Exhibit 3.4
BYLAWS
OF
SHARPLINK
GAMING, INC.
ARTICLE
I
OFFICES
Section
1. Registered Office. The registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801.
Section
2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed
by the corporation’s Board of Directors (the “Board of Directors”), and may also have offices at such
other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business
of the corporation may require.
ARTICLE
II
CORPORATE
SEAL
Section
3. Corporate Seal. The Board of Directors may adopt a corporate seal. The corporate seal shall consist of a die bearing the name
of the corporation and the inscription, “Corporate Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.
ARTICLE
III
STOCKHOLDERS’
MEETINGS
Section
4. Place of Meetings. Meetings of the stockholders of the Corporation may be held at such place, either within or without the State
of Delaware, as may be determined from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine
that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the
Delaware General Corporation Law (the “DGCL”).
Section
5. Annual Meetings.
(a)
The annual meeting of the stockholders of the Corporation, for the purpose of election of directors and for such other business as
may properly come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.
Except for nominations that are included in the Corporation’s annual meeting proxy statement to be properly brought before an annual
meeting, nominations or such other business must be: (i) pursuant to the corporation’s notice of meeting of stockholders (with
respect to business other than nominations); (ii) brought specifically by or at the direction of the Board of Directors; or (iii) by
any stockholder of the corporation who was a stockholder of record at the time of giving the stockholder’s notice provided for
in Section 5(b) of these Bylaws (the “Bylaws”), who is entitled to vote at the meeting and who complied with
the notice procedures set forth in this Section 5. For the avoidance of doubt, clause (iii) above shall be the exclusive means for a
stockholder to submit other business (other than matters properly included in the corporation’s notice of meeting of stockholders
and proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder
(the “1934 Act”)) before an annual meeting of stockholders.
(b)
At an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under
Delaware law and as shall have been properly brought before the meeting.
(i)
For nominations of any person or persons for the election to the Board of Directors to be properly brought before an annual meeting
by a stockholder pursuant to clause (iii) of Section 5(a) of these Bylaws, the stockholder must deliver written notice to the Secretary
at the principal executive offices of the corporation on a timely basis as set forth in Section 5(b)(iii) of these Bylaws and must update
and supplement such written notice on a timely basis as set forth in Section 5(c) of these Bylaws. Such stockholder’s notice shall
set forth: (A) as to each nominee such stockholder proposes to nominate at the meeting: (1) the name, age, business address and residence
address of such nominee; (2) the principal occupation or employment of such nominee; (3) the class and number of shares of each class
of capital stock of the corporation which are owned of record and beneficially by such nominee; (4) the date or dates on which such shares
were acquired and the investment intent of such acquisition; (5) with respect to each nominee for election or re-election to the Board
of Directors, include a completed and signed questionnaire, representation and agreement required by Section 5(e) of these Bylaws; and
(6) such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the
election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required
to be disclosed pursuant to Section 14 of the 1934 Act and the rules and regulations promulgated thereunder (including such person’s
written consent to being named as a nominee and to serving as a director if elected); and (B) the information required by Section 5(b)(iv)
of these Bylaws. The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine
the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable
stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.
(ii)
For the proposals sought to be included in the corporation’s proxy materials pursuant to Rule 14a-8 under the 1934 Act, for
business other than nominations for the election to the Board of Directors to be properly brought before an annual meeting by a stockholder
pursuant to clause (iii) of Section 5(a) of these Bylaws, the stockholder must deliver written notice to the Secretary at the principal
executive offices of the corporation on a timely basis as set forth in Section 5(b)(iii) of these Bylaws, and must update and supplement
such written notice on a timely basis as set forth in Section 5(c) of these Bylaws. Such stockholder’s notice shall set forth:
(A) as to each matter such stockholder proposes to bring before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting, and any material interest (including any anticipated benefit
of such business to any Proponent (as defined below) other than solely as a result of its ownership of the corporation’s capital
stock, that is material to any Proponent individually, or to the Proponents in the aggregate) in such business of any Proponent; and
(B) the information required by Section 5(b)(iv) of these Bylaws.
(iii)
To be timely, the written notice required by Section 5(b)(i) of these Bylaws must be received by the Secretary at the principal executive
offices of the corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day
prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, subject to the last sentence
of this Section 5(b)(iii), in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more
than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received
not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the
later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such
meeting is first made. To be timely, the written notice required by Section 5(b)(ii) of these Bylaws must be received by the Secretary
at the principal executive offices of the corporation at least 120 days before the anniversary of the date that the previous year’s
proxy statement was first mailed to stockholders. If the annual meeting date has been changed by more than 30 days from the date of the
prior year’s meeting, the proposal must be submitted within a reasonable time before the Corporation begins to print and mail its
proxy materials. In no event shall an adjournment or a postponement of an annual meeting for which notice has been given, or the public
announcement thereof has been made, commence a new time period for the giving of a stockholder’s notice as described above.
