Form 8-K

8-K — Tevogen Bio Holdings Inc.

Accession: 0001493152-26-035334

Filed: 2026-07-30

Period: 2026-07-29

CIK: 0001860871

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

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

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-3.2 (ex3-2.htm)

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2026-07-29

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TVGN:WarrantsExercisableFor575PerShareOfCommonStockMember

2026-07-29

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 29, 2026

Tevogen Bio Holdings Inc.

Tevogen

Inc.

(Exact

name of Registrant as Specified in Its Charter)

Delaware

001-41002

98-1597194

(State

or Other Jurisdiction

of Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification No.)

Independence Boulevard, Suite #210

Warren,

New Jersey

07059

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (877) 838-6434

Tevogen

Bio Holdings Inc.

(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 per share

TVGN

The

Nasdaq Global Market

Warrants,

exercisable for $575 per share of Common Stock

TVGNW

The

Nasdaq Global Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.03

Amendments

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

July 29, 2026, Tevogen Bio Holdings Inc. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”)

to its Certificate of Incorporation, as amended, solely to change the Company’s name from “Tevogen Bio Holdings Inc.”

to “Tevogen Inc.” The name change became effective on July 30, 2026. A copy of the Certificate of Amendment is attached hereto

as Exhibit 3.1 and incorporated herein by reference.

connection with the name change, the Company’s Board of Directors approved an amendment (the “Bylaws Amendment”) to

the Company’s Amended and Restated Bylaws (the “Bylaws”), to reflect the change in the Company’s name, also effective

July 30, 2026. No other changes were made to the Bylaws. A copy of the Bylaws, as amended by the Bylaws Amendment, is attached as Exhibit

3.2 hereto and incorporated herein by reference.

The

Company’s common stock and public warrants continue to trade on the Nasdaq Global Market under the ticker symbols “TVGN”

and “TVGN”, respectively.

The

name change does not affect the rights of the Company’s security holders and the CUSIP numbers for the Company’s common stock

and public warrants will continue to be 88165K200 and 88165K119, respectively.

Item 9.01

Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

3.1

Certificate of Amendment to Certificate of Incorporation

3.2

Amended and Restated Bylaws

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.

TEVOGEN INC.

Date:

July 30, 2026

By:

/s/

Ryan Saadi

Ryan

Saadi

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT TO THE

CERTIFICATE

OF INCORPORATION

TEVOGEN

BIO HOLDINGS INC.

Tevogen

Bio Holdings Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation

Law of the State of Delaware (the “DGCL”), for the purpose of amending its Certificate of Incorporation, as amended

(the “Certificate of Incorporation”), in accordance with the DGCL, does hereby make and execute this Certificate of

Amendment to the Certificate of Incorporation, and does hereby certify that:

The

Board of Directors of the Corporation, by the unanimous written consent of its members, adopted resolutions setting forth the proposed

amendment of the Certificate of Incorporation, declaring said amendment to be advisable and in the best interests of the Corporation

and its stockholders in accordance with the provisions of Section 242 of the DGCL. The resolution setting forth the proposed amendment

is as follows:

RESOLVED,

that Article I of the Certificate of Incorporation of the Corporation be amended in its entirety as follows:

“The

name of the corporation is Tevogen Inc. (the “Corporation”).”

The

Certificate of Amendment to the Certificate of Incorporation has been duly adopted and approved by the Board of Directors by unanimous

written consent without a vote of stockholders in accordance with the provisions of Section 242 of the DGCL.

Except

as amended hereby, the provisions of the Certificate of Incorporation shall remain in full force and effect.

This

Certificate of Amendment to the Certificate of Incorporation shall be effective as of July 30, 2026.

[Remainder

of Page Intentionally Blank]

WITNESS WHEREOF, I have signed this Certificate of Amendment this 29th day of July, 2026.

TEVOGEN

BIO HOLDINGS INC.

By:

/s/

Ryan Saadi

Name:

Ryan

Saadi

Title:

Chief

Executive Officer

EX-3.2

Filename: ex3-2.htm · Sequence: 3

Exhibit

3.2

AMENDED

AND RESTATED Bylaws

Tevogen

Inc.

Article

I. Corporate Offices.

Section

1.1. Registered Office and Agent. The registered office of Tevogen Inc. (the “Corporation”) shall be as set

forth in the Charter of the Corporation (the “Charter”).

Section

1.2. Other Offices. The board of directors of the Corporation (the “Board”) may at any time establish other

offices at any place or places, either within or outside of the State of Delaware, where the Corporation is qualified to do business.

