Form 8-K
8-K — FF EAI Robotics Ecosystem Inc.
Accession: 0001493152-26-044923
Filed: 2026-09-29
Period: 2026-09-29
CIK: 0001460702
SIC: 6199 (FINANCE SERVICES)
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-3.1 (ex3-1.htm)
EX-3.2 (ex3-2.htm)
EX-99.1 (ex99-1.htm)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 29, 2026
AIxCrypto
Holdings, Inc. FF EAI Robotics Ecosystem Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
001-37428
26-3474527
(State
or Other Jurisdiction
of
Incorporation)
(Commission
File
Number)
(I.R.S.
Employer
Identification
No.)
1990
E. Grand Ave.
El
Segundo, California
90245
(Address
of Principal Executive Offices)
(Zip
Code)
Registrant’s
Telephone Number, Including Area Code: (310) 853-1683
(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, par value $0.001
AIXC
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. ☐
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 29, 2026, AIxCrypto Holdings, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of
Amendment”) to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware
to change the Company’s corporate name from “AIxCrypto Holdings, Inc.” to “FF EAI Robotics Ecosystem Inc.”
(the “Name Change”). The Certificate of Amendment will become effective at 12:01 a.m. Eastern Time on September 30, 2026.
The Certificate of Amendment amends and restates Article I in its entirety to reflect the new name.
Pursuant to a unanimous written consent dated September
23, 2026, the Company’s board of directors approved the Certificate of Amendment in accordance with Section 242 of the Delaware
General Corporation Law (the “DGCL”). Pursuant to Section 242(d)(1)(A) of the DGCL, no meeting or vote of the Company’s
stockholders was required to adopt the Certificate of Amendment.
Also by unanimous
written consent dated September 23, 2026, the Board adopted an amendment (the “Bylaws Amendment”) to the Company’s
Amended and Restated Bylaws, as of August 10, 2021 (the “Bylaws”), to reflect the Name Change. The Bylaws Amendment replaces
each reference in the Bylaws to “Qualigen Therapeutics, Inc.” or “AIxCrypto Holdings, Inc.” with “FF EAI
Robotics Ecosystem Inc.” The Bylaws Amendment will become effective automatically concurrently with the effectiveness of the Certificate
of Amendment at 12:01 a.m. Eastern Time on September 30, 2026. No other changes were made to the Bylaws.
In
connection with the Name Change, the trading symbol for the Company’s common stock on The Nasdaq Capital Market will change from
“AIXC” to “FFR,” effective at market open on September 30, 2026.
The foregoing descriptions
of the Certificate of Amendment and the Bylaws Amendment do not purport to be complete and
are qualified in their entirety by reference to
the full text of the Certificate of Amendment and the Bylaws Amendment, copies of which are
filed as Exhibits 3.1 and 3.2, respectively, to
this Current Report on Form 8-K and incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
September 29, 2026, the Company presented an investor presentation (the “Investor Presentation”) relating to, among other
things, the Company’s business and strategy, its transition to robotics operations, and the proposed acquisition of the robotics
business of Faraday Future Intelligent Electric Inc. (“FFAI”), the Company’s majority stockholder. A copy of the Investor
Presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The Investor Presentation
includes projections prepared by FFAI management for the robotics business on a standalone basis; the Company has not independently verified
or adopted such projections as guidance.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of this information shall not be deemed
an admission as to the materiality of any information herein that is required to be disclosed solely by Regulation FD.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements include statements regarding the Name Change, the
Bylaws Amendment and the
symbol change and their anticipated timing and effectiveness;
the Company’s business strategy and transition to robotics operations; the proposed acquisition of FFAI’s robotics business
(including its structure, consideration and timing); the financial projections in the Investor Presentation; and any related financing.
Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause
actual results to differ materially.
