Exhibit 3.2

FORM OF AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ACCELEVATION HOLDINGS CORP.

* * * * *

Accelevation Holdings Corp., a corporation duly organized and existing under and by virtue of

the provisions of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY as follows:

FIRST: The present name of the Corporation is Accelevation Holdings Corp. The original

Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State

of Delaware on June 15, 2026 (the “Certificate of Incorporation”).

SECOND: The Board of Directors of the Corporation, pursuant to a unanimous written consent,

duly adopted resolutions authorizing the Corporation to amend and restate the Certificate of

Incorporation in its entirety to read as set forth in Exhibit A attached hereto and made a part

hereof (the “Amended and Restated Certificate”).

THIRD: The Amended and Restated Certificate restates and integrates and further amends the

Certificate of Incorporation.

FOURTH: The stockholders of the Corporation approved and adopted the Amended and

Restated Certificate by written consent in accordance with Section 228 of the General

Corporation Law of the State of Delaware.

FIFTH: The Amended and Restated Certificate has been duly adopted in accordance with

Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

* * * * *

Signature Page to Amended and Restated

Certificate of Incorporation of Accelevation Holdings Corp.

IN WITNESS WHEREOF, Accelevation Holdings Corp. has caused this Amended and Restated

Certificate of Incorporation to be executed by its duly authorized officer on this              day

of              , 2026.

	ACCELEVATION HOLDINGS CORP.
	By:
	Name:	Michael Rubiera
	Title:	Chief Executive Officer

Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ACCELEVATION HOLDINGS CORP.

ARTICLE ONE

The name of the corporation is Accelevation Holdings Corp. (the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange

Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its

registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The nature and purpose of the business of the Corporation is to engage in any lawful act or

activity for which corporations may be organized under the General Corporation Law of the

State of Delaware (“DGCL”).

ARTICLE FOUR

Section 1.Authorized Shares. The total number of shares of all classes of capital stock

which the Corporation shall have authority to issue is              shares, consisting of three classes

as follows:

1.               shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”);

2.         shares of Class A common stock, par value $0.0001 per share (the “Class A

Common Stock”); and

3.         shares of Class B common stock, par value $0.0001 per share (the “Class B

Common Stock” and together with the Class A Common Stock, the “Common Stock”).

The Preferred Stock and the Common Stock shall have the designations, rights, powers, and

preferences and the qualifications, restrictions, and limitations thereof, if any, set forth below.

Section 2.Preferred Stock. The Board of Directors of the Corporation (the “Board”) is

authorized, subject to limitations prescribed by law, to provide, by resolution or resolutions for

the issuance of shares of Preferred Stock in one or more series, and with respect to each series, to

establish the number of shares to be included in each such series, and to fix the voting powers (if

any), designations, powers, preferences, and relative, participating, optional, or other special

rights, if any, of the shares of each such series, and any qualifications, limitations, or restrictions

thereof, including dividend rights, conversion rights, voting rights, terms of redemption, and

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liquidation preferences, any or all of which may be greater than the rights of the Common Stock.

The powers (including voting powers), preferences, and relative, participating, optional, and

other special rights of each series of Preferred Stock and the qualifications, limitations or

restrictions thereof, if any, may differ from those of any and all other series at any time

outstanding. Subject to the rights of the holders of any series of Preferred Stock, the number of

authorized shares of Preferred Stock may be increased or decreased (but not below the number of

shares thereof then outstanding), without the separate vote of the holders of the Preferred Stock

as a class, irrespective of the provisions of Section 242(b)(2) of the DGCL. For the avoidance of

doubt, and notwithstanding the foregoing, the Corporation shall be governed by Section 242(d)

of the DGCL.

Section 3.Common Stock.

(a)Voting Rights. Except as otherwise required by the DGCL or as provided

by or pursuant to the provisions of this Certificate of Incorporation (as amended and/or restated

from time to time, including pursuant to any certificate of designation relating to any series of

Preferred Stock, the “Certificate”):

(i)Each holder of Class A Common Stock shall be entitled to one

vote for each share of Class A Common Stock held of record by such holder on all matters to be

voted upon by stockholders of the Corporation.

(ii)Each holder of Class B Common Stock shall be entitled to one vote

for each share of Class B Common Stock held of record by such holder on all matters to be voted

upon by stockholders of the Corporation.

(iii)Except as otherwise required in this Certificate or by applicable

law, the holders of Class A Common Stock and Class B Common Stock shall vote together as a

single class on all matters on which stockholders of the Corporation are generally entitled to vote

(and, if any holders of Preferred Stock are entitled to vote together with the holders of Common

Stock, as a single class with such holders of Preferred Stock); provided, however, that, except as

otherwise required by law or this Certificate, the holders of Common Stock, as such, shall not be

entitled to vote on any amendment to this Certificate (including any certificate of designation

relating to any series of Preferred Stock) that relates solely to the terms of one or more

outstanding series of Preferred Stock if the holders of such affected series are entitled, either

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

to this Certificate (including any certificate of designation relating to any series of Preferred

Stock) or pursuant to the DGCL. Subject to the rights of the holders of any series of Preferred

Stock, the number of authorized shares of Class A Common Stock or Class B Common Stock

may be increased or decreased (but not below the number of shares thereof then outstanding)

without the separate vote of the holders of the Class A Common Stock or Class B Common

Stock, as applicable, irrespective of the provisions of Section 242(b)(2) of the DGCL. For the

avoidance of doubt, the Corporation does not intend by the foregoing sentence to opt out of the

provisions of Section 242(d) of the DGCL, and intends that Section 242(d) be applicable to the

Corporation.