(iv)
The written notice required by Section 5(b)(i) or 5(b)(ii) of these Bylaws shall also set forth, as of the date of the notice and
as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (each, a
“Proponent” and collectively, the “Proponents”): (A) the name and address of each
Proponent, as they appear on the corporation’s books; (B) the class, series and number of shares of the corporation that are owned
beneficially and of record by each Proponent; (C) a description of any agreement, arrangement or understanding (whether oral or in writing)
with respect to such nomination or proposal between or among any Proponent and any of its affiliates or associates, and any others (including
their names) acting in concert, or otherwise under the agreement, arrangement or understanding, with any of the foregoing; (D) a representation
that the Proponents are holders of record or beneficial owners, as the case may be, of shares of the corporation entitled to vote at
the meeting and intend to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice (with
respect to a notice under Section 5(b)(i) of these Bylaws) or to propose the business that is specified in the notice (with respect to
a notice under Section 5(b)(ii) of these Bylaws); (E) a representation as to whether the Proponents intend to deliver a proxy statement
and form of proxy to holders of a sufficient number of holders of the corporation’s voting shares to elect such nominee or nominees
(with respect to a notice under Section 5(b)(i) of these Bylaws) or to carry such proposal (with respect to a notice under Section 5(b)(ii)
of these Bylaws); (F) to the extent known by any Proponent, the name and address of any other stockholder supporting the proposal on
the date of such stockholder’s notice; and (G) a description of all Derivative Transactions (as defined below) by each Proponent
during the previous 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. For purposes of Sections 5 and 6 of these Bylaws, a “Derivative
Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit
of, any Proponent or any of its affiliates or associates, whether record or beneficial: (w) the value of which is derived in whole or
in part from the value of any class or series of shares or other securities of the corporation; (x) which otherwise provides any direct
or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the corporation; (y) the effect
or intent of which is to mitigate loss, manage risk or benefit of security value or price changes; or (z) which provides the right to
vote or increase or decrease the voting power of, such Proponent, or any of its affiliates or associates, with respect to any securities
of the corporation, 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 Proponent in the securities of the corporation held
by any general or limited partnership, or any limited liability company, of which such Proponent is, directly or indirectly, a general
partner or managing member.
(c)
A stockholder providing written notice required by Section 5(b)(i) or (ii) of these Bylaws shall update and supplement such notice
in writing, if necessary, so that the information provided or required to be provided in such notice is true and correct in all material
respects as of (i) the record date for the meeting and (ii) the date that is five business days prior to the meeting and, in the event
of any adjournment or postponement thereof, five business days prior to such adjourned or postponed meeting. In the case of an update
and supplement pursuant to clause (i) of this Section 5(c), such update and supplement shall be received by the Secretary at the principal
executive offices of the corporation not later than five business days after the record date for the meeting. In the case of an update
and supplement pursuant to clause (ii) of this Section 5(c), such update and supplement shall be received by the Secretary at the principal
executive offices of the corporation not later than two business days prior to the date for the meeting, and, in the event of any adjournment
or postponement thereof, two business days prior to such adjourned or postponed meeting.
(d)
For nominations of any person or persons for the election to the Board of Directors to be properly brought before an annual meeting
by a stockholder pursuant to clause (iii) of Section 5(a) of these Bylaws, the stockholder shall provide (i) the name and address of
such stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on which behalf the nomination
is being made, (ii) the class and number of shares of the Corporation which are owned by such stockholder (beneficially and of record)
and owned by the beneficial owner, if any, on whose behalf the nomination is being made, as of the date of such stockholder’s notice,
and a representation that such stockholder will notify the Corporation in writing of the class and number of such shares owned of record
and beneficially as of the record date for the meeting within five business days after the record date for such meeting, (iii) a description
of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, hedging transactions,
and borrowed or loaned shares) that has been entered into as of the date of such stockholder’s notice by, or on behalf of, such
stockholder or the beneficial owner, if any, on whose behalf the nomination is being made and any of their affiliates or associates,
the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the
voting power of such person or any of their affiliates or associates with respect to shares of stock of the Corporation, and a representation
that such stockholder will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the
record date for the meeting within five business days after the record date for such meeting, (iv) a representation that such stockholder
is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice, (v) a representation whether such stockholder or the beneficial owner,
if any, will or is part of a group which will (1) to solicit proxies or votes in support of such director nominees or nomination in accordance
with Rule 14a-19 promulgated under the Exchange Act, and (2) to file and deliver a proxy statement and/or form of proxy to solicit holders
of at least 67% of the voting power of the shares entitled to elect director; (vi) the names and addresses of other stockholders (including
beneficial and record owners) known by such stockholder to support the nomination, and to the extent known, the class and number of all
shares of the Corporation’s capital stock owned beneficially or of record by such other stockholders, and (vi) any other information
relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to
be made in connection with solicitations of proxies for, as applicable, for the election of directors in an election contest pursuant
to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.
