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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 9, 2023
|
Stride, Inc. |
|
|
(Exact name of registrant as specified in its charter) |
|
Delaware | |
001-33883 | |
95-4774688 |
(State or other jurisdiction of incorporation) | |
(Commission File Number) | |
(IRS Employer Identification No.) |
11720 Plaza America, 9th Floor, Reston, Virginia | |
20190 |
(Address of principal executive offices) | |
(Zip Code) |
Registrant’s telephone number, including area code: | |
(703) 483-7000 |
| |
|
|
Not Applicable |
|
|
Former name or former address, if changed since last report |
|
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common Stock, $0.0001 par value per share |
LRN |
New York Stock Exchange (NYSE) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 9, 2023, the
Board of Directors (the “Board”) of Stride, Inc. (the “Company”) approved and adopted amendments to, and
a restatement of, the Company’s Fourth Amended and Restated Bylaws (as so amended and restated, the “Bylaws”).
The amendments revise the
advance notice procedural and disclosure requirements contained in the Bylaws to require the stockholder proposing business or nominating
directors to provide additional information about the stockholder’s ownership of securities in the Company, and permit the Board
to request that such stockholder, or such proposed candidate for nomination as a director, if applicable, furnish additional information
that is reasonably requested by the Board, and update and supplement all required information as necessary, so that the information shall
be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten business days
prior to the meeting or any adjournment or postponement thereof.
The amendments permit the
Board, if the facts warrant, to determine, in advance of a meeting, that business shall not be conducted at a meeting because it will
not have been properly brought before such meeting in accordance with the Bylaws. Further, the Bylaws prohibit a stockholder from nominating
a greater number of director candidates than are subject to election by stockholders at the applicable meeting. Additionally, the Bylaws
require candidates for the Board to provide representations regarding such candidate’s intent to serve the entire term, as well
as such candidate’s written consent to being named in a proxy statement and accompanying proxy card relating to the Company’s
next meeting of stockholders at which directors are to be elected.
The amendments also address
the universal proxy rules adopted by the Securities and Exchange Commission, by clarifying that no person may solicit proxies in
support of a director nominee other than the Board’s nominees, unless such person has complied with Rule 14a-19 under the Securities
Exchange Act of 1934, including applicable notice and solicitation requirements. Further, any stockholder directly or indirectly soliciting
proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use
by the Board. The amendments also enable the Company to initiate an action against a stockholder to enforce the Company’s existing
exclusive forum provisions, should a stockholder sue in another jurisdiction.
The amendments also include
certain technical, conforming, modernizing or clarifying changes to the Bylaws.
The foregoing summary does
not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto
as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Stride, Inc. |
|
|
Date: August 9, 2023 |
By: |
/s/ Vincent W. Mathis |
|
Name: |
Vincent W. Mathis |
|
Title: |
Executive Vice President, General Counsel and Secretary
|
Exhibit 3.1
FIFTH AMENDED AND RESTATED
BYLAWS
OF
STRIDE, INC.
(A DELAWARE CORPORATION)
As amended and restated on August 9, 2023
ARTICLE I
OFFICES
Section 1. Registered Office. The registered
office of Stride, Inc. (the “Corporation”) in the State of Delaware shall be in the City of Wilmington, County of New
Castle.
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 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 1. Corporate Seal. The Board
of Directors may adopt a corporate seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its
organization, 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 1. Location of Meetings. Meetings
of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. In the absence
of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.
Section 2. Notice of Stockholders’
Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be
given, which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting
not less than ten nor more than sixty days before the date of the meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.
Section 3. Notice of Business to be Brought
Before a Meeting.
(a) The annual meeting
of stockholders shall be held each year on a date and a time designated by the Board of Directors. At each annual meeting directors shall
be elected and only such other business shall be conducted as shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business (including any business to be considered by the stockholders other than nominations of persons for
election to the Board of Directors of the Corporation, which shall be governed by Sections 4 and 5 of this Article III) must
be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise
brought before the meeting by or at the direction of the Board of Directors, including by any committee or persons authorized to do so
by the Board of Directors or these Bylaws, or (iii) otherwise properly brought before the meeting by a stockholder present in person
who (A) (1) was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section 3
and at the time of the meeting, (2) is entitled to vote at the meeting, and (3) has complied with this Section 3 in all
applicable respects or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange
Act”). The foregoing clause (iii) shall be the exclusive means for a stockholder to propose business to be brought before
an annual meeting of the stockholders. For purposes of this Section 3, “present in person” shall mean that the stockholder
proposing that the business be brought before the annual meeting of the Corporation, or a qualified representative of such proposing
stockholder, appear at such annual meeting. A “qualified representative” of such proposing stockholder shall be a duly authorized
officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic
transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce
such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.