Article

II. Meetings of Stockholders.

Section

2.1. Place of Meetings. Meetings of stockholders shall be held at any place designated by the Board within or without outside

the State of Delaware, or by means of remote communication, in each case as may be determined by resolution of the Board from time to

time and stated in the notice of the meeting.

Section

2.2. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business

as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined exclusively by resolution

of the Board in its sole and absolute discretion and stated in the notice of the meeting.

Section

2.3. Special Meetings. Special meetings of stockholders of the Corporation may only be called in the manner provided in the Charter.

Any business transacted at any special meeting of stockholders shall be limited to matters properly brought before the meeting by or

at the direction of the Board.

Section

2.4. Notice of Stockholders’ Meetings. All notices of meetings of stockholders shall be in the form of a writing or electronic

transmission and shall be sent or otherwise given to each stockholder entitled to vote at such meeting as of the record date for determining

the stockholders entitled to notice of the meeting in accordance with Section 2.5 of these bylaws of the Corporation (the “Bylaws”)

not less than ten nor more 60 days before the date of the meeting (unless a different time is specified by law). The notice shall specify

the place (if any), date, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting

is called. The means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and

vote at such meeting shall also be provided in the notice. Notice of any meeting need not be given to any stockholder who shall, either

before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends 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.

Section

2.5. Manner of Giving Notice; Affidavit of Notice. Without limiting the manner by which notice otherwise may be given effectively

to stockholders, any notice to stockholders given by the Corporation under any provisions of the Delaware General Corporation Law (the

“DGCL”), the Charter, or these Bylaws, may be given in writing directed to the stockholder’s mailing address

(or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears on the records

of the Corporation and shall be given (a) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, (b) if delivered

by courier service, the earlier of when the notice is received or left at such stockholder’s address, or (c) if given by electronic

mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing

or by electronic transmission of an objection to receiving notice by electronic mail. A notice by electronic mail must include a prominent

legend that the communication is an important notice regarding the Corporation. An affidavit of the Secretary or an assistant secretary

or of the transfer agent of the Corporation that the notice has been given by mail or by a form of electronic transmission, as applicable,

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

Section

2.6. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or

represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise

provided by statute or by the Charter or these Bylaws. If, however, such quorum is not present or represented at any meeting of the stockholders,

then either (a) the chairperson of the meeting or (b) the holders of a majority of the shares present in person or by proxy at the meeting

and entitled to vote thereat, whether or not a quorum is present, shall have power to adjourn the meeting from time to time, without

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

Section

2.7. Adjourned Meeting; Notice. When a meeting is adjourned to another time or place, unless these Bylaws otherwise require, notice

need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, are provided

in accordance with the DGCL. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the

original meeting as originally noticed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is

fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the

meeting.

Section

2.8. Conduct of Business. The chairperson of any meeting of stockholders shall determine the order of business and the procedure

at the meeting, including such matters as the regulation of the manner of voting and the conduct of business.

Section

2.9. Voting. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions

of Section 2.11 of these Bylaws and subject to the provisions of Sections 217 and 218 of the DGCL (relating to voting rights of fiduciaries,

pledgors, and joint owners of stock and to voting trusts and other voting agreements). Voting at meetings of stockholders need not be

by written ballot and, unless otherwise required by law, need not be conducted by an inspector of election unless so determined by the

holders of the shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled

to vote thereon which are present in person at such meeting.

Except

as may be otherwise provided in the Charter, each stockholder shall be entitled to one vote for each share of capital stock having voting

power held by such stockholder or by proxy.

nominee for director shall be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against

such nominee’s election; provided, however, that directors shall be elected by a plurality of the votes of the shares represented

in person or by proxy at any meeting of stockholders at which a quorum is present and for which, as of the tenth day before the Corporation

first mails its notice of meeting for such meeting to the stockholders, the Secretary of the Corporation determines that the number of

nominees exceeds the number of directors to be elected. If directors are to be elected by a plurality of the votes cast, stockholders

shall not be permitted to vote against a nominee. A director standing for reelection in an uncontested election must tender a resignation

conditioned on the incumbent director’s failure to receive a majority of the votes cast. The Board may designate a committee pursuant

to these Bylaws with the responsibility for making a recommendation to the Board on whether to accept or reject a resignation tendered

by a director who has failed to receive a majority of the votes cast, or whether other action should be taken. The Board will make a

decision and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election

results. The director who fails to receive a majority vote will not participate in the committee’s recommendation or the Board’s

decision.