(e)
To be eligible to be a nominee for election or re-election as a director of the corporation pursuant to a nomination under clause
(iii) of Section 5(a) of these Bylaws, such proposed nominee or a person on such proposed nominee’s behalf must deliver (in accordance
with the time periods prescribed for delivery of notice under Section 5(b)(iii) or 5(d) of these Bylaws, as applicable) to the Secretary
at the principal executive offices of the corporation a written questionnaire with respect to the background and qualification of such
proposed nominee and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall
be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary
upon written request) that such person (i) is not and will not become a party to (A) any agreement, arrangement or understanding with,
and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation,
will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the corporation
in the questionnaire or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected
as a director of the corporation, with such person’s fiduciary duties under applicable law; (ii) is not and will not become a party
to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect
compensation, reimbursement or indemnification in connection with service or action as a director of the corporation that has not been
disclosed therein; and (iii) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination
is being made, would be in compliance, if elected as a director of the corporation, and will comply with, all applicable publicly disclosed
corporate governance, code of ethics, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of
the corporation. The written questionnaire must also include an acknowledgement by such nominee that such person consents to being named
in the proxy statement as a nominee and to serving as a director, if elected, and intends to serve as a director for the full term for
which such person is standing for election.
(f)
A person shall not be eligible for election or re-election as a director unless the person is nominated either in accordance with
clause (ii) of Section 5(a) of these Bylaws, or in accordance with clause (iii) of Section 5(a) of these Bylaws. Except as otherwise
required by law, the chairman of the meeting shall have the power and duty 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 these Bylaws
and, if any proposed nomination or business is not in compliance with these Bylaws, or the Proponent does not act in accordance with
the representations in Sections 5(b)(iv)(D) and 5(b)(iv)(E) of these Bylaws, to declare that such proposal or nomination shall not be
presented for stockholder action at the meeting and shall be disregarded, notwithstanding that proxies in respect of such nominations
or such business may have been solicited or received.
(g)
Notwithstanding the foregoing provisions of this Section 5, in order to include information with respect to a stockholder proposal
in the proxy statement and form of proxy for a stockholders’ meeting, a stockholder must also comply with all applicable requirements
of the 1934 Act and the rules and regulations thereunder. Nothing in these Bylaws shall be deemed to affect any rights of stockholders
to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the 1934 Act; provided,
however, that any references in these Bylaws to the 1934 Act or the rules and regulations thereunder are not intended to and shall
not limit the requirements applicable to proposals and/or nominations to be considered pursuant to Section 5(a)(iii) of these Bylaws.
(h)
For purposes of Sections 5 and 6 of these Bylaws,
(i)
“public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act; and
(ii)
“affiliates” and “associates” shall have the meanings set forth in Rule 405 under
the Securities Act of 1933, as amended (the “1933 Act”).
Section
6. Special Meetings.
(a)
Special meetings of the stockholders of the corporation may be called, for any purpose as is a proper matter for stockholder action
under Delaware law, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies
in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption).
(b)
The Board of Directors shall determine the time and place, if any, of such special meeting. Upon determination of the time and place,
if any, of the meeting, the Secretary shall cause a notice of meeting to be given to the stockholders entitled to vote, in accordance
with the provisions of Section 7 of these Bylaws. No business may be transacted at such special meeting otherwise than specified in the
notice of meeting.
(c)
Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors
are to be elected (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the corporation who is a stockholder
of record at the time of giving notice provided for in this paragraph, who shall be entitled to vote at the meeting and who delivers
written notice to the Secretary of the corporation setting forth the information required by Section 5(b)(i) of these Bylaws. In the
event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors,
any such stockholder of record 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 written notice setting forth the information required by Section 5(b)(i) of these Bylaws
shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the
later of the 90th day prior to such meeting or the 10th day following the day on which public announcement is first made of the date
of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The stockholder shall also
update and supplement such information as required under Section 5(c) of these Bylaws. In no event shall an adjournment or a postponement
of a special meeting for which notice has been given, or the public announcement thereof has been made, commence a new time period for
the giving of a stockholder’s notice as described above.
(d)
Notwithstanding the foregoing provisions of this Section 6, a stockholder must also comply with all applicable requirements of the
1934 Act and the rules and regulations thereunder with respect to matters set forth in this Section 6. Nothing in these Bylaws shall
be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant
to Rule 14a-8 under the 1934 Act; provided, however, that any references in these Bylaws to the 1934 Act or the rules and regulations
thereunder are not intended to and shall not limit the requirements applicable to nominations for the election to the Board of Directors
to be considered pursuant to Section 6(c) of these Bylaws.