These
risks and uncertainties include, among others, the possibility that the parties may not enter into definitive agreements or may change
the terms or structure of the proposed acquisition; conflicts of interest arising from FFAI’s status as the Company’s majority
stockholder; the inability to complete the internal restructuring or required financial statements on the anticipated terms or timing;
failure to obtain required corporate, Nasdaq, regulatory or third-party approvals; failure to satisfy closing conditions; the inability
to complete any related financing; disruption to the Company’s or the robotics business’s operations from the announcement
or pendency of the proposed acquisition; the costs of the proposed acquisition; integration risks; dilution resulting from the proposed
equity consideration; the Company’s liquidity and need for additional capital; the possibility that the projections included in
the Investor Presentation, which were prepared by FFAI management, may not be realized; and the other risks described in the Company’s
filings with the Securities and Exchange Commission, including under the heading “Risk Factors” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2025 and subsequent filings. Forward-looking statements speak only as of the date
of this report. Except as required by law, the Company undertakes no obligation to update them.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are filed or furnished herewith:
Exhibit
Number
Exhibit
Description
3.1
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AIxCrypto Holdings, Inc., filed with the Secretary of State of the State of Delaware on September 29, 2026 (effective September 30, 2026)
3.2
Amended and Restated Bylaws of FF EAI Robotics Ecosystem Inc., as amended through September 30, 2026
99.1
Investor Presentation, dated September 2026 (furnished herewith)
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
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.
AIxCrypto
Holdings, Inc.
Date:
September 29, 2026
By:
/s/
Jiawei Wang
Jiawei
Wang
Chief
Executive Officer and Director
(Principal
Executive Officer)
EX-3.1
EX-3.1
Filename: ex3-1.htm · Sequence: 2
Exhibit
3.1
EX-3.2
EX-3.2
Filename: ex3-2.htm · Sequence: 3
Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
FF EAI ROBOTICS ECOSYSTEM INC.
ARTICLE
1
OFFICES
Section
1.01. Offices. The Corporation shall have a registered office (and address) within the State of Delaware and may also have
offices at such other places both within and without the State of Delaware as the board of directors of the Corporation (the “Board
of Directors”) may from time to time determine or the business of the Corporation may require.
Section
1.02. Books. The books of the Corporation may be kept within or without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation may require.
ARTICLE
2
MEETINGS OF
STOCKHOLDERS
Section
2.01. Time and Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or
without the State of Delaware, on such date and at such time as may be determined from time to time by the Board of Directors (or the
Chairman in the absence of a designation by the Board of Directors).
Section
2.02. Annual Meetings. An annual meeting of the stockholders shall be held for the election of directors and to transact
such other business as may properly be brought before the meeting. Any other proper business may be transacted at the annual meeting.
The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.
Section
2.03. Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called by the Board of Directors,
the Chairman of the Board of Directors, the Chief Executive Officer or the President of the Corporation, and may not be called by any
other person. Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice. The
Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors.
Notwithstanding the foregoing, whenever holders of one or more classes or series of preferred stock shall have the right, voting separately
as a class or series, to elect directors, such holders may call, pursuant to the terms of the resolution or resolutions adopted by the
Board of Directors, special meetings of holders of such Preferred Stock.
Section
2.04. Notice of Meetings and Adjourned Meetings; Waivers of Notice.
(a)
Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given
which shall state the place, if any, date and hour of the meeting, 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 meeting, the record date for determining the stockholders entitled
to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the
case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”), the Certificate of Incorporation
or these Bylaws, such notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the
meeting to each stockholder of record entitled to vote at such meeting. Except as otherwise provided herein or permitted by applicable
law, notice of stockholders shall be in writing and delivered personally or mailed to the stockholders at their address appearing on the
books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of meetings
may be given to stockholders by means of electronic transmission in accordance with applicable law.
(b)
Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place,
if any. Unless these Bylaws otherwise require, when a meeting is adjourned to another time or place (whether or not a quorum is present),
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 meeting, are announced at the meeting at
which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at
the original meeting. If the adjournment is for more than thirty (30) days, or after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting as of
the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given
when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears
on the records of the Corporation.
(c)
A written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, 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 the meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder
so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.
Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section
2.05. Quorum. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, and subject to Delaware Law,
the presence, in person or by proxy, of the holders of shares of the outstanding capital stock of the Corporation representing at least
35% of the votes entitled to be voted at a meeting of stockholders shall constitute a quorum for the transaction of business. If, however,
such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting
in the manner provided in Section 2.04, without notice other than announcement at the meeting, until a quorum shall be present or represented.
A quorum once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At such adjourned
meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting
as originally notified. Shares of stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall
neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the
Corporation, or any subsidiary of the Corporation, to vote stock, including but not limited to its own stock, held by it in a fiduciary
capacity.