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(iv)The holders of shares of Common Stock shall not have cumulative

voting rights.

(b)Dividends. Subject to applicable law and the rights, if any, of the holders

of any outstanding series of Preferred Stock or any class or series of stock having a preference

over or the right to participate with the Class A Common Stock with respect to the payment of

dividends in cash, stock, or property of the Corporation, such dividends may be declared and

paid on the Class A Common Stock out of the assets of the Corporation that are by law available

therefor at such times and in such amounts as the Board in its discretion shall determine.

Dividends shall not be declared or paid on the Class B Common Stock.

(c)Liquidation, Dissolution, etc. In the event of any voluntary or involuntary

liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or

provision for payment of the debts and other liabilities of the Corporation as required by law and

of the preferential and other amounts, if any, to which the holders of Preferred Stock or any class

or series of stock having a preference over or the right to participate with the Class A Common

Stock shall be entitled, the holders of all outstanding shares of Class A Common Stock shall be

entitled to participate in the distribution of the remaining assets of the Corporation available for

distribution to holders of Class A Common Stock ratably in proportion to the number of shares

held by each such stockholder. The holders of shares of Class B Common Stock, as such, shall

not be entitled to receive any assets of the Corporation in the event of any voluntary or

involuntary liquidation, dissolution, or winding up of the affairs of the Corporation.

(d)Reclassification. Neither the Class A Common Stock nor the Class B

Common Stock may be subdivided, split, combined, consolidated, reclassified, or otherwise

changed unless contemporaneously therewith the other class of Common Stock and the common

units of Accelevation Holdings LLC, a Delaware limited liability company (such units, the “LLC

Units”), are subdivided, split, combined, consolidated, reclassified, or otherwise changed in the

same proportion and in the same manner.

(e)Exchange. The holders of LLC Units other than the Corporation shall, to

the extent provided in the Exchange Agreement and the LLC Agreement (each, defined below)

and in accordance with the terms and conditions of the Exchange Agreement and the LLC

Agreement, as applicable, have the right to exchange the Class B Common Stock and the LLC

Units held by them for the number of fully paid and nonassessable shares of Class A Common

Stock determined in accordance with the terms of the Exchange Agreement. Upon the exchange

of an LLC Unit for one share of Class A Common Stock in accordance with the terms and

conditions of the Exchange Agreement and the LLC Agreement, as applicable, one share of

Class B Common Stock held by the exchanging holder shall automatically and without further

action on the part of the Corporation be transferred to the Corporation for no consideration, and

shall be automatically retired and cancelled and shall no longer be issued or outstanding and may

not be reissued and shall return to the status of authorized but unissued shares of Class B

Common Stock. The Corporation shall at all times when any shares of Class B Common Stock

and LLC Units shall be outstanding, reserve and keep available out of its authorized but unissued

Class A Common Stock such number of shares of the Class A Common Stock as shall from time

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to time be sufficient to effect the exchange of all outstanding shares of Class B Common Stock

and LLC Units into shares of Class A Common Stock in accordance with the terms of the

Exchange Agreement and the LLC Agreement. If at any time the number of authorized but

unissued shares of Class A Common Stock shall not be sufficient to effect the exchange of all

outstanding LLC Units, the Corporation will take such corporate actions within its power as may,

in the opinion of its counsel, be necessary to cause this Certificate to be amended so as to

increase the number of authorized shares of Class A Common Stock to such number as shall be

sufficient for such purpose. “Exchange Agreement” means that certain Exchange Agreement,

dated on or about the date hereof, among the Corporation, Accelevation Holdings LLC, and

holders of LLC Units party thereto, as it may be amended and/or restated from time to time, a

copy of which is available from the Corporation upon request and without cost. “LLC

Agreement” means that certain Amended and Restated Limited Liability Company Agreement of

Accelevation Holdings LLC, dated on or about the date hereof, as it may be amended and/or

restated from time to time, a copy of which is available from the Corporation upon request and

without cost.

(f)Automatic Transfer. No share of Class B Common Stock may be sold,

exchanged, or otherwise transferred, other than in connection with (i) the original issuance of the

Class B Common Stock to the holders of LLC Units of Accelevation Holdings LLC pursuant to

the Exchange Agreement, (ii) the exchange of an LLC Unit as set forth in Section 3(e) of

ARTICLE FOUR hereof and in the Exchange Agreement and the LLC Agreement, and (iii) the

transfer of an LLC Unit by a holder of LLC Units to “Permitted Transferees” of such holder as

defined in the LLC Agreement. In the event that any outstanding shares of Class B Common

Stock are sold, exchanged, or otherwise transferred other than as provided in the foregoing

clauses (i), (ii), and (iii) or such outstanding shares of Class B Common Stock shall otherwise

cease to be held by a holder of a corresponding number, based on the exchange rate then in

effect, of LLC Units (including a transferee of an LLC Unit) for any reason, such shares of Class

B Common Stock shall upon such sale, exchange, or other transfer, or upon ceasing to be held by

such holder, automatically and without further action on the part of the Corporation or any holder

of Class B Common Stock be transferred to the Corporation for no consideration and thereupon

shall be automatically retired and cancelled and shall no longer be issued or outstanding and may

not be reissued and shall return to the status of authorized but unissued shares of Class B

Common Stock. Certificates representing outstanding shares of Class B Common Stock shall

contain a legend referencing the restrictions of transfers set forth herein.