Section

2.10. Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the Charter, or these Bylaws,

a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice,

whether before or after the time 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 a meeting for the express purpose of objecting, at the beginning of

the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted

at, nor the purpose of, any regular or special meeting of the stockholders need to be specified in any written waiver of notice, or any

waiver by electronic transmission, unless so required by the Charter or these Bylaws.

Section

2.11. Record Date for Stockholder Notice; Voting; Giving Consents. 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, or entitled to express consent to corporate

action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights,

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

action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than ten days before the date of such

meeting, nor more than 60 days prior to any other action.

the Board does not so fix a record date:

(a)

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;

(b)

the

record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior

action by the Board is necessary, shall be the day on which the first written consent (including consent by electronic mail or other

electronic transmission as permitted by law) is delivered to the Corporation; and

(c)

the

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

the resolution relating thereto.

determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment

of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section

2.12. Nominations and Proposals for Annual Meetings of Stockholders.

(a)

Nominations

of persons for election to the Board and the proposal of business to be considered by the stockholders may only be made at an annual

meeting of stockholders (i) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (ii) by or at the

direction of the Board or the chairperson of the meeting, or (iii) by any stockholder of the Corporation that (A) was a stockholder

of record at the time of giving of the notice provided for in this Section 2.12 and at the time of the annual meeting, (B) is entitled

to vote with respect to such matter at the meeting, and (C) complies in all applicable respects with the notice procedures set forth

in this Section 2.12. At any annual meeting of stockholders, the presiding officer of such meeting may announce the nominations and

other business to be considered which are set forth in the Corporation’s notice of meeting and proxy statement and, by virtue

thereof, such nominations and other business so announced shall be properly brought before such meeting and may be considered and

voted upon by the stockholders of the Corporation entitled to vote thereat without further requirement of nomination, motion, or

second.

(b)

For

nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph

(a) of this Section 2.12, the stockholder making such nominations or proposing such other business (the “Proposing Stockholder”)

must theretofore have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise

be a proper matter for stockholder action. To be timely, a Proposing Stockholder’s notice shall be delivered to the Secretary

at the principal executive offices of the Corporation not later than 5:00 p.m., Eastern Time, on the 90th day nor earlier than 5:00

p.m., Eastern Time on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however,

that in the event that the date of the annual meeting is changed by more than 30 days before or more than 60 days after the one-year

anniversary date of the previous year’s annual meeting, notice by the stockholder to be timely must be so delivered not later

than 5:00 p.m., Eastern Time, on the later of (x) the 90th day prior to the scheduled date of such annual meeting or (y) the tenth

day following the day on which Public Disclosure (as defined below) of the date of such meeting is first made by the Corporation.

In no event shall the Public Disclosure of an adjournment, recess, or postponement of an annual meeting commence a new time period

for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election

at an annual meeting shall not exceed the number of directors to be elected at such annual meeting, and for the avoidance of doubt,

no stockholder shall be entitled to make additional or substitute nominations following the expiration of the time periods set forth

in this Section 2.12. “Public Disclosure” shall mean disclosure in a press release reported by the Dow Jones News

Service, Associated Press, or a comparable national news service, in a document publicly filed by the Corporation with the Securities

and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and

regulations promulgated thereunder (the “Exchange Act”), or by such other means as is reasonably designed to inform

the public or stockholders of the Corporation in general of such information, including, without limitation, posting on the Corporation’s

investor relations website.

(c)

be in proper form, a Proposing Stockholder’s notice to the Secretary must:

(i)

set

forth, as to the Proposing Stockholder and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (A)

the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any,

(B) the class or series and number of shares of the Corporation that are, directly or indirectly, owned beneficially and of record

by the Proposing Stockholder and such beneficial owner, if any, as of the date of such notice, and any shares as to which such stockholder

and beneficial owner or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future

(which information shall be supplemented by such stockholder and beneficial owner not later than ten days after the record date for

the meeting to disclose such ownership as of the record date), (C) a description of all agreements, arrangements and understandings,

written or oral, between the Proposing Stockholder or such beneficial owner and any other person or persons (including their names)

in connection with the nomination or proposal of such business by such stockholder, (D) a representation that the Proposing Stockholder

is a holder of record of 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 or propose such other business proposal, (E) if the Proposing

Stockholder or such beneficial owner intends or is part of a group that intends to solicit proxies or votes in support of nominees

for director of the Corporation other than the Corporation’s nominees (unless such solicitation would not be subject to Rule

