Form 8-K

8-K — SkyWater Technology, Inc

Accession: 0001193125-26-327137

Filed: 2026-07-31

Period: 2026-07-31

CIK: 0001819974

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

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

Item: Financial Statements and Exhibits

Documents

8-K — d49031d8k.htm (Primary)

EX-3.1 (d49031dex31.htm)

EX-3.2 (d49031dex32.htm)

EX-3.3 (d49031dex33.htm)

EX-3.4 (d49031dex34.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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8-K

SkyWater Technology, Inc 0001819974 false --12-29 0001819974 2026-07-31 2026-07-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2026

SkyWater Technology, LLC*

(Exact name of registrant as specified in its charter)

Delaware

001-40345

85-2992192

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2401 East 86th Street

Bloomington, Minnesota

55425

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (952) 851-5200

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 Exchange Act:

Title of Each Class

Trading

Symbol

Name of Each Exchange

on Which Registered

Common stock, par value $0.01 per share

SKYT

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 ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

In connection with the completion of the transactions to which this Current Report on Form 8-K relates, the Registrant merged with and into SkyWater Technology, LLC (formerly known as Iris Merger Subsidiary 2 LLC), with SkyWater Technology, LLC surviving the merger.

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of January 25, 2026 (the “Merger Agreement”), by and among SkyWater Technology, Inc., a Delaware corporation (the “Company” or “SkyWater”), IonQ, Inc., a Delaware corporation (“Parent” or “IonQ”), Iris Merger Subsidiary 1 Inc., a Delaware corporation and a wholly-owned subsidiary of IonQ (“Merger Subsidiary 1”), and Iris Merger Subsidiary 2 LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Subsidiary 2” and together with Merger Subsidiary 1, the “Merger Subsidiaries”).

On July 31, 2026 (the “Closing Date”), pursuant to the Merger Agreement, (i) Merger Subsidiary 1 merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “First Merger”), and (ii) immediately following the effective time of the First Merger (the “Effective Time”), the Company, as the surviving entity of the First Merger, merged with and into Merger Subsidiary 2 (the “Surviving Company”), which survived the merger as a wholly-owned subsidiary of Parent under the name SkyWater Technology, LLC (together with the First Merger, the “Mergers”).

Item 1.02

Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Effective as of the Closing Date, the Company repaid all amounts required to be paid to discharge the Company’s existing revolving credit facility under its Amended and Restated Loan and Security Agreement, dated as of June 30, 2025, as amended through the Closing Date, among the Company, the subsidiary borrowers named therein, Siena Lending Group LLC, as agent, and the lenders named therein (collectively, the “Loan Agreement”), and terminated the Loan Agreement. No material early termination penalties were incurred by the Company in connection with the termination of the Loan Agreement.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

In connection with the Mergers, at the Effective Time, each share of SkyWater common stock, par value $0.01 per share (the “Common Stock”), that was issued and outstanding immediately prior to the Effective Time of the First Merger (other than any shares of Common Stock (x) owned by Parent, the Merger Subsidiaries, the Company or any of their direct or indirect wholly-owned subsidiaries or (y) for which the holder was entitled to demand and properly demanded appraisal of such shares of Common Stock pursuant to, and in compliance in all respects with, Section 262 of the Delaware General Corporation Law (the “DGCL”)) automatically converted into the right to receive (i) $15.00 in cash (the “Per Share Cash Consideration”) and (ii) 0.4883 shares of the common stock of IonQ, par value $0.0001 per share (together with the Per Share Cash Consideration, the “Merger Consideration”), plus cash in lieu of any fractional shares to which such share of Common Stock was otherwise entitled.

Additionally:

•

at the Effective Time, each outstanding option to purchase shares of Common Stock (each, a “SkyWater Option Award”) that was outstanding, whether vested or unvested, automatically converted into an option to purchase a number of shares of IonQ common stock determined by multiplying the number of shares of Common Stock subject to such SkyWater Option Award immediately prior to the Effective Time by 0.8546, and is otherwise subject to the same terms and conditions as applied immediately prior to the Effective Time;

•

at the Effective Time, each award of restricted stock units relating to shares of Common Stock held by a service provider other than a non-employee member of SkyWater’s board of directors (each, a “SkyWater Employee RSU Award”) that was outstanding, whether vested or unvested, automatically converted into a restricted stock unit award corresponding to a number of shares of IonQ common stock determined by multiplying the number of shares of Common Stock subject to such SkyWater Employee RSU Award immediately prior to the Effective Time by 0.8546, and is otherwise subject to the same terms and conditions (including any existing accelerated vesting provisions) as applied immediately prior to the Effective Time, with any related accrued but unpaid dividend equivalent rights carrying over and remaining payable in accordance with such preexisting terms; and

•

prior to the Effective Time, each award of restricted stock units relating to shares of Common Stock held by a non-employee member of SkyWater’s board of directors (each, a “SkyWater Director RSU Award”) that was outstanding, whether vested or unvested, automatically became fully vested and settled prior to the Effective Time, and any shares of Common Stock issued thereunder were treated in the same manner as all other shares of Common Stock at the Effective Time.

The description in this Current Report on Form 8-K of the Mergers and the Merger Agreement, and the other transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 26, 2026, which is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, the Company notified the Nasdaq Capital Market (“Nasdaq”) of the consummation of the Mergers and requested that Nasdaq file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Common Stock from Nasdaq and the deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following effectiveness of the Form 25, the Company intends to file with the SEC a certification and notice of termination of registration on Form 15 with respect to the Common Stock, requesting that the Common Stock be deregistered under Section 12(g) of the Exchange Act and that the reporting obligations of the Company with respect to the Common Stock under Sections 13(a) and 15(d) of the Exchange Act be suspended. Trading of the Common Stock on Nasdaq was halted prior to the opening of trading on the Closing Date.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

At the Effective Time, each holder of shares of Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company, other than the right to receive the Merger Consideration as set forth in the Merger Agreement.

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As a result of the Mergers, Parent acquired control of the Company. At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than excluded shares and shares for which appraisal was properly demanded, as described in Item 2.01 above) was cancelled and converted into the right to receive the Merger Consideration. Following the consummation of the Mergers, the Surviving Company is a wholly-owned subsidiary of Parent, and Parent beneficially owns 100% of the equity interests of the Surviving Company.

As a result of the consummation of the Mergers, a change in control of the Company occurred because the Company merged with and into the Surviving Company, which is a wholly-owned subsidiary of Parent.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

Pursuant to the terms of the Merger Agreement, effective at the Effective Time, each of Timothy E. Baxter, Edward M. Daly, Nancy Fares, Dennis J. Goetz, Joseph J. Humke, Andrew D. C. LaFrence, Tammy J. Miller and Loren A. Unterseher resigned as directors of the Company. These departures were not a result of any disagreement between the Company and any of the departing directors on any matter relating to the Company’s operations, policies or practices.

