Form 8-K

8-K — Retension Pharmaceuticals, Inc.

Accession: 0001213900-26-109024

Filed: 2026-10-13

Period: 2026-10-09

CIK: 0002002988

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — ea0308462-8k_retension.htm (Primary)

EX-3.1 — AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RETENSION PHARMACEUTICALS, INC. (ea030846201ex3-1.htm)

EX-3.2 — AMENDED AND RESTATED BYLAWS OF RETENSION PHARMACEUTICALS, INC. (ea030846201ex3-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0308462-8k_retension.htm · Sequence: 1

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0002002988

2026-10-09

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 9, 2026

Retension

Pharmaceuticals, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-43503

93-2592788

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1104

West Broad Street #1029

Falls

Church, Virginia 22046

(Address

of principal executive offices)

Registrant’s

telephone number, including area code: (703) 940-9761

N/A

(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(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

RTSN

The Nasdaq Stock Market LLC

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 ☒

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.

Amendment

and Restatement of Certificate of Incorporation

previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-299024), of Retension Pharmaceuticals, Inc.

(the “Company”) and in connection with the closing of the Company’s initial public offering (the “IPO”)

on October 13, 2026, the Company filed its Third Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”)

with the Secretary of State of the State of Delaware on October 9, 2026. The Company’s board of directors (the “Board”)

and stockholders previously approved the Amended and Restated Certificate to be filed in connection with, and become effective immediately

prior to, the closing of the IPO.

Amendment

and Restatement of Bylaws

addition, the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the

Board and the Company’s stockholders, became effective immediately prior to the closing of the IPO on October 13, 2026.

The

foregoing descriptions of the Amended and Restated Certificate and Amended and Restated Bylaws are qualified in their entirety by reference

to the full text of the Amended and Restated Certificate and Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2 hereto,

respectively, and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

3.1

Amended and Restated Certificate of Incorporation of Retension Pharmaceuticals, Inc.

3.2

Amended and Restated Bylaws of Retension Pharmaceuticals, Inc.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Date: October 13, 2026

Retension Pharmaceuticals, Inc.

By:

/s/ Eric Keller

Name:

Eric Keller

Title:

Chief Executive Officer

EX-3.1 — AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RETENSION PHARMACEUTICALS, INC.

EX-3.1

Filename: ea030846201ex3-1.htm · Sequence: 2

Exhibit 3.1

THIRD

Amended and Restated

Certificate

of INCORPORATION

RETENSION PHARMACEUTICALS, INC.

Retension Pharmaceuticals,

Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

FIRST: The name of the

corporation is Retension Pharmaceuticals, Inc.

SECOND: The original

certificate of incorporation of the corporation was filed with the Secretary of State of the State of Delaware on July 26, 2023 and

most recently amended and restated pursuant to a Second Amended and Restated Certificate of Incorporation filed with the Secretary

of State of the State of Delaware on April 17, 2025 and amended pursuant to a Certificate of Amendment to the Second Amended and

Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on October 2, 2026 (as so amended,

the “Existing Certificate”).

THIRD: Pursuant to

Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”), this Amended and

Restated Certificate of Incorporation restates, integrates, and further amends the provisions of the Existing Certificate.

FOURTH: The Existing

Certificate shall be amended and restated to read in full as follows:

article

The name of the corporation

is Retension Pharmaceuticals, Inc. (the “Corporation”).

article

The address of the Corporation’s

registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, 19801 in the County of New Castle. The name of

its registered agent at such address is The Corporation Trust Company.

article

III

The purpose of the Corporation

is to engage in any lawful act or activity for which a corporation may be organized under the DGCL. The Corporation is to have a perpetual

existence.

article

A. Classes

of Stock. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is five hundred

million (500,000,000), of which (i) four hundred ninety million (490,000,000) shall be Common Stock, par value $0.0001 per share (the

“Common Stock”), and (ii) ten million (10,000,000) shall be Preferred Stock, par value of $0.0001 per share (the “Preferred

Stock”). Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of Common Stock

or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote

of the holders of a majority in voting power of the outstanding stock of the Corporation entitled to vote thereon irrespective of the

provisions of Section 242(b)(2) of the DGCL or any successor provision thereof, and no vote of the holders of any of the Common Stock

or Preferred Stock voting separately as a class shall be required therefor.

B. Preferred

Stock. Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation

(the “Board”) is hereby authorized to provide from time to time by resolution or resolutions for the creation and issuance,

out of the authorized and unissued shares of Preferred Stock, of one or more series of Preferred Stock by filing a certificate (a “Certificate

of Designation”) pursuant to the DGCL, setting forth such resolution and, with respect to each such series, establishing the

designation of such series and the number of shares to be included in such series and fixing the powers, including voting powers (full

or limited, or no voting power), preferences and relative, participating, optional or other special rights, and the qualifications, limitations

and restrictions thereof, of the shares of each such series, including without limitation thereof, dividend rights, conversion rights,

redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the fullest extent now

or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the

establishment of any series of Preferred Stock may, to the extent permitted by law, provide that such series shall be superior to, rank

equally with or be junior to the Preferred Stock of any other series. The powers, preferences and relative, participating, optional and

other special rights, and the qualifications, limitations or restrictions thereof, of each series of Preferred Stock may be different

from those of any and all other series at any time outstanding. Except as otherwise expressly provided in this Certificate of Incorporation

(including any Certificate of Designation relating to any series of Preferred Stock), no vote of the holders of shares of Preferred Stock

or Common Stock shall be a prerequisite to the issuance of any shares of any series of the Preferred Stock so authorized in accordance

with this Certificate of Incorporation. Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on

any amendment to this Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock)

that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled,

either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation

(including any Certificate of Designation relating to any series of Preferred Stock) or pursuant to the DGCL. Unless otherwise provided

in the Certificate of Designation establishing a series of Preferred Stock, the Board may, by resolution or resolutions, increase (but

not above the total number of authorized shares of the class) or decrease (but not below the number of shares of such series then outstanding)

the number of shares of such series and, if the number of shares of such series shall be so decreased, the shares constituting such decrease

shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

C. Common

Stock.

1. Relative

Rights of Preferred Stock and Common Stock. All preferences, voting powers, relative participating, optional, or other special rights

and privileges, and qualifications, limitations, or restrictions of the Common Stock are expressly made subject and subordinate to those

that may be fixed with respect to any shares of the Preferred Stock.

2. Voting

Rights. Each holder of record of Common Stock, as such, shall have one vote for each share of Common Stock which is outstanding in

his, her or its name on the books of the Corporation on all matters on which stockholders are entitled to vote generally. Except

as otherwise required by law, holders of any series of Preferred Stock shall be entitled to only such voting rights, if any, as shall

expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation relating to such series of

Preferred Stock).