ARTICLE FIVE

Section 1.Board of Directors. Except as otherwise provided in this Certificate or the DGCL,

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

Board.

Section 2.Number of Directors. Subject to any rights of the holders of any series of

Preferred Stock then outstanding to elect additional directors under specified circumstances or

otherwise, the number of directors which shall constitute the Board shall be nine and, thereafter,

shall be fixed from time to time exclusively by resolution of the Board; provided that, before the

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Board Trigger Date (as defined herein), the size of the Board may also be fixed by the holders of

a majority of the voting power present or represented by proxy at a duly convened meeting of

stockholders or by a consent of stockholders in lieu of a meeting in accordance with Section 228

of the DGCL; provided, further, that the number of directors shall not be increased or decreased

without the prior written consent of the Principal Stockholder (as defined herein) for so long as

the Director Nomination Agreement dated on or about the IPO Date, as amended, restated,

modified, and/or supplemented from time to time (the “Director Nomination Agreement”), a

copy of which is available from the Corporation upon request and without cost, remains in effect.

Section 3.Classes of Directors. The directors of the Corporation, other than those who may

be elected by the holders of any series of Preferred Stock, shall be divided into three classes,

hereby designated Class I, Class II and Class III.

Section 4.Election and Term of Office. Subject to the rights of the holders of any series of

Preferred Stock then outstanding and subject to Section 7 of this ARTICLE FIVE, the directors

shall be elected by a plurality of the votes cast. The term of office of the initial Class I directors

shall expire at the first annual meeting of stockholders following the date the Class A Common

Stock is first publicly traded (the “IPO Date”), the term of office of the initial Class II directors

shall expire at the second annual meeting of stockholders after the IPO Date, and the term of

office of the initial Class III directors shall expire at the third annual meeting of the stockholders

after the IPO Date. The Board may assign directors already in office to Class I, Class II, and

Class III. At each annual meeting of stockholders after the IPO Date, directors elected to replace

those of a class whose terms expire at such annual meeting shall be elected to hold office until

the third succeeding annual meeting after their election and until their respective successors shall

have been duly elected and qualified. Each such director shall hold office until the annual

meeting of stockholders for the year in which such director’s term expires and a successor is duly

elected and qualified or until his or her earlier death, resignation, or removal. Nothing in this

Certificate shall preclude a director from serving consecutive terms. Elections of directors need

not be by written ballot unless the Bylaws of the Corporation (as amended and/or restated, the

“Bylaws”) shall so provide.

Section 5.Newly Created Directorships and Vacancies. Subject to the rights of the holders

of any series of Preferred Stock then outstanding, newly created directorships resulting from any

increase in the authorized number of directors or any vacancies in the Board resulting from

death, resignation, disqualification, removal from office, or any other cause may be filled by the

affirmative vote of the majority of the remaining directors then in office, even if less than a

quorum, or by a sole remaining director, and may not be filled in any other manner; provided

that, before the Board Trigger Date, vacant and newly created directorships may also be filled by

a plurality vote of the stockholders entitled to vote thereon at a duly convened meeting of

stockholders or by a consent of a majority in voting power of the stock entitled to vote thereon in

accordance with Section 228 of the DGCL; and further provided that any vacancy or newly

created directorship relating to a director entitled to be nominated by the Principal Stockholder

pursuant to the Director Nomination Agreement may only be filled with the person nominated by

the Principal Stockholder. A director elected or appointed to fill a vacancy shall serve for the

unexpired term of his or her predecessor in office and until his or her successor is elected and

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qualified or until his or her earlier death, resignation, or removal. A director elected or appointed

to fill a position resulting from an increase in the number of directors shall hold office until the

next election of the class for which such director shall have been elected or appointed and until

his or her successor is elected and qualified, or until his or her earlier death, resignation, or

removal. No decrease in the authorized number of directors shall shorten the term of any

incumbent director.

