (C) of this Section 1.10(a)(i), the stockholder must have given timely notice thereof in proper form, and must timely provide any updates and supplements to such notice thereof, in writing to the Secretary of the Corporation at such times and in such forms provided by this Section 1.10(a).

(ii)    To be timely, a stockholder’s notice required by Section 1.10(a)(i)(C) must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90 ^th ) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting; provided , however , that in the event that the date of the annual meeting is scheduled for a date that is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of the ninetieth (90 ^th ) day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10 ^th ) day following the day on which public announcement of the date of such meeting is first made by the Corporation. For purposes of these Bylaws, for the first annual meeting following the initial public offering of the Common Stock of the Corporation, the date of the first anniversary of the preceding year’s annual meeting shall be deemed to be July 31, 2019. In no event shall any adjournment, recess, cancellation, rescheduling or postponement of an annual meeting or the public announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(iii)    To be in proper form for purposes of this Section 1.10(a), a stockholder’s notice to the Secretary must set forth: (A) as to each person whom the stockholder proposes to nominate for election as a director (1) the name, age, business and residence address of the nominee, (2) the principal occupation or employment of the nominee (presently and for the past five (5) years), (3) all other information relating to such nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules and regulations promulgated thereunder, (4) a reasonably detailed description of all direct and indirect compensatory, payment or other financial agreements, arrangements and understandings during the past three years that such nominee

5

has with any other person or entity other than the Corporation including the amount of any payment or payments received or receivable thereunder, in each case in connection with candidacy or service as a director of the Corporation, and any other material relationships, between or among such stockholder and Stockholder Associated Person, if any, and their respective affiliates and associates, or other person or entity acting in concert therewith, on the one hand, and such proposed nominee and his or her respective affiliates and associates, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person or entity acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, (5) such nominee’s written consent to being named in the Corporation’s proxy statement as a nominee of such stockholder and to serving as a director if elected, which shall state his or her intention to serve a full term as a director if elected, (6) all information with respect to such nominee that would be required to be set forth in a stockholder’s notice pursuant to this Section 1.10 if such nominee were the stockholder giving notice hereunder (the information required by this Section 1.10(a)(iii) is referred to herein as the “ Nominee Information ”); and (B) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (1) the name and address of such stockholder, as they appear on the Corporation’s books, and of such stockholder’s Stockholder Associated Person, (2) the class or series and number of shares of each such class or series of capital stock of the Corporation which are, directly or indirectly, owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act) or of record by such stockholder and such Stockholder Associated Person (provided, that such stockholder and the Stockholder Associated Person, if any, on whose behalf the nomination is made shall in all events be deemed to beneficially own any shares of any class or series and number of shares of capital stock of the Corporation as to which such stockholder or Stockholder Associated Person, if any, has a right to acquire beneficial ownership at any time in the future), (3) a complete and accurate description of all Derivative Transactions (as defined below), whether or not subject to settlement in underlying shares of capital stock of the Corporation or otherwise, by such stockholder or by any Stockholder Associated Person during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions, (4) a complete and accurate description of any agreement, arrangement or understanding with respect to the nomination (and any related business proposal) between or among such stockholder and/or such stockholder’s

6

Stockholder Associated Person, any of their respective affiliates or associates, and any other person or entity (including their names) acting in concert with any of the foregoing, including the name and address of any other person(s) or entity or entities known to the stockholder or any Stockholder Associated Person to support such nomination, (5) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting upon such nomination and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (6) a representation as to whether the stockholder and/or any Stockholder Associated Person intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock reasonably believed by the stockholder or Stockholder Associated Person to be sufficient to elect such nominee (and such representation shall be included in any such proxy statement and form of proxy) and/or (y) otherwise to solicit proxies or votes from stockholders in support of such nomination (and such representation shall be included in any such solicitation materials) (such information provided and statements made as required by clauses (x) and (y) above, a “ Nominee Solicitation Statement ”), and (7) any other information relating to such stockholder and Stockholder Associated Person, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. 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 an independent director of the Corporation or that could reasonably be expected to be material to a stockholders’ understanding of whether such nominee would be independent under applicable Securities and Exchange Commission and stock exchange rules and the Corporation’s publicly disclosed corporate governance guidelines, as applicable.