3. Dividends.

Subject to the preferential rights of the Preferred Stock and except as otherwise required by law or this Certificate of Incorporation,

the holders of shares of Common Stock shall be entitled to receive dividends, when, as and if declared by the Board, out of the assets

of the Corporation which are by law available therefor.

article

A. Board

of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to

the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the bylaws of the Corporation

(the “Bylaws”), the directors are hereby empowered to exercise all such powers and do all such acts and things as may

be exercised or done by the Corporation.

B. Election

of Directors. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

C. Action

by Stockholders. Any action required or permitted to be taken by the Corporation’s stockholders may be effected only at a duly

called annual or special meeting of the Corporation’s stockholders and the power of stockholders to consent in writing without a

meeting is specifically denied.

D. Special

Meetings of Stockholders. Special meetings of stockholders of the Corporation may be called only by the Board acting pursuant to a

resolution adopted by a majority of the Whole Board or by the Chairman of the Board, or the Chief Executive Officer. For purposes of this

Certificate of Incorporation, the term “Whole Board” shall mean the total number of authorized directors whether or

not there exist any vacancies in previously authorized directorships.

E. Annual

Meeting of Stockholders. An annual meeting of stockholders, for the election of directors to succeed those whose terms expire and

for the transaction of such other business as may properly come before the meeting, shall be held at such date and time as the Board (or

its designees) shall fix.

article

A. Number

and Terms of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under

specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted

by a majority of the Whole Board. The directors, other than those who may be elected by the holders of any series of Preferred Stock under

specified circumstances, shall have a term of office that expires at each of the Corporation’s annual meeting of stockholders following

the effectiveness of the filing of this Certificate of Incorporation, with each director to hold office until his or her successor shall

have been duly elected and qualified.

B. Quorum.

A majority of the Whole Board shall constitute a quorum for all purposes at any meeting of the Board, and, except as otherwise expressly

required by law or by this Certificate of Incorporation, all matters shall be determined by the affirmative vote of a majority of the

directors present at any meeting at which a quorum is present.

C. Board

Vacancies. Unless otherwise required by law, and subject to the special rights of the holders of one or more series of Preferred Stock

to elect directors, any vacancy on the Board of Directors or newly created directorship may be filled only by a majority of the directors

then in office, though less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. Any director

appointed in accordance with the preceding sentence shall hold office until the expiration of the term of office of the director whom

such director has replaced or until such director’s successor is duly elected and qualified, subject, however, to prior death, resignation,

retirement, disqualification or removal from office. No decrease in the number of directors constituting the Board of Directors shall

shorten the term of any incumbent director.

D. Removal.

Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board, may be removed

from office at any time, with or without cause, but only by the affirmative vote of the holders of at least sixty-six and two-thirds percent

(66-2/3%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation then entitled to vote at an election

of directors, voting together as a single class.

article

VII

The Board is expressly authorized

to adopt, amend, or repeal the Bylaws. Any adoption, amendment, or repeal of the Bylaws by the Board shall require the affirmative vote

of a majority of the Whole Board. The stockholders shall also have power to adopt, amend, or repeal the Bylaws; provided, however, that,

in addition to any vote of the holders of any class or series of stock of the Corporation required by law, by this Certificate of Incorporation

or by any Preferred Stock Designation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the

voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as

a single class, shall be required to adopt, amend, or repeal any provision of the Bylaws.

article

VIII

A. Limitation

on Liability. To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended (including, but not limited

to Section 102(b)(7) of the DGCL), a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders

for monetary damages for breach of fiduciary duty as a director or officer, as applicable. If the DGCL hereafter is amended to authorize

corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or

officer, as applicable, of the Corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or

limited to the fullest extent permitted by the amended DGCL. Any repeal or modification of this paragraph by the stockholders of the Corporation

shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation

existing at the time of such repeal or modification.

B. Indemnification.

To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses

to) directors, officers, employees, and agents of the Corporation (and any other persons to which DGCL permits the Corporation to provide

indemnification) through Bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors, or otherwise.

C. Repeal

and Modification. Any repeal or modification of the foregoing provisions of this Article VIII shall not adversely affect any right

or protection existing hereunder immediately prior to such repeal or modification.

ARTICLE IX

A. Exclusive

Forum; Delaware Chancery Court. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of

Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state or federal court located within

the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or

proceeding brought in the name or right of the Corporation or on behalf of the Corporation, (ii) any action or proceeding asserting a

claim of breach of any fiduciary duty owed by any director, officer, employee, agent or stockholder of the Corporation to the Corporation

or to the Corporation’s stockholders, (iii) any action or proceeding arising or asserting a claim arising pursuant to any provision

of the DGCL, this Certificate of Incorporation, any Preferred Stock Designation or the Bylaws, (iv) any action to interpret, apply, enforce

or determine the validity of this Certificate of Incorporation or Bylaws, or (v) any action or proceeding asserting a claim governed by

the internal affairs doctrine. Furthermore, unless the Corporation consents in writing to the selection of an alternative forum, with

respect to claims that are not internal corporate claims (as such term is defined in Section 115(b) of the DGCL), stockholders, when acting

in their capacity as stockholders or in the right of the Corporation, shall bring any or all such claims only in the Court of Chancery

of the State of Delaware or the United States District Court for the District of Delaware, if such claims relate to the business of the

Corporation, the conduct of its affairs, or the rights or powers of the Corporation or its stockholders, directors or officers, subject

to such Court of Chancery of the State of Delaware or the United States District Court for the District of Delaware, as applicable, having

personal jurisdiction over the indispensable parties named as defendants therein.

If any action, the subject

matter of which is within the scope of this Section A of Article IX, is filed in a court other than a court located within the State of

Delaware (a “Foreign Action”) in the name of any stockholder, that stockholder shall be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought

in any such court to enforce this Section (an “Enforcement Action”), and (y) having service of process made upon such

stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder,

in each case, to the fullest extent permitted by law. To the fullest extent permitted by applicable law, any person or entity purchasing

or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to the

provisions of this Section A of Article IX.

B. Exclusive

Forum; Federal District Courts. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district

courts of the United States shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint

asserting a cause of action under the Securities Act of 1933. Notwithstanding anything herein to the contrary, this Section B of Article

IX shall not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or the rules and regulations under the Exchange Act, or any other claim for which the U.S. federal courts have exclusive

jurisdiction. To the fullest extent permitted by applicable law, any person or entity purchasing or otherwise acquiring or holding any

interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Section B of Article

IX.

C. Equitable

Relief. Failure to enforce the provisions contained in this Article IX would cause the Corporation irreparable harm, and the Corporation

shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions.

ARTICLE X

Notwithstanding any other

provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition

to any vote of the holders of any class or series of the stock of this Corporation required by law, by this Certificate of Incorporation

or by any Preferred Stock Designation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the

voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as

a single class, shall be required to amend in any respect or repeal this Article X or any of Articles V, VI, VII, VIII, or IX.

ARTICLE XI

The effective date of this

Third Amended and Restated Certificate of Incorporation shall be October 13, 2026.

[remainder of page intentionally

left blank]

IN WITNESS WHEREOF, the Corporation

has caused this amended and restated certificate to be duly executed as of this 9th day of October, 2026.