Item 5.03

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

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, (i) the Company’s Certificate of Incorporation as in effect immediately prior to the Effective Time was amended and restated in its entirety to be the certificate of incorporation of Merger Subsidiary 1 as in effect immediately prior to the Effective Time (with all references to Merger Subsidiary 1 therein automatically deemed to refer to the Company) and (ii) the Company’s Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be the bylaws of Merger Subsidiary 1 as in effect immediately prior to the Effective Time (with all references to Merger Subsidiary 1 therein automatically deemed to refer to the Company).

Thereafter, at the Second Effective Time, the certificate of formation and the limited liability company agreement of Merger Subsidiary 2, each as in effect immediately prior to the Second Effective Time, became the certificate of formation and the limited liability company agreement of the Surviving Company.

Copies of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and the Surviving Company’s Certificate of Formation and Limited Liability Company Agreement are filed as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively, hereto and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

EXHIBIT INDEX

Exhibit No.

Description

2.1

Agreement and Plan of Merger, dated as of January 25, 2026, among IonQ, Inc., Iris Merger Subsidiary 1 Inc., Iris Merger Subsidiary 2 LLC and SkyWater Technology, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of SkyWater Technology, Inc. filed on January 26, 2026).

3.1

Amended and Restated Certificate of Incorporation of SkyWater Technology, Inc.

3.2

Amended and Restated Bylaws of SkyWater Technology, Inc.

3.3

Certificate of Formation of SkyWater Technology, LLC (f/k/a Iris Merger Subsidiary 2 LLC), as amended.

3.4

Limited Liability Company Agreement of SkyWater Technology, LLC (f/k/a Iris Merger Subsidiary 2 LLC), as amended.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SkyWater Technology, LLC

By:

/s/ Thomas J. Sonderman

Name:

Thomas J. Sonderman

Title:

Chief Executive Officer

Dated: July 31, 2026

EX-3.1

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF SKYWATER TECHNOLOGY, INC.

ARTICLE I

Name

The name of the corporation is SkyWater Technology, Inc. (the “Corporation”).

ARTICLE II

Address; Registered Office and Agent

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of

Wilmington, County of New Castle, State of Delaware 19801; and the name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

Capital Stock

The

total number of shares of all classes of stock that the Corporation shall have authority to issue is 1,000 shares, all of which shall be shares of Common Stock with the par value of $0.01 per share.

ARTICLE V

Board of

Directors

5.1 General. The business and affairs of the Corporation shall be managed by, or under the direction of, the

Board of Directors (the “Board”). Unless and except to the extent that the Bylaws of the Corporation (the “Bylaws”) shall so require, the election of directors need not be by written ballot.

5.2 Adoption, Amendment or Repeal of Bylaws. In furtherance and not in limitation of the powers conferred by the laws of the State of

Delaware, the Board is expressly authorized to adopt, amend and repeal Bylaws, subject to the power of the stockholders of the Corporation to adopt, amend and repeal any Bylaws whether adopted by them or otherwise.

ARTICLE VI

Limitation of Liability

To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director or officer of the Corporation shall

be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. References in this ARTICLE VI to an “officer” shall mean a person who, at the time of an act

or omission as to which liability is asserted, falls within the meaning of the term “officer” as defined in Section 102(b)(7) of the DGCL. Any amendment or repeal of this ARTICLE VI shall not adversely affect any right or

protection of a director or officer of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment or repeal.

ARTICLE VII

Indemnification

the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which the DGCL permits the

Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, votes of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by

Section 145 of the DGCL.

Any amendment, repeal, or modification of the foregoing provisions of this ARTICLE VII shall not

(a) adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification or (b) increase the liability of any director of the Corporation with

respect to any acts or omissions of such director, officer or agent occurring prior to such amendment, repeal or modification.

ARTICLE

VIII

Certificate Amendments

The Corporation reserves the right at any time, and from time to time, to amend or repeal and/or eliminate any provision contained in this

Certificate of Incorporation, and add other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature

conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation (as amended) are granted subject to the rights reserved in this ARTICLE VIII.

[Remainder of Page Intentionally Blank]

EX-3.2

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EX-3.2

Exhibit 3.2

SECOND AMENDED AND RESTATED BYLAWS

SKYWATER TECHNOLOGY,

INC.

ARTICLE 1. OFFICES

1.1 Registered Office.

The registered office of SkyWater Technology, Inc. (the “Corporation”) shall be located at such place in Delaware as the

Board of Directors of the Corporation (the “Board of Directors”) from time to time determines and sets forth in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”).

1.2 Other Offices.

The

Corporation may also have offices or branches at such other places as the Board of Directors from time to time determines or the business of the Corporation requires.

ARTICLE 2. MEETINGS OF STOCKHOLDERS

2.1 Time and Place.

All

meetings of the stockholders shall be held at such place, if any, and time as the Board of Directors determines.

2.2 Annual Meetings.

An annual meeting of stockholders shall be held on a date to be determined by the Board of Directors. At the annual meeting, the

stockholders shall elect directors and transact such other business as is properly brought before the meeting. If the annual meeting is not held on its designated date, the Board of Directors shall cause it to be held as soon thereafter as

convenient.

2.3 Special Meetings.

Special meetings of the stockholders, for any purpose, (a) may be called by the Corporation’s chief executive officer or the Board

of Directors, and (b) shall be called by the President or Secretary upon written request (stating the purpose for which the meeting is to be called) of the holders of a majority of all the shares entitled to vote at the meeting. Business

transacted at any special meeting of the stockholders shall be limited to the purposes stated in the Corporation’s notice of the meeting.

2.4 Notice of Meetings.

Written notice or notice by electronic transmission of each stockholders’ meeting, stating the place, if any, date and time of the

meeting and, in the case of a special meeting, the purposes for which the meeting is called, shall be given (in the manner described in Section 5.1 below) not less than 10 nor more than 60 days before the date of the

meeting to each stockholder of record entitled to vote at the meeting, or such other period as required by applicable law. If a stockholder or proxy holder may be present and vote at the meeting by remote communication, the means of remote

communication allowed shall be included in the notice. Notice of adjourned meetings is governed by Section 2.6 below.

2.5 List of Stockholders.

The officer or agent who has charge of the stock transfer books for shares of the Corporation shall make and certify a complete list of the

stockholders entitled to vote at a stockholders’ meeting or any adjourned stockholders’ meeting. The list shall be arranged alphabetically within each class and series and shall show the address of, and the number of shares held by, each

stockholder. Such list may be examined by any stockholder, at the stockholder’s expense, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting, during ordinary business hours at the principal place of

business of the Corporation or on a reasonably accessible electronic network or other electronic means as permitted by applicable law. If the meeting is to be held at a place, the list shall be produced at the time and place, if any, of the

meeting and may be inspected by any stockholder during the entire meeting. If the meeting is held solely by means of remote communication, then the list shall be open to the examination of any stockholder during the entire meeting by posting the

list on a reasonably accessible electronic network and the information required to access the list shall be provided with the notice of the meeting.