Section
7. Notice of Meetings. Except as otherwise provided by law, notice, given in writing or by electronic transmission, of each meeting
of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to
vote at such meeting, such notice to specify the place, if any, date and hour, in the case of special meetings, the purpose or purposes
of the meeting, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in
person and vote at any such meeting. If mailed, notice is 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. Without limiting the manner by
which notices of meetings otherwise may be given effectively to stockholders, if sent via electronic transmission, in accordance with
applicable law, notice is deemed given as of the sending time recorded at the time of transmission. Notice of the time, place, if any,
and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, or by electronic
transmission by such person, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in
person, by remote communication, if applicable, or by proxy, except when the stockholder 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.
Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice
thereof had been given.
Section
8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the corporation’s Amended and
Restated Certificate of Incorporation (“Certificate of Incorporation”), or by these Bylaws, the presence, in
person, by remote communication, if applicable, or by proxy duly authorized, of the holders of 33 1/3% of the outstanding shares of stock
entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may
be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented
thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at
which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders
to leave less than a quorum. Except as otherwise provided by statute or by applicable stock exchange rules, or by the Certificate of
Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of shares present
in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the subject
matter shall be the act of the stockholders. Directors shall be elected by a plurality of the votes of the shares present in person,
by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the election of directors.
Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate
of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person, by remote
communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect
to that vote on that matter. Except where otherwise provided by statute or by the Certificate of Incorporation or these Bylaws, the affirmative
vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person,
by remote communication, if applicable, or represented by proxy at the meeting shall be the act of such class or classes or series.
Section
9. Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time
to time either by the chairman of the meeting or by the vote of a majority of the shares present in person, by remote communication,
if applicable, or represented by proxy at the meeting. When a meeting is adjourned to another time or place, if any, notice need not
be given of the adjourned meeting if 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 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section
10. Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except
as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as
provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall
have the right to do so either in person, by remote communication, if applicable, or by an agent or agents authorized by a proxy granted
in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted after three years from its
date of creation unless the proxy provides for a longer period.
Section
11. Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two or
more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary
and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their
acts with respect to voting shall have the following effect: (a) if only one votes, his act binds all; (b) if more than one votes, the
act of the majority so voting binds all; or (c) if more than one votes, but the vote is evenly split on any particular matter, each faction
may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the DGCL,
Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split
for the purpose of clause (c) of this Section 11 shall be a majority or even-split in interest.
Section
12. List of Stockholders. The Secretary shall prepare and make, at least 10 days before every meeting of stockholders (provided,
however, if the record date for determining the stockholders entitled to vote is less than ten 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), a complete list of the stockholders
entitled to vote at said meeting, arranged in alphabetical order, 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 ten days ending on the day before the meeting date: (a) on a reasonably accessible electronic network, provided that
the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours,
at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an
electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the
corporation.
Section
13. [Reserved].
Section
14. Organization.
(a)
At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent,
the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled
to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his or her absence, an Assistant Secretary directed
to do so by the President, shall act as secretary of the meeting.
(b)
The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders
as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman
of the meeting 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 necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation,
establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety
of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized
and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed
for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening
and closing of the polls for balloting on matters which are to be voted on by ballot. The date and time of the opening and closing of
the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. Unless and to the extent
determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance
with rules of parliamentary procedure.
Section
15. Effect of Noncompliance with stockholder director nominations
(a)
Only such persons who are nominated in accordance with the procedures set forth in this Article III shall be eligible to be elected
at any meeting of stockholders of the Corporation to serve as directors and only such other business shall be conducted at a meeting
as shall be brought before the meeting in accordance with the procedures set forth in this Article III. If any proposed nomination was
not made or proposed in compliance with this Article III, or other business was not made or proposed in compliance with this Article
III, then except as otherwise required by law, the chair of the meeting shall have the power and duty to declare that such nomination
shall be disregarded or that such proposed other business shall not be transacted. Notwithstanding anything in these Bylaws to the contrary,
unless otherwise required by law, if a stockholder intending to propose business or make nominations at an annual meeting or propose
a nomination at a special meeting pursuant to this Article III does not comply with or provide the information required to the Corporation,
including the updated information within five business days after the record date for such meeting or such stockholder (or a qualified
representative of such stockholder) does not appear at the meeting to present the proposed business or nominations, such business or
nominations shall not be considered, notwithstanding that proxies in respect of such business or nominations may have been received by
the Corporation.