Section
2.06. Voting; Proxies.
(a)
Unless otherwise provided in the Certificate of Incorporation and subject to Delaware Law, each stockholder shall be entitled to
one vote for each outstanding share of capital stock of the Corporation held by such stockholder. Any share of capital stock of the Corporation
held by the Corporation shall have no voting rights. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws,
in all matters other than the election of directors, the affirmative vote of the majority of the votes cast by the shares of capital stock
of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act
of the stockholders, provided a quorum is present. Subject to the rights of the holders of any series of preferred stock to elect additional
directors under specific circumstances, directors shall be elected by a plurality of the votes cast at a meeting of the stockholders by
the holders of stock entitled to vote in the election of directors, provided a quorum is present.
(b)
Each stockholder entitled to vote at a meeting of stockholders, or to express consent or dissent to a corporate action in writing
without a meeting, may authorize another person or persons to act for such stockholder by proxy, appointed by an instrument in writing,
subscribed by such stockholder or by his attorney thereunto authorized, or by proxy sent by cable, telegram or by any means of electronic
communication permitted by law, which results in a writing from such stockholder or by his attorney, and delivered to the secretary of
the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless said proxy provides for a longer period.
A 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. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting
in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date.
(c)
Voting at meetings of stockholders need not be by written ballot. Votes may be cast by any stockholder entitled to vote in person
or by his proxy. In determining the number of votes cast for or against a proposal or nominee, shares abstaining from voting on a matter
(including elections) will not be treated as a vote cast, but will be counted for purposes of determining a quorum. A non-vote by a broker
will be counted for purposes of determining a quorum but not for purposes of determining the number of votes cast.
Section
2.07. Inspector of Elections; Opening and Closing the Polls. The Board of Directors by resolution shall appoint one or more
inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation,
as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more
persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed
to act or is able to act at a meeting of stockholders, the presiding officer of the meeting shall appoint one or more inspectors to act
at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by
law. The presiding officer of the meeting shall fix and announce at the meeting 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.
Section
2.08. Written Consent of Stockholders Without a Meeting. Any action to be taken at any annual or special meeting of stockholders
may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action
to be so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered
(by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the
State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings
of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent,
and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated
consent delivered in the manner required by this Section 2.08, written consents signed by a sufficient number of holders to take action
are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous
written consent shall, to the extent required by applicable law, be given to those stockholders who have not consented in writing, and
who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such
meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.
Section
2.09. Organization. At each meeting of stockholders, the Chairman of the Board, if one shall have been elected, or in the
Chairman’s absence or if one shall not have been elected, the director designated by the vote of the majority of the directors present
at such meeting, shall act as chairman of, and preside at, the meeting. The Secretary, or in the Secretary’s absence or inability
to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and
keep the minutes thereof.
Section
2.10. Order of Business. The order of business at all meetings of stockholders shall be as determined by the chairman of
the meeting.
Section
2.11. Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in these Bylaws
shall be eligible to serve as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made
at an annual meeting of stockholders (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation
who is a stockholder of record at the time of giving of notice provided for in this Section 2.11, who shall be entitled to vote for the
election of directors at the meeting and who complies with the notice procedures set forth in this Section 2.11. Such nominations, other
than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the secretary
of the Corporation. To be timely, a stockholder’s notice shall 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, nor earlier than the close of business on the one hundred twentieth (120th) day
in advance of the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event
that the date of the annual meeting is advanced more than thirty (30) days prior to such anniversary date or delayed more than sixty (60)
days after such anniversary date then to be timely such notice must be received by the Corporation notice not earlier than the close of
business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of
the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date
of such meeting is first made by the Corporation. In no event shall the public announcement of the new meeting date commence a new notice
time period (or extend any notice time period).