Retension Pharmaceuticals, Inc.

By:

/s/ Eric Keller

Eric Keller

Chief Executive Officer

EX-3.2 — AMENDED AND RESTATED BYLAWS OF RETENSION PHARMACEUTICALS, INC.

EX-3.2

Filename: ea030846201ex3-2.htm · Sequence: 3

Exhibit 3.2

BYLAWS OF

RETENSION PHARMACEUTICALS, INC.

Article I - Corporate Offices

1.1 Registered Office.

The address of the registered

office of Retension Pharmaceuticals, Inc. (the “Corporation”) in the State of Delaware, and the name of its registered

agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may be amended and/or

restated from time to time (the “Certificate of Incorporation”).

1.2 Other Offices.

The Corporation may have additional

offices at any place or places, within or outside the State of Delaware, as the Corporation’s board of directors (the “Board”)

may from time to time establish or as the business of the Corporation may require.

Article II - Meetings of Stockholders

2.1 Place of Meetings.

Meetings of stockholders shall

be held at such place, if any, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion,

determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication

as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence

of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive offices.

2.2 Annual Meeting.

The Board shall designate

the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business properly brought

before the meeting in accordance with Section 2.4 may be transacted. The Board may postpone, reschedule or cancel any annual meeting of

stockholders previously scheduled by the Board.

2.3 Special Meeting.

Special meetings of the stockholders

may be called only by such Persons and only in such manner as set forth in the Certificate of Incorporation. The Board may postpone, reschedule

or cancel any special meeting of stockholders previously scheduled by the Board.

No business may be transacted

at any special meeting of stockholders other than the business specified in the notice of such meeting.

2.4 Advance Notice Procedures for Business Brought before

a Meeting.

(i) At an annual meeting

of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought

before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of the Board, (b) if not

specified in a notice of meeting, otherwise brought before the meeting by the Board or the chairperson of the meeting, or (c) otherwise

properly brought before the meeting by a stockholder present in person who was a stockholder of record of the Corporation both at the

time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (2) is entitled to vote at the meeting and

(3) has complied with this Section 2.4. The foregoing clause (c) shall be the exclusive means for a stockholder to propose business to

be brought before an annual meeting of the stockholders. The only matters that may be brought before a special meeting are the matters

specified in the Corporation’s notice of meeting given by or at the direction of the Person calling the meeting pursuant to the

Certificate of Incorporation and Section 2.3 of these bylaws. For purposes of this Section 2.4 and Section 2.5 of these bylaws, “present

in person” shall mean that the stockholder proposing that the business be brought before the annual meeting of the Corporation,

or, if the proposing stockholder is not an individual, a qualified representative of such proposing stockholder, appear at such annual

meeting, and a “qualified representative” of such proposing stockholder shall be, if such proposing stockholder is (x) a general

or limited partnership, any general partner or Person who functions as a general partner of the general or limited partnership or who

controls the general or limited partnership, (y) a corporation or a limited liability company, any officer or Person who functions as

an officer of the corporation or limited liability company or any officer, director, general partner or Person who functions as an officer,

director or general partner of any entity ultimately in control of the corporation or limited liability company or (z) a trust, any trustee

of such trust. This Section 2.4 shall apply to any business that may be brought before an annual meeting of stockholders other than nominations

for election to the Board at an annual meeting, which shall be governed by Section 2.5 of these bylaws. Stockholders seeking to nominate

Persons for election to the Board must comply with Section 2.5 of these bylaws, and this Section 2.4 shall not be applicable to nominations

for election to the Board except as expressly provided in Section 2.5 of these bylaws.

(ii) Without qualification,

for business to be properly brought before an annual meeting by a stockholder, the stockholder must (a) provide Timely Notice (as defined

below) thereof in writing and in proper form to the secretary of the Corporation and (b) provide any updates or supplements to such notice

at the times and in the forms required by this Section 2.4. To be timely, a stockholder’s notice must be delivered to, or mailed

and received at, the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th)

day and not earlier than the close of business on the one hundred twentieth day (120th) day, in each case, 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 seventy (70) days after such anniversary date, or if no annual meeting was held in the preceding

year, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the close of business on the

ninetieth (90th) day prior to such annual meeting or, if later, on the tenth (10th) day following the day on which

public disclosure of the date of such annual meeting was first made (such notice within such time periods, “Timely Notice”).

In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend

any time period) for the giving of Timely Notice as described above.

(iii) To be in proper form

for purposes of this Section 2.4, a stockholder’s notice to the secretary shall set forth:

(a) 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); and (B) the number of shares of each class or series of stock 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 or any of its affiliates or associates (for purposes of these bylaws, as such terms are defined in Rule 12b-2 promulgated

under the Exchange Act), except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or

series of stock of the Corporation as to which such Proposing Person or any of its affiliates or associates has a right to acquire beneficial

ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses (A) and (B) are referred to as “Stockholder

Information”);

(b) As to each

Proposing Person, (A) the full notional amount of any securities that, directly or indirectly, underlie 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) (“Synthetic Equity Position”) and that is, directly or indirectly,

held or maintained by such Proposing Person with respect to any shares of any class or series of stock 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 (including, without limitation, any derivative, swap, hedge, repurchase or so-called

“stock borrowing” agreement or arrangement, the purpose or effect of which is to, directly or indirectly (a) give a Person

economic benefit and/or risk similar to ownership of shares of any class or series of capital stock of the Corporation, in whole or in

part, including due to the fact that such transaction, agreement or arrangement provides, directly or indirectly, the opportunity to profit

or avoid a loss from any increase or decrease in the value of any shares of any class or series of capital stock of the Corporation, (b)

mitigate loss to, reduce the economic risk of or manage the risk of share price changes for, any Person with respect to any shares of

any class or series of capital stock of the Corporation, (c) otherwise provide in any manner the opportunity to profit or avoid a loss

from any decrease in the value of any shares of any class or series of capital stock of the Corporation, or (d) increase or decrease the

voting power of any Person with respect to any shares of any class or series of capital stock of the Corporation) 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 deemed to hold or maintain

the notional amount of any securities that underlie a Synthetic Equity Position held by 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 performance-related fee (other than an asset-based fee) that such Proposing Person, directly

or indirectly, is entitled to based on any increase or decrease in the value of shares of any class or series of capital stock of the

Corporation or any Synthetic Equity Position, (C) any rights to dividends on the shares of any class or series of stock of the Corporation

owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (D) 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, (E) 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, (F) 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), (G) any proxy (other than a revocable

proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by

way of a solicitation statement filed on Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which such Proposing

Person has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the Corporation 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 (G) 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 bylaws on behalf of a beneficial owner;

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, if such business includes a proposal to amend these bylaws, the text of such 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 Person (including their names) in connection with the proposal of such business by such stockholder or in connection

with acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the Corporation, (D) identification

of the names and addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons to support such nominations

or other business proposal(s), and to the extent known, the class and number of all shares of the Corporation’s capital stock owned

of record or beneficially by such other stockholder(s) or other beneficial owner(s) and (E) 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 Section 2.4(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; and

(d) a statement

whether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, will deliver a proxy statement and form

of proxy to holders of at least the percentage of voting power of all of the shares of capital stock of the Corporation required under

applicable law to approve the business proposal.