2.6 Quorum; Adjournment.

At all stockholders’ meetings, the stockholders present in person or represented by proxy who, as of the record date for the meeting,

were holders of shares entitled to cast a majority of the votes at the meeting, shall constitute a quorum. Once a quorum is present at a meeting, all stockholders present in person or represented by proxy at the meeting may continue to do business

until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Regardless of whether a quorum is present, a stockholders’ meeting may be adjourned to another time and place, if any, by a vote of the

shares present in person or by proxy without notice if the time and place, if any, to which the meeting is adjourned are announced at the meeting at which adjournment is taken; provided, that (a) at the adjourned meeting, only business that

might have been transacted at the original meeting may be transacted if a notice of the adjourned meeting is not given, (b) if the adjournment is for more than 30 days or if after the adjournment the Board of Directors fixes a new record date

for the adjourned meeting, a notice of the adjourned meeting must be given to each stockholder of record on the record date entitled to vote at the meeting, and (c) a stockholder or proxy holder may be present and vote at the adjourned meeting

by a means of remote communication if he or she was permitted to be present and vote by that means of remote communication in the original meeting notice.

2.7 Voting.

Each

stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share having voting power held by such stockholder and on each matter submitted to a vote. A vote may be cast orally, in writing or by

electronic transmission. When an action, other than the election of directors, is to be taken by vote of the stockholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote on such action, except as

otherwise provided pursuant to a stockholders’ agreement among the stockholders. Directors shall be elected by a plurality of the votes cast at any election.

2.8 Proxies.

A stockholder entitled to vote at a meeting of stockholders or to express consent or dissent without a meeting may authorize other persons to

act for him or her by proxy. Each proxy shall be in writing and signed by the stockholder or the stockholder’s authorized agent or representative or shall be in another form permitted by the General Corporation Law of the State of Delaware

(the “DGCL”). A proxy is not valid after the expiration of three years from its date unless otherwise provided in the proxy.

2.9 Questions Concerning Elections.

The Board of Directors may, in advance of the meeting, or the presiding officer may, at the meeting, appoint one or more inspectors to act at

a stockholders’ meeting or any adjournment thereof. If appointed, the inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and

effect of proxies, and shall receive votes, ballots or consents, hear and determine challenges and questions arising in connection with the right to vote, count and tabulate votes, ballots or consents, determine the result, and do such acts as are

proper to conduct the election or vote with fairness to all stockholders.

2.10 Conduct of Stockholders’ Meetings; Closing of

Polls.

The Chairperson of the Board of Directors, or if there is none, the President, shall determine the order of business and

shall have the authority to establish rules for the conduct of the meeting. Any rules adopted for, and the conduct of, the meeting shall be fair to stockholders. The Chairperson of the Board of Directors, or if there is none, the President, shall

announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall close upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes nor any revocations or changes

to ballots, proxies, or votes may be accepted.

2.11 Remote Communication Attendance.

A stockholder may participate in a stockholders’ meeting by a conference telephone or by other means of remote communication through

which all persons participating in the meeting may communicate with the other participants, if the Board of Directors determines to permit such participation and (a) the means of remote communication allowed are included in the notice of the

meeting, or (b) if notice is waived or not required. All participants shall be advised of the means of remote communication and the names of the participants in the meeting shall be divulged to all participants. Participation in a meeting

pursuant to this Section 2.11 constitutes presence in person at such meeting. The Board of Directors may hold a meeting of stockholders conducted solely by means of remote communication. Subject to any guidelines and

procedures adopted by the Board of Directors, stockholders and proxy holders not physically present at a meeting of stockholders may participate in the meeting by means or remote communication and are considered present in person and may vote at the

meeting if all of the following are met: (a) the Corporation implements

reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (b) the Corporation

implements reasonable measures to provide each stockholder and proxy holder 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 the proceedings, (c) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action is maintained by the Corporation,

and (d) the Board of Directors determines to permit such participation and (1) the means of remote communication allowed are included in the notice of the meeting, or (2) notice is waived or not required.

2.12 Action by Consent.

To the extent permitted by the Certificate of Incorporation or applicable law, any action required or permitted to be taken at any

stockholders’ meeting may be taken without a meeting, prior notice and a vote, by consent of stockholders in writing or by electronic transmission.

ARTICLE 3. DIRECTORS

3.1

Number and Residence.

The business and affairs of the Corporation shall be managed by or under the direction of a Board of

Directors consisting of one or more members. The number of directors shall be determined from time to time by the Board of Directors. Directors need not be Delaware residents or stockholders of the Corporation.

3.2 Election and Term.

Except as provided in Section 3.5 below, directors shall be elected at the annual stockholders’ meeting. Each

director elected shall hold office for the term for which he or she is elected and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

3.3 Resignation.

director may resign by notice in writing or by electronic transmission to the Corporation. A director’s resignation is effective upon its receipt by the Corporation or a later time (including a time determined upon the happening of any

specified event) set forth in the notice of resignation.

3.4 Removal.

One or more directors may be removed, with or without cause, by vote of the holders of a majority of the shares entitled to vote.

3.5 Vacancies.

Vacancies, including vacancies resulting from an increase in the number of directors, may be filled by the Board of Directors, by the

affirmative vote of a majority of all the directors remaining in office, even if the directors remaining in office constitute less than a quorum, or by the stockholders. Each director so chosen shall hold office until the next annual election of

directors by the stockholders and until his or her successor is elected and qualified, or until his or her resignation or removal. When one or more directors shall resign, effective at a future time, a majority of the directors then in office,

including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

3.6 Place of Meetings.

The Board of Directors may hold meetings at any location. The location of annual and regular Board of Directors’ meetings shall be

determined by the Board and the location of special meetings shall be determined by the person calling the meeting.

3.7 Annual

Meetings.

Each newly elected Board of Directors may meet promptly after the annual stockholders’ meeting for the purposes of

electing officers and transacting such other business as may properly come before the meeting. No notice of the annual directors’ meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a

quorum is present.

3.8 Regular Meetings.

Regular meetings of the Board of Directors or Board committees may be held without notice at such places and times as the Board or committee

determines.

3.9 Special Meetings.

Special meetings of the Board of Directors may be called by a majority of the directors or the chief executive officer, and shall be called by

the President or Secretary upon the request of two directors in writing or by electronic transmission, on two days notice to each director or committee member by mail or 48 hours’ notice by any other means provided in

Section 5.1. The notice must specify the place, if any, date and time of the special meeting, but need not specify the business to be transacted at, nor the purpose of, the meeting. Special meetings of Board committees may

be called by the Chairperson of the committee or a majority of committee members pursuant to this Section 3.9.