Stockholders seeking to nominate persons for election to the Board of Directors must comply with Sections 4 and 5 of Article III,
and this Section 3 shall not be applicable to nominations except as expressly provided in such Sections 4 and 5.
(b) Without
qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide Timely
Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii) provide any updates
or supplements to such notice at the times and in the forms required by this Section 3. To be timely, a stockholder’s notice
must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor
more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however,
that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date,
notice by the stockholder to be timely must be so delivered, or mailed and received, not more than the hundred twentieth (120th) day prior
to such annual meeting and not later than (i) the ninetieth (90th) day prior to such annual meeting or, (ii) if later, the tenth
(10th) day following the day on which public disclosure of the date of such annual meeting was first made by the Corporation (such notice
within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the
announcement thereof extend any time period or commence a new time period for the giving of Timely Notice as described above.
(c) To
be in proper form for purposes of this Section 3, a stockholder’s notice to the Secretary shall set forth:
(i) As
to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name
and address that appear on the Corporation’s books and records); (B) the class or series and number of shares of the Corporation
that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act)
by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class
or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future;
(C) the date or dates such shares were acquired; (D) the investment intent of such acquisition and (E) any pledge by such
Proposing Person with respect to any of such shares (the disclosures to be made pursuant to the foregoing clauses (A) through (E) are
referred to as “Stockholder Information”);
(ii) As
to each Proposing Person, (A) the material terms and conditions of any “derivative security” (as such term is defined
in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined
in Rule 16a-1(b) under the Exchange Act) or a “put equivalent position” (as such term is defined in Rule 16a-1(h) under
the Exchange Act) or other derivative or synthetic arrangement in respect of any class or series of shares of the Corporation (“Synthetic
Equity Position”) that is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing Person,
including, without limitation, (i) any option, warrant, convertible security, stock appreciation right, future or similar right with
an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation
or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, (ii) any derivative
or synthetic arrangement having the characteristics of a long position or a short position in any class or series of shares of the Corporation,
including, without limitation, a stock loan transaction, a stock borrow transaction, or a share repurchase transaction or (iii) any
contract, derivative, swap or other transaction or series of transactions designed to (x) produce economic benefits and risks that
correspond substantially to the ownership of any class or series of shares of the Corporation, (y) mitigate any loss relating to,
reduce the economic risk (of ownership or otherwise) of, or manage the risk of share price decrease in, any class or series of shares
of the Corporation, or (z) increase or decrease the voting power in respect of any class or series of shares of the Corporation of
such Proposing Person, including, without limitation, due to the fact that the value of such contract, derivative, swap or other transaction
or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation,
whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Corporation,
through the delivery of cash or other property, or otherwise, and without regard to whether the holder thereof may have entered into transactions
that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit
or share in any profit derived from any increase or decrease in the price or value of any class or series of shares of the Corporation;
provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security”
shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any
feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only
at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which
such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately
convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements
of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under
the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be required to disclose any Synthetic Equity Position that
is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing Person as a hedge with respect
to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s
business as a derivatives dealer, (B) any rights to dividends on the shares of any class or series of shares of the Corporation owned
beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (C) any material
pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or
any of its officers or directors, or any affiliate of the Corporation, (D) any other material relationship between such Proposing
Person, on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand, (E) any direct or indirect material
interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including,
in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (F) any proportionate interest
in shares of the Corporation or a Synthetic Equity Position held, directly or indirectly, by a general or limited partnership, limited
liability company or similar entity in which any such Proposing Person (1) is a general partner or, directly or indirectly, beneficially
owns an interest in a general partner of such general or limited partnership or (2) is the manager, managing member or, directly
or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or similar entity; (G) a
representation that such Proposing Person intends or is part of a group which intends to deliver a proxy statement or form of proxy to
holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise
solicit proxies from stockholders in support of such proposal and (H) any other information relating to such Proposing Person that
would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies
or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of
the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (A) through (H) are referred to as “Disclosable
Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course
business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result
of being the stockholder directed to prepare and submit the notice required by these Fifth Amended and Restated Bylaws (as such bylaws
may be amended, restated, or amended and restated from time to time, the “Bylaws”) on behalf of a beneficial owner; and
(iii) As
to each item of business that the stockholder proposes to bring before the annual meeting, (A) a brief description of the business
desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest
in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed
for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment),
(C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing
Persons or (y) between or among any Proposing Person and any other record or beneficial holder(s) or persons(s) who have
a right to acquire beneficial ownership at any time in the future of the shares of any class or series of the Corporation (including their
names) in connection with the proposal of such business by such stockholder, and (D) any other information relating to such item
of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations
of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act;
provided, however, that the disclosures required by this paragraph (iii) shall not include any disclosures with respect to any broker,
dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed
to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.