(iv) For purposes of this

Section 2.4, the term “Proposing Person” shall mean (a) the stockholder providing the notice of business proposed

to be brought before an annual meeting, (b) 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, or (c) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction

3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.

(v) 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 2.4 shall be true and correct as of the record

date for notice of 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 notice of 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).

(vi) 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 2.4. The Board or a designated committee thereof shall have the power to determine whether business proposed

to be brought before the annual meeting was made in accordance with the provisions of these bylaws. If neither the Board nor such designated

committee makes a determination as to whether any nomination was made in accordance with the provisions of these bylaws, the chairperson

of the meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with

this Section 2.4, and if he or she should so determine, he or she shall so declare to the meeting. If the Board or a designated committee

thereof or the chairperson of the meeting, as applicable, determines that any stockholder proposal was not made in accordance with the

provisions of this Section 2.4, any such business not properly brought before the meeting shall not be transacted.

(vii) In addition to the

requirements of this Section 2.4 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 2.4 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 or the holders of any series of Preferred Stock (as defined in the Certificate of Incorporation).

(viii) 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 Sections 13, 14 or 15(d) of the Exchange Act.

2.5 Advance Notice Procedures for Nominations of Directors.

(i) Annual Meeting of

Stockholders. Nominations of any person for election to the Board (a) in the case of an annual meeting may be made at such meeting

only (1) by or at the direction of the Board, including by any committee or Persons authorized to do so by the Board or these bylaws,

or (2) by a stockholder present in person (as defined in Section 2.4) who (i) was a record owner of shares of the Corporation both at

the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (ii) is entitled to vote at the meeting

and (iii) has complied with this Section 2.5 as to such notice and nomination.

(a) The foregoing

clause (2) shall be the exclusive means for a stockholder to make any nomination of a Person or Persons for election to the Board at any

annual meeting of stockholders.

(b) Without qualification,

for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting pursuant to Section 2.5(i)(c),

the stockholder must (a) provide Timely Notice (as defined in Section 2.4(ii) of these bylaws) thereof in writing and in proper form to

the secretary of the Corporation, (b) provide the information, agreements and questionnaires with respect to such stockholder and its

candidate for nomination as required to be set forth by this Section 2.5, and (c) provide any updates or supplements to such notice at

the times and in the forms required by this Section 2.5. In no event shall any adjournment or postponement of an annual meeting or the

announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described

above. The number of nominees a Nominating Person may nominate for election at the annual meeting pursuant to Section 2.5(i)(c) of these

bylaws shall not exceed the number of directors to be elected at such annual meeting.

form for purposes of Section 2.5(i)(c), a stockholder’s notice to the secretary shall set forth:

(A) As to each

Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(iii)(a) of these bylaws) except that for

purposes of this Section 2.5, the term “Nominating Person” shall be substituted for the term “Proposing Person”

in all places it appears in Section 2.4(iii)(a);

(B) As to each

Nominating Person, any Disclosable Interests (as defined in Section 2.4(iii)(b), except that for purposes of this Section 2.5 the term

“Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(iii)(b)

and the disclosure with respect to the business to be brought before the meeting in Section 2.4(iii)(c) shall be made with respect to

nomination of each Person for election as a director at the meeting);

whether or not the Nominating Person will deliver a proxy statement and form of proxy to holders of at least 67% of voting power of all

of the shares of capital stock of the Corporation; and

(D) As to each

candidate whom a Nominating Person proposes to nominate for election as a director, (1) all information with respect to such candidate

for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 if such candidate for

nomination were a Nominating Person, (2) 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 proxy

statement as a nominee and to serving as a director if elected), (3) 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 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 (1) through (3) are referred to as “Nominee Information”), and (4) a completed and signed questionnaire, representation

and agreement as provided in Section 2.5(e).

(d) A stockholder

providing notice of any nomination proposed to be made at the applicable meeting of stockholders 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 2.5 shall be

true and correct as of the record date for notice of 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 notice of 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).

(e) To be eligible

to be a candidate for election as a director of the Corporation at the applicable meeting of stockholders, a candidate must be nominated

in the manner prescribed in this Section 2.5 and the candidate for nomination, whether nominated by the Board or by a stockholder of record,

must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on

behalf of the Board), to the secretary at the principal executive offices of the Corporation, (1) a completed written questionnaire (in

the form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence of such candidate

for nomination and (2) upon request of the Corporation, a written representation and agreement (in the form provided by the Corporation)

that such candidate for nomination (A) is not, and will not become a party to, any agreement, arrangement or understanding with any Person

other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director of the Corporation

that has not been disclosed therein, (B) understands his or her duties as a director under the DGCL and agrees to act in accordance with

those duties while serving as a director, (C) is not or will not become a party to any agreement, arrangement or understanding with, and

has not given any commitment or assurance to, any Person as to how such nominee, if elected as a director, will act or vote as a director

on any issue or question to be decided by the Board, in any case, to the extent that such arrangement, understanding, commitment or assurance

(i) could limit or interfere with his or her ability to comply, if elected as director of the Corporation, with his or her fiduciary duties

under applicable law or with policies and guidelines of the Corporation applicable to all directors or (ii) has not been disclosed to

the Corporation prior to or concurrently with the Nominating Person’s submission of the nomination, and (D) 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 all 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).

(f) The Board may

also require any proposed candidate for nomination as a Director to furnish such other information as may reasonably be requested by the

Board in writing prior to the applicable meeting of stockholders at which such candidate’s nomination is to be acted upon in order

for the Board to determine the eligibility of such candidate for nomination to be an independent director of the Corporation in accordance

with the Corporation’s Corporate Governance Guidelines, if any.

(ii) Special Meetings

of Stockholders. No business may be transacted at any special meeting of stockholders other than the business specified in the notice

of such meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors

are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board, including by any committee

or Persons authorized to do so by the Board or these bylaws or (2) provided that the Board (or, if applicable, a stockholder exercising

its right to call a special meeting) has determined that directors shall be elected at such meeting, by a stockholder present in person

(as defined in Section 2.4) who (i) was a record owner of shares of the Corporation both at the time of giving the notice provided for

in this Section 2.5 and at the time of the meeting, (ii) is entitled to vote at the meeting and (iii) has complied with this Section 2.5

as to such notice and nomination. The foregoing clause (2) shall be the exclusive means for a stockholder to make any nomination of a

Person or Persons for election to the Board at any special meeting of stockholders. In the event the Corporation calls a special meeting

of stockholders for the purpose of electing one or more directors to the Board, any such stockholder entitled to vote in such election

of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s

notice of meeting if the stockholder’s notice as required by and meeting the requirements of paragraphs (i)(b), (i)(c), (i)(d),

(i)(e) and (i)(f) of this Section 2.5 shall be delivered to the secretary of the Corporation at the principal executive offices of the

Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and

not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th)

day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the

Board to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof

commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(iii) General.