14a-19 under the Exchange Act), the information required to be included in a notice to the Corporation required by Rule 14a-19(b)

under the Exchange Act and (F) any other information relating to the Proposing Stockholder and such beneficial owner that would be

required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations

of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of

the Exchange Act;

(ii)

the notice relates to any business other than the nomination of a director that the Proposing Stockholder proposes to bring before

the meeting, set forth a brief description of the business desired to be brought before the meeting (including the text of any resolutions

proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed

amendment), the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial

owner, if any, in such business; and

(iii)

set

forth, as to each person, if any, whom the Proposing Stockholder proposes to nominate for election or reelection as a director, (A)

such person’s name, age, business address, and current residential address, (B) such person’s principal occupation or

employment, (C) the class and number of shares of capital stock of the Corporation that are owned of record and beneficially by such

person, if any, (D) all information relating to such person that would be required to be disclosed in a proxy statement soliciting

proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that

is otherwise required to be disclosed, under Section 14(a) of the Exchange Act (including such person’s written consent to

being named as a nominee in any proxy statement and any associated proxy card for the Corporation’s next meeting of stockholders

for the election of directors and to serving as a director if elected), and (E) a description of all direct and indirect compensation

and other monetary agreements, arrangements and understandings, written or oral, during the past three years, and any other relationships,

between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting

in concert therewith, on the one hand, and each proposed nominee, and their respective affiliates and associates, or others acting

in concert therewith, on the other hand.

any stockholder provides notice to the Corporation pursuant to Rule 14a-19(b), such stockholder shall deliver to the Corporation, no

later than five business days prior to the annual meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a). If

a nominating stockholder (i) provides notice pursuant to Rule 14a-19 promulgated and (ii) subsequently (A) notifies the Corporation that

such stockholder no longer intends to solicit proxies in support of director nominees other than the Corporation’s director nominees

in accordance with Rule 14a-19, (B) fails to comply with the requirements of Rule 14a-19 or these Bylaws, or (C) fails to provide reasonable

evidence sufficient to satisfy the Corporation that such requirements have been met, such stockholder’s nomination(s) shall be

deemed null and void and the Corporation shall disregard any proxies or votes solicited for any nominee proposed by such shareholder

notwithstanding that such nominee may be named in the notice of meeting or in any proxy statement or associated proxy card and notwithstanding

that proxies in respect of the election of such proposed nominees may have been received by the Corporation.

addition, to be considered timely, a stockholder’s notice shall further be updated and supplemented, if necessary, so that the

information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as

of the date that is ten days prior to the meeting or any adjournment, recess or postponement thereof, and such update and supplement

shall be delivered to the Secretary not later than five days after the record date for the meeting in the case of the update and supplement

required to be made as of the record date, and not later than eight days prior to the date for the meeting or any adjournment or postponement

thereof in the case of the update and supplement required to be made as of ten days prior to the meeting or any adjournment or postponement

thereof. No such supplement or update may include any new proposal not set forth in the original notice or be deemed to cure any defects

or limit the remedies (including without limitation under these Bylaws) available to the Corporation relating to any defect.

(d)

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 paragraph (b)) to the Secretary of the Corporation at the principal executive

offices of the Corporation a completed, written, and signed questionnaire (in the form customarily used by the Corporation for its

directors) 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 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:

(i)

not and will not become a party to (A) any agreement, arrangement or understanding, written or oral, 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 to the Corporation or (B) any

Voting Commitment that could limit or interfere with such persons’ ability to comply, if elected as a director of the Corporation,

with such person’s fiduciary duties under applicable law;

(ii)

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

(iii)

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.

The

Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation 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.

(e) Notwithstanding

the foregoing provisions of this Section 2.12, a stockholder shall also comply with all applicable

requirements of the Exchange Act, and the rules and regulations thereunder with respect to

the matters set forth in this Section 2.12, and nothing in this Section 2.12 shall be deemed

to affect any rights of stockholders to request inclusion of proposals in the Corporation’s

proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision

thereof) and, to the extent required by such rule, have such proposals considered and voted

on at an annual meeting.