Section 6.Removal and Resignation of Directors. Notwithstanding any other provision of

this Certificate, (i) prior to the Board Trigger Date, directors may be removed with or without

cause upon the affirmative vote of stockholders representing at least a majority of the Voting

Stock (as defined herein) of the Corporation, voting together as a single class and (ii) on and

after the Board Trigger Date, directors may only be removed for cause and only upon the

affirmative vote of stockholders representing at least 66 2/3% of the voting power of the then

outstanding shares of Voting Stock of the Corporation, voting together as a single class. Any

director may resign at any time upon notice in writing or by electronic transmission to the

Corporation. “Board Trigger Date” means the first date on which the Principal Stockholder and

the Principal Stockholder Affiliates (as defined herein) cease to beneficially own in the aggregate

(directly or indirectly) at least 40% of the outstanding shares of Class A Common Stock

(determined assuming that each LLC Unit owned by holders other than the Corporation were

exchanged for Class A Common Stock in accordance with the terms and conditions of the

Exchange Agreement and the LLC Agreement, as applicable). “Principal Stockholder” means

Olympus Partners, LP. “Principal Stockholder Affiliates” means (a) in respect of the Principal

Stockholder, any entity that controls, is controlled by or is under common control with such

Principal Stockholder (other than the Corporation and any entity that is controlled by the

Corporation) and any investment funds managed by such Principal Stockholder or any of its

affiliates and (b) in respect of the Corporation, any entity controlled by the Corporation.

“Control” is defined in Section 4 of ARTICLE NINE.

Section 7.Rights of Holders of Preferred Stock. Notwithstanding the provisions of this

ARTICLE FIVE, whenever the holders of one or more series of Preferred Stock shall have the

right, voting separately or together by series, to elect directors at an annual or special meeting of

stockholders, the election, term of office, filling of vacancies, and other features of such

directorship shall be subject to the rights of such series of Preferred Stock. During any period

when the holders of any series of Preferred Stock, voting separately as a series or together with

one or more series, have the right to elect additional directors, then upon commencement and for

the duration of the period during which such right continues (i) the then otherwise total

authorized number of directors of the Corporation shall automatically be increased by such

specified number of directors, and the holders of such Preferred Stock shall be entitled to elect

the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such

additional director shall serve until such director’s successor shall have been duly elected and

qualified, or until such director’s right to hold such office terminates pursuant to said provisions,

whichever occurs earlier, subject to his or her earlier death, resignation, disqualification, or

removal. Except as otherwise provided by the Board in the resolution or resolutions establishing

such series, whenever the holders of any series of Preferred Stock having such right to elect

additional directors are divested of such right pursuant to the provisions of such stock, the terms

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of office of all such additional directors elected by the holders of such stock, or elected to fill any

vacancies resulting from the death, resignation, disqualification, or removal of such additional

directors, shall forthwith terminate (in which case each such director thereupon shall cease to be

qualified as, and shall cease to be, a director), and the total authorized number of directors of the

Corporation shall automatically be reduced accordingly.

Section 8.Advance Notice. Advance notice of stockholder nominations for the election of

directors and of business to be brought by stockholders before any meeting of the stockholders of

the Corporation shall be given in the manner provided in the Bylaws.

Section 9.Chair of the Board. So long as the Principal Stockholder beneficially owns in the

aggregate (directly or indirectly) at least 30% or more of the Voting Stock of the Corporation, the

Chair of the Board shall be designated solely by the Principal Stockholder.

ARTICLE SIX

Section 1.Limitation of Liability.

(a)To the fullest extent permitted by the DGCL as it now exists or may

hereafter be amended (but, in the case of any such amendment, only to the extent such

amendment permits the Corporation to provide broader exculpation than permitted prior thereto),

no director or officer of the Corporation shall be liable to the Corporation or its stockholders for

monetary damages arising from a breach of fiduciary duty as a director or officer.

(b)Any amendment, repeal, or modification of the foregoing paragraph shall

not adversely affect any right or protection of a director or officer of the Corporation existing at

the time of such amendment, repeal, or modification, with respect to any act, omission, or other

matter occurring prior to such amendment, repeal, or modification. Solely for purposes of

Sections 1(a) and 1(b) of this ARTICLE SIX, “officer” has the meaning provided in Section

102(b)(7) of the DGCL.

ARTICLE SEVEN

Section 1.Action by Written Consent. Prior to the first date on which the Principal

Stockholder and the Principal Stockholder Affiliates (as defined herein) cease to beneficially

own in the aggregate (directly or indirectly) at least 35% of the outstanding shares of Class A

Common Stock (determined assuming that each LLC Unit owned by holders other than the

Corporation were exchanged for Class A Common Stock in accordance with the terms and

conditions of the Exchange Agreement and the LLC Agreement, as applicable) (the “Consent

Trigger Date”), any action which is required or permitted to be taken by the Corporation’s

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 so taken, is 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 of the Corporation’s stock entitled

to vote thereon were present and voted. On and after the Consent Trigger Date, any action

required or permitted to be taken by the Corporation’s stockholders may be taken only at a duly

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called annual or special meeting of the Corporation’s stockholders and the power of stockholders

to act by consent in writing without a meeting is specifically denied; provided, however, that any

action required or permitted to be taken by the holders of Preferred Stock, voting separately as a

series or separately as a class with one or more other such series, may be taken without a

meeting, without prior notice, and without a vote, to the extent expressly so provided in the

resolutions creating such series of Preferred Stock.