(a) For purposes

of this Section 2.5, the term “Nominating Person” shall mean (a) the stockholder providing the notice of the

nomination proposed to be made at the meeting, (b) 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 (c) any other participant in such solicitation.

(b) Notwithstanding

anything in these bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation

unless nominated and elected in accordance with this Section 2.5.

to the requirements of this Section 2.5 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.

(d) Notwithstanding

the foregoing provisions of this Section 2.5, unless otherwise required by law, if any Nominating Person giving notice provided by this

Section 2.5 provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (ii) subsequently fails to comply with the

requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, then the Corporation shall disregard any proxies

or votes solicited for the Nominating Person’s nominee(s). Upon request by the Corporation, 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

five (5) 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.

(e) No candidate

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 this Section 2.5, as applicable. The Board or a designated committee

thereof shall have the power to determine whether a nomination before the applicable meeting of stockholders was made in accordance with

the provisions of these bylaws. If neither the Board nor such designated committee makes a determination as to whether any nomination

was made in accordance with the provisions of these bylaws, the chairperson of the meeting shall, if the facts warrant, determine that

a nomination was not properly made in accordance with this Section 2.5, and if he or she should so determine, he or she shall so declare

such determination to the meeting; provided, however, that nothing herein shall limit the power and authority of the Board or such

designated committee to make any such determination in advance of such meeting. If the Board or a designated committee thereof or the

chairperson of the meeting, as applicable, determines that any nomination was not made in accordance with the provisions of this Section

2.5, 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.

2.6 Notice of Stockholders’ Meetings.

Unless otherwise provided

by law, the Certificate of Incorporation or these bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in

accordance with either Section 2.7 or Section 8.1 of these bylaws not less than ten (10) nor more than sixty (60) days before the date

of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the

meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and

vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.7 Manner of Giving Notice; Affidavit of Notice.

Notice of any meeting of stockholders shall be deemed given:

(i) if mailed, when deposited

in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the Corporation’s

records;

(ii) if delivered by courier

service, at the earlier of when the notice is received or left at such stockholder’s address; or

(iii) if electronically transmitted

as provided in Section 8.1 of these bylaws.

An affidavit of the secretary

or an assistant secretary of the Corporation or of the transfer agent or any other agent of the Corporation that the notice has been given

shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

2.8 Quorum.

Unless otherwise provided

by law, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of the stock issued and outstanding

and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum

for the transaction of business at all meetings of the stockholders. If, however, a quorum is not present or represented at any meeting

of the stockholders, then either (i) the chairperson of the meeting or (ii) a majority in voting power of the stockholders entitled to

vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to adjourn

the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented.

2.9 Adjourned Meeting; Notice.

When a meeting is adjourned

to another time or place, if any, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means

of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned

meeting are announced at the meeting at which the adjournment is taken. At any adjourned meeting, the Corporation may transact any business

which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned

meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination

of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders

entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote

at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed

for notice of such adjourned meeting.

2.10 Conduct of Business.

The date and time of the opening

and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the

chairperson of the meeting. The Board or the chairperson of the meeting may adopt by resolution such rules and regulations for the conduct

of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted

by the Board, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or no reason)

to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment

of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by

the Board or prescribed by the chairperson of the meeting, may include, without limitation, the following: (i) the establishment of an

agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present;

(iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized

and constituted proxies or such other Persons as the chairperson of the meeting shall determine; (iv) restrictions on entry to the meeting

after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants.

Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders shall not be required to

be held in accordance with the rules of parliamentary procedure.

2.11 Voting.

Except as may be otherwise

provided in the Certificate of Incorporation, these bylaws or the DGCL, each stockholder shall be entitled to one (1) vote for each share

of capital stock held by such stockholder.

Except as otherwise provided

by the Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum is present, for the election

of directors, a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise provided by the Certificate of

Incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law, or pursuant

to any regulation applicable to the Corporation or its securities, each other matter presented to the stockholders at a duly called or

convened meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority of the votes cast

(excluding abstentions and broker non-votes) on such matters, unless the matter is one upon which, by express provision of the statutes,

of the rules and regulations of any stock exchange applicable to the Corporation, of any regulation applicable to the Corporation

or its securities, of the Certificate of Incorporation, or of these bylaws, a different vote is required, in which case such express provision

shall govern and control the decision on such matter.

2.12 Record Date for Stockholder Meetings and Other Purposes.

In order that the Corporation

may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record

date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which

record date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. If the Board so fixes

a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines,

at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of

stockholders shall be the close of business on the next day preceding the day on which notice is first given, or, if notice is waived,

at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled

to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the

Board may fix a new record date for the adjourned meeting; and in such case shall also fix as the record date for stockholders entitled

to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance

herewith at the adjourned meeting.

If stockholder action by consent

in lieu of a meeting is not prohibited by the Certificate of Incorporation, in order that the Corporation may determine the stockholders

entitled to express consent to corporate action in lieu of a meeting, the Board may fix a record date, which record date shall not precede

the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten (10)

days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders

entitled to express consent to corporate action in lieu of a meeting is fixed by the Board, (i) when no prior action of the Board is required

by law, the record date for such purpose shall be the first date on which a signed consent setting forth the action taken or proposed

to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by law,

the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior

action.

In order that the Corporation

may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders

entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, or for the purposes of any other lawful

action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date

is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record

date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution

relating thereto.

2.13 Proxies.

Each stockholder entitled

to vote at a meeting of stockholders may authorize another Person or Persons to act for such stockholder by proxy authorized by an instrument

in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but, no such proxy

shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy

shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law

to support an irrevocable power. The authorization of a Person to act as a proxy may be documented, signed and delivered in accordance

with Section 116 of the DGCL, provided that such authorization shall set forth, or be delivered with information enabling the Corporation

to determine, the identity of the stockholder granting such authorization.

2.14 List of Stockholders Entitled to Vote.

The Corporation shall prepare,

at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided,

however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting,

the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order,

and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall

not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to

the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting:

(i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with

the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive offices. In the event

that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure

that such information is available only to stockholders of the Corporation. Such list shall presumptively determine the identity of the

stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock

ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section

2.14 or to vote in Person or by proxy at any meeting of stockholders.

2.15 Inspectors of Election.

Before any meeting of stockholders,

the Corporation shall appoint an inspector or inspectors of election to act at the meeting or its adjournment and make a written report

thereof. The Corporation may designate one or more Persons as alternate inspectors to replace any inspector who fails to act. If any Person

appointed as inspector or any alternate fails to appear or fails or refuses to act, then the chairperson of the meeting shall appoint

a Person to fill that vacancy.