(b)
Without limiting the other provisions and requirements of this Article III, unless otherwise required by law, if any stockholder
(A) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (B) subsequently fails to comply with the requirements
of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, then the Corporation shall disregard any proxies or votes
solicited for such stockholder’s nominees. Upon request by the Corporation, if any stockholder provides notice pursuant to Rule
14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five business days prior
to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
ARTICLE
IV
DIRECTORS
Section
15. Number and Term of Office. The authorized number of directors of the corporation shall be fixed in accordance with the Certificate
of Incorporation. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the directors
shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders
called for that purpose in the manner provided in these Bylaws.
Section
16. Powers. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, except
as may be otherwise provided by statute or by the Certificate of Incorporation.
Section
17. [Reserved.]
Section
18. Vacancies. Unless otherwise provided in the Certificate of Incorporation, and subject to the rights of the holders of any series
of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes
and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines
by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative
vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining
director, and not by the stockholders, provided, however, that whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created
directorships of such class or classes or series shall, unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by stockholders, be filled by a majority of the directors elected by such class or classes
or series thereof then in office, or by a sole remaining director so elected, and not by the stockholders. Any director elected in accordance
with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or
occurred and until such director’s successor shall have been elected and qualified. A vacancy in the Board of Directors shall be
deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.
Section
19. Resignation. Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to
the Secretary, such resignation to specify whether it will be effective at a particular time. If no such specification is made, it shall
be deemed effective at the time of delivery to the Secretary. When one or more directors shall resign from the Board of Directors, effective
at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen
shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have
been duly elected and qualified.
Section
20. Removal. Subject to the rights of any series of Preferred Stock to elect additional directors under specified circumstances,
except as prohibited by applicable law or the Certificate of Incorporation, the stockholders holding a majority of the shares then entitled
to vote at an election of directors may remove any director from office with or without cause.
Section
21. Meetings.
(a)
Regular Meetings. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may
be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board of Directors
and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system or other system designed
to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means. No further notice
shall be required for regular meetings of the Board of Directors.
(b)
Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may
be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board, the Chief Executive
Officer or a majority of the authorized number of directors.
(c)
Meetings by Electronic Communications Equipment. Any member of the Board of Directors, or of any committee thereof, may participate
in a meeting 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 by such means shall constitute presence in person at such meeting.
(d)
Notice of Special Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in
writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages,
facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least 24 hours before
the date and time of the meeting. If notice is sent by U.S. mail, it shall be sent by first class mail, charges prepaid, at least three
days before the date of the meeting. Notice of any meeting may be waived in writing, or by electronic transmission, at any time before
or after the meeting and will be waived by any director by attendance thereat, except when the director attends the 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.
(e)
Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called
or noticed, or wherever held, shall be as valid as though it had been transacted at a meeting duly held after regular call and notice,
if a quorum be present and if, either before or after the meeting, each of the directors not present who did not receive notice shall
sign a written waiver of notice or shall waive notice by electronic transmission. All such waivers shall be filed with the corporate
records or made a part of the minutes of the meeting. Attendance by a director at a meeting shall constitute a waiver of notice of such
meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction
of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.
Section
22. Quorum and Voting.
(a)
Unless the Certificate of Incorporation requires a greater number, and except with respect to questions related to indemnification
arising under Section 45 of these Bylaws for which a quorum shall be one-third of the exact number of directors fixed from time to time,
a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board
of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting whether a quorum be present
or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of
the Board of Directors, without notice other than by announcement at the meeting.
(b)
At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative
vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.
Section
23. Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required
or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all
members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such
writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.
Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained
in electronic form.
Section
24. Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of
Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance
at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein
contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee,
or otherwise and receiving compensation therefor.
Section
25. Committees.
(a)
Executive Committee. The Board of Directors may appoint an Executive Committee to consist of one or more members of the Board of
Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have
and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the
election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending
or repealing any Bylaw of the corporation.
(b)
Other Committees. The Board of Directors may, from time to time, appoint such other committees as may be permitted by law. Such other
committees appointed by the Board of Directors shall consist of one or more members of the Board of Directors and shall have such powers
and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such
committee have the powers denied to the Executive Committee in these Bylaws.
(c)
Term. The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock and the provisions of subsections
(a) or (b) of this Section 25, may at any time increase or decrease the number of members of a committee or terminate the existence of
a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee
or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the
Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the
committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee,
the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified
member.
(d)
Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee
appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such
committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be
given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such
committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time
and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time
and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing or by
electronic transmission at any time before or after the meeting and will be waived by any director by attendance thereat, except when
the director attends such special 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. Unless otherwise provided by the Board of Directors in the resolutions
authorizing the creation of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum
for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the
act of such committee.
Section
26. Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings
of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to
the office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to
time.