3.10 Quorum.

At all

meetings of the Board or a Board committee, a majority of the directors then in office, or of members of such committee, constitutes a quorum for transaction of business, unless a higher number is otherwise required by the Certificate of

Incorporation, these Bylaws, any stockholders’ agreement or the Board resolution establishing such Board committee, and provided that in no case shall a quorum consist of less than one-third of the total

number of directors that the Corporation would have, or the applicable committee would have, if there were no vacancies on the Board or such committee, respectively. If a quorum is not present at any Board or Board committee meeting, a majority of

the directors present at the meeting may adjourn the meeting to another time and place without notice other than announcement at the meeting. Any business may be transacted at the adjourned meeting which might have been transacted at the original

meeting, provided a quorum is present.

3.11 Voting.

The vote of a majority of the members present at any Board or Board committee meeting at which a quorum is present constitutes the action of

the Board of Directors or of the Board committee, unless a higher vote is otherwise required by the DGCL, the Certificate of Incorporation, these Bylaws, any stockholders’ agreement or the Board resolution establishing the Board committee.

3.12 Remote Communication Participation.

Members of the Board of Directors or any Board committee may participate in a Board or Board committee meeting by means of conference

telephone or other means of remote communication through which all persons participating in the meeting can communicate with the other participants. Participation in a meeting pursuant to this Section 3.12 constitutes

presence in person at the meeting.

3.13 Action by Consent.

Any action required or permitted to be taken under authorization voted at a Board or Board committee meeting may be taken without a meeting if

all members of the Board then in office or of the Board committee consent to the action in writing or by electronic transmission. Such consents shall be filed with the minutes of the proceedings of the Board or committee and shall have the same

effect as a vote of the Board or committee for all purposes.

3.14 Notice of Meetings.

Written notice of each meeting of the Board shall be mailed, postage prepaid, by the Secretary to each director entitled to vote thereat at

his or her post office address as it appears upon the books of the Corporation, not less than ten (10) nor more than sixty (60) days before the meeting. Each such notice shall state the place, day and hour at which the meeting is to be

held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof.

ARTICLE 4. OFFICERS

4.1 Officers and Agents.

The Board of Directors shall elect a President, a Secretary and a Treasurer, and may also elect and designate as officers a Chairperson of the

Board of Directors, a Vice Chairperson of the Board of Directors and one or more Executive Vice Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers. The Board of Directors may also from time to time

appoint, or delegate authority to the Corporation’s chief executive officer to appoint, such other officers and agents as it deems advisable. Any number of offices may be held by the same person, but an officer shall not execute, acknowledge

or verify an instrument in more than one capacity if the instrument is required by law to be executed, acknowledged or verified by two or more officers. An officer has such authority and shall perform such duties in the management of the Corporation

as provided in these Bylaws, or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws, and as generally pertain to their offices, subject to the control of the Board of Directors.

4.2 Compensation.

The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

4.3 Term.

Each officer

of the Corporation shall hold office for the term for which he or she is elected or appointed and until his or her successor is elected or appointed and qualified, or until his or her earlier resignation or removal. The election or appointment of an

officer does not, by itself, create contract rights.

4.4 Removal.

An officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. The removal of an

officer shall be without prejudice to his or her contract rights, if any.

4.5 Resignation.

An officer may resign by notice in writing or by electronic transmission to the Corporation. The resignation is effective upon its receipt by

the Corporation or at a subsequent time (including a time determined upon the happening of any specified event) specified in the notice of resignation.

4.6 Vacancies.

Any

vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

4.7 Chairperson of the Board of

Directors.

The Chairperson of the Board of Directors, if such office is filled, shall be a director and shall preside at all

stockholders’ and Board of Directors’ meetings.

4.8 Chief Executive Officer.

The Chairperson of the Board of Directors, if any, or the President, as designated by the Board, shall be the chief executive officer of the

Corporation and shall have the general powers of supervision and management of the business and affairs of the Corporation usually vested in the chief executive officer of a corporation and shall see that all orders and resolutions of the Board of

Directors are carried into effect. If no designation of chief executive officer is made, or if there is no Chairperson of the Board of Directors, the President shall be the chief executive officer. The chief executive officer may delegate to the

other officers such of his or her authority and duties at such time and in such manner as he or she deems advisable.

4.9 President.

If the office of Chairperson of the Board of Directors is not filled, the President shall perform the duties and execute the authority of the

Chairperson of the Board of Directors. If the Chairperson of the Board of Directors is designated by the Board of Directors as the Corporation’s chief executive officer, the President shall be the chief operating officer of the Corporation,

shall assist the Chairperson of the Board of Directors in the supervision and management of the business and affairs of the Corporation and, in the absence of the Chairperson of the Board of Directors, shall preside at all stockholders’ and

Board of Directors’ meetings. The President may delegate to the officers other than the Chairperson of the Board of Directors, if any, such of his or her authority and duties at such time and in such manner as he or she deems appropriate.

4.10 Executive Vice Presidents and Vice Presidents.

The Executive Vice Presidents and Vice Presidents shall assist and act under the direction of the Corporation’s chief executive officer,

unless otherwise determined by the Board of Directors or the chief executive officer. The Board of Directors may designate one or more Executive Vice Presidents and may grant other Vice Presidents titles which describe their functions or specify

their order of seniority. In the absence or disability of the President, the authority of the President shall descend to the Executive Vice Presidents or, if there are none, to the Vice Presidents in the order of seniority indicated by their titles

or otherwise specified by the Board. If not specified by their titles or the Board, the authority of the President shall descend to the Executive Vice Presidents or, if there are none, to the Vice Presidents, in the order of their seniority in such

office.

4.11 Secretary.

The Secretary shall act under the direction of the Corporation’s chief executive officer and President. The Secretary shall attend all

stockholders’ and Board of Directors’ meetings, record minutes of the proceedings and maintain the minutes and all documents evidencing corporate action taken by consent of the stockholders and Board of Directors in the

Corporation’s minute books. The Secretary shall perform these duties for Board committees when required. The Secretary shall see to it that all notices of stockholders’ meetings and special Board of Directors’ meetings are duly

given in accordance with applicable law, the Certificate of Incorporation and these Bylaws. The Secretary shall have custody of the Corporation’s seal and, when authorized by the Corporation’s chief executive officer, President or the

Board of Directors, shall affix the seal to any instrument requiring it and attest such instrument.

4.12 Treasurer.

The Treasurer shall act under the direction of the Corporation’s chief executive officer and President. The Treasurer shall have custody

of the corporate funds and securities and shall keep full and accurate accounts of the Corporation’s assets, liabilities, receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other

valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Corporation’s chief executive

officer, the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Corporation’s chief executive officer, the

President and the Board of Directors (at its regular meetings or whenever they request it) an account of all his or her transactions as Treasurer and of the financial condition of the

Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors prescribes.

4.13 Assistant Vice Presidents, Secretaries and Treasurers.

The Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, if any, shall act under the direction of the

Corporation’s chief executive officer, the President and the officer they assist. In the order of their seniority, the Assistant Secretaries shall, in the absence or disability of the Secretary, perform the duties and exercise the authority of

the Secretary. The Assistant Treasurers, in the order of their seniority, shall, in the absence or disability of the Treasurer, perform the duties and exercise the authority of the Treasurer.