Any stockholder notice delivered
pursuant to this Section 2.11 shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection
as a director, (i) all information relating to such person as would be required to be disclosed in solicitations of proxies for the election
of such nominees as directors pursuant to Regulation 14A under the Exchange Act; (ii) such person’s written consent to serve as
a director if elected; (iii) a description of all direct and indirect compensation or other material monetary agreements, arrangements
and understandings during the past three years, and any other material relationships, between or among such stockholder of record and
beneficial owner or owners, if any, and their respective affiliates and associates, or other persons acting in concert therewith, on the
one hand, and each proposed nominee and his or her respective affiliates and associates or other persons acting in concert therewith,
on the other hand, including without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated
under Regulation S-K if the stockholder of record making the nomination and any beneficial owner or owners, if any, or other person on
whose behalf the nomination is made, or any affiliate or associate thereof or other person acting in concert therewith, were the “registrant”
for purposes of such rule and the nominee were a director or executive officer of such registrant; and (iv) a completed and signed questionnaire,
representation or agreement as may be required by the Corporation pursuant to Section 3.03 of Article 3 of these Bylaws, and (b) as to
the stockholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such stockholder, and
of the beneficial owner, if any, on whose behalf the nomination is being made, (ii) the class and number of shares of the Corporation
which are owned (beneficially and of record) by such stockholder and owned by the beneficial owner, if any, on whose behalf the nomination
is being made, as of the date of the stockholder’s notice, and a representation that the stockholder will notify the Corporation
in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting promptly following
the later of the record date or the date notice of the record date is first publicly disclosed, (iii) a description of any agreement,
arrangement or understanding with respect to such nomination between or among the stockholder and any of its affiliates or associates,
and any others (including their names) acting in concert with any of the foregoing, and a representation that the stockholder will notify
the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly
following the later of the record date or the date notice of the record date is first publicly disclosed, (iv) a description of any agreement,
arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests,
forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed
or loaned shares) that has been entered into as of the date of the proposing stockholder’s notice, by or on behalf of such stockholder
with respect to the Corporation’s securities, or any other agreement, arrangement or understanding that has been made, the effect
or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting
power of, such stockholder with respect to the Corporation’s securities, and a representation that the stockholder will notify the
Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following
the later of the record date or the date notice of the record date is first publicly disclosed; (v) a representation that the proposing
stockholder is a holder of record of the shares of the Corporation entitled to vote at the meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the notice, and (vi) a representation whether the proposing stockholder
intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding
capital stock required to approve the nomination and/or otherwise to solicit proxies from the stockholders in support of the nomination.
For purposes of these Bylaws, a person shall be deemed to be acting in concert with another person if such person knowingly acts toward
a common goal relating to the management, governance or control of the corporation in parallel with such other person where (A) each person
is conscious of the other person’s conduct or intent and this awareness is an element in their decision-making process and (B) at
least one additional factor suggests that persons intend to act in parallel, which additional factors may include attending meetings,
conducting discussions or making or soliciting invitations to act in parallel.
The Corporation may require any
proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee
to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of
the independence, or lack thereof, of such nominee. No person shall be eligible to serve as a director of the Corporation unless nominated
in accordance with the procedures set forth in this bylaw. The chairman of the meeting shall, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if he should so determine,
he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this
Section 2.11, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in this Section 2.11.
Section
2.12. Notice of Business. At any meeting of the stockholders, only such business shall be conducted as shall have been brought
before the meeting (a) by or at the direction of the Board of Directors or (b) solely with respect to annual meetings, by any stockholder
of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 2.12, who shall be
entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 2.12. In addition, any proposal
of business must be a proper matter for stockholder action. For business to be properly brought before a stockholder meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a stockholder’s
notice shall 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, nor earlier than the close of business on the
one hundred twentieth (120th) day in advance of the first anniversary of the preceding
year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is advanced more
than thirty (30) days prior to such anniversary date or delayed more than sixty (60) days after such anniversary date then to be timely
such notice must be received by the Corporation no later than the later of the close of business on the seventieth (70th)
day prior to the date of the meeting or the close of business on the tenth (10th) day
following the day on which public announcement of the date of the meeting was made. In no event shall the public announcement of the new
meeting date commence a new notice time period (or extend any notice time period). A stockholder’s notice to the secretary shall
set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address, as they appear on the
Corporation’s books, of the stockholder proposing such business and of the beneficial owner, if any, on whose behalf the proposal
is being made, (c) the class and number of shares of the Corporation which are owned (beneficially and of record) by such stockholder
and owned by the beneficial owner, if any, on whose behalf the proposal is being made, as of the date of the stockholder’s notice,
and a representation that the stockholder will notify the Corporation in writing of the class and number of such shares owned of record
and beneficially as of the record date for the meeting promptly following the later of the record date or the date notice of the record