Section
27. Lead Independent Director. The Chairman of the Board of Directors, or if the Chairman is not an independent director, one of
the independent directors, may be designated by the Board of Directors as lead independent director (“Lead Independent Director”)
to serve until replaced by the Board of Directors. The Lead Independent Director will: with the Chairman of the Board of Directors, establish
the agenda for regular Board meetings and serve as chairman of Board of Directors meetings in the absence of the Chairman of the Board
of Directors; establish the agenda for meetings of the independent directors; coordinate with the committee chairs regarding meeting
agendas and informational requirements; preside over meetings of the independent directors; preside over any portions of meetings of
the Board of Directors at which the evaluation or compensation of the Chief Executive Officer is presented or discussed; preside over
any portions of meetings of the Board of Directors at which the performance of the Board of Directors is presented or discussed; and
perform such other duties as may be established or delegated by the Chairman of the Board of Directors.
Section
28. Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed
or is absent, the Lead Independent Director, or if the Lead Independent Director is absent, the Chief Executive Officer (if a director),
or, if a Chief Executive Officer is absent, the President (if a director), or if the President is absent, the most senior Vice President
(if a director), or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall
preside over the meeting. The Secretary, or in his absence, any Assistant Secretary or other officer or director directed to do so by
the Chairman, shall act as secretary of the meeting.
ARTICLE
V
OFFICERS
Section
29. Officers Designated. The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman
of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial
Officer and the Treasurer. The Board of Directors may also appoint one or more Assistant Secretaries and Assistant Treasurers and such
other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles
to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any
one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall
be fixed by or in the manner designated by the Board of Directors.
Section
30. Tenure and Duties of Officers.
(a)
General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly
elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by
the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
(b)
Duties of Chief Executive Officer. The Chief Executive Officer shall preside at all meetings of the stockholders and at all meetings
of the Board of Directors, unless the Chairman of the Board of Directors or the Lead Independent Director has been appointed and is present.
Unless an officer has been appointed Chief Executive Officer of the corporation, the President shall be the Chief Executive Officer of
the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business
and officers of the corporation. To the extent that a Chief Executive Officer has been appointed and no President has been appointed,
all references in these Bylaws to the President shall be deemed references to the Chief Executive Officer. The Chief Executive Officer
shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers, as the
Board of Directors shall designate from time to time.
(c)
Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors,
unless the Chairman of the Board of Directors, the Lead Independent Director, or the Chief Executive Officer has been appointed and is
present. Unless another officer has been appointed Chief Executive Officer of the corporation, the President shall be the Chief Executive
Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control
of the business and officers of the corporation. The President shall perform other duties commonly incident to the office and shall also
perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.
(d)
Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of
the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their
office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer,
or, if the Chief Executive Officer has not been appointed or is absent, the President shall designate from time to time.
(e)
Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all
acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of
all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary
shall perform all other duties provided for in these Bylaws and other duties commonly incident to the office and shall also perform such
other duties and have such other powers, as the Board of Directors shall designate from time to time. The President may direct any Assistant
Secretary or other officer to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each
Assistant Secretary shall perform other duties commonly incident to the office and shall also perform such other duties and have such
other powers as the Board of Directors or the President shall designate from time to time.
(f)
Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation
in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as
required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall
have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident
to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate
from time to time. To the extent that a Chief Financial Officer has been appointed and no Treasurer has been appointed, all references
in these Bylaws to the Treasurer shall be deemed references to the Chief Financial Officer. The President may direct the Treasurer, if
any, or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial
Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and
Assistant Controller shall perform other duties commonly incident to the office and shall also perform such other duties and have such
other powers as the Board of Directors or the President shall designate from time to time.
(g)
Duties of Treasurer. Unless another officer has been appointed Chief Financial Officer of the corporation, the Treasurer shall be
the chief financial officer of the corporation and shall keep or cause to be kept the books of account of the corporation in a thorough
and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the
Board of Directors or the President, and, subject to the order of the Board of Directors, shall have the custody of all funds and securities
of the corporation. The Treasurer shall perform other duties commonly incident to the office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall designate from time to time.
Section
31. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other
officer or agent, notwithstanding any provision hereof.
Section
32. Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors
or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such
notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time.
Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation
shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.
Section
33. Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority
of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee
or by the Chief Executive Officer or by other superior officers upon whom such power of removal may have been conferred by the Board
of Directors.
ARTICLE
VI
EXECUTION
OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION
Section
34. Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory
officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to
sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except
where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.
All
checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation
shall be signed by such person or persons as the Board of Directors shall authorize so to do.
Unless
authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any
power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose
or for any amount.
Section
35. Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the corporation
for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person
authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of
Directors, the Chief Executive Officer, the President, or any Vice President.