In addition, to be in proper written form, a stockholder’s notice to the Secretary must be supplemented by such stockholder not later than ten (10) days after the record date for determining the stockholders entitled to notice of the meeting to disclose the information specified in clause (1) through (4) of Section 1.10(a)(iii)(A) as of such record date. Additionally, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or in any other notice to the Corporation or if the Nominee Solicitation Statement applicable to such nominee or any other relevant notice contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

7

Notwithstanding anything in the first sentence of Section 1.10(a)(ii) to the contrary, in the event that the number of directors to be elected to the Board at the annual meeting is increased effective after the time period for which nominations would otherwise be due under Section 1.10(a)(ii) and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 1.10(a) shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be received by the Secretary at the principal executive offices 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.

(i)    At any annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business other than the election of directors must be (A) specified in the notice of meeting (or any supplement thereto), (B) otherwise brought by or at the direction of the Board or any duly authorized committee thereof or (C) properly brought before the meeting by a stockholder in accordance with this Section 1.10(b).

(ii)    For business other than the election of directors to be properly brought before an annual meeting by a stockholder pursuant to Section 1.10(b)(i)(C), the business must constitute a proper matter under Delaware law for stockholder action and the stockholder must (A) have given timely notice thereof in proper form in writing to the Secretary of the Corporation (and must timely provide any updates or supplements to such notice at such times and in such forms provided by this Section 1.10(b)), (B) be a stockholder of record on the date of the giving of such notice, on the record date for the determination of stockholders entitled to notice of the annual meeting and on the record date for the determination of stockholders entitled to vote at such annual meeting and (C) be entitled to vote at such annual meeting and on such proposal.

(iii)    To be timely, a stockholder’s notice required by Section 1.10(b)(ii) must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90 ^th ) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual

8

meeting; provided , however , that in the event that the date of the annual meeting is scheduled for a date that is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of the ninetieth (90 ^th ) day prior to the date of such annual meeting or, if the first public announcement by the Corporation of the date of such annual meeting is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10 ^th ) day following the day on which the Corporation first makes a public announcement of the date of such meeting at which directors are to be elected. In no event shall any adjournment, recess, cancellation, rescheduling or postponement of an annual meeting or the public announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(iv)    To be in proper form for purposes of this Section 1.10(b), such stockholder’s notice to the Secretary must set forth: (A) as to each matter of business the stockholder intends to bring before the annual meeting (1) a reasonably detailed description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any direct or indirect material interest in such business of such stockholder and any Stockholder Associated Person in such business, (2) 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 these Bylaws, the language of the proposed amendment), (3) a complete and accurate description of all agreements, arrangements and understandings between or among such stockholder and such stockholder’s Stockholder Associated Person, if any, and the name and address of any other person(s) or entity or entities in connection with the proposal of such business by such stockholder, and (4) such other information relating to any proposed item of business as the Corporation may reasonably require to determine whether such proposed item of business is a proper matter for stockholder action; and (B) as to the stockholder giving the notice and any Stockholder Associated Person (1) the information required to be provided pursuant to clause (1) through (4) of Section 1.10(a)(iii)(A) above (except that the references to “nominee” or “nomination” in such clauses shall instead refer to “business proposal” for purposes of this paragraph), (2) a representation whether the stockholder and/or any Stockholder Associated Person intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required under applicable law to approve or adopt the proposal (and such representation shall be included in any such proxy statement and form of

9

proxy) and/or (y) otherwise to solicit proxies or votes from stockholders in support of such proposal (and such representation shall be included in any such solicitation materials), (such information provided and statements made as required by clauses (x) and (y), a “ Business Solicitation Statement ”); (3) any other information relating to such stockholder and Stockholder Associated Person, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal pursuant to Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.

In addition, to be in proper written form, a stockholder’s notice to the Secretary must be supplemented by such stockholder not later than ten (10) days after the record date for determining the stockholders entitled to notice of the meeting to disclose the information specified in clause (1) of Section 1.10(b)(iv)(B) as of such record date. Also, stockholder seeking to bring business before the annual meeting (other than the election of directors) shall promptly provide any other information reasonably requested by the Corporation. Additionally, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

Notwithstanding anything in this Section 1.10(b) to the contrary, the foregoing notice requirements of this Section 1.10(b) shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(c)     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. 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 only (i) by or at the direction of the Board or any duly authorized committee thereof or (ii) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (A) is a stockholder of record at the time the notice provided for in this Section 1.10 is received by the Secretary of the Corporation, on the