(f) Except

as otherwise provided by law, at any meeting of stockholders the chairperson of the meeting

(and, in advance of any meeting of stockholders, the Board or any committee designated by

the Board pursuant to these Bylaws) shall have the power and duty (i) to determine whether

any nomination or business proposed to be brought before the meeting was made or proposed

in accordance with the procedures set forth in this Section 2.12 and (ii) if any nomination

was not made or such other business was not made or proposed in compliance with this Section

2.12, to declare that such nomination shall be disregarded or that such proposed business

shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.12, unless

otherwise required by law, if the stockholder (or a qualified representative of the stockholder)

does not appear at a meeting of stockholders of the Corporation to present the nomination

or proposed business advanced by such stockholder, such proposed business shall not be transacted,

notwithstanding that such proposal is set forth in the notice of meeting and notwithstanding

that proxies in respect of such vote may have been received by the Corporation. For purposes

of this Section 2.12, to be considered a qualified representative of the stockholder, a person

must be a duly authorized officer, manager, or partner of such stockholder or must be authorized

by a writing executed by such stockholder or an electronic transmission delivered by such

stockholder to act for such stockholder as proxy at the meeting of stockholders and such

person must produce such writing or electronic transmission, or a reliable reproduction of

the writing or electronic transmission, at the meeting of stockholders.

(g) Any

person directly or indirectly soliciting proxies from the stockholders of the Corporation

must use a proxy card color other than white, which shall be reserved for the exclusive use

of the Board.

Section

2.13. List of Stockholders Entitled to Vote. The Corporation shall, no later than the tenth calendar day before every meeting

of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the

address (but not the electronic address or other electronic contact information) of each stockholder and the number of shares registered

in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting,

for a period of at least ten calendar days prior to the meeting (a) during ordinary business hours at the principal place of business

of the Corporation or (b) as otherwise provided by law. Such list shall presumptively determine the identity of the stockholders entitled

to vote at the meeting and the number of shares held by each of them.

Section

2.14. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action

in writing without a meeting may authorize another person or persons to act for them by proxy, but no such proxy shall be voted or acted

upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s

name is placed on the proxy (whether by manual signature, typewriting, facsimile, electronic or telegraphic transmission or otherwise)

by the stockholder or the stockholder’s attorney-in-fact. A duly executed proxy shall be irrevocable if it states that it is irrevocable

and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may remain irrevocable

regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

Article

III. Directors.

Section

3.1. Powers. Subject to the provisions of the DGCL and any limitation in the Charter or these Bylaws relating to action required

to be approved by the stockholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all

corporate powers shall be exercised by or under the direction of the Board.

Section

3.2. Number of Directors. The number of directors that shall constitute the whole Board shall be fixed from time to time solely

by resolution of a majority of the total number of directors that the Corporation would have if there were no vacancies. Each director

shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification

or removal. The directors shall be classified in the manner provided in the Charter. Each director shall hold office until such time

as provided in the Charter. Elections of directors need not be by written ballot.

Section

3.3. Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission

to the attention of the Secretary of the Corporation. When one or more directors so resigns and the resignation is effective at a future

date, 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, and each director so chosen shall hold

office as provided in this section in the filling of other vacancies.

Unless

otherwise provided in the Charter or these Bylaws:

(a) Vacancies

and newly created directorships resulting from any increase in the authorized number of directors

elected may be filled by a majority of the directors then in office, even if less than a

quorum, or by a sole remaining director.

(b) Whenever

the holders of any class or classes of stock or series thereof are entitled to elect one

or more directors by the provisions of the Charter, vacancies and newly created directorships

of such class or classes or series may be filled by a majority of the directors elected by

such class or classes or series thereof then in office or by a sole remaining director so

elected.

at any time, by reason of death or resignation or other cause, the Corporation should have no directors in office, then any officer of

the Corporation may call a special meeting of stockholders in accordance with the provisions of the Charter or these Bylaws, or may apply

to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

the event of a vacancy in the Board, the remaining directors, except as otherwise provided by law, may exercise the powers of the full

Board until such vacancy is filled.

Section

3.4. Place of Meetings; Remote Meetings. The Board may hold meetings, both regular and special, either within or outside the State

of Delaware. Unless otherwise restricted by the Charter or these Bylaws, members of the Board, or any committee designated by the Board,

may participate in a meeting of the Board, or any committee, by means of conference telephone, internet, video, 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

3.5. Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from time

to time be determined by the Board.

Section

3.6. Special Meetings; Notice. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson

of the Board, the chief executive officer, any vice president, the Secretary or any two (2) directors.

Notice

of the time and place of special meetings shall be:

(a) delivered

personally by hand, by courier or by telephone;

(b) sent

by United States first-class mail, postage prepaid; or

by electronic transmission” as defined in Section 232 of the DGCL.

the notice is (i) delivered personally by hand, by courier or by telephone, or (ii) sent by electronic mail, it shall be delivered or

sent at least forty-eight (48) hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall

be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. Any oral notice may be communicated

to a director. If the notice is sent by electronic transmission, it shall be delivered to the extent and in accordance with applicable

law. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive

office) nor the purpose of the meeting.