4.14 Execution of Contracts and Instruments.

The Board of Directors may designate an officer or agent with authority to execute any contract or other instrument on the Corporation’s

behalf; the Board may also ratify or confirm any such execution. If the Board authorizes, ratifies or confirms the execution of a contract or instrument without specifying the authorized executing officer or agent, the Corporation’s chief

executive officer, the President, any Executive Vice President or Vice President or the Treasurer may execute the contract or instrument in the name and on behalf of the Corporation and may affix the corporate seal to such document or instrument.

4.15 Voting of Shares and Securities of Other Corporations and Entities.

Unless the Board of Directors otherwise directs or pursuant to a stockholders’ agreement, the Corporation’s chief executive

officer shall be entitled to vote or designate a proxy to vote all shares and other securities which the Corporation owns in any other corporation or entity.

ARTICLE 5. NOTICES AND WAIVERS OF NOTICE

5.1 Delivery of Notices.

All notices to stockholders, directors and Board committee members shall be given (a) personally, (b) by mail (registered, certified or

other first class mail, except where otherwise provided in the DGCL, with postage pre-paid), addressed to such person at the address designated by him or her for that purpose or, if none is designated, at his

or her last known address, (c) by electronic transmission in a manner authorized by the person, or (d) as otherwise provided in the DGCL. In addition to any other form of notice to a stockholder permitted by the Certificate of

Incorporation, these Bylaws, or the DGCL, any notice given to a stockholder by a form of electronic transmission to which the stockholder has consented is effective. Notices to directors or Board committee members may also be delivered at his or her

office on the Corporation’s premises, if any, or by express carrier, addressed to the address referred to in the preceding sentence. When a notice is required or permitted by the DGCL or these Bylaws to be given in writing, electronic

transmission is written notice. Notices given pursuant to this Section 5.1 shall be deemed to be given when dispatched, or, if mailed, when deposited in a post office or official

depository under the exclusive care and custody of the United States postal service; provided that when a notice or communication is permitted by the DGCL or these Bylaws to be transmitted

electronically, the notice or communication is given when electronically transmitted to the person entitled to the notice or communication in a manner authorized by the person. Notices given by express carrier shall be deemed

“dispatched” on the day and at the time the express carrier guarantees delivery of the notice. The Corporation shall have no duty to change the written or electronic address of any director, Board committee member or stockholder unless

the Secretary receives notice in writing or by electronic transmission of such address change.

5.2 Waiver of Notice.

Action may be taken without a required notice and without lapse of a prescribed period of time, if at any time before or after the action is

completed the person entitled to notice or to participate in the action to be taken or, in the case of a stockholder, his or her attorney in fact, submits a signed waiver or a waiver by electronic transmission of the requirements, or if such

requirements are waived in such other manner permitted by applicable law. Neither the business to be transacted at, nor the purpose of, the meeting need be specified in the waiver of notice of the meeting. A stockholder’s attendance at a

meeting (in person or by proxy) will result in both of the following:

(A)

Waiver of objection to lack of notice or defective notice of the meeting, unless the stockholder at the

beginning of the meeting objects to holding the meeting or transacting business at the meeting.

(B)

Waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or

purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented.

A director’s attendance at or participation in any Board or Board committee meeting waives any required notice to him or her of the

meeting unless he or she, at the beginning of the meeting or upon his or her arrival, objects to the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

ARTICLE 6. SHARE CERTIFICATES AND STOCKHOLDERS OF RECORD

6.1 Certificates for Shares.

Every owner of stock of the Corporation shall be entitled to have a certificate certifying the number and class of shares owned by him or her

in the Corporation, which shall otherwise be in such form as shall be prescribed by the Board of Directors, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its

stock shall be uncertificated shares. Certificates of each class shall be issued in consecutive order and shall be numbered in the order of their issue, and shall be signed by, or in the name of the Corporation by the any two authorized officers.

The officers’ signatures may be facsimiles. If any officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be such officer before the certificate is issued, it may be issued by the Corporation with the

same effect as if the person were such officer at the date of issue.

6.2 Lost or Destroyed Certificates.

The Board of Directors may direct or authorize an officer to direct that a new certificate for shares be issued in place of any certificate

alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors or officer may, in its discretion and as a condition precedent to the issuance thereof, require the owner (or the owner’s legal

representative) of such lost or destroyed certificate to give the Corporation an affidavit claiming that the certificate is lost or destroyed or a bond in such sum as it may direct as indemnity against any claim that may be made against the

Corporation with respect to such old or new certificate.

6.3 Transfer of Shares.

Shares of the Corporation are transferable only on the Corporation’s stock transfer books upon surrender to the Corporation or its

transfer agent of a certificate for the shares, duly endorsed for transfer, and the presentation of such evidence of ownership and validity of the transfer as the Corporation requires.

6.4 Record Date.

The

Board of Directors may fix, in advance, a date as the record date for determining stockholders for any purpose, including determining stockholders entitled to (a) notice of, and to vote at, any stockholders’ meeting or any adjournment of

such meeting; (b) express consent to, or dissent from, a proposal without a meeting; or (c) receive payment of a share dividend or distribution or allotment of a right. The record date shall not be more than 60 nor less than 10 days before

the date of the meeting, nor more than 10 days after the Board resolution fixing a record date for determining stockholders entitled to express consent to, or dissent from, a proposal without a meeting, nor more than 60 days before any other action.

If a record date is not fixed:

(A)

the record date for determining the stockholders entitled to notice of, or to vote at, a stockholders’

meeting shall be the close of business on the day next preceding the day on which notice of the meeting is given, or, if no notice is given, the close of business on the day next preceding the day on which the meeting is held; and

(B)

if prior action by the Board of Directors is not required with respect to the corporate action to be taken

without a meeting, the record date for determining stockholders entitled to express consent to, or dissent from, a proposal without a meeting shall be the first date on which a signed written consent is properly delivered to the Corporation, and

when prior action by the Board of Directors is required with respect to the corporate action, the record date for determining stockholders entitled to express consent to, or dissent from, a proposal without a meeting shall be at the close of

business on the date on which the Board of Directors takes such prior action; and

(C)

the record date for determining stockholders for any other purpose shall be the close of business on the day on

which the resolution of the Board of Directors relating to the action is adopted.

A determination of stockholders of

record entitled to notice of, or to vote at, a stockholders’ meeting shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date for the adjourned meeting.

Only stockholders of record on the record date shall be entitled to notice of, or to participate in, the action to which the record date

relates, notwithstanding any transfer of shares on the Corporation’s books after the record date. This Section 6.4 shall not affect the rights of a stockholder and the stockholder’s transferor or transferee as

between themselves.

6.5 Registered Stockholders.

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of a share for all

purposes, including notices, voting, consents, dividends and distributions, and shall not be bound to recognize any other person’s equitable or other claim to interest in such share, regardless of whether it has actual or constructive notice

of such claim or interest.