Such inspectors shall:

(i) determine the number

of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity of any proxies and

ballots;

(ii) count all votes or ballots;

(iii) count and tabulate

all votes;

(iv) determine and retain

for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and

(v) certify its or their

determination of the number of shares represented at the meeting and its or their count of all votes and ballots.

Each inspector, before entering

upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspection with strict

impartiality and according to the best of such inspector’s ability. Any report or certificate made by the inspectors of election

is prima facie evidence of the facts stated therein. The inspectors of election may appoint such Persons to assist them in performing

their duties as they determine. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of

the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office

at an election may serve as an inspector at such election.

2.16 Virtual Meeting.

The Board may, in its sole

discretion, determine that stockholder meetings shall not be held at any place, but may instead be held solely by means of remote communication

in accordance with Section 211(a)(2) of the DGCL. If authorized by the Board in its sole discretion, and subject to such guidelines and

procedures as the Board may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of

remote communication (i) participate in a meeting of stockholders; and (ii) be deemed present in person and vote at a meeting of stockholders

whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (a) the Corporation

shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote

communication is a stockholder or proxy holder; (b) the Corporation shall implement reasonable measures to provide such stockholders and

proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an

opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (c) if any stockholder

or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall

be maintained by the Corporation.

2.17 Delivery to the Corporation.

Whenever this Article II requires

one or more Persons (including a record or beneficial owner of stock) to deliver a document or information to the Corporation or any officer,

employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), unless

the Corporation otherwise provides, such document or information shall be in writing exclusively (and not in an electronic transmission)

and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail,

return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so

delivered.

Article III – Directors

3.1 Powers.

Except as otherwise provided

by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction

of the Board.

3.2 Number of Directors.

Subject to the Certificate

of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution of the Board.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of

office expires.

3.3 Election, Qualification and Term of Office of Directors.

Except as provided in the

Certificate of Incorporation, each director shall hold office until the expiration of the term of the class, if any, for which elected

and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification,

or removal. Directors need not be stockholders. The Certificate of Incorporation or these bylaws may prescribe qualifications for directors.

3.4 Resignation and Vacancies.

Unless otherwise required

by law or the Certificate of Incorporation, vacancies arising through death, resignation, removal, an increase in the number of directors

or otherwise may be filled only by a majority of the directors then in office, though less than a quorum, or by a sole remaining director,

and the directors so chosen shall hold office until the expiration of the term of office of the director whom such director has replaced

or until such director’s successor is duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification

or removal from office.

3.5 Place of Meetings; Meetings by Telephone.

The Board may hold meetings,

both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted

by the Certificate of Incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in

a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons

participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall constitute presence

in person at the meeting.

3.6 Regular Meetings.

Regular meetings of the Board may be held without

notice at such time and at such place as shall from time to time be determined by the Board.

3.7 Special Meetings; Notice.

Special meetings of the Board

for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the

secretary or a majority of the total number of directors constituting the Board.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand or by courier;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile or

electronic mail; or

(iv) sent by other means

of electronic transmission,

directed to each director at that director’s

address, facsimile number or electronic mail address, or other address for electronic transmission, as the case may be, as shown on the

Corporation’s records.

If the notice is (i) delivered

personally by hand or by courier, (ii) sent by facsimile or electronic mail, or (iii) sent by other means of electronic transmission,

it shall be delivered or sent at least twelve (12) hours before the time of the holding of the meeting. If the notice is sent by mail,

it shall be deposited in the mail at least one (1) day before the time of the holding of the meeting. The notice need not specify the

place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting.

3.8 Quorum.

Unless otherwise provided

by the Certificate of Incorporation, a majority of the total number of directors then in office shall constitute a quorum for the transaction

of business at all meetings of the Board. The vote of a majority of the directors present at any meeting at which a quorum is present

shall be the act of the Board, except as may be otherwise specifically provided by the DGCL, the Certificate of Incorporation or these

bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to

time, without notice other than announcement at the meeting, until a quorum is present.

3.9 Action by Unanimous Consent Without a 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, or of any

committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing

or by electronic transmission and any consent may be documented, signed and delivered in any manner permitted by Section 116 of the DGCL.

After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board or committee,

as applicable, and 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.

3.10 Fees and Compensation of Directors.

Unless otherwise restricted

by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement

of expenses, of directors for services to the Corporation in any capacity.

3.11 Removal.

Directors may be removed from

office only in the manner provided in the Certificate of Incorporation and applicable law.

3.12 Chairperson, Vice Chairperson.

The Board may appoint a chairperson

of the Board from its members, who shall have all the customary duties and responsibilities of such office. The chairperson may be (but

shall not be required to be) the chief executive officer or another executive officer of the Corporation. The Board also may appoint a

vice chairperson of the Board from its members and prescribe his or her powers and duties. The chairperson shall preside over all meetings

of the Board and of the Corporation’s stockholders and shall exercise such powers and perform such duties as shall be assigned to

or required of the chairperson of the Board from time to time by the Board or these Bylaws. If the chairperson is unable to so preside

over any meetings of the Board or the Corporation’s stockholders, or is absent, then the vice chairperson of the Board, if one is

appointed, shall preside over all meetings of the Board. If the chairperson of the Board, and the vice chairperson of the Board, if one

is appointed, are unable to preside or are absent, the Board shall designate an alternate representative to preside over a meeting of

the Board.

Article IV - Committees

4.1 Committees of Directors.

The Board may designate one

(1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one

(1) 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 such member or members constitute a quorum, may unanimously appoint another member of the Board to act at

the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the

Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and

affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such

committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly

required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.

4.2 Committee Minutes.

Each committee shall keep

regular minutes of its meetings and report the same to the Board when required.

4.3 Meetings and Actions of Committees.

Meetings and actions of committees

shall be governed by, and held and taken in accordance with, the provisions of:

(i) Section 3.5 (place of meetings and meetings

by telephone);

(ii) Section 3.6 (regular meetings);

(iii) Section 3.7 (special meetings and notice);

(iv) Section 3.9 (action by unanimous consent

without a meeting);

(v) Section 3.12 (chairperson, vice chairperson);

and

(vi) Section 7.11 (waiver of notice),

with such changes in the context of those bylaws

as are necessary to substitute the committee and its members for the Board and its members. However:

(i) the time of regular meetings

of committees may be determined either by resolution of the Board or by resolution of the committee; and

(ii) special meetings of

committees may also be called by resolution of the Board or by the chairperson of the applicable committee.

A majority of the directors

then serving on a committee of the Board or on a subcommittee of a committee shall constitute a quorum for the transaction of business

by the committee or subcommittee, unless the Certificate of Incorporation or a resolution of the Board (or a resolution of the committee

that created the subcommittee) requires a greater or lesser number (provided that in no case shall a quorum be less than one-third of

the directors then serving on the committee or subcommittee). The vote of a majority of the members of the committee or subcommittee present

at any meeting at which a quorum is present shall be the act of such committee or subcommittee, unless the Certificate of Incorporation

or a resolution of the Board (or a resolution of the committee that created the subcommittee) requires a greater number. If a quorum is

not present at any meeting of the committee, then the directors present thereat may adjourn the meeting from time to time, without notice

other than announcement at the meeting, until a quorum is present.

