APPENDIX 1
B. Dividends. Subject to the preferences applicable to any series of
Preferred Stock, if any, outstanding at any time, the holders of Common Stock shall be entitled to share equally, on a per share basis, in such dividends and other distributions of cash, property or shares of stock of the Company as may be declared
by the Board of Directors of the Company (the Board) from time to time with respect to the Common Stock out of assets or funds of the Company legally available therefor.
C. Liquidation. Subject to the preferences applicable to any series of Preferred Stock, if any, outstanding at any time, in the event of
the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, all assets of the Company of whatever kind available for distribution to the holders of Common Stock shall be divided among and paid ratably
to the holders of Common Stock.
III. Preferred Stock.
A. Preferred Stock may be issued from time to time by the Company for such consideration as may be fixed by the Board. The Board is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of
Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix, without further stockholder approval, the designation of such series, the powers (including voting powers), preferences and relative,
participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of such series of Preferred Stock and the number of shares of such series, and as may be permitted by the DGCL. The powers, preferences
and relative, participating, optional and other special rights of, and the qualifications, limitations or restrictions thereof, of each series of Preferred Stock, if any, may differ from those of any and all other series at any time outstanding.
B. Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of
Incorporation (including any certificate of designation relating to any series of Preferred Stock) 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 with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL.
C. Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled to only such voting rights, if any,
as shall expressly be granted thereto by this Certificate of Incorporation (including any certificate of designation relating to such series of Preferred Stock).
ARTICLE V
AMENDMENT OF THE CERTIFICATE
OF INCORPORATION AND BYLAWS
A. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, from and after the date on which Sponsors (as defined below) cease to beneficially own at least a majority of the outstanding shares of Common Stock (the Trigger
Event), the following provisions in this Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any
provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 662⁄3% in voting power of all the
then-outstanding shares of Common Stock entitled to vote thereon: Article V, Article VI, Article VII, Article VIII, Article IX and Article X. For the purposes of this Certificate of Incorporation, beneficial ownership of shares shall be determined
in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). For the purposes of this Certificate of Incorporation, except for Article
IX, (i) Affiliate shall mean, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common
control with such Person; (ii) Person shall mean any individual, corporation, limited liability company, limited or general partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or other entity, whether domestic or foreign; and
(iiiii) control (including the terms controlled by and under common control with), with respect to the relationship between or among two or more Persons,
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by contract or otherwise; and (iv) Sponsor shall mean any of L Catterton and GIC Pte. Ltd. and each of their respective Affiliates.