Section 2.Special Meetings of Stockholders. Subject to the rights of the holders of any

series of Preferred Stock then outstanding and to the requirements of applicable law, special

meetings of stockholders of the Corporation may be called only (i) by or at the direction of the

Board or the Chair of the Board pursuant to a written resolution adopted by the affirmative vote

of the majority of the total number of directors that the Corporation would have if there were no

vacancies, or (ii) prior to the first date on which the Principal Stockholder and the Principal

Stockholder Affiliates cease to beneficially own in the aggregate (directly or indirectly) at least

35% of the voting power of the then outstanding Voting Stock (“Special Meeting Trigger Date”),

by the Chair of the Board at the request of the Principal Stockholder in the manner provided for

in the Bylaws. Any business transacted at any special meeting of stockholders shall be limited to

the purpose or purposes stated in the notice of the meeting.

ARTICLE EIGHT

Section 1.Certain Acknowledgments. It is hereby acknowledged that:

(a)(i) certain of the directors, partners, principals, officers, members,

managers, employees, operating partners, and/or contractors of the Principal Stockholder or the

Principal Stockholder Affiliates may serve as directors or officers of the Corporation, (ii) the

Principal Stockholder and the Principal Stockholder Affiliates engage and may continue to

engage in the same or similar activities or related lines of business as those in which the

Corporation, directly or indirectly, may engage and/or other business activities that overlap with

or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) the

Corporation and the Principal Stockholder Affiliates may engage in material business

transactions with the Principal Stockholder and the Principal Stockholder Affiliates, and the

Corporation is expected to benefit therefrom;

(b)the provisions of this ARTICLE EIGHT are set forth to regulate to the

fullest extent permitted by law certain affairs of the Corporation as they may involve the

Principal Stockholder and/or the Principal Stockholder Affiliates and/or their respective

directors, partners, principals, officers, members, managers, employees, operating partners, and/

or contractors, including any of the foregoing who serve as officers or directors of the

Corporation (the Principal Stockholder and/or the Principal Stockholder Affiliates and all such

other persons each an “Exempt Person” and collectively, the “Exempt Persons”); and

(c)this ARTICLE EIGHT constitutes the renunciation of corporate

opportunities pursuant to Section 122(17) of the DGCL, which authorizes a corporation to

renounce specified classes and categories of business opportunities.

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Section 2.Renunciation of Corporate Opportunities. To the fullest extent permitted by the

DGCL, but subject to Section 3 of this ARTICLE EIGHT, the Corporation hereby renounces any

interest or expectancy in, or being offered an opportunity to participate in, any and all business

opportunities: (a) originated or acquired by an Exempt Person; (b) in which the Exempt Person

has an interest; or (c) that is received from any person or entity by an Exempt Person. The

business opportunities renounced under this paragraph include any actual or potential investment

or business opportunity or prospective economic advantage in which the Corporation could, but

for this paragraph, have an interest or expectancy (including, without limitation, acquisitions,

dispositions, business combinations, financings, or investment opportunities), whether or not

such opportunities are in the same or similar lines of business in which the Corporation is

engaged or intends to engage.

Section 3.Excluded Opportunities. Notwithstanding the foregoing provisions of this

ARTICLE EIGHT, but subject to Section 4 of this ARTICLE EIGHT, the Corporation does not

renounce any interest or expectancy it may have in any business opportunity that is (a) expressly

offered to a person solely in his or her capacity as a director or officer of the Corporation, and

not in any other capacity; (b) offered to, or acquired by, a person while he or she is a full-time

employee of the Corporation; or (c) that has been developed using the confidential information

of the Corporation or any of its subsidiaries.

Section 4.Certain Matters Deemed Not Corporate Opportunities. In addition to and

notwithstanding the foregoing provisions of this ARTICLE EIGHT, a corporate opportunity shall

not be deemed to belong to the Corporation if it is a business opportunity the Corporation is not

financially able or contractually permitted or legally able to undertake, or that is, from its nature,

not in the line of the Corporation’s business or is of no practical advantage to it or that is one in

which the Corporation has no interest or reasonable expectancy.

Section 5.Amendment of this Article. Notwithstanding anything to the contrary elsewhere

contained in this Certificate, subject to the rights of the holders of any series of Preferred Stock

then outstanding, and in addition to any vote required by applicable law, the affirmative vote of

the Principal Stockholder, so long as the Principal Stockholder and/or the Principal Stockholder

Affiliates continue to beneficially own any outstanding shares of Voting Stock of the

Corporation, shall be required to alter, amend, or repeal, or to adopt any provision inconsistent

with, this ARTICLE EIGHT; provided, however, that, to the fullest extent permitted by law,

neither the alteration, amendment, or repeal of this ARTICLE EIGHT nor the adoption of any

provision of this Certificate inconsistent with this ARTICLE EIGHT shall apply to or have any

effect on the liability or alleged liability of any Exempt Person for or with respect to any

activities or opportunities which such Exempt Person becomes aware of prior to such alteration,

amendment, repeal, or adoption.

Section 6.Deemed Notice. Any person or entity purchasing or otherwise acquiring or

holding any interest in any shares of the Corporation shall be deemed to have notice of and to

have consented to the provisions of this ARTICLE EIGHT.

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ARTICLE NINE

Section 1.Section 203 of the DGCL. The Corporation expressly elects not to be subject to

the provisions of Section 203 of the DGCL.