The Board may adopt rules

for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.3,

provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.

Article V - Officers

5.1 Officers.

The officers of the Corporation

shall include a chief executive officer and a secretary. The Corporation may also have, at the discretion of the Board, a president, a

chief financial officer, a treasurer, one (1) or more vice presidents, one (1) or more assistant vice presidents, one (1) or more assistant

treasurers, one (1) or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of

these Bylaws. Any number of offices may be held by the same Person.

5.2 Appointment of Officers.

The Board shall appoint the

officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws.

In the event of the absence or disability of any officer, the Board may designate another officer to act temporarily in place of such

absent or disabled officer.

5.3 Subordinate Officers.

The Board may appoint, or

empower the chief executive officer or, in the absence of a chief executive officer, the president (where the president and chief executive

officer are not the same individual), to appoint, such other officers and agents as the business of the Corporation may require. Each

of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws

or as the Board or an authorized officer (as applicable), may from time to time determine.

5.4 Removal and Resignation of Officers.

Subject to the rights, if

any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board or, except

in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at

any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at

any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall

not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract

to which the officer is a party.

5.5 Vacancies in Offices.

Any vacancy occurring in any

office of the Corporation shall be filled by the Board or as provided in Sections 5.2 and 5.3, as applicable.

5.6 Representation of Securities of Other Entities.

The chairperson of the Board,

the chief executive officer, the president, any vice president, the treasurer, the secretary or assistant secretary of this Corporation,

or any other Person authorized by the Board, the chief executive officer, the president or a vice president, is authorized to vote, represent

and exercise on behalf of this Corporation all rights incident to any and all securities of any other entity standing in the name of this

Corporation. The authority granted herein may be exercised either by such Person directly or by any other Person authorized to do so by

proxy or power of attorney duly executed by such Person having the authority.

5.7 Tenure, Authority and Duties of Officers.

Except as provided in Section

5.3, all officers of the Corporation shall hold such office, have such authority and perform such duties in the management of the business

of the Corporation as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally

pertain to their respective offices, subject to the control of the Board.

Article VI - Records

A stock ledger consisting

of one or more records in which the names of all of the Corporation’s stockholders of record, the address and number of shares registered

in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded in accordance with Section

224 of the DGCL shall be administered by or on behalf of the Corporation. Any records administered by or on behalf of the Corporation

in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of,

or be in the form of, any information storage device, or method, or one or more electronic networks or databases (including one or more

distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within

a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders

specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156, 159, 217(a) and 218 of the DGCL,

and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code.

Each director and each member

of any committee designated by the Board shall, in the performance of his or her duties, be fully protected in relying in good faith upon

the books and records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any

of its officers, agents or employees, or committees of the Board so designated, or by any other Person as to matters which such director

or committee member reasonably believes are within such other Person’s professional or expert competence and that has been selected

with reasonable care by or on behalf of the Corporation.

Article VII - General Matters

7.1 Execution of Corporate Contracts and Instruments.

The Board may authorize any

officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation;

such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board 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.

7.2 Stock Certificates.

The shares of the Corporation

shall be represented by certificates or, if provided by the Board by resolution or resolutions, shall be uncertificated shares evidenced

by a book-entry system maintained by the registrar of such stock, or a combination of both. Certificates for the shares of stock, if any,

shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock represented by

a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two (2) officers authorized

to sign stock certificates representing the number of shares registered in certificate form. The chairperson or vice chairperson of the

Board, the president, vice president, the treasurer, any assistant treasurer, the secretary or any assistant secretary of the Corporation

shall be specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be electronic. In case

any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to

be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect

as if he or she were such officer, transfer agent or registrar at the date of issue.

7.3 Lost Certificates.

The Corporation may issue

a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost,

stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal

representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of

the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

7.4 Shares Without Certificates

The Corporation may adopt

a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates,

provided the use of such system by the Corporation is permitted in accordance with applicable law.

7.5 Dividends.

The Board, subject to any

restrictions contained in either (i) the DGCL or (ii) the Certificate of Incorporation, may declare and pay dividends upon the shares

of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.

The Board may set apart out

of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and

meeting contingencies.

7.6 Fiscal Year.

The fiscal year of the Corporation

shall be fixed by resolution of the Board and may be changed by the Board. Unless otherwise fixed by the Board, the fiscal year of the

Corporation shall consist of the twelve (12) month period ending on December 31.

7.7 Seal.

The Corporation may adopt

a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing

it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

7.8 Transfer of Stock.

Shares of the Corporation

shall be transferable in the manner prescribed by law and in these bylaws. Shares of stock of the Corporation shall be transferred on

the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon

surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate Person or Persons

(if such shares are represented by certificates) or by delivery of duly executed instructions (if such shares are uncertificated), with

such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably

require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any

purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the Persons from and

to whom it was transferred.

7.9 Stock Transfer Agreements.

The Corporation shall have

power to enter into and perform any agreement with any number of stockholders of any one or more classes or series 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.

7.10 Registered Stockholders.

The Corporation:

(i) shall be entitled to

recognize the exclusive right of a Person registered on its books as the owner of shares to receive dividends, subject to any restrictions

included in the DGCL or the Certificate of Incorporation, and to vote as such owner; and

(ii) shall not be bound to

recognize any equitable or other claim to or interest in such share or shares on the part of another Person, whether or not it shall have

express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

7.11 Waiver of Notice.

Whenever notice is required

to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver, signed by the Person

entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before or after the time of the event

for which notice is to be given, shall be deemed equivalent to notice. Attendance of a Person at a meeting shall constitute a waiver of

notice of such meeting, except when the Person attends a meeting for the express purpose of objecting at the beginning of the meeting,

to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor

the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by

electronic transmission unless so required by the Certificate of Incorporation or these bylaws.