ARTICLE 7. INDEMNIFICATION

7.1 Directors and Officers. The Corporation will indemnify any person (a “Covered Person”) who was or is a party or is

threatened to be made a party to any threatened, pending or completed proceeding, by reason of the fact that he or she is a legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation,

is or was serving at the request of the Corporation as a director, officer, employee or agent of another entity or enterprise, including service with respect to employee benefit plans, to the fullest extent not prohibited by the DGCL or any other

applicable law; provided, however, that the Corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the Corporation will not be required to indemnify any

director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the

Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made

under Section 7.5.

7.2 Employees and Other Agents. The Board of Directors will have the power to

delegate the determination of whether indemnification will be given to any such person to such officers or other persons as the Board of Directors will determine.

7.3 Expenses. The Corporation will advance to any Covered Person who was or is a

party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Covered Person, prior to the final

disposition of the proceeding, promptly following request therefor, all expenses incurred by such person in connection with such proceeding, provided, however, that, if the applicable law requires, an advancement of expenses will be made only upon

delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it will ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is

not entitled to be indemnified for such expenses under this Section 7.3 or otherwise.

Notwithstanding the

foregoing, unless otherwise determined pursuant to Section 7.3 hereof, no advance will be made by the Corporation to a Covered Person (except by reason of the fact that such Covered Person is or was a director of the

Corporation, in which event this paragraph will not apply) in any proceeding, if a determination is reasonably and promptly made (i) by a majority vote of a quorum consisting of directors who were not parties to the proceeding, even if not a

quorum, or (ii) by a committee of such directors designated by a majority of such directors, even though less than a quorum, or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written

opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such Covered Person acted in bad faith or in a manner that such Covered Person did not believe to be in or

not opposed to the best interests of the Corporation.

7.4 Enforcement. Without the necessity of entering into an express contract,

all rights to indemnification and advances to Covered Persons under this Section 7.4 will be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation

and the Covered Person. Any right to indemnification or advances granted by this Article 7 to a Covered Person will be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim

for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, will be

entitled to be paid also the expense of prosecuting the claim. In connection with any claim for indemnification, the Corporation will be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that

make it permissible under the DGCL or any other applicable law for the Corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the Corporation (except in any action, suit or proceeding, whether

civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the Corporation) for advances, the Corporation will be entitled to raise a defense as to any such action clear and convincing evidence

that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation, or with respect to any criminal action or proceeding that such person acted without reasonable

cause to believe that his conduct was lawful. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that

indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the Corporation (including its Board of Directors,

independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, will be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit

brought by a Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the Covered Person is not entitled to be indemnified, or to such advancement of expenses, under this Article

7 or otherwise will be on the Corporation.

7.5 Non-Exclusivity of Rights. The rights

conferred on any Covered Person by this Article 7 will not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of

stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any

or all Covered Persons respecting indemnification and advances, to the fullest extent not prohibited by the DGCL or any other applicable law.

7.6 Survival of Rights. The rights conferred on any Covered Person by this Article 7 will continue as to a person who has ceased

to be a Covered Person and will inure to the benefit of the heirs, executors and administrators of such a person.

7.7 Insurance.

To the fullest extent permitted by the DGCL, or any other applicable law, the Corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any Covered Person required or permitted to be indemnified pursuant to this

Article 7.

7.8 Amendments. Any amendment, repeal or modification of any provision of this Article 7 will only be

prospective and will not affect the rights or protections under any provision of this Article 7 in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the

Corporation.

7.9 Saving Clause. If this Article 7 or any portion hereof will be invalidated on any ground by any court of

competent jurisdiction, then the Corporation will nevertheless indemnify each Covered Person to the full extent not prohibited by any applicable portion of this Article 7 that will not have been invalidated, or by any other applicable law. If this

Section 7.9 will be invalid due to the application of the indemnification provisions of another jurisdiction, then the Corporation will indemnify each Covered Person to the full extent under applicable law. Notwithstanding

anything herein or otherwise to the contrary, the provisions of this Section 7.9 will not be deemed to limit or restrain the Corporation from complying with its obligations to any director under the terms of any

indemnification agreement entered into by the Corporation with any director.

7.10 Certain Definitions. For the purposes of this

Article 7, the following definitions will apply:

(A) The term “proceeding” will be broadly construed and will include,

without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative

or investigative.

(B) The term “expenses” will be broadly construed and will include, without

limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(C) The term the “Corporation” will include, in addition to the resulting corporation, any constituent corporation (including any

constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a

director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other

enterprise, will stand in the same position under the provisions of this Article 7 with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had

continued.

(D) References to “other enterprises” will include employee benefit plans; references to “fines” will

include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” will include any service as a director, officer, employee or agent of the Corporation

which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably

believed to be in the interest of the participants and beneficiaries of an employee benefit plan will be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article 7.

ARTICLE 8. GENERAL PROVISIONS

8.1 Checks and Funds.

All checks, drafts or demands for money and notes of the Corporation must be signed by such officer or officers or such other person or

persons as the Board of Directors from time to time designates. All funds of the Corporation not otherwise employed shall be deposited or used as the Board of Directors from time to time designates.

8.2 Fiscal Year.

The

fiscal year of the Corporation shall end on December 31 or such other date as the Board of Directors from time to time determines.

8.3 Corporate Seal.

The Board of Directors may adopt a corporate seal for the Corporation. The corporate seal, if adopted, shall be circular and contain the name

of the Corporation and the words “Corporate Seal Delaware”. The seal may be used by causing it or a facsimile of it to be impressed, affixed, reproduced or otherwise.

8.4 Books and Records.

The Corporation shall keep within or outside of Delaware books and records of account and minutes of the proceedings of its stockholders,

Board of Directors and Board committees, if any. The Corporation shall keep at its registered office or at the office of its transfer agent within or outside of Delaware records containing the names and addresses of all stockholders, the number,

class and series of shares held by each and the dates when they respectively became recordholders of shares. Any of such books, records or minutes may be in written form or in any other form capable of being converted into written form within a

reasonable time.

ARTICLE 9. AMENDMENTS

These Bylaws may be amended or repealed, or new Bylaws may be adopted, by unanimous vote of the stockholders. The Certificate of Incorporation

or these Bylaws may from time to time specify particular provisions of the Bylaws which may not be altered or repealed by the Board of Directors.

ARTICLE 10. SCOPE OF BYLAWS

These

Bylaws govern the regulation and management of the affairs of the Corporation to the extent that they are consistent with applicable law and the Certificate of Incorporation; to the extent they are not consistent, applicable law and the Certificate

of Incorporation shall govern.

EX-3.3

Filename: d49031dex33.htm · Sequence: 4

EX-3.3

Exhibit 3.3

AMENDED & RESTATED

CERTIFICATE OF FORMATION

SKYWATER TECHNOLOGY,

LLC

FIRST: The name of the limited liability company (the “Company”) is “SkyWater Technology,

LLC.”