Section 2.Business Combinations with Interested Stockholders. Notwithstanding any other

provision in this Certificate to the contrary, the Corporation shall not engage in any Business

Combination (as defined herein), at any point in time at which the Common Stock is registered

under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), with any Interested Stockholder (as defined herein) for a period of three years

following the time that such stockholder became an Interested Stockholder, unless:

(a)prior to such time the Board approved either the Business Combination or

the transaction which resulted in such stockholder becoming an Interested Stockholder;

(b)upon consummation of the transaction which resulted in such stockholder

becoming an Interested Stockholder, such stockholder owned at least 85% of the Voting Stock of

the Corporation outstanding at the time the transaction commenced, excluding for purposes of

determining the Voting Stock outstanding (but not the outstanding Voting Stock owned by such

Interested Stockholder) those shares owned (i) by Persons (as defined herein) who are directors

and also officers of the Corporation, and (ii) employee stock plans of the Corporation in which

employee participants do not have the right to determine confidentially whether shares held

subject to the plan will be tendered in a tender or exchange offer; or

(c)at or subsequent to such time, the Business Combination is approved by

the Board and authorized at an annual or special meeting of stockholders, and not by written

consent, by the affirmative vote of at least 66 2/3% of the outstanding Voting Stock which is not

owned by such Interested Stockholder.

Section 3.Exceptions to Prohibition on Interested Stockholder Transactions. The restrictions

contained in this ARTICLE NINE shall not apply if:

(a)a stockholder becomes an Interested Stockholder inadvertently and (i) as

soon as practicable divests itself of ownership of sufficient shares so that the stockholder ceases

to be an Interested Stockholder, and (ii) would not, at any time within the three-year period

immediately prior to a Business Combination between the Corporation and such stockholder,

have been an Interested Stockholder but for the inadvertent acquisition of ownership; or

(b)the Business Combination is proposed prior to the consummation or

abandonment of and subsequent to the earlier of the public announcement or the notice required

hereunder of a proposed transaction which (i) constitutes one of the transactions described in the

second sentence of this Section 3(b) of ARTICLE NINE, (ii) is with or by a Person who either

was not an Interested Stockholder during the previous three years or who became an Interested

Stockholder with the approval of the Board, and (iii) is approved or not opposed by a majority of

the directors then in office (but not less than one) who were directors prior to any Person

becoming an Interested Stockholder during the previous three years or were recommended for

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election or elected to succeed such directors by a majority of such directors. The proposed

transactions referred to in the preceding sentence are limited to: (x) a merger or consolidation of

the Corporation (except for a merger in respect of which, pursuant to Section 251(f) of the

DGCL, no vote of the stockholders of the Corporation is required); (y) a sale, lease, exchange,

mortgage, pledge, transfer, or other disposition (in one transaction or a series of transactions),

whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or

indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect wholly

owned subsidiary or to the Corporation) having an aggregate market value equal to 50% or more

of either that aggregate market value of all of the assets of the Corporation determined on a

consolidated basis or the aggregate market value of all the outstanding Stock (as defined herein)

of the Corporation; or (z) a proposed tender or exchange offer for 50% or more of the

outstanding Voting Stock of the Corporation. The Corporation shall give not less than 20 days’

notice to all Interested Stockholders prior to the consummation of any of the transactions

described in clause (x) or (y) of the second sentence of this Section 3(b) of ARTICLE NINE.

Section 4.Definitions. As used in this ARTICLE NINE only, and unless otherwise provided

by the express terms of this ARTICLE NINE, the following terms shall have the meanings

ascribed to them as set forth in this Section 4 of ARTICLE NINE and, to the extent such terms

are defined elsewhere in this Certificate, such definitions shall not apply to this ARTICLE NINE:

(a)“Affiliate” means a Person that directly, or indirectly through one or more

intermediaries, controls, or is controlled by, or is under common control with, another Person;

(b)“Associate,” when used to indicate a relationship with any Person, means

(i) any corporation, partnership, unincorporated association, or other entity of which such Person

is a director, officer, or general partner or is, directly or indirectly, the owner of 20% or more of

any class of Voting Stock, (ii) any trust or other estate in which such Person has at least a 20%

beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity,

and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same

residence as such Person;

(c)“Business Combination” means:

(i)any merger or consolidation of the Corporation (other than a

merger effected pursuant to Sections 253 or 267 of the DGCL) or any direct or indirect majority-

owned subsidiary of the Corporation with (A) the Interested Stockholder, or (B) any other

corporation, partnership, unincorporated association, or entity if the merger or consolidation is

caused by the Interested Stockholder and as a result of such merger or consolidation Section 2 of

this ARTICLE NINE is not applicable to the surviving entity;

(ii)any sale, lease, exchange, mortgage, pledge, transfer, or other

disposition (in one transaction or a series of transactions), except proportionately as a

stockholder of the Corporation, to or with the Interested Stockholder, whether as part of a

dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned

subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more

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of either the aggregate market value of all the assets of the Corporation determined on a

consolidated basis or the aggregate market value of all the outstanding Stock of the Corporation;

(iii)any transaction which results in the issuance or transfer by the

Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any

Stock of the Corporation or of such subsidiary to the Interested Stockholder, except (A) pursuant

to the exercise, exchange, or conversion of securities exercisable for, exchangeable for, or

convertible into Stock of the Corporation or any such subsidiary which securities were

outstanding prior to the time that the Interested Stockholder became such; (B) pursuant to an

exchange of LLC Units into Class A Common Stock, to the extent provided in the Exchange