Article VIII - Notice by Electronic Transmission

8.1 Notice by Electronic Transmission.

Except as otherwise specifically

required in these bylaws or by applicable law, all notices required to be given pursuant to these bylaws may in every instance in connection

with any delivery to a member of the Board, be effectively given by hand delivery (including use of a delivery service), by depositing

such notice in the mail, postage prepaid, or by sending such notice by overnight express courier, facsimile, electronic mail or other

form of electronic transmission. Whenever, by applicable law, the Certificate of Incorporation or these bylaws, notice is required to

be given to any stockholder, such notice may be given in writing directed to such stockholder’s mailing address or by electronic

transmission directed to such stockholder’s electronic mail address, as applicable, as it appears on the records of the Corporation

or by such other form of electronic transmission consented to by the stockholder. A notice to a stockholder shall be deemed given as follows:

(a) if mailed, when the notice is deposited in the United States mail, postage prepaid, (b) if delivered by courier service, the earlier

of when the notice is received or left at such stockholder’s address, (c) if given by electronic mail, when directed to such stockholder’s

electronic mail address unless the stockholder has notified the corporation in writing or by electronic transmission of an objection to

receiving notice by electronic mail or such notice is prohibited by Section 232(e) of the DGCL, and (d) if given by a form of electronic

transmission (other than electronic mail) consented to by the stockholder to whom the notice is given, (i) if by facsimile transmission,

when directed to a number at which such stockholder has consented to receive notice, (ii) if by a posting on an electronic network together

with separate notice to the stockholder of such specified posting, upon the later of (A) such posting and (B) the giving of such separate

notice, and (iii) if by any other form of electronic transmission (other than electronic mail), when directed to such stockholder. A stockholder

may revoke such stockholder’s consent to receiving notice by means of electronic transmission by giving written notice or by electronic

transmission of such revocation to the Corporation. A notice may not be given by an electronic transmission from and after the time that

(x) the Corporation is unable to deliver by such electronic transmission two (2) consecutive notices and (y) such inability becomes known

to the secretary or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent

failure to discover such inability shall not invalidate any meeting or other action. Any notice given by electronic mail must include

a prominent legend that the communication is an important notice regarding the Corporation.

An affidavit of the secretary

or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by electronic mail

or by another form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

8.2 Definition of Electronic Transmission.

An “electronic transmission”

means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in,

one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record

that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient

through an automated process.

Article IX - Indemnification

9.1 Indemnification of Directors and Officers.

The Corporation shall indemnify

and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any person who was

or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative

or investigative (a “Proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal

representative, is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or

was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint

venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability, including

personal liability, and loss suffered and expenses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties

and amounts paid in settlement) reasonably incurred by such person in connection with any such Proceeding.

Subject to the requirements

in this Article IX and the DGCL, the Corporation shall not be obligated to indemnify any person pursuant to this Article IX in connection

with any Proceeding (or any part of any Proceeding):

(a) for which payment has actually been made to and received by or on behalf of such person under any statute,

insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(b) for an accounting or disgorgement of profits pursuant to Section 16(b) of the Exchange Act, or similar

provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement

arrangements);

compensation or of any profits realized by such person from the sale of securities of the Corporation, as required in each case under

the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304

of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the payment to the Corporation of profits arising from

the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable

therefor (including pursuant to any settlement arrangements), or any other remuneration paid to such person if it shall be determined

by a final judgment or other final adjudication that such remuneration was in violation of law;

(d) initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person

against the Corporation, any legal entity which it controls, any director or officer thereof or any third party, unless (i) the Board

has consented to the initiation of such Proceeding or part thereof, (ii) the Corporation provides the indemnification, in its sole discretion,

pursuant to the powers vested in the Corporation under applicable law (provided, however, that this 9.1 shall not apply to counterclaims

or affirmative defenses asserted by such person in an action brought against such person), (iii) otherwise required to be made under Section

9.4 or (iv) otherwise required by applicable law; or

(e) if prohibited by applicable law; provided, however, that if any provision or provisions of this

Article IX shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability

of the remaining provisions of this Article IX (including, without limitation, each portion of any paragraph or clause containing any

such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not

in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article IX (including, without

limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall

be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

9.2 Indemnification of Others.

The Corporation shall have

the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be

amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the

fact that he or she, or a person for whom he or she is the legal representative, is or was an 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 or of a partnership,

joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability

and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.

9.3 Prepayment of Expenses.

The Corporation shall, to

the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred by any current or former

officer, director, employee or agent of the Corporation in defending any Proceeding in advance of its final disposition; provided,

however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall

be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the

person is not entitled to be indemnified under this Article IX or otherwise.

9.4 Determination; Claim.

If a claim for indemnification

(following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty (60) days, or a claim for

advancement of expenses under this Article IX is not paid in full within thirty (30) days after a written claim therefor has been received

by the Corporation, the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful

in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any

such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment

of expenses under applicable law.

9.5 Non-Exclusivity of Rights.

The rights conferred on any

Person by this Article IX shall not be exclusive of any other rights which such Person may have or hereafter acquire under any statute,

provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

9.6 Insurance.

The Corporation may purchase

and maintain insurance on behalf of any Person who is or was a director, officer, employee or agent of the Corporation, or is or was serving

at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust

enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or

arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability

under the provisions of the DGCL.

9.7 Other Indemnification.

The Corporation’s obligation,

if any, to indemnify or advance expenses to any Person who was or is serving at its request as a director, officer, employee or agent

of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such Person

may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or

non-profit enterprise.

9.8 Continuation of Indemnification.

Subject to the terms of any

provision of the Certificate or agreement between the Corporation and any director, officer, employee or agent respecting indemnification

and advancement of expenses, the rights to indemnification and to prepayment of expenses provided by, or granted pursuant to, this Article

IX shall continue notwithstanding that the Person has ceased to be a director, officer, employee or agent of the Corporation and shall

inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such Person.

9.9 Amendment or Repeal; Interpretation.

Any repeal or modification

of this Article IX shall not adversely affect any right or protection (i) hereunder of any Person in respect of any act or omission occurring

prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses

to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

Any reference to an officer

of the Corporation in this Article IX shall be deemed to refer exclusively to a chief executive officer, a chief financial officer, a

secretary or a treasurer appointed pursuant to Article V of these bylaws, and to any president, vice president, assistant secretary, assistant

treasurer, or other officer of the Corporation appointed by (x) the Board pursuant to Article V of these bylaws or (y) an officer to whom

the Board has delegated the power to appoint officers pursuant to Article V of these bylaws, and any reference to an officer of any other

corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer

appointed by the board of directors (or equivalent governing body) of such other entity pursuant to the certificate of incorporation and

bylaws (or equivalent organizational documents) of such other corporation, partnership, joint venture, trust, employee benefit plan or

other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership,

joint venture, trust, employee benefit plan or other enterprise has been given or has used the title of “vice president” or

any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other

corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted

as, or being deemed to be, an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit

plan or other enterprise for purposes of this Article IX.

Article X - Definitions

As used in these Bylaws, unless the context otherwise requires,

the term:

“Affiliate”

means, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common

control with, such Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,”

“controlled by” and “under common control with”), as applied to any Person, means the possession, directly or

indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership

of voting securities, by contract or otherwise.

“Person”

means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock

company, trust, unincorporated organization or other entity, whether domestic or foreign.

Article XI – Amendment

If provided in the Certificate

of Incorporation and subject to the provisions set forth therein, the Board shall have the power to adopt, amend and repeal from time

to time the bylaws of the Corporation, subject to the right of the stockholders entitled to vote with respect thereto to amend or repeal

such bylaws as adopted or amended by the Board of Directors. The provisions of this Article XI are subject to any provisions requiring

a greater vote that are set forth in the Certificate of Incorporation.

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