Section

3.7. Quorum. At all meetings of the Board, a majority of the authorized number of directors then in office shall constitute a

quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall

be the act of the Board, except as may be otherwise specifically provided by statute or by the Charter. If a quorum is not present at

any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement

at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding

the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section

3.8. Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the Charter, or these Bylaws,

a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice,

whether before or after the time 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 a meeting for the express purpose of objecting, at the beginning of

the meeting, to the transaction of any business because the meeting is not lawfully called and convened. Neither the business to be transacted

at, nor other purpose of, any regular or special meeting of the directors, or a committee of directors, need to be specified in any written

waiver of notice or any waiver by electronic transmission unless so required by the Charter or these Bylaws.

Section

3.9. Board Action by Written Consent Without a Meeting. Unless otherwise restricted by the Charter or these Bylaws, any action

required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members

of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and any consent may be documented,

signed and delivered in any manner permitted by Section 116 of the DGCL. After an action is taken, the consent or consents relating thereto

shall be filed with the minutes of proceedings of the Board or committee in the same paper or electronic form as the minutes are maintained.

Section

3.10. Fees and Compensation of Directors. Unless otherwise restricted by the Charter or these Bylaws, the Board shall have the

authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the

Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as director. No such payment shall preclude

any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees

may be allowed like compensation for attending committee meetings.

Section

3.11. Approval of Loans. The Corporation shall not, either directly or indirectly, including through any subsidiary, extend or

maintain credit, arrange for the extension of credit, or renew an extension of credit, in the form of a personal loan to or for any director,

executive officer (or equivalent thereof), or control person, but may lend money to and use its credit to assist any employee, excluding

such executive officers, directors, or other control persons of the Corporation or of a subsidiary, whenever, in the judgment of the

directors, such loan, guarantee, or assistance may reasonably be expected to benefit the Corporation. The loan, guarantee or other assistance

may be with or without interest and may be unsecured or secured in such manner as the Board shall approve, including, without limitation,

a pledge of shares of stock of the Corporation. Nothing contained in this section shall be deemed to deny, limit or restrict the powers

of guarantee or warranty of the Corporation at common law or under any statute.

Section

3.12. Removal of Directors. Directors may be removed from office by stockholders only in the manner provided in the Charter.

Article

IV. Committees.

Section

4.1. Committees of Directors. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees,

with 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 thereof present at any meeting and not disqualified from voting, whether or not they

constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified

member. Any such committee, to the extent provided in the resolution of the Board or in the Bylaws of the Corporation, shall have and

may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize

the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority

to (a) approve, adopt or recommend to the stockholders any action or matter the DGCL expressly requires be submitted to the stockholders

for approval, or (b) adopt, amend, or repeal the Bylaws.

Section

4.2. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

Section

4.3. Meetings and Action of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance

with, the provisions of Article III and Sections 3.4 through 3.9 of these Bylaws, with such changes in the context of those Bylaws as

are necessary to substitute the committee and its members for the Board and its members; provided, however, that the time of regular

meetings of committees may be determined either by resolution of the Board or by resolution of the committee, that special meetings of

committees may also be called by resolution of the Board and that notice of special meetings of committees shall also be given to all

alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of

any committee not inconsistent with the provisions of these Bylaws.

Article

V. Officers.

Section

5.1. Officers. The officers of the Corporation shall be a Chief Executive Officer, a President, a Chief Financial Officer, and

a Secretary. The Board, in its discretion, may also elect one or more vice presidents, assistant treasurers, assistant secretaries, and

other officers in accordance with these Bylaws. Any two or more offices may be held by the same person.

Section

5.2. Appointment of Officers. The officers of the Corporation, except such officers as may be appointed in accordance with the

provisions of Section 5.3 or Section 5.5 of these Bylaws, shall be appointed by the Board, subject to the rights, if any, of an officer

under any contract of employment.

Section

5.3. Subordinate Officers. The Board may appoint, or empower the Chief Executive Officer to appoint, such other officers and agents

as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such

duties as are provided in these Bylaws or as the Board may from time to time determine.

Section

5.4. Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer

may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of

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

the Board.

Any

officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt

of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation

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

contract to which the officer is a party.