10

record date for the determination of stockholders entitled to notice of the special meeting and on the record date for the determination of stockholders entitled to vote at such special meeting, (B) is entitled to vote at the meeting and upon such election and (C) complies with the notice procedures set forth in this Section 1.10(c) (including, without limitation, as to timely notice and as to proper form, which notice shall include the information, agreements, consents and representations set forth in Section 1.10(a) except that the references to “annual meeting” in Section 1.10(a) shall instead refer to such “special meeting”) and applicable law. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, 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)(iii) of this Section 1.10 with respect to each such nomination (including, without limitation, all Nominee Information) shall be received by the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120 ^th ) day prior to the date of such special meeting and not later than the close of business on the later of the ninetieth (90 ^th ) day prior to such special meeting or, if the first public announcement of the date of such special meeting at which directors are to be elected is less than one hundred (100) days prior to the date of such special meeting, the tenth (10 ^th ) day following the day on which public announcement is first made of the date of the special meeting by the Corporation. In no event shall any adjournment, recess, cancellation, rescheduling or postponement of a special meeting or the public announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(d)     General . (i) 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 procedures set forth in this Section 1.10 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.10. Except as otherwise provided by law, the chairperson of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group which solicited) or did not so solicit, as the case

11

may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (A)(2)(c)(vi) of this Section 1.10) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 1.10, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Except as otherwise required by law, nothing in this Section 1.10 shall obligate the Corporation or the Board to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board information with respect to any nominee for director submitted by a stockholder. Notwithstanding the foregoing provisions of this Section 1.10, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 1.10, to be considered a qualified representative of the stockholder, a person or entity must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person or entity must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(ii)    For purposes of these Bylaws:

“ affiliate ” has the meaning in Rule 12b-2 under the Exchange Act.

“ associate ” has the meaning in Rule 12b-2 under the Exchange Act.

“ beneficial ownership ,” including the correlative terms “ beneficially own ” and “ beneficial owner ,” has the meaning in Rule 13d-3 under the Exchange Act, except that a person shall in all events be deemed to beneficially own any shares of any class or series of capital stock of the Corporation as to which such person has a right to acquire (by conversion, exercise of otherwise) beneficial ownership currently or at any time in the future.

12

“ Derivative Transaction ” shall mean any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, the stockholder or beneficial owner or any of its affiliates or associates, whether record or beneficial:

which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such stockholder or beneficial owner in the securities of the Corporation held, directly or indirectly, by any general or limited partnership, limited liability company or similar entity of which such stockholder or beneficial owner is or, directly or indirectly, owns an interest in a general partner or managing member of such entity.

“ public announcement ” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or other 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 and the rules and regulations promulgated thereunder.

“ Stockholder Associated Person ” shall mean, for any stockholder, (x) any person or entity controlling, directly or indirectly, or acting in concert with, such stockholder, (y) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (z) any person or entity controlling, controlled by or under common control with any person or entity referred to in the preceding clauses (x) or (y).

(iii)    Notwithstanding the foregoing provisions of this Section 1.10, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules

13

and regulations promulgated thereunder with respect to the matters set forth herein; provided , however , that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 1.10 (including paragraphs (a)(i)(C), (b)(i)(C) and (c) hereof), and compliance with paragraphs (a)(i)(B), (b)(i)(C) and (c) of this Section 1.10 shall be the exclusive means for a stockholder to make nominations or submit other business (other than business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in these Bylaws shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals or nominations in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

(e)    Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in the Chairperson’s absence by the Chief Executive Officer, or in the Chief Executive Officer’s absence, by the President, or in the absence of all of the foregoing persons by a chairperson designated by the Board. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

(f)    The Board may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. 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 and/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 appropriate 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, 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

14

stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (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. Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

(g)    The chairperson of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.

(h)    The Corporation may, and if required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors of election 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 law, inspectors may be officers, employees, agents or representatives of the Corporation. Each inspector, before entering upon the discharge of such inspector’s duties, 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, when the vote is completed, shall certify their determination of the result of the vote taken and of such other facts as may be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed inspectors.

ARTICLE II

DIRECTORS

2.1     General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board, who may exercise all of the powers of the Corporation except as otherwise provided by law or the Certificate of Incorporation.

2.2     Number, Election, Term and Qualification . The total number of directors constituting the Board shall be as fixed in, or in the manner provided by, the Certificate of Incorporation. Election of directors need not be by written ballot. The term of office of each director shall be as specified in the Certificate of Incorporation. Directors need not be stockholders of the Corporation.