date is first publicly disclosed, (d) a description of any agreement, arrangement or understanding with respect to such nomination between
or among the stockholder and any of its affiliates or associates, and any others (including their names) acting in concert with any of
the foregoing, and a representation that the stockholder will notify the Corporation in writing of any such agreement, arrangement or
understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the
record date is first publicly disclosed, (e) a description of any agreement, arrangement or understanding (including, regardless of the
form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible
securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into as of
the date of the proposing stockholder’s notice, by or on behalf of such stockholder with respect to the Corporation’s securities,
or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to,
manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder with respect to the Corporation’s
securities, and a representation that the stockholder will notify the Corporation in writing of any such agreement, arrangement or understanding
in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date
is first publicly disclosed, (f) a representation that the proposing stockholder is a holder of record of the shares of the Corporation
entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose the business specified in the notice,
(g) a representation whether the proposing stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least
the percentage of the Corporation’s outstanding capital stock required to approve the proposal and/or otherwise to solicit proxies
from the stockholders in support of the proposal, (h) any material interest of the stockholder in such business, and (i) any other information
relating to such stockholder and beneficial owner, if any, on whose behalf the proposal is being made, required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance
with Regulation 14A under the Securities Exchange Act of 1934. Notwithstanding anything in the Bylaws to the contrary, no business shall
be conducted at a stockholder meeting except in accordance with the procedures set forth in this Section 2.12. The chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance
with the provisions of the Bylaws, and if he should so determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted. Notwithstanding the foregoing, provisions of this Section 2.12, a stockholder shall
also comply with all applicable requirements of the Securities Exchange Act of 1934, and the rules and regulations thereunder with respect
to the matters set forth in this Section 2.12.
Section
2.13. Proxy Rules. The foregoing notice requirements of Section 2.12 shall be deemed satisfied by a stockholder with respect
to business other than a nomination if the stockholder has notified the Corporation of his, her or its intention to present a proposal
at an annual meeting in compliance with the applicable rules and regulations promulgated under Regulation 14A under the Securities Exchange
Act of 1934 and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to
solicit proxies for such annual meeting.
Section
2.14. Effect of Noncompliance. Notwithstanding anything in these Bylaws to the contrary: (i) no nominations shall be made
or business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Article 2, and (ii) unless
otherwise required by law, if a stockholder intending to propose business or make nominations at an annual meeting pursuant to this Article
2 does not provide the information required under this Article 2 to the Corporation promptly following the later of the record date or
the date notice of the record date is first publicly disclosed, or the proposing stockholder (or a qualified representative of the proposing
stockholder) does not appear at the meeting to present the proposed business or nominations, such business or nominations shall not be
considered, notwithstanding that proxies in respect of such business or nominations may have been received by the Corporation. The requirements
of this Article 2 shall apply to any business or nominations to be brought before an annual meeting by a stockholder whether such business
or nomination are to be included in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act or presented to
stockholders by means of an independently financed proxy solicitation. The requirements of this Article 2 are included to provide the
Corporation notice of a stockholder’s intention to bring business or nominations before an annual meeting and shall in no event
be construed as imposing upon any stockholder the requirement to seek approval from the Corporation as a condition precedent to bringing
any such business or making such nominations before an annual meeting.
ARTICLE
3
DIRECTORS
Section
3.01. General Powers. Except as otherwise provided by Delaware Law or the Certificate of Incorporation, the business and
affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such
rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws, Delaware Law or other applicable law as it
may deem proper for the conduct of its meetings and the management of the Corporation
Section
3.02. Number, Election and Term of Office. The Board of Directors shall consist of not less than three (3) nor more than
eleven (11) directors, with the exact number of directors to be determined from time to time solely by resolution adopted by the affirmative
vote of a majority of the entire Board of Directors. Except as otherwise provided in the Certificate of Incorporation, each director shall
serve for a term ending on the date of the annual meeting of stockholders next following the annual meeting at which such director was
elected. Notwithstanding the foregoing, each director shall hold office until such director’s successor shall have been duly elected
and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders.
Section
3.03. Eligibility for Nomination as a Director. To be eligible to be a nominee for election or reelection as a director
of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.11 of
Article 2 of these Bylaws or such period as the Board of Directors may specify) to the Secretary at the principal executive offices of
the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other
person or entity on whose behalf the nomination is being made (which form of questionnaire shall be provided by the Secretary upon written
request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a)
is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance
to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question
(a “Voting Commitment”) that has not been disclosed in writing to the Corporation or (ii) any Voting Commitment that
could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s
fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any
person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection
with service or action as a director that has not been disclosed therein, and (c) in such person’s individual capacity and on behalf
of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation,
and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership
and trading policies and guidelines of the Corporation.