Section

5.5. Vacancies in Offices. Any vacancy occurring in any office of the Corporation shall be filled by the Board.

Section

5.6. Authority and Duties of Officers. All officers of the Corporation shall respectively have such authority and perform such

duties in the management of the business of the Corporation as may be provided herein or designated from time to time by the Board and,

to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

Section

5.7. Compensation. The compensation of the officers of the Corporation for their services as such shall be fixed from time to

time by or at the direction of the Board. An officer of the Corporation shall not be prevented from receiving compensation by reason

of the fact that the officer is also a director of the Corporation.

Article

VI. Indemnity.

Section

6.1. Third-Party Actions. Subject to the provisions of this Article VI, the Corporation shall indemnify and hold harmless any

person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding,

whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the

fact that they are or were a director or officer of the Corporation, or are or were serving at the request of the Corporation as a director,

officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including

attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Corporation,

which approval shall not be unreasonably withheld) actually and reasonably incurred by them in connection with such action, suit, or

proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests

of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.

The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere

or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person

reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding,

had reasonable cause to believe that their conduct was unlawful.

Section

6.2. Actions by or in the Right of the Corporation. Subject to the provisions of this Article VI, the Corporation shall indemnify

any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in

the right of the Corporation to procure a judgment in its favor by reason of the fact that they are or were a director, officer, employee

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

corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably

incurred by them in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner

such person reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall

be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless

and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon

application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably

entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding any

other provision of this Article VI, no person shall be indemnified hereunder for any expenses or amounts paid in settlement with respect

to any action to recover short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.

Section

6.3. Successful Defense. To the extent that a director, officer, employee or agent of the Corporation has been successful on the

merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 6.1 or 6.2, or in defense of any claim, issue

or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred

by them in connection therewith.

Section

6.4. Determination of Conduct. Any indemnification under Sections 6.1 or 6.2 (unless ordered by a court) shall be made by the

Corporation only as authorized in the specific case upon a determination that the indemnification of the director, officer, employee

or agent is proper in the circumstances because they have met the applicable standard of conduct set forth in Sections 6.1 or 6.2, as

applicable. Such determination shall be made (a) by the Board by a majority vote of a quorum consisting of directors who were not parties

to such action, suit, or proceeding, (b) if such quorum is not obtainable or, even if obtainable, as a quorum of disinterested directors

so directs, by independent legal counsel in a written opinion, or (c) by the stockholders. Notwithstanding the foregoing, a director,

officer, employee, or agent of the Corporation shall be entitled to contest any determination that the director, officer, employee, or

agent has not met the applicable standard of conduct set forth in Sections 6.1 or 6.2 by petitioning a court of competent jurisdiction.

Section

6.5. Payment of Expenses in Advance. To the fullest extent permitted by law, expenses (including attorneys’ fees) incurred

in defending a civil or criminal action, suit, or proceeding, by an individual who may be entitled to indemnification pursuant to Section

6.1 or 6.2, shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of

an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined

that they are not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section

6.6. Indemnity Not Exclusive. The indemnification and advancement of expenses provided by or granted pursuant to the other sections

of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses

may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their

official capacity and as to action in another capacity while holding such office.

Section

6.7. Insurance Indemnification. The Corporation shall have the power to purchase and maintain insurance on behalf of any person

who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation, as a

director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability

asserted against them and incurred by them in any such capacity or arising out of their status as such, whether or not the Corporation

would have the power to indemnify them against such liability under this Article VI.

Section

6.8. The Corporation. For purposes of this Article VI references to the “Corporation” shall include, in addition to

the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger

which, if its separate existence had continued, would have had the power and authority to indemnify its directors and officers, so that

any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request

of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust,

or other enterprise, shall stand in the same position under and subject to the provisions of this Article VI (including, without limitation,

the provisions of Section 6.4) with respect to the resulting or surviving corporation as such person would have with respect to such

constituent corporation if its separate existence had continued.

Section

6.9. Employee Benefit Plans. For purposes of this Article VI, references to “other enterprises” shall include employee

benefit plans; references to “fines” shall 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” shall include any service as a director, officer, employee

or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect

to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably

believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner

“not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section

6.10. Indemnity Fund. Upon resolution passed by the Board, the Corporation may establish a trust or other designated account,

grant a security interest or use other means (including, without limitation, a letter of credit), to ensure the payment of certain of

its obligations arising under this Article VI and/or agreements which may be entered into between the Corporation and its officers and

directors from time to time.