For purposes of this Section 3, the term “Proposing
Person” shall mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the
beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual
meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A)
with such stockholder in such solicitation.
(d) The
Board of Directors may request that any Proposing Person furnish such additional information as may be reasonably required by the Board
of Directors. Such Proposing Person shall provide such additional information within ten (10) days after it has been requested by
the Board of Directors.
(e) A
Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if
necessary, so that the information provided or required to be provided in such notice pursuant to this Section 3 shall be true and
correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days
prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received
by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date
for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date),
and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement
thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed)
(in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment
or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other
Section of these Bylaws shall not cure or limit the Corporation’s rights with respect to any deficiencies in any notice provided
by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted
notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business or resolutions
proposed to be brought before a meeting of the stockholders.
(f) Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the
meeting in accordance with this Section 3. The presiding officer of the meeting shall, if the facts warrant, determine that the business
was not properly brought before the meeting in accordance with this Section 3, and if he or she should so determine, he or she shall
so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
(g) This
Section 3 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other than
any proposal made in accordance with Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement. In
addition to the requirements of this Section 3 with respect to any business proposed to be brought before an annual meeting, each
Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this
Section 3 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
(h) For
purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service
or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act.
Section 4. Notice of Nominations for Election
to the Board of Directors.
(a) Nominations
of any person for election to the Board of Directors at an annual meeting or at a special meeting (but only if the election of directors
is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at
such meeting only (i) by or at the direction of the Board of Directors, including by any committee or persons authorized to do so
by the Board of Directors or these Bylaws, or (ii) by a stockholder present in person who (A) was a record owner of shares of
the Corporation both at the time of giving the notice provided for in this Section 4 and at the time of the meeting, (B) is
entitled to vote at the meeting, and (C) has complied with this Section 4 and Section 5 of Article III as to such
notice and nomination. For purposes of this Section 4, “present in person” shall mean that the stockholder nominating
any person for election to the Board of Directors at the meeting of the Corporation, or a qualified representative of such stockholder,
appear at such meeting. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager
or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic transmission
delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing
or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. The
foregoing clause (ii) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to
the Board of Directors at an annual meeting or special meeting.
(b) (i) Without
qualification, for a stockholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting,
the stockholder must (1) provide Timely Notice (as defined in Section 3 of Article III) thereof in writing and in proper
form to the Secretary of the Corporation, (2) provide the information, representations, agreements and questionnaires with respect
to such stockholder and its candidate for nomination as required to be set forth by this Section 4 and Section 5 of Article III
and (3) provide any updates or supplements to such notice at the times and in the forms required by this Section 4 and Section 5
of Article III.
(ii) Without
qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person
calling a special meeting, then for a stockholder to make any nomination of a person or persons for election to the Board of Directors
at a special meeting, the stockholder must (i) provide timely notice thereof in writing and in proper form to the Secretary of the
Corporation at the principal executive offices of the Corporation, (ii) provide the information, representations, agreements and
questionnaires with respect to such stockholder and its candidate for nomination as required by this Section 4 and Section 5
of Article III and (iii) provide any updates or supplements to such notice at the times and in the forms required by this Section 4
and Section 5 of Article III. To be timely, a stockholder’s notice for nominations to be made at a special meeting must
be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the one hundred twentieth
(120th) day prior to such special meeting and not later than the ninetieth (90th) day prior to such special meeting or, if later, the
tenth (10th) day following the day on which public disclosure (as defined in Section 3 of Article III) of the date of such special
meeting was first made.