ARTICLE
VII
SHARES
OF STOCK
Section
36. Form and Execution of Certificates. The shares of the corporation shall be represented by certificates, or shall be uncertificated
if so provided by resolution or resolutions of the Board of Directors. Certificates for the shares of stock of the corporation, if any,
shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock represented by
certificate in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of
the Board of Directors, the Chief Executive Officer, or the President or any Vice President and by the Chief Financial Officer, Treasurer
or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any
or all of the signatures on the certificate may be facsimiles. 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 with the same effect as if he were such officer, transfer agent, or registrar at the date of
issue.
Section
37. Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore
issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance
of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s
legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the corporation a surety bond
in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen, or destroyed.
Section
38. Transfers.
(a)
Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or
by attorney duly authorized, and, in the case of stock represented by certificate, upon the surrender of a properly endorsed certificate
or certificates for a like number of shares.
(b)
The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes
of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders
in any manner not prohibited by the DGCL.
Section
39. Fixing Record Dates.
(a)
In order that the corporation may determine the stockholders entitled to notice of or to vote at 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, subject to applicable law, not be more than
60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding
the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting
is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
(b)
In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or
allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior
to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution relating thereto.
Section
40. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.
ARTICLE
VIII
OTHER
SECURITIES OF THE CORPORATION
Section
41. Execution of Other Securities. All bonds, debentures and other corporate securities of the corporation, other than stock certificates
(covered in Section 36 of these Bylaws), may be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President
or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon
or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief
Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate
security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant
to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate
seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons
appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the
Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted
thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before
the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate
security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile
signature shall have been used thereon had not ceased to be such officer of the corporation.
ARTICLE
IX
DIVIDENDS
Section
42. Declaration of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of
Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting.
Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation
and applicable law.
Section
43. Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends
such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose
as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.
ARTICLE
X
FISCAL
YEAR
Section
44. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
ARTICLE
XI
INDEMNIFICATION
Section
45. Indemnification of Directors, Officers, Employees and Other Agents.
(a)
Directors and Officers. The corporation shall indemnify its directors and officers to the extent not prohibited by the DGCL or any
other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts
with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director
or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly
required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification
is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other
applicable law or (iv) such indemnification is required to be made under subsection (d).
(b)
Employees and Other Agents. The corporation shall have power to indemnify its employees and other agents as set forth in the DGCL
or any other applicable law. The Board of Directors shall have the power to delegate the determination of whether indemnification shall
be given to any such person (except for officers) or other persons as the Board of Directors shall determine.
(c)
Expenses. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly
following request therefor, all expenses incurred by any director or officer in connection with such proceeding provided, however, that
if the DGCL requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee
benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an “undertaking”),
by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision
from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is
not entitled to be indemnified for such expenses under this Section 45 or otherwise.
Notwithstanding
the foregoing, unless otherwise determined pursuant to paragraph (e) of this Section 45, no advance shall be made by the corporation
to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event
this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination
is reasonably and promptly made (i) by a majority vote of directors who were not parties to the proceeding, even if not 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 such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making
party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner
that such person did not believe to be in or not opposed to the best interests of the corporation.
(d)
Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors
and officers under this Section 45 shall be deemed to be contractual rights and be effective to the same extent and as if provided for
in a contract between the corporation and the director or officer. Any right to indemnification or advances granted by this Section 45
to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction
if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within
90 days of request therefor. To the extent permitted by law, the claimant in such enforcement action, if successful in whole or in part,
shall be entitled to be paid also the expense of prosecuting the claim. In connection with any claim for indemnification, the corporation
shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible
under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed. In connection with any
claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise
a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did
not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that
such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the corporation (including
its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances because the director or officer has met the applicable standard
of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be
a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by
a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the
director or officer is not entitled to be indemnified, or to such advancement of expenses, under this Section 45 or otherwise shall be
on the corporation.
(e)
Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such
person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, 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 office. The corporation is specifically authorized to enter into individual contracts with any or all
of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the
DGCL, or by any other applicable law.
(f)
Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director
or officer, or, if applicable, employee or other agent, and shall inure to the benefit of the heirs, executors and administrators of
such a person.
(g)
Insurance. To the fullest extent permitted by the DGCL or any other applicable law, the corporation, upon approval by the Board of
Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Section 45.
(h)
Amendments. Any repeal or modification of this Section 45 shall only be prospective and shall not affect the rights under this Bylaw
in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent
of the corporation.
(i)
Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of
this Section 45 that shall not have been invalidated, or by any other applicable law. If this Section 45 shall be invalid due to the
application of the indemnification provisions of another jurisdiction, then the corporation shall indemnify each director and officer
to the full extent under any other applicable law.
(j)
Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:
(i)
The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation,
preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative.
(ii)
The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’
fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in
connection with any proceeding.