Section
3.04. Quorum and Manner of Acting. Unless the Certificate of Incorporation or these Bylaws require a greater number, the
presence of a majority of the total number of directors shall constitute a quorum for the transaction of business, and the affirmative
vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. When
a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting
if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors
may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.
Section
3.05. Time and Place of Meetings. The Board of Directors shall hold its meetings at such place, either within or without
the State of Delaware, and at such time as may be determined from time to time by the Board of Directors (or the Chairman in the absence
of a determination by the Board of Directors).
Section
3.06. Annual Meeting. The Board of Directors shall meet for the purpose of organization, the election of officers and the
transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place
where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the
annual meeting of the Board of Directors may be held at such place either within or without the State of Delaware, on such date and at
such time as shall be specified in a notice thereof given as hereinafter provided in Section 3.08 herein or in a waiver of notice thereof
signed by any director who chooses to waive the requirement of notice.
Section
3.07. Regular Meetings. After the place and time of regular meetings of the Board of Directors shall have been determined
and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice
being given.
Section
3.08. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief
Executive Officer or the President and shall be called by the Chairman of the Board, the Chief Executive Officer, President or Secretary
on the written request of three or more directors. Notice of special meetings of the Board of Directors shall be given to each director
at least two days before the date of the meeting in such manner as is determined by the Board of Directors.
Section
3.09. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more
of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the
member or members 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 of Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the Board of Directors or by applicable law, shall have and may
exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power
or authority in reference to the following matter: (a) approving or adopting, or recommending to the stockholders, any action or matter
expressly required by Delaware Law to be submitted to the stockholders for approval or (b) adopting, amending or repealing any bylaw of
the Corporation. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized
members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee
present at the meeting at which there is a quorum shall be the act of the Committee. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required. Except as otherwise provided in the Certificate of Incorporation,
these Bylaws, or the resolution of the Board of Directors designating the committee, a committee may create one or more subcommittees,
each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority
of the committee.
Section
3.10. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required
or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members
of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings
or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board of Directors or such committee. Such
filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained
in electronic form.
Section
3.11. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or
such committee, as the case may be, 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 shall constitute presence in person at the meeting.
Section
3.12. Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the
Board of Directors or to the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof
or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section
3.13. Vacancies. Unless otherwise provided in the Certificate of Incorporation, vacancies on the Board of Directors resulting
from death, resignation, removal or otherwise and newly created directorships resulting from any increase in the number of directors may
be filled solely by the affirmative vote of a majority of the remaining directors then in office (although less than a quorum) or by the
sole remaining director. Each director so elected shall hold office until the earlier of the expiration of the term of office of the director
whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal.
If there are no directors in office, then an election of directors may be held in accordance with Delaware Law. Unless otherwise provided
in the Certificate of Incorporation, when one or more directors shall resign from the Board, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall have the power to fill such future vacancy or vacancies, the
vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office
as provided in the filling of the other vacancies.
Section
3.14. Removal. Except as may otherwise be provided by the DGCL, any director or the entire Board of Directors may be removed,
with or without cause, at an annual meeting or at a special meeting called for that purpose, by the holders of a majority of the shares
then entitled to vote at an election of directors.
Section
3.15. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors
shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.
Section
3.16. Preferred Stock Directors. Notwithstanding anything else contained herein, whenever the holders of one or more classes
or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office,
filing of vacancies, removal and other features of such directorships shall be governed by the terms of the resolutions applicable thereto
adopted by the Board of Directors pursuant to the Certificate of Incorporation, and such directors so elected shall not be subject to
the provisions of Sections 3.02, 3.12 and 3.13 of this Article 3 unless otherwise provided therein.
ARTICLE
4
OFFICERS
Section
4.01. Principal Officers. The officers of the Corporation shall be elected by the Board of Directors and shall include a
Chief Executive Officer, a President, a Treasurer and a Secretary. The Board of Directors, in its discretion, may also elect a chairman
(who must be a director), one or more vice chairmen (who must be directors) and one or more vice presidents, assistant treasurers, assistant
secretaries and other officers. Any two or more offices may be held by the same person.