15

2.3     Chairperson of the Board . The Board may appoint from its members a Chairperson of the Board, and such person need not be an employee or officer of the Corporation. If the Board appoints a Chairperson of the Board, such Chairperson shall perform such duties and possess such powers as are assigned by the Board and, if the Chairperson of the Board is also designated as the Corporation’s Chief Executive Officer, shall have the powers and duties of the Chief Executive Officer prescribed in Section 3.7 of these Bylaws. Unless otherwise provided by the Board, the Chairperson of the Board shall preside at all meetings of the Board.

2.4     Lead Independent Director . The Board may appoint from its members that are Independent Directors a lead independent director of the Board (as defined below) (such director, the “ Lead Independent Director ”). He or she shall preside at all meetings at which the Chairperson of the Board is not present and shall exercise such other powers and duties as may from time to time be assigned to him or her by the Board or as prescribed by these Bylaws. For purposes of these Bylaws, “ Independent Director ” has the meaning ascribed to such term under the rules of the exchange upon which the Corporation’s common stock is primarily traded.

2.5     Quorum . The greater of (a) a majority of the directors at any time in office and (b) one-third of the Whole Board shall constitute a quorum of the Board. For purposes of these Bylaws, the term “ Whole Board ” shall mean the total number of authorized directors whether or not there exist any vacancies or unfilled seats in previously authorized directorships (provided for the avoidance of doubt that voting power shall be attributed to any such vacancies or unfilled seats). If at any meeting of the Board there shall be less than a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

2.6     Action at Meeting . Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number is required by law, the Certificate of Incorporation or these Bylaws.

2.7     Removal . Subject to the rights of holders of any series of Preferred Stock, directors of the Corporation may be removed only as expressly provided in the Certificate of Incorporation or by applicable law.

16

2.8     Newly Created Directorships; Vacancies . Any vacancy or newly created directorship on the Board, however occurring, shall be filled only in accordance with the Certificate of Incorporation.

2.9     Resignation . Any director may resign by delivering a resignation in writing or by electronic transmission to the Corporation. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event.

2.10     Regular Meetings . Regular meetings of the Board may be held without notice at such time and place as shall be determined from time to time by the Board; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board may be held without notice immediately after and at the same place as the annual meeting of stockholders.

2.11     Special Meetings . Special meetings of the Board may be called by the Chairperson of the Board, the Chief Executive Officer, the affirmative vote of a majority of the directors then in office, or by one director in the event that there is only a single director in office.

2.12     Notice of Special Meetings . Notice of the date, place and time of any special meeting of the Board shall be given to each director (a) in person, by telephone or by electronic transmission at least twenty-four (24) hours in advance of the meeting, (b) by delivering written notice by hand to such director’s last known business or home at least twenty-four (24) hours in advance of the meeting, or (c) by sending written notice by first-class mail to such director’s last known business or home address at least seventy-two (72) hours in advance of the meeting. Such notice may be given by the Secretary or by the Chairperson of the Board, the Chief Executive Officer or one of the directors calling the meeting. A notice or waiver of notice of a meeting of the Board need not specify the purposes of the meeting.

2.13     Meetings by Conference Communications Equipment . Directors may participate in meetings of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

2.14     Action by 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 members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission.

17

2.15     Committees . The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation with such lawfully delegable powers and duties as the Board thereby confers, to serve at the pleasure of the Board. 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 the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board and subject to the provisions of law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board may from time to time request. Except as the Board may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

2.16     Compensation of Directors . Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board may from time to time determine. No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary entities in any other capacity and receiving compensation for such service.

ARTICLE III

OFFICERS

3.1     Titles . The officers of the Corporation may consist of a Chief Executive Officer, a President, a Chief Financial Officer, a Treasurer and a Secretary and such other officers with such

18

other titles as the Board shall from time to time determine. The Board may appoint such other officers, including one or more Vice Presidents and one or more Assistant Treasurers or Assistant Secretaries, as it may deem appropriate from time to time.

3.2     Election . The officers of the Corporation shall be elected by the Board.

3.3     Qualification . No officer need be a stockholder. Any two or more offices may be held by the same person.

3.4     Tenure . Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, each officer shall hold office until such officer’s successor is duly elected and qualified, unless a different term is specified in the resolution electing or appointing such officer, or until such officer’s earlier death, resignation, disqualification or removal.

3.5     Resignation and Removal . Any officer may resign by delivering a resignation in writing or by electronic transmission to the Corporation. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event. Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Whole Board. Except as the Board may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following such officer’s resignation or removal, or any right to damages on account of such removal, whether such officer’s compensation be by the month or by the year or otherwise, unless such compensation is expressly provided for in a duly authorized written agreement with the Corporation

3.6     Vacancies . The Board may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled, for such period as it may determine, any offices. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is duly elected and qualified, or until such officer’s earlier death, resignation, disqualification or removal.