(iii) In
no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof extend any time period
or commence a new time period for the giving of a stockholder’s notice as described above.
(iv) In
no event may a Nominating Person provide Timely Notice with respect to a greater number of director candidates than are subject to election
by stockholders at the applicable meeting. If the Corporation shall, subsequent to such notice, increase the number of directors subject
to election at the meeting, such notice as to any additional nominees shall be due on the later of (i) the conclusion of the time
period for Timely Notice, (ii) the date set forth in Section 4(b)(ii) or (iii) the tenth day following the date of
public disclosure (as defined in Section 3 of Article III) of such increase.
(c) To
be in proper form for purposes of this Section 4, a stockholder’s notice to the Secretary shall set forth:
(i) As
to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 3(c)(i) of Article III,
except that for purposes of this Section 4 the term “Nominating Person” shall be substituted for the term “Proposing
Person” in all places it appears in Section 3(c)(i) of Article III);
(ii) As
to each Nominating Person, any Disclosable Interests (as defined in Section 3(c)(ii) of Article III, except that for purposes
of this Section 4 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all
places it appears in Section 3(c)(ii) of Article III and the disclosure with respect to the business to be brought before
the meeting in Section 3(c)(ii) of Article III shall be made with respect to the election of directors at the meeting);
and provided that, in lieu of including the information set forth in Section 3(c)(ii)(G) of Article III, the Nominating
Person’s notice for purposes of this Section 4 shall include a representation as to whether the Nominating Person intends or
is part of a group which intends to deliver a proxy statement and solicit the holders of shares representing at least 67% of the voting
power of shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees
in accordance with Rule 14a-19 promulgated under the Exchange Act; and
(iii) As
to each candidate whom a Nominating Person proposes to nominate for election as a director, (A) all information relating to such
candidate for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act
(including such candidate’s written consent to being named in the Corporation’s proxy statement and accompanying proxy card
relating to the Corporation’s next meeting of stockholders at which directors are to be elected and to serving as a director for
a full term if elected), (B) a description of any direct or indirect material interest in any material contract or agreement between
or among any Nominating Person, on the one hand, and each candidate for nomination or his or her respective associates or any other participants
in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant
to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the candidate
for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (A) and
(B) are referred to as “Nominee Information”), (C) a completed and signed written questionnaire (in the form provided
by the Corporation within ten (10) days upon written request of any stockholder of record therefor) with respect to, among other
things, the background, qualifications, stock ownership and independence of such proposed nominee and (D) a signed written representation
and agreement (in the form provided by the Corporation within ten (10) days upon written request of any stockholder of record therefor)
that such candidate for nomination: (1) is not and, if elected as a director during his or her term of office, will not become a
party to (x) any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to,
any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question
(a “Voting Commitment”) or (y) any Voting Commitment that could limit or interfere with such proposed nominee’s
ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law,
(2) 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 or reimbursement for service as a director that has not been disclosed
to the Corporation, (3) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict
of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to directors
and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the Secretary
of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect) and (4) if elected
as director of the Corporation, intends to serve the entire term until the next meeting at which such candidate would face re-election.
For purposes of this Section 4, the term “Nominating
Person” shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the
beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is
made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with
such stockholder in such solicitation.
(d) The
Board of Directors may request that any Nominating Person furnish such additional information as may be reasonably required by the Board
of Directors. Such Nominating Person shall provide such additional information within ten (10) days after it has been requested by
the Board of Directors.
(e) A
stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary,
so that the information provided or required to be provided in such notice pursuant to this Section 4 shall be true and correct as
of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the
meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the
Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for stockholders
entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than
eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not
practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the
update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).
For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these
Bylaws shall not cure or limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder,
extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder
to amend or update any nomination or to submit any new nomination.