(a)
Chief Executive Officer. The Chief Executive Officer shall, when present, preside at all meetings of the stockholders and,
unless a Chairman of the Board of Directors has been elected and is present, shall preside at all meetings of the Board of Directors.
He or she shall also have general and active management of the business of the Corporation and shall see that all orders and resolutions
of the Board of Directors are put into effect. The Chief Executive Officer, unless some other person is specifically authorized by resolution
of the Board of Directors, shall sign all bonds, deeds, mortgages, leases, and other contracts of the Corporation. He or she shall have
the power to hire and discharge agents and employees who are not Officers of the Corporation.
(b)
President. The President shall be the chief operating and administrative officer of the Corporation. He or she shall have
general responsibility for the management and control of the operations and administration of the Corporation and shall perform all duties
and have all powers which are commonly incident to the office of chief operating officer or which are delegated to him or her by the Board
of Directors. Subject to the direction of the Board of Directors and the Chief Executive Officer, the President shall have power to sign
all stock certificates, contracts, bonds, mortgages and other instruments of the Corporation and shall have general supervision and direction
of all of the other officers (other than the Chief Executive Officer), employees and agents of the Corporation, subject in all cases to
the orders and resolutions of the Board of Directors and to the direction of the Chief Executive Officer.
(c)
Treasurer. The Treasurer shall supervise and be responsible for all the funds and securities of the Corporation, the deposit
of all moneys and other valuables to the credit of the Corporation in depositories of the Corporation, borrowings and compliance with
the provisions of all indentures, agreements and instruments governing such borrowings to which the Corporation is a party, the disbursement
of funds of the Corporation and the investment of its funds, and in general shall perform all of the duties incident to the office of
the Treasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such
other duties as such officer may agree with the Chief Executive Officer, President or as the Board of Directors may from time to time
determine.
(d)
Secretary. The powers and duties of the Secretary are: (i) to act as Secretary at all meetings of the Board of Directors,
of the committees of the Board of Directors and of the stockholders and to record the proceedings of such meetings in a book or books
to be kept for that purpose; (ii) to see that all notices required to be given by the Corporation are duly given and served; (iii) to
act as custodian of the seal of the Corporation and affix the seal or cause it to be affixed to all certificates of stock of the Corporation
and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions
of these Bylaws; (iv) to have charge of the books, records and papers of the Corporation and see that the reports, statements and other
documents required by law to be kept and filed are properly kept and filed; and (v) to perform all of the duties incident to the office
of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such
other duties as such officer may agree with the Chief Executive Officer, President or as the Board of Directors may from time to time
determine.
Section
4.02. Term of Office; Vacancy; and Remuneration. Each officer shall hold office until his or her successor is elected and
qualified, or until his or her earlier death, resignation or removal. Any vacancy in any office shall be filled in such manner as the
Board of Directors shall determine. The remuneration of all officers of the Corporation shall be fixed by the Board of Directors.
Section
4.03. Subordinate Officers. The Board of Directors may delegate to any principal officer the power to appoint and to remove
any such subordinate officers, agents or employees.
Section
4.04. Removal. Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or without
cause, at any time, by the majority vote of the members of the Board of Directors then in office.
Section
4.05. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors (or to a principal
officer if the Board of Directors has delegated to such principal officer the power to appoint and to remove such officer) of such person’s
resignation. The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified
in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section
4.06. Powers and Duties. The officers of the Corporation shall have such powers and perform such duties incident to each
of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors.
ARTICLE
5
CAPITAL STOCK
Section
5.01. Certificates for Stock; Uncertificated Shares. The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes
or series of its stock shall be uncertificated shares that may be evidenced by a book entry system maintained by the registrar of such
stock. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.
Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations
of the holders of shares represented by certificates of the same class and series shall be identical. Every holder of stock represented
by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman or Vice Chairman
of the Board of Directors, or the President or Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an assistant
Secretary of such Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon
a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by
the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. A Corporation
shall not have power to issue a certificate in bearer form.