3.7     President; Chief Executive Officer . Unless the Board has designated another person as the Corporation’s Chief Executive Officer, the President shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall have general charge and supervision of the business of the Corporation subject to the direction of the Board, and shall perform all duties and have all powers that are commonly incident to the office of chief executive or that are

19

delegated to such officer by the Board. The President shall perform such other duties and shall have such other powers as the Board or the Chief Executive Officer (if the President is not the Chief Executive Officer) may from time to time prescribe. In the event of the absence, inability or refusal to act of the Chief Executive Officer or the President (if the President is not the Chief Executive Officer), the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board) shall perform the duties of the Chief Executive Officer and when so performing such duties shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.

3.8     Chief Financial Officer . Unless the Board has designated another person as the Corporation’s Chief Financial Officer, the Treasurer shall be the Chief Financial Officer of the Corporation. The Chief Financial Officer shall perform such duties and possess such powers as the Board or the Chief Executive Officer may from time to time prescribe.

3.9     Vice Presidents . Each Vice President shall perform such duties and possess such powers as the Board or the Chief Executive Officer may from time to time prescribe. The Board may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board.

3.10     Secretary and Assistant Secretaries . The Secretary shall perform such duties and shall have such powers as the Board or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board, to attend all meetings of stockholders and the Board and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.

Any Assistant Secretary shall perform such duties and possess such powers as the Board, the Chief Executive Officer or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board) shall perform the duties and exercise the powers of the Secretary.

The chairperson of any meeting of the Board or of stockholders may designate a temporary secretary to keep a record of any meeting.

20

3.11     Treasurer and Assistant Treasurers . The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned by the Board or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the Corporation, to deposit funds of the Corporation in depositories selected in accordance with these Bylaws, to disburse such funds as ordered by the Board, to make proper accounts of such funds, and to render as required by the Board statements of all such transactions and of the financial condition of the Corporation.

The Assistant Treasurers shall perform such duties and possess such powers as the Board, the Chief Executive Officer or the Treasurer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Treasurer, the Assistant Treasurer (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board) shall perform the duties and exercise the powers of the Treasurer.

3.12     Salaries . Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board.

3.13     Delegation of Authority . The Board may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

ARTICLE IV

CAPITAL STOCK

4.1     Stock Certificates; Uncertificated Shares . The shares of the Corporation shall be uncertificated shares, provided that the resolution of the Board that the shares of capital stock of the Corporation shall be uncertificated shares shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation (or the transfer agent or registrar, as the case may be). Notwithstanding the foregoing, the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be certificated shares. Every holder of stock of the Corporation represented by certificates shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board, representing the number of shares held by such holder registered in certificate form. Each such certificate shall be signed by or in the name of the Corporation by any two authorized officers of the Corporation and each of the Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer are duly authorized to sign such certificates

21

by, or in the name of, the Corporation, unless otherwise expressly provided in the resolution of the Board electing such officer. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate 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 such person were an officer, transfer agent or registrar at the date of issue

Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these Bylaws, applicable securities laws or any agreement among any number of stockholders or among such holders and the Corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of each certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each certificate representing shares of such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Within a reasonable time after the issuance or transfer of uncertificated shares, the registered owner thereof shall be given a notice, in writing or by electronic transmission, containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the DGCL or, with respect to Section 151 of DGCL, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

4.2     Transfers . Shares of stock of the Corporation shall be transferable in the manner prescribed by law, the Certificate of Incorporation and in these Bylaws. Transfers of shares of

22

stock of the Corporation shall be made only on the books of the Corporation or by transfer agents designated to transfer shares of stock of the Corporation. Subject to applicable law, shares of stock represented by certificates shall be transferred only on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the Corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation 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 to such stock, 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.

4.3     Lost, Stolen or Destroyed Certificates . The Corporation may issue a new certificate or uncertificated shares in place of any previously issued certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the Board may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity and posting of such bond sufficient to indemnify the Corporation or any transfer agent or registrar against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

4.4     Record Date . In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) 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

23

any adjournment of the meeting; provided , however , that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

4.5     Regulations . The issue and registration of shares of stock of the Corporation shall be governed by such other regulations as the Board may establish.

ARTICLE V

GENERAL PROVISIONS

5.1     Fiscal Year . Except as from time to time otherwise designated by the Board, the fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December in each year.