SECOND: The Company’s registered office in the State of Delaware is located at 1209 Orange Street, Wilmington,

DE 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

EX-3.4

Filename: d49031dex34.htm · Sequence: 5

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

SKYWATER TECHNOLOGY,

LLC

This Limited Liability Company Agreement (as amended from time to time, this “Agreement”) of SkyWater

Technology, LLC (the “Company” or the “LLC”), dated and effective as of July 31, 2026, is entered into by IonQ, Inc., a Delaware Corporation, as the sole member of the Company (the

“Member”).

WHEREAS, the Company was formed as a limited liability company on January 22, 2026, by the

filing of a certificate of formation (the “Certificate of Formation”) with the Office of the Secretary of State of the State of Delaware, pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.

C. §§ 18-101 et seq.), as amended from time to time (the “Act”);

WHEREAS, the Member executed that certain Limited Liability Company Agreement of the Company, dated as of January 24, 2026 (the

“Original Agreement”);

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated January 25,

2026 (the “Merger Agreement”), by and among the Company, Member, Iris Merger Subsidiary 1 Inc. (“Merger Subsidiary 1”) and SkyWater Technology, Inc. (“SkyWater”), Merger Subsidiary 1 merged

with and into SkyWater, with SkyWater surviving such merger and continuing as a direct, wholly-owned subsidiary of Member (the “SkyWater Surviving Corporation”), and immediately thereafter, the SkyWater Surviving Corporation

merged with and into the Company, with the Company surviving, immediately prior to the execution of this Agreement; and

WHEREAS,

the Member desires to amend and restate the Original Agreement as set forth herein in accordance with Section 26 of the Original Agreement.

NOW, THEREFORE, the Member hereby amends and restates the Original Agreement in its entirety as follows:

1. Name. The name of the Company is “SkyWater Technology, LLC,” or such other name as the Board of Managers

(as defined in Section 12) may from time to time hereafter designate.

2. Purpose. The Company is formed for the

object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Act.

3. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall

possess and may exercise all the powers and privileges granted by the Act, any other law or this Agreement, together with any powers incidental thereto, including such powers and privileges as are necessary or convenient to the conduct, promotion or

attainment of the business, purposes or activities of the Company.

4. Principal Business Office. The principal business office of the

Company shall be located at such location as may hereafter be determined by the Board of Managers.

5. Registered Office; Registered

Agent. The registered office of the Company in the State of Delaware and the registered agent of the Company for service of process on the Company at such office shall be that location and agent reflected in the Certificate of

Formation. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers shall promptly designate a replacement registered agent or file a notice of change of address, as the case

may be, in the manner provided by law. The Board of Managers may change such registered office or registered agent at any time.

Member. The name and the mailing address of the Member are as follows:

Name

Address

IonQ, Inc.

4505 Campus Drive

College Park, MD

20740

7. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and

liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the

Company solely by reason of being a member of the Company.

8. Initial Capital Contributions. The Member is admitted

as the sole member of the Company upon its execution and delivery of this Agreement and, subject to Section 16 regarding assignments and Section 17 regarding the admission of additional members, owns 100% of the limited liability company

interests in the Company. The Member hereby agrees to contribute to the Company such cash, property or services as determined by the Member.

9. Additional Contributions. The Member is not required to make any additional capital contribution to the Company.

However, the Member may at any time, in its sole discretion, make additional capital contributions to the Company.

10. Allocation

of Profits and Losses. The Company’s profits and losses shall be allocated solely to the Member.

11.

Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Board of Managers. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall

not make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or other applicable law.

-2-

12. Management.

(a) Except as otherwise expressly provided for in this Agreement, the management of the Company shall be vested in a board of managers (the

“Board of Managers”) in accordance with Section 18-402 of the Act. Subject to Section 12(d), the Board of Managers shall have the sole and exclusive responsibility, authority,

rights and powers to manage the operations and affairs of the Company, to make all decisions regarding the business of the Company, and to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of

this Agreement, including to delegate in whole or in part any of the foregoing responsibility, authority, rights and powers to one or more managers, officers, employees or agents of the Company as the Board of Managers shall from time to time

determine. Each member of the Board of Managers (a “Manager”) shall be a “manager” for all purposes of the Act; provided that no individual Manager shall have authority to act for or bind the Company without the

requisite consent of the Board of Managers as set forth in Section 12(c). Any action taken by the Board of Managers in accordance with this Agreement shall constitute the act of and serve to bind the Company. Persons dealing with the Company

are entitled to rely conclusively on the power and authority of the Board of Managers as set forth in this Agreement.

(b) The number of

Managers shall be fixed from time to time by the Member, but shall not be less than one. Managers shall be appointed from time to time by the Member. The Board of Managers shall maintain a schedule (the “Managers Schedule”)

setting forth the names and mailing addresses of the Managers in office from time to time, which Managers Schedule shall be maintained by the Company separately from, and shall not require any amendment to, this Agreement. Each Manager shall serve

until removed by the Member or until such Manager’s earlier resignation or death. A Manager may resign at any time by delivering written resignation to the Company, and any such resignation shall be effective upon its receipt or upon such

later time (which may be upon the happening of an event) as is stated therein.

Managers or relating to the business or affairs of the Company shall be decided by the affirmative vote or consent of a majority of the Managers then in office (not counting any vacancies on the Board of Managers). Managers may vote in person or by

proxy granted to another Manager, which proxy need not be in writing, and any such proxy shall be revocable in the discretion of the Manager granting the same, unless such proxy is in writing and states that it is irrevocable. The Board of Managers

may establish rules and procedures for the notice, convening, conduct and adjournment of its meetings. Any action of the Board of Managers may be taken without a meeting by written consent or consents signed by a majority of the Managers in office

(not counting any vacancies on the Board of Managers).

(d) Notwithstanding anything in Section 12(a) to the contrary, the Company

shall not, and the Board of Managers shall not have the power to commit the Company to, take any of the following actions without the approval of the Member: (i) amend, modify or waive the Certificate of Formation or this Agreement;

(ii) issue additional limited liability company interests in the Company or, subject to Section 17, admit additional members to the Company; (iii) merge, consolidate, convert to another entity, divide into two or more entities,

dissolve, wind up or liquidate the Company, or initiate a voluntary bankruptcy proceeding involving the Company; or (iv) require the Member to contribute any additional cash, property or services to the Company.

-3-

13. Officers. The Board of Managers or the Member may, from time to

time, designate one or more natural persons as officers of the Company (the “Officers”) and assign titles to any such person to act in the name of the Company, each with such authority as may be delegated to such Officer from time

to time by the Board of Managers or the Member, as aplicable. Each Officer shall act pursuant to such delegated authority until such Officer is removed by the Board of Managers or the Member or such Officer’s earlier death or resignation;

provided that any delegation of authority pursuant to this Section 13 may be revoked, in whole or in part, at any time by the Board of Managers or the Member, as applicable. Any Officer may be removed with or without cause at any time by

the Board of Managers or the Member. Any action taken by an Officer designated by the Board of Managers or the Member pursuant to authority duly delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing

with the Company are entitled to rely conclusively on the power and authority of any Officer set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her.