Agreement and the LLC Agreement, (C) pursuant to a merger under Sections 251(g), 253 or 267

of the DGCL, (D) pursuant to a dividend or distribution paid or made, or the exercise, exchange,

or conversion of securities exercisable for, exchangeable for, or convertible into Stock of the

Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class

or series of Stock of the Corporation subsequent to the time the Interested Stockholder became

such, (E) pursuant to an exchange offer by the Corporation to purchase Stock made on the same

terms to all holders of such Stock, or (F) any issuance or transfer of Stock by the Corporation;

provided, however, that in no case under items (D)-(F) of this Section 4(c)(iii) of ARTICLE

NINE shall there be an increase in the Interested Stockholder’s proportionate share of the Stock

of any class or series of the Corporation or of the Voting Stock of the Corporation;

(iv)any transaction involving the Corporation or any direct or indirect

majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of

increasing the proportionate share of the Stock of any class or series, or securities convertible

into the Stock of any class or series, of the Corporation or of any such subsidiary which is owned

by the Interested Stockholder, except as a result of immaterial changes due to fractional share

adjustments or as a result of any purchase or redemption of any shares of Stock not caused,

directly or indirectly, by the Interested Stockholder; or

(v)any receipt by the Interested Stockholder of the benefit, directly or

indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances,

guarantees, pledges, or other financial benefits (other than those expressly permitted in Sections

4(c)(i)-(iv) of ARTICLE NINE) provided by or through the Corporation or any direct or indirect

majority-owned subsidiary of the Corporation;

(d)“control,” including the terms “controlling,” “controlled by” and “under

common control with,” means the possession, directly or indirectly, of the power to direct or

cause the direction of the management and policies of a Person, whether through the ownership

of Voting Stock, by contract or otherwise. A Person who is the owner of 20% or more of the

outstanding Voting Stock of any corporation, partnership, unincorporated association, or other

entity shall be presumed to have control of such entity, in the absence of proof by a

preponderance of the evidence to the contrary; notwithstanding the foregoing, a presumption of

control shall not apply where such Person holds Voting Stock, in good faith and not for the

purpose of circumventing this ARTICLE NINE, as an agent, bank, broker, nominee, custodian,

or trustee for one or more owners who do not individually or as a group (as such term is used in

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Rule 13d-5 under the Exchange Act (“Rule 13d-5”), as such Rule 13d-5 is in effect as of the date

of this Certificate) have control of such entity;

(e)“Interested Stockholder” means any Person (other than the Corporation

and any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of

15% or more of the outstanding Voting Stock of the Corporation, or (ii) is an Affiliate or

Associate of the Corporation and was the owner of 15% or more of the outstanding Voting Stock

of the Corporation at any time within the three-year period immediately prior to the date on

which it is sought to be determined whether such Person is an Interested Stockholder, and the

Affiliates and Associates of such Person. Notwithstanding anything in this ARTICLE NINE to

the contrary, the term “Interested Stockholder” shall not include: (x) the Principal Stockholder or

any of the Principal Stockholder Affiliates, or any other Person with whom any of the foregoing

are acting as a group or in concert for the purpose of acquiring, holding, voting, or disposing of

shares of Stock of the Corporation; (y) any Person who would otherwise be an Interested

Stockholder either in connection with or because of a transfer, sale, assignment, conveyance,

hypothecation, encumbrance, or other disposition of 5% or more of the outstanding Voting Stock

of the Corporation (in one transaction or a series of transactions) by the Principal Stockholder or

any of its Affiliates or Associates to such Person; provided, however, that such Person was not

an Interested Stockholder prior to such transfer, sale, assignment, conveyance, hypothecation,

encumbrance, or other disposition; or (z) any Person whose ownership of shares in excess of the

15% limitation set forth herein is the result of action taken solely by the Corporation; provided

that, for purposes of this clause (z) only, such Person shall be an Interested Stockholder if

thereafter such Person acquires additional shares of Voting Stock of the Corporation, except as a

result of further action by the Corporation not caused, directly or indirectly, by such Person;

provided, that, for the purpose of determining whether a Person is an Interested Stockholder, the

Voting Stock of the Corporation deemed to be outstanding shall include Stock deemed to be

owned by the Person through application of this definition of “owned” but shall not include any

other unissued Stock of the Corporation which may be issuable pursuant to any agreement,

arrangement, or understanding, or upon exercise of conversion rights, warrants, or options, or

otherwise;

(f)“Owner,” including the terms “own” and “owned,” when used with

respect to any Stock, means a Person that individually or with or through any of its Affiliates or

Associates beneficially owns such Stock, directly or indirectly; or has (A) the right to acquire

such Stock (whether such right is exercisable immediately or only after the passage of time)

pursuant to any agreement, arrangement, or understanding, or upon the exercise of conversion

rights, exchange rights, warrants, or options, or otherwise; provided, however, that a Person shall

not be deemed the owner of Stock tendered pursuant to a tender or exchange offer made by such