5.2     Corporate Seal . The corporate seal shall be in such form as shall be approved by the Board.

5.3     Waiver of Notice . Whenever notice is required to be given by law, by the Certificate of Incorporation or by these Bylaws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time of the event for which notice is to be given, shall be deemed equivalent to notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in any such waiver. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

24

5.4     Voting of Securities . Except as the Board may otherwise designate, the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer may waive notice, vote, consent, or appoint any person or persons to waive notice, vote or consent, on behalf of the Corporation, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for the Corporation (with or without power of substitution and re-substitution), with respect to the securities of any other entity which may be held by this Corporation.

5.5     Evidence of Authority . A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

5.6     Certificate of Incorporation . All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and/or restated and in effect from time to time, including any certificate of designation relating to any outstanding series of Preferred Stock.

5.7     Severability . Any determination that any provision of these Bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these Bylaws.

5.8     Pronouns . All pronouns used in these Bylaws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

ARTICLE VI

AMENDMENTS

These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the Board or by the stockholders as expressly provided in the Certificate of Incorporation.

ARTICLE VII

INDEMNIFICATION AND ADVANCEMENT

7.1     Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation . Subject to Section 7.3, the Corporation shall indemnify, to the fullest

25

extent permitted by applicable law, any person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such Covered Person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), liability and loss, judgments, fines and penalties and amounts paid in settlement actually and reasonably incurred or suffered by such Covered Person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

7.2     Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation . Subject to Section 7.3, the Corporation shall indemnify, to the fullest extent permitted by applicable law, any Covered Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such Covered Person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such Covered Person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite

26

the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

7.3     Authorization of Indemnification . Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances because such Covered Person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a Covered Person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a Covered Person has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such Covered Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

7.4     Right of Claimant to Bring Suit . Notwithstanding any contrary determination in the specific case under Section 7.3, and notwithstanding the absence of any determination thereunder, if (i) following the final disposition of the applicable proceeding, a claim for indemnification under Sections 7.1 or 7.2 of this Article VII is not paid in full by the Corporation within ninety (90) days after a written claim for indemnification has been received by the Corporation, or (ii) a claim for advancement of expenses under Section 7.5 of this Article VII is not paid in full by the Corporation within thirty (30) days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person may at any time thereafter (but not before) bring suit against the Corporation in the Court of Chancery in the State of Delaware to recover the unpaid amount of the claim, together with interest thereon, or to obtain advancement of expenses, as applicable. It shall be a defense to any such action brought to enforce a right to indemnification (but not in an action brought to enforce a right to an advancement of expenses) that the Covered Person has not met the standards of conduct which

27

make it permissible under the DGCL (or other applicable law) for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither a contrary determination in the specific case under Section 7.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the claimant has not met any applicable standard of conduct. If successful, in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim, including reasonable attorneys’ fees incurred in connection therewith, to the fullest extent permitted by applicable law.

7.5     Expenses Payable in Advance . Expenses, including without limitation attorneys’ fees, incurred by a Covered Person in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Corporation as authorized in this Article VII or otherwise.

7.6     Nonexclusivity of Indemnification and Advancement of Expenses . The rights to indemnification and advancement of expenses provided by or granted pursuant to this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that, subject to Section 7.10, indemnification of Covered Persons shall be made to the fullest extent permitted by law. The provisions of this Article VII shall not be deemed to preclude the indemnification of any person who is not specified in Section 7.1 or 7.2 but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL or otherwise.

7.7     Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power or the obligation to indemnify such person against such expense, liability or loss under the provisions of this Article VII.

28

7.8     Certain Definitions . For purposes of this Article VII, references to “ the Corporation ” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who is or was a director or officer of such constituent corporation, or, while a director or officer of such constituent Corporation, is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VII, references to “ fines ” shall include any excise taxes assessed on a person with respect of any employee benefit plan; and references to “ serving at the request of the Corporation ” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VII.

7.9     Survival of Indemnification and Advancement of Expenses . The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall continue as to a Covered Person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a Covered Person.

7.10     Limitation on Indemnification . Notwithstanding anything contained in this Article VII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.4), the Corporation shall not be obligated to indemnify any Covered Person in connection with an action, suit proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized by the Board.

7.11     Contract Rights . The obligations of the Corporation under this Article VII to indemnify, and advance expenses to, a Covered Person who is or was a director or officer of the Corporation shall be considered a contract between the Corporation and such Covered Person,

29

and no modification or repeal of any provision of this Article VII shall affect, to the detriment of such Covered Person, such obligations of the Corporation in connection with a claim based on any act or failure to act occurring before such modification or repeal.

30