Section

6.11. Indemnification of Other Persons. The provisions of this Article VI shall not be deemed to preclude the indemnification

of any person who is not a director or officer of the Corporation or is not serving at the request of the Corporation as a director,

officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, but whom the Corporation

has the power or obligation to indemnify under the DGCL or otherwise. The Corporation may, in its sole discretion, indemnify an employee,

trustee, or other agent as permitted by the DGCL. The Corporation shall indemnify an employee, trustee, or other agent where required

by law.

Section

6.12. Savings Clause. If this Article VI or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction,

then the Corporation shall nevertheless indemnify each person entitled to indemnification hereunder against expenses (including attorney’s

fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding, or investigation, whether civil,

criminal or administrative, and whether internal or external, including a grand jury proceeding and an action or suit brought by or in

the right of the Corporation, to the full extent permitted by any applicable portion of this Article VI that shall not have been invalidated,

or by any other applicable law.

Section

6.13. Continuation of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by,

or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has

ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such

a person.

Section

6.14. Conflicts. No indemnification or advance shall be made under this Article VI, except where such indemnification or advance

is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

(a) That

it would be inconsistent with a provision of the Charter, these Bylaws, a resolution of the

stockholders or an agreement in effect at the time of the accrual of the alleged cause of

the action asserted in the proceeding in which the expenses were incurred or other amounts

were paid, which prohibits or otherwise limits indemnification; or

(b) That

it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section

6.15. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect

any right or protection (a) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification

or (b) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect

prior to the time of such repeal or modification.

Article

VII. General Matters.

Section

7.1. Stock Certificates; Partly Paid Shares. Shares of the Corporation’s stock may be certified or uncertified, as provided

under Delaware law, and shall be entered in the books of the Corporation and registered as they are issued. Every holder of stock represented

by certificates shall entitled to have a certificate signed by, or in the name of, the Corporation by any two authorized officers of

the Corporation (it being understood that each of the Chairperson of the Board, vice chairperson of the Board or the Chief Executive

Officer, President, a Vice President, the Chief Financial Officer, an assistant treasurer, the Secretary, or an assistant secretary of

the Corporation shall be an authorized officer for such purpose), representing the number of shares and the class or series of shares

owned by the stockholder. Any or all of the signatures on the certificate may be a facsimile or electronic (e.g., PDF) signature.

In case any officer, transfer agent or registrar who has signed or whose facsimile or electronic signature has been placed upon a certificate

has ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with

the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

The

Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to

be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and

records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor

and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare

a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

Section

7.2. Lost Certificates. Except as provided in this Section 7.2, no new certificates for shares shall be issued to replace a previously

issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new

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

or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed, and

the Corporation may require the owner of the lost, stolen or destroyed certificate, or their legal representative, to give the Corporation

a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft, or destruction

of any such certificate or the issuance of such new certificate or uncertificated shares.

Section

7.3. Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions

in the DGCL shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes

the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

Section

7.4. Dividends. The Board of Directors may declare dividends upon the capital stock of the Corporation, subject to the provisions

of the Charter and the laws of the State of Delaware.

Section

7.5. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.

Section

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

the same by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section

7.7. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its

books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments

the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest

in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise

provided by the laws of the State of Delaware.

Section

7.8. Conflicts with Charter. In the event of any conflict between the provisions of the Corporation’s Charter and these

Bylaws, the provisions of the Charter shall govern.

Article

VIII. Amendments.

Except

as provided in the Certificate of Incorporation and consistent therewith, or as provided otherwise by law, these Bylaws may be adopted,

amended, altered, or repealed by either (a) the affirmative vote of at least a majority of the directors then in office, without any

action on the part of the stockholders, or (b) the affirmative vote of at least a majority of the voting power of all of the then-outstanding

shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class,

at any annual or special meeting of stockholders, provided that such proposed action shall be stated in the notice of such meeting.

Amended and Restated effective July 30, 2026

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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No definition available.

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duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

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Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Address Line 2 such as Street or Suite number

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No definition available.

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Name:

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

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- Definition

Name of the City or Town

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No definition available.

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Data Type:

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- Definition

Code for the postal or zip code

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No definition available.

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Data Type:

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- Definition

Name of the state or province.

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No definition available.

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dei_EntityAddressStateOrProvince

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

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Data Type:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

+ Details

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Data Type:

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

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Period Type:

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- Definition

Former Legal or Registered Name of an entity

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityRegistrantName

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

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- Definition

Local phone number for entity.

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No definition available.

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Name:

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xbrli:normalizedStringItemType

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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Namespace Prefix:

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Data Type:

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Data Type:

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Balance Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Data Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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Name:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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- Details

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