Section
5.02. Transfer of Shares. Shares of the stock of the Corporation may be transferred on the record of stockholders of the
Corporation by the holder thereof or by such holder’s duly authorized attorney upon surrender of a certificate therefor properly
endorsed or upon receipt of proper transfer instructions from the registered holder of uncertificated shares or by such holder’s
duly authorized attorney and upon compliance with appropriate procedures for transferring shares in uncertificated form, unless waived
by the Corporation.
Section
5.03. Authority for Additional Rules Regarding Transfer. The Board of Directors shall have the power and authority to make
all such rules and regulations as they may deem expedient concerning the issue, transfer and registration of certificated or uncertificated
shares of the stock of the Corporation, as well as for the issuance of new certificates in lieu of those which may be lost or destroyed,
and may require of any stockholder requesting replacement of lost or destroyed certificates, bond in such amount and in such form as they
may deem expedient to indemnify the Corporation, and/or the transfer agents, and/or the registrars of its stock against any claims arising
in connection therewith.
Section
5.04. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate
of stock 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.
ARTICLE
6
INDEMNIFICATION
AND ADVANCEMENT OF EXPENSES
Section
6.01. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable
law as it presently exists or may hereafter be amended, any person (a “Covered 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 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
nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including
attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided
in Section 6.03, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced
by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific
case by the Board of Directors of the Corporation.
Section
6.02. Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses
(including attorneys’ fees) incurred by a Covered Person 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 Covered Person to repay all amounts advanced if it should be ultimately determined that
the Covered Person is not entitled to be indemnified under this Article 6 or otherwise.
Section
6.03. Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article 6 shall not be exclusive of any
other rights which such Covered 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.
Section
6.04. Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered 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 nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses
from such other Corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.
Section
6.05. Amendment or Repeal. Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder
shall not be eliminated or impaired by an amendment to or repeal of these Bylaws after the occurrence of the act or omission that is the
subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of
expenses is sought.
Section
6.06. Other Indemnification and Advancement of Expenses. This Article 6 shall not limit the right of the Corporation, to
the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as
authorized by appropriate corporate action.
ARTICLE
7
GENERAL PROVISIONS
Section
7.01. Fixing the Record Date.
(a)
In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten
(10) days before the date of such meeting. If the Board of Directors 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 of Directors determines, at the time it fixes the 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
of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at
a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date
for the determination of stockholders entitled to vote at 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 the determination of stockholders
entitled to vote therewith at the adjourned meeting.
(b)
In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix 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 of Directors adopts the resolution relating thereto.
Section
7.02. Dividends. Subject to limitations contained in Delaware Law and the Certificate of Incorporation, the Board of Directors
may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property
or in shares of the capital stock of the Corporation.
Section
7.03. Year. The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year. The fiscal
year of the Corporation may be changed by the Board of Directors.
Section
7.04. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization
and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed, affixed
or otherwise reproduced.
Section
7.05. Voting of Stock Owned by the Corporation. The Board of Directors may authorize any person, on behalf of the Corporation,
to attend, vote at and grant proxies to be used at any meeting of stockholders of any Corporation (except this Corporation) in which the
Corporation may hold stock.
Section
7.06. Form of Records. Any records maintained by 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,
provided that the records so kept can be converted into clearly legible paper form within a reasonable time.
Section
7.07. Amendments. These Bylaws or any of them, may be altered, amended or repealed, or new Bylaws may be made, by the stockholders
entitled to vote thereon at any annual or special meeting thereof or by the Board of Directors. Unless a higher percentage is required
by the Certificate of Incorporation as to any matter which is the subject of these Bylaws, all such amendments must be approved by the
affirmative vote of the holders of the majority of the total voting power of all outstanding securities of the Corporation then entitled
to vote generally in the election of directors, voting together as a single class or by a majority of the Board of Directors.
Section 7.08. Forum for Adjudication
of Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for
(i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary
duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii)
any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Certificate of Incorporation
or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine
shall be the Court of Chancery in the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district
court for the District of Delaware). If any action the subject matter of which is within the scope of the preceding sentence is filed
in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder,
such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the
State of Delaware in connection with any action brought in any such court to enforce the preceding sentence and (ii) having service of
process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent
for such stockholder.
**
As amended and restated through August 10, 2021, and
as further amended effective September 30, 2026.
EX-99.1
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99.1
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Cover
Sep. 29, 2026
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Current Fiscal Year End Date
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Entity File Number
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FF EAI Robotics Ecosystem Inc.
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0001460702
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DE
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