(f) In
addition to the requirements of this Section 4 with respect to any nomination proposed to be made at a meeting, each Nominating Person
shall comply with all applicable requirements of the Exchange Act with respect to any such nominations. Notwithstanding the foregoing
provisions of this Section 4, unless otherwise required by law, (i) no Nominating Person shall solicit proxies in support of
director nominees other than the Corporation’s nominees unless such Nominating Person has complied with Rule 14a-19 promulgated
under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required
thereunder in a timely manner and (ii) if any Nominating Person (1) provides notice pursuant to Rule 14a-19(b) promulgated
under the Exchange Act and (2) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated
under the Exchange Act, including the provision to the Corporation of notices required thereunder in a timely manner, or fails to timely
provide reasonable evidence sufficient to satisfy the Corporation that such Nominating Person has met the requirements of Rule 14a-19(a)(3) promulgated
under the Exchange Act in accordance with the following sentence, then the nomination of each such proposed nominee shall be disregarded,
notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy
materials for any annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such
proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). If any Nominating Person provides
notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such Nominating Person shall deliver to the Corporation,
no later than seven (7) 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.
Section 5. Additional Requirements For
Valid Stockholder Nomination of Candidates to Serve as Director and, If Elected, to Be Seated as Directors.
(a) The
Board of Directors may also require any proposed candidate for nomination as a Director to furnish such other information as may reasonably
be requested by the Board of Directors in writing prior to the meeting of stockholders at which such candidate’s nomination is to
be acted upon. Without limiting the generality of the foregoing, the Board of Directors may request such other information in order for
the Board of Directors to determine the eligibility of such candidate for nomination to be an independent director of the Corporation
or to comply with the Director qualification standards and additional selection criteria in accordance with the Corporation’s Corporate
Governance Guidelines. Such other information shall be delivered to, or mailed and received by, the Secretary at the principal executive
offices of the Corporation (or any other office specified by the Corporation in any public announcement) not later than five (5) business
days after the request by the Board of Directors has been delivered to, or mailed and received by, the Nominating Person.
(b) A
stockholder’s candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this
Section 5, if necessary, so that the information provided or required to be provided pursuant to this Section 5 shall be true
and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days
prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received
by, the Secretary at the principal executive offices of the Corporation (or any other office specified by the Corporation in any public
announcement) not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the
case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to
the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable
date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be
made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the
obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not cure or limit the
Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder
or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit
any new proposal, including by changing or adding nominees, matters, business or resolutions proposed to be brought before a meeting of
the stockholders.
(c) No
candidate nominated by any stockholder shall be eligible for nomination as a director of the Corporation unless such candidate for nomination
and the Nominating Person seeking to place such candidate’s name in nomination has complied with Section 4 of Article III
and this Section 5, as applicable. The presiding officer at the meeting shall, if the facts warrant, determine that a nomination
was not properly made in accordance with Section 4 of Article III and this Section 5, as applicable, and if he or she should
so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be disregarded and any ballots
cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for
the nominee in question) shall be void and of no force or effect.
(d) Notwithstanding
anything in these Bylaws to the contrary, no candidate nominated by any stockholder shall be eligible to be seated as a director of the
Corporation unless nominated and elected in accordance with Section 4 of Article III and this Section 5.
Section 6. Special Meetings.
(a) Special
meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may only be called in accordance with
the provisions of the Fifth Restated Certificate of Incorporation (as subsequently amended and/or restated, the “Certificate of
Incorporation”) and these Bylaws. Business transacted at any special meeting of stockholders shall be limited to only such business
brought before the meeting pursuant to the Corporation’s notice of meeting.
(b) 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
(1) by or at the direction of the Board of Directors in accordance with the Certificate of Incorporation or (2) provided that
the Board of Directors has specified in its notice of meeting that directors shall be elected at such meeting, by a stockholder of the
Corporation in accordance with the requirements of Section 4 of Article III of these Bylaws, including the time periods for
notice set forth in Section 4(b)(ii).
Section 7. Compliance with Procedures.
Only such persons who are nominated in accordance with the procedures set forth in Section 3, Section 4, Section 5 and
Section 6 of Article III, as applicable, shall be eligible to be elected at an annual or special meeting of stockholders of
the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in Section 3 or Section 6, as applicable. Except as otherwise
expressly required by law, the Certificate of Incorporation or these Bylaws, the chair of the meeting shall (and, in advance of any meeting
of stockholders, the Board of Directors shall) have the power and duty to (i) 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 Section 3,
Section 4, Section 5, or Section 6, as applicable and (ii) if any proposed nomination or business is not in compliance
with Section 3, Section 4, Section 5, or Section 6, as applicable (including whether the stockholder or beneficial
owner, if any, on whose behalf the nomination or proposal is made solicits (or is part of a group which solicits), or fails to so solicit
(as the case may be), proxies in support of such stockholder’s proposal in compliance with such stockholder’s representation
as required by clause (ii)(G) of paragraph (c) of Section 3 or clause (ii) of paragraph (c) of Section 4,
as applicable), to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted.