(iii)
The term 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, and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the
same position under the provisions of this Section 45 with respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.
(iv)
References to a “director,” “officer,” “employee,”
or “agent” of the corporation shall include, without limitation, situations where such person is serving at
the request of the corporation as, respectively, a director, officer, employee, trustee or agent of another corporation, partnership,
joint venture, trust or other enterprise.
(v)
References to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving
at the request of the 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 Section 45.
ARTICLE
XII
NOTICES
Section
46. Notices.
(a)
Notice to Stockholders. Written notice to stockholders of stockholder meetings shall be given as provided in Section 7 of these Bylaws.
Without limiting the manner by which notice may otherwise be given effectively to stockholders under any agreement or contract with such
stockholder, and except as otherwise required by law, written notice to stockholders for purposes other than stockholder meetings may
be sent by U.S. mail or nationally recognized overnight courier, or by facsimile, telegraph or telex or by electronic mail or other electronic
means.
(b)
Notice to Directors. Any notice required to be given to any director may be given by the method stated in subsection (a), as otherwise
provided in these Bylaws, or by overnight delivery service, facsimile, telex or telegram, except that such notice other than one which
is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence
of such filing, to the last known post office address of such director.
(c)
Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer
agent appointed with respect to the class of stock affected, or other agent, specifying the name and address or the names and addresses
of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and
method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.
(d)
Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice,
but one permissible method may
be
employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.
(e)
Notice to Person With Whom Communication is Unlawful. Whenever notice is required to be given, under any provision of law or of the
Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice
to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit
to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication
is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation
is such as to require the filing of a certificate under any provision of the DGCL, the certificate shall state, if such is the fact and
if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is
unlawful.
(f)
Notice to Stockholders Sharing an Address. Except as otherwise prohibited under the DGCL, any notice given under the provisions of
the DGCL, the Certificate of Incorporation or the Bylaws shall be effective if given by a single written notice to stockholders who share
an address if consented to by the stockholders at that address to whom such notice is given. Such consent shall have been deemed to have
been given if such stockholder fails to object in writing to the corporation within 60 days of having been given notice by the corporation
of its intention to send the single notice. Any consent shall be revocable by the stockholder by written notice to the corporation.
ARTICLE
XIII
AMENDMENTS
Section
47. Amendments. Subject to the limitations set forth in Section 45(h) of these Bylaws or the provisions of the Certificate of Incorporation,
the Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation. Any adoption, amendment or repeal
of the Bylaws of the corporation by the Board of Directors shall require the approval of a majority of the authorized number of directors.
The stockholders also shall have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition
to any vote of the holders of any class or series of stock of the corporation required by law or by the Certificate of Incorporation,
such action by stockholders shall require the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then-outstanding
shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.
ARTICLE
XIV
LOANS
TO OFFICERS OR EMPLOYEES
Section
48. Loans to Officers or Employees. Except as otherwise prohibited by applicable law, the corporation may lend money to, or guarantee
any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer
or employee who is a director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan,
guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or
without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation,
a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty
or warranty of the corporation at common law or under any statute.
ARTICLE
XV
MISCELLANEOUS
Section
49. Forum.
(a)
Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
(or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within
the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District
of Delaware) and any appellate court therefrom shall be the sole and exclusive forum for the following claims or causes of action under
the Delaware statutory or common law: (A) any derivative claim or cause of action brought on behalf of the corporation; (B) any claim
or cause of action for breach of a fiduciary duty owed by any current or former director, officer or other employee of the corporation,
to the corporation or the corporation’s stockholders; (C) any claim or cause of action against the corporation or any current or
former director, officer or other employee of the corporation, arising out of or pursuant to any provision of the DGCL, the Certificate
of Incorporation or these Bylaws(as each may be amended from time to time); (D) any claim or cause of action seeking to interpret, apply,
enforce or determine the validity of the Certificate of Incorporation or these Bylaws (as each may be amended from time to time, including
any right, obligation, or remedy thereunder); (E) any claim or cause of action as to which the DGCL confers jurisdiction on the Court
of Chancery of the State of Delaware; and (F) any claim or cause of action against the corporation or any current or former director,
officer or other employee of the corporation, governed by the internal-affairs doctrine, in all cases to the fullest extent permitted
by law and subject to the court having personal jurisdiction over the indispensable parties named as defendants. This Section 49 of Article
XV shall not apply to claims or causes of action brought to enforce a duty or liability created by the 1933 Act or the 1934 Act, or any
other claim for which the federal courts have exclusive jurisdiction.
(b)
Unless the corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the
federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a
cause of action arising under the 1933 Act.
(c)
Any person or entity holding, owning or otherwise acquiring any interest in any security of the corporation shall be deemed to have
notice of and consented to the provisions of these Bylaws.