14. Other Business. Notwithstanding any duty otherwise existing at law or in equity, the Member may engage in or possess

an interest in other business ventures of every kind and description, independently or with others, and the Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

15. Exculpation and Indemnification.

(a) A member or director of the LLC shall not be personally liable to the LLC, its members or its directors for monetary damages for breach

of fiduciary duty as a member or director, except for liability:

for any breach of such member’s or director’s duty of loyalty to the LLC or its other members or

directors;

ii)

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

iii)

In connection with any unlawful payments of dividends, stock purchases or redemptions; or

iv)

for any transaction from which such member or director derived an improper benefit.

(b) If the LLCA is amended to authorize corporate action further eliminating or limiting the personal liability of members and directors,

then the liability of a member or director of the LLC shall be eliminated or limited to the fullest extent not prohibited by the LLCA, as so amended.

-4-

amended, the LLC shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

administrative or investigative (a “Proceeding”) by reason of the fact that he or she (i) is or was a member of the LLC, (ii) is or was serving at the request of the LLC as a director, member, officer, employee or agent

of another corporation, limited liability company, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (including any Company Benefit Plan as defined in the Merger

Agreement) or (iii) is or was a director, manager, officer or employee of the LLC (each of (i), (ii) and (iii), an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a member,

director, manager, officer, employee or agent, or in any other capacity while serving as a member, director, manager, officer, employee or agent, against all expenses, liability and loss (including, without limitation, attorneys’ fees,

judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding. The right to indemnification conferred by this Section 15 shall include

the right to be paid by the LLC the expenses incurred in defending or otherwise participating in any such Proceeding in advance of its final disposition; provided, however, that, if the LLCA requires, an advancement of expenses shall be made only

upon delivery to the LLC of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the Indemnitee is not

entitled to be indemnified for the expenses under this Section 15 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 15 shall be contract rights and such rights shall continue as to an

Indemnitee who has ceased to be a member, director, manager, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 15, except for

Proceedings to enforce rights to indemnification and advancement of expenses, the LLC shall indemnify and advance expenses to an Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or

part thereof) was authorized by the Board of Managers.

(d) The rights to indemnification and advancement of expenses conferred on any

Indemnitee by this Section 15 shall not be exclusive of any other rights that any Indemnitee may have or hereafter acquire under law, this Agreement, the Bylaws, an agreement, vote of members or disinterested members, or otherwise.

(e) Any repeal or amendment of this Section 15 by the members of the LLC or otherwise or by changes in law, or the adoption of any other

provision of this Agreement inconsistent with this Section 15, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the LLC to provide broader indemnification rights on a

retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any act or

omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

(f) This Section 15 shall not

limit the right of the LLC, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than Indemnitees.

-5-

(g) For purposes of this Section 15, references to the “LLC” shall include

SkyWater, as the predecessor of the LLC.

(h) The foregoing provisions of this Section 15 shall survive any termination of this

Agreement.

16. Assignments. The Member may at any time assign in whole or in part its limited liability company

interest in the Company. If the Member assigns all or part of its limited liability company interest in the Company pursuant to this Section 16, then (a) the assignee shall be admitted to the Company as a member upon its execution of an

instrument signifying its agreement to be bound by the terms and conditions of this Agreement and (b) such admission shall be deemed effective immediately prior to the assignment, and, if the Member assigns all of its limited liability company

interest in the Company, then immediately following such admission, the assigning Member shall cease to be a member of the Company; provided, however, in the case of either of the foregoing clauses (a) and (b), that in the event

of a transfer (by assignment or otherwise) of all of a member’s limited liability company interests in the Company and such member is, at the time of such transfer, the sole member of the Company, the transferee of such limited liability

company interests shall be deemed admitted as a member of the Company upon such transfer and the Company shall continue without dissolution.

17. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company from

time to time with the written consent of the Member. The admission of any such additional member shall be effective upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which

instrument may be a counterpart signature page to this Agreement; provided, however, that in the event of a transfer of all of a member’s limited liability company interests in the Company and such member is, at the time of such

transfer, the sole member of the Company, the transferee of such membership interests shall be deemed admitted as a member of the Company upon such transfer and the Company shall continue without dissolution.

18. Dissolution.

(a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of

the Member, or (ii) the occurrence of any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s

existence is continued pursuant to the Act.

(b) The bankruptcy (as defined in Sections

18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company and, upon the occurrence of such an event,

the business of the Company shall continue without dissolution.

liquidator appointed by the Board of Managers), shall proceed to wind up the business and affairs of the Company in accordance with the Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market

conditions and so as to avoid undue loss in connection with any sale of Company assets. During the period of winding up the Company’s affairs, this Agreement shall remain in full force and effect and continue to govern the rights and

obligations of the Member, the Board of Managers, the Officers and the conduct of the Company.

-6-

(d) In the event of dissolution, the Company shall conduct only such activities as are

necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. Upon the completion of the distribution of the assets of the Company as provided in this Section 18, the Company shall be terminated and the Board of Managers (or liquidator

appointed by the Board of Managers) shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company, if any, and shall take such other actions as may be necessary to terminate

the Company.

19. Books and Records. The Company’s books of account shall be kept using the method of

accounting determined by the Board of Managers.

20. Tax Treatment. Unless otherwise determined by the Sole Member,

that from and after the date hereof the Company shall be treated as a disregarded entity for U.S. federal, and applicable state and local income tax purposes.

21. Severability of Provisions. Each provision of this Agreement shall be considered separable, and if for any reason any

provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that

are valid, enforceable and legal.

22. Entire Agreement. This Agreement constitutes the entire agreement of the

Member with respect to the subject matter hereof.

23. Governing Law. This Agreement shall be governed by, and

construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

24. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written

agreement executed and delivered by the Member.

25. Sole Benefit of Member. Except as expressly provided in

Section 15 regarding exculpation and indemnification of Indemnitees, the provisions of this Agreement (including Section 9 regarding additional contributions) are intended solely to benefit the Member and, to the fullest extent permitted

by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall not have any duty or obligation to any creditor of

the Company to make any contributions or payments to the Company.

-7-

26. Rules of Construction. Definitions in this Agreement apply equally

to both the singular and plural forms of the defined terms. Pronouns apply equally to the masculine, feminine and neuter gender forms of such terms. The Section titles appear as a matter of convenience only and shall not affect the interpretation of

this Agreement. All Section references not attributed to a particular document shall be references to such parts of this Agreement.

[Signature Page Follows]

-8-

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed

this Agreement as of the date first written above.

IONQ, INC.

By:

/s/ Tyler Rosenbaum

Name:

Tyler Rosenbaum

Title:

Assistant Secretary

[Signature Page to Amended and Restated Limited Liability Company Agreement of

SkyWater Technology, LLC]

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