Section 8. Compliance with Exchange Act.
Notwithstanding the provisions of Section 3, Section 4, Section 5 and Section 6 of Article III, a stockholder
shall also comply with all applicable requirements of the Exchange Act, and the rules and regulations thereunder, with respect to
the matters set forth in such Sections. Nothing in Section 3 of Article III 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 Exchange Act.
Section 9. Quorum, Adjournment. A majority
of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or
represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate
of Incorporation, or by these Bylaws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting
as originally notified. If the adjournment is for more than thirty 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 thereat.
Section 10. Vote Required. When a quorum
is present at any meeting, the vote of the holders of a majority of voting power held by the stockholders present in person or represented
by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes,
the Certificate of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and
control the decision of such question. At all meetings of stockholders for the election of directors, except as otherwise set forth in
the Certificate of Incorporation with respect to the right of the holders of any series of Preferred Stock or any other series or class
of stock to elect additional directors under specified circumstances, directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
Section 11. Voting Procedures. At each
meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to
act for him by proxy. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Any stockholder
directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved
for exclusive use by the board of directors. Except as otherwise provided by applicable law or the Certificate of Incorporation, each
stockholder shall have one vote for each share of stock registered in such stockholder’s name on the books of the Corporation as
of the record date for determining stockholders entitled to vote.
Section 12. Stockholders Entitled to Vote.
The Corporation shall prepare and make, no later than the tenth day before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than
ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day
before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting,
for a period of at least ten (10) days prior to the meeting, (a) on a reasonably accessible electronic network as permitted
by applicable law (provided that the information required to gain access to the list is provided with the notice of the meeting), or (b) during
ordinary business hours, at the principal place of business of the Corporation.
Section 13. No Stockholder Action by Written
Consent Without a Meeting. Effective from and after the closing of an initial public offering pursuant to an effective registration
statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock of the Corporation to the public,
no stockholder action may be taken except at a duly called annual or special meeting of stockholders of the Corporation and stockholders
of the Corporation may not take any action by written consent in lieu of a meeting.
ARTICLE IV
DIRECTORS
Section 1. Number. The number of directors
which shall constitute the whole Board shall be not less than seven (7) and not more than eleven (11). The exact number of directors
shall be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. Directors
need not be stockholders of the Corporation.
Section 2. Powers. The powers of the
Corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise
provided by statute or by the Certificate of Incorporation.
Section 3. Election and Tenure. Each
director shall be elected in the manner specified in the Certificate of Incorporation and shall hold office until such time as is set
forth therein.
Section 4. Vacancies; Newly Created Directorships.
Any vacancies and newly created directorships on the Board of Directors shall be filled only in the manner specified in the Certificate
of Incorporation. A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, disability,
disqualification, removal or resignation of any director.
Section 5. 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, upon receipt by the Secretary or at the pleasure of the Board of Directors.
If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors.
Section 6. Removal. Subject to the
rights of the holders of any series of Preferred Stock, or any other series or class of stock as set forth in the Certificate of Incorporation,
to elect additional directors under specified circumstances, and subject to any limitation imposed by applicable law, any director may
be removed by the holders of a majority of the voting power of the Corporation entitled to vote at an election of directors.
Section 7. 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. The directors may have one or more offices and keep the books of the Corporation outside
of the State of Delaware.
(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 Chair of the Board, the Chief Executive Officer or
a majority of the members of the Board 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 given orally or in writing,
by telephone, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least twenty-four
(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, postage
prepaid at least three (3) 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 had 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.
Section 8. Quorum and Voting.