Person or any of such Person’s Affiliates or Associates until such tendered Stock is accepted for

purchase or exchange, (B) the right to vote such Stock pursuant to any agreement, arrangement,

or understanding; provided, however, that a Person shall not be deemed the owner of any Stock

because of such Person’s right to vote such Stock if the agreement, arrangement, or

understanding to vote such Stock arises solely from a revocable proxy or consent given in

response to a proxy or consent solicitation made to 10 or more Persons, or (C) has any

agreement, arrangement, or understanding for the purpose of acquiring, holding, voting (except

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voting pursuant to a revocable proxy or consent as described in clause (B) of this Section 4(f) of

ARTICLE NINE), or disposing of such Stock with any other Person that beneficially owns, or

whose Affiliates or Associates beneficially own, directly or indirectly, such Stock;

(g)“Person” means any individual, corporation, partnership, unincorporated

association, or other entity;

(h)“Stock” means, with respect to any corporation, any capital stock of such

corporation and, with respect to any other entity, any equity interest of such entity; and

(i)“Voting Stock” means, with respect to any corporation, Stock of any class

or series entitled to vote generally in the election of directors, and, with respect to any entity that

is not a corporation, any equity interest entitled to vote generally in the election of the governing

body of such entity. Every reference to a percentage of Voting Stock shall refer to such

percentage of the votes of such Voting Stock.

ARTICLE TEN

Section 1.Amendments to the Bylaws. Subject to the rights of holders of any series of

Preferred Stock then outstanding, in furtherance and not in limitation of the powers conferred by

law, prior to the Board Trigger Date, the Bylaws may be amended, altered, rescinded, or

repealed, in whole or in part, and new bylaws may be adopted by (i) the Board, or (ii) in addition

to any vote of the holders of any class or series of capital stock of the Corporation required

herein (including pursuant to any certificate of designation relating to any series of Preferred

Stock) and any other vote otherwise required by applicable law or the Bylaws, the affirmative

vote of the holders of at least a majority of the voting power of all of the then outstanding shares

of Voting Stock of the Corporation, voting together as a single class. On and after the Board

Trigger Date, the Bylaws may be amended, altered, rescinded, or repealed, in whole or in part,

and new bylaws may be adopted by (i) the Board, or (ii) in addition to any vote of the holders of

any class or series of capital stock of the Corporation required herein (including pursuant to any

certificate of designation relating to any series of Preferred Stock), and any other vote otherwise

required by applicable law or the Bylaws, the affirmative vote of the holders of at least 66 2/3%

of the voting power of the then outstanding Voting Stock of the Corporation, voting together as a

single class.

Section 2.Amendments to this Certificate. Subject to the rights of holders of any series of

Preferred Stock then outstanding, and in addition to any other vote required by law or this

Certificate, no provision of ARTICLE FIVE, ARTICLE SIX, ARTICLE SEVEN, ARTICLE

NINE, ARTICLE TEN, or ARTICLE ELEVEN of this Certificate may be altered, amended, or

repealed in any respect, nor may any provision of this Certificate or the Bylaws inconsistent

therewith be adopted, unless (i) prior to the Board Trigger Date, such alteration, amendment,

repeal, or adoption is approved by the affirmative vote of the holders of a majority of the voting

power of all outstanding shares of Voting Stock of the Corporation, voting together as a single

class, and (ii) on and after the Board Trigger Date, such alteration, amendment, repeal, or

adoption is approved by the affirmative vote of holders of at least 66 2/3% of the voting power of

all outstanding shares of Voting Stock of the Corporation, voting together as a single class.

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ARTICLE ELEVEN

Section 1.Exclusive Forum. Unless this Corporation consents in writing to the selection of

an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of

Chancery does not have jurisdiction, the state or federal court located in the State of Delaware

with jurisdiction) shall, to the fullest extent permitted by law, be 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 current or former director, officer,

employee, or stockholder of the Corporation to the Corporation or the Corporation’s

stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or

as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware,

the Certificate or the Bylaws, or (iv) any action asserting a claim governed by the internal affairs

doctrine; provided that, for the avoidance of doubt, this provision, including for any “derivative

action,” will not apply to suits to enforce a duty or liability created by the Securities Act of 1933,

as amended (the “Securities Act”), the Exchange Act, or any other claim for which the federal

courts have exclusive jurisdiction. Unless this Corporation consents in writing to the selection of

an alternative forum, the federal district courts of the United States shall be the exclusive forum

for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Section 2.Notice. Any Person purchasing or otherwise acquiring or holding any interest in

shares of capital stock of the Corporation (including, without limitation, shares of Common

Stock) shall be deemed to have notice of and to have consented to the provisions of this

ARTICLE ELEVEN.

ARTICLE TWELVE

If any provision or provisions of this Certificate shall be held to be invalid, illegal, or

unenforceable as applied to any circumstance for any reason whatsoever, the validity, legality,

and enforceability of such provisions in any other circumstance and of the remaining provisions

of this Certificate (including, without limitation, each portion of any paragraph of this Certificate

containing any such provision held to be invalid, illegal, or unenforceable that is not itself held to

be invalid, illegal, or unenforceable) shall not, to the fullest extent permitted by applicable law,

in any way be affected or impaired thereby.