(a) Except
as may be otherwise specifically provided by statute, the Certificate of Incorporation or these Bylaws, a quorum of the Board of Directors
shall consist of a majority of the number of directors then serving on the Board of Directors; provided, however, that a quorum
shall in no case be less than one-third of the exact number of directors fixed from time to time by the Board of Directors; provided
further, 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 9. 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. After any action is so taken, the consent or consents shall
be 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 10. 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 11. Committees. The Board of
Directors may designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a member of 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. Any such committee, to the extent
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 (a) approving, adopting, or recommending
to the stockholders any action or matter (other than the election or removal of members of the Board of Directors) expressly required
by the General Corporation Law of the State of Delaware (the “DGCL”) to be submitted to stockholders for approval or (b) adopting,
amending or repealing any bylaw of the Corporation.
ARTICLE V
OFFICERS
Section 1. Officers Designated. The
officers of the Corporation shall include, if and when designated by the Board of Directors, a Chief Executive Officer, a Chief Financial
Officer and a Secretary, all of whom shall be appointed at the annual organizational meeting of the Board of Directors. The Board of Directors
may also appoint other officers as are desired, including a Chair of the Board of Directors, a Chief Operating Officer, a Controller,
a Treasurer, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and
agents as may be appointed in accordance with the provisions of Section 3(h) of this Article V. The Board of Directors
may assign such additional titles to one or more of the officers as it shall deem appropriate. In the event there are two or more Vice
Presidents, then the directors may, at the time of the appointing of the officers, by resolution determine the order of their rank. Any
one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by law.
Section 2. Compensation of Officers.
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 3. Tenure and Duties of Officers.
(a) Appointment,
Removal and Vacancies. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have
been duly appointed and qualified, unless their earlier resignation or removal. Any officer 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 Chair of the Board of Directors. The Chair of the Board of Directors, if such an officer is appointed, when present, shall preside
at all meetings of the stockholders and the Board of Directors. The Chair 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. If there is no Chief Executive Officer, then the Chair of the Board of Directors shall also serve as the Chief Executive
Officer of the Corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 3.
(c) 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 Chair of the Board of Directors has been appointed and is present. The Chief Executive Officer 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 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. In the absence or disability of the Chief Executive Officer
and the Chair of the Board, the Chief Operating Officer, if such officer is appointed, may assume and perform the duties of the Chief
Executive Officer.
(d) Duties
of Vice Presidents. In the absence or disability of the Chief Executive Officer, the Chair of the Board of Directors and the Chief
Operating Officer, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President
designated by the Board of Directors, if such officers are appointed, may assume and perform the duties of the Chief Executive Officer.
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 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,
proceedings, and votes thereof in the minute book of the Corporation, and shall perform like duties for the standing committees when required
by the Board of Directors. 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 Secretary shall keep in safe custody the seal of the Corporation, and
when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed it shall be attested by
his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to
affix the seal of the Corporation and to attest the affixing by his or her signature. The Chief Executive Officer may direct any Assistant
Secretary 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 Chief Executive Officer shall designate from time to time.
(f) Duties
of Chief Financial Officer. The Chief Financial Officer shall have the custody of the corporate funds and securities and shall keep
full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other
valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors.
The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his or her transactions as Chief Financial Officer and of the financial condition of the Corporation. The Chief Financial
Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers
as the Board of Directors or the Chief Executive Officer shall designate from time to time.
(g) Duties
of Treasurer. The Chief Executive Officer may direct the Treasurer or any Assistant Treasurer, if any shall be appointed, or the Controller
or any Assistant Controller, if any shall be appointed 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, if any shall be appointed and each Controller
and Assistant Controller, if any shall be appointed 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 Chief Executive Officer shall designate from time to time.
(h) Duties
of Subordinate Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board
of Directors.
Section 4. 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 5. Resignations. Any officer
may resign at any time by giving notice in writing or by electronic transmission notice to the Board of Directors or to the Chief Executive
Officer 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 6. 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 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 1. 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 the Chief Financial Officer or
such person or persons as the Chief Financial Officer or 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 2. 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, if permitted by law, 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 Chief Executive Officer or the Chair
of the Board of Directors, if appointed.
ARTICLE VII
SHARES OF STOCK
Section 1. Form and Execution of Certificates.
The shares of the Corporation may be certificated or uncertificated, as provided under Delaware law. Every holder of stock of the Corporation
represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized
officers of the Corporation (it being understood that each of the Chair of the Board of Directors, if appointed, the Chief Executive Officer,
any vice-president, the Treasurer, any assistant treasurer, the Secretary and any assistant secretary shall be an authorized officer for
this purpose), certifying the number of shares owned by such holder in the Corporation. Certificates for the shares of stock of the Corporation
shall be in such form as is consistent with the Certificate of Incorporation and applicable law. 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 2. 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 3. 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 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 4. Fixing Record Dates. In
order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any
adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Board of Directors
may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days
prior to any other action. 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.
Section 5. 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 1. Execution of Other Securities.
All bonds, debentures and other corporate securities of the Corporation, if any, other than stock certificates (covered in Article VII,
Section 1), may be signed by the Chair of the Board of Directors, if appointed, the Chief Executive Officer, 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, the Chief Financial Officer, if appointed, the Treasurer, or such other
person as may be authorized by the Board of Directors; 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
Chief Financial Officer, the Treasurer or the Controller of the Corporation or such other person as may be authorized by the Board of
Directors, and 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 1. 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 capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.
Section 2. 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 1. Fiscal Year. The fiscal
year of the Corporation shall begin on the first day of July and shall end on the thirtieth day of June of each year.
ARTICLE XI
INDEMNIFICATION
Section 1. Indemnification.
(a) The
Corporation shall, to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but in the case of any
such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), indemnify any and all persons whom it shall have power to indemnify under
the DGCL from and against any and all of the expenses, liabilities or other matters referred to in or covered by the DGCL, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action
in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators of such person.
(b) The
Corporation shall indemnify 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 (other than an action by or in the right of the Corporation)
by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that the person’s conduct
was unlawful.
(c) The
Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was
a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’
fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and
except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem
proper.
(d) To
the extent that a present or former director, officer, employee or agent of the Corporation shall be successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in paragraphs (b) and (c) of this Section 1, or in defense of
any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably
incurred by such person in connection therewith.
(e) Any
indemnification under paragraphs (b) and (c) of this Section 1 (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee
or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in paragraphs (b) and
(c) of this Section 1. Such determination shall be made (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum or (2) by a committee of such directors designated by majority vote
of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (4) by the stockholders.
(f) Expenses
(including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in this Section 1. Such expenses (including attorneys’
fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.
(g) The
indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section 1 shall
not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity
and as to action in another capacity while holding such office.
(h) The
Board of Directors may authorize the Corporation to purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under this Section 1.
(i) For
purposes of this Section 1, references to “the Corporation” shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its directors, officers, 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 1 with respect to the resulting or surviving corporation as
the person would have with respect to such constituent corporation if its separate existence had continued.
(j) For
purposes of this Section 1, references to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the
request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes
duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants
or beneficiaries; and a person who acted in good faith and in a manner the 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 1.
(k) The
indemnification and advancement of expenses provided by, or granted pursuant to, this Section 1 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
(l) The
Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification
brought under this Section 1 or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court
of Chancery may summarily determine the Corporation’s obligation to advance expenses (including attorneys’ fees).
Section 2. 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, the Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his 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 any other applicable law.
Section 3. Amendments. Any repeal or
modification of this Bylaw 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.
ARTICLE XII
NOTICES
Section 1. Notices.
(a) Notice
to Stockholders. Written notice to stockholders of stockholder meetings shall be given as provided in Article III, Section 2
herein. 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 United States 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), or as provided
for in Article IV, Section 7 of these Bylaws. If such notice is not delivered personally, it 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.
ARTICLE XIII
AMENDMENTS
Section 1. Amendments. These Bylaws
may be altered, amended or repealed or new Bylaws may be adopted by the Board of Directors or by the stockholders only in accordance with
the provisions of the Certificate of Incorporation. The power to adopt, amend or repeal Bylaws conferred upon the Board of Directors by
the Certificate of Incorporation shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws as set forth
therein.
ARTICLE XIV
EXCLUSIVE FORUM SELECTION
Section 1. Exclusive Forum. Unless
the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative
action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by
any director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any
action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any
provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or Bylaws (as either may be
amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state court
located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district
court for the District of Delaware). If any action the subject matter of which is within the scope of the immediately preceding sentence
is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such
stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts in the State of Delaware
in connection with any action brought in any such court to enforce the provisions of the immediately preceding sentence and (ii) having
service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action
as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation
shall be deemed to have notice of and consented to this Article XIV. This provision is intended to benefit and may be enforced by
the Corporation, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional
or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of
the documents underlying such offering.
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