Exhibit 3.4

FORM OF AMENDED AND RESTATED BYLAWS

ACCELEVATION HOLDINGS CORP.

A Delaware corporation

(Adopted as of , 2026)

ARTICLE I

OFFICES

Section 1.Offices. Accelevation Holdings Corp. (the “Corporation”) may have an

office or offices other than its registered office at such place or places, either within or outside

the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time

to time determine or the business of the Corporation may require. The registered office of the

Corporation in the State of Delaware shall be as stated in the Corporation’s certificate of

incorporation as then in effect (as amended, restated, modified, and/or supplemented from time

to time, including by any certificate of designation relating to any series of preferred stock, the

“Certificate of Incorporation”).

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.Place of Meetings. The Board may designate a place, if any, either within

or outside the State of Delaware, as the place of meeting for any annual meeting or for any

special meeting of stockholders. The Board may, in its sole discretion, determine that meetings

of stockholders shall not be held at any place, but may in addition to or instead be held solely by

means of remote communication (including virtually) in accordance with Section 211(a)(2) of

the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.Annual Meeting. An annual meeting of the stockholders shall be held at

such date and time as is specified by resolution of the Board. At the annual meeting, stockholders

shall elect directors to succeed those whose terms expire at such annual meeting and transact

such other business as properly may be brought before the annual meeting pursuant to Section 11

of this ARTICLE II of these amended and restated bylaws (as amended, restated, modified, and/

or supplemented from time to time, these “Bylaws”). The Board may postpone, reschedule, or

cancel any annual meeting of stockholders previously scheduled by the Board.

Section 3.Special Meetings. Special meetings of the stockholders may only be called

in the manner provided in the Certificate of Incorporation and may be held at such place, if any,

either within or without the State of Delaware, and at such time and date as the Board or the

Chair of the Board (the “Chair”) or the Chief Executive Officer of the Corporation (the “CEO”)

shall determine and state in the notice of such meeting. Business transacted at any special

meeting of stockholders shall be limited to the purposes stated in the notice. The Board may

postpone, reschedule, or cancel any special meeting of stockholders previously scheduled by the

Board; provided that prior to the Special Meeting Trigger Date (as defined in the Certificate of

Incorporation), any special meeting called at the request of the Principal Stockholder (as defined

herein) or any Principal Stockholder Affiliate (as defined herein) may not be postponed,

rescheduled, or canceled without the consent of the Principal Stockholder or such Principal

Stockholder Affiliate, as the case may be, at whose request the meeting was originally called.

Section 4.Notice of Meetings. Whenever stockholders are required or permitted to

take action at a meeting, notice of the meeting, which shall state the place, if any, date, and time

of the meeting of the stockholders, the means of remote communications, if any, by which

stockholders and proxyholders not physically present may be deemed to be present in person and

vote at such meeting, the record date for determining the stockholders entitled to vote at the

meeting, if such date is different from the record date for determining stockholders entitled to

notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the

meeting is called, shall be given, not less than 10 nor more than 60 days before the date on which

the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record

date for determining the stockholders entitled to notice of the meeting, except as otherwise

provided herein or required by law (meaning, here and hereinafter, as required from time to time

by the DGCL) or the Certificate of Incorporation.

(a)Form of Notice. All such notices shall be delivered in writing or by

electronic transmission in the manner provided in Section 232 of the DGCL, or in any other

manner permitted by the DGCL. If mailed, such notice shall be deemed given when deposited in

the United States mail, postage prepaid, addressed to the stockholder at his, her, or its address as

the same appears on the records of the Corporation. If delivered by courier service, notice shall

be deemed given at the earlier of when the notice is received or left at such stockholder’s address

as the same appears on the records of the Corporation. If given by electronic mail, notice shall be

deemed given when directed to such stockholder’s electronic mail address unless the stockholder

has notified the Corporation in writing or by electronic transmission of an objection to receiving

notice by electronic mail or such notice is prohibited by the DGCL. Notice to stockholders may

also be given by other forms of electronic transmission consented to by the stockholder. If given

by facsimile telecommunication, such notice shall be deemed given when directed to a number at

which the stockholder has consented to receive notice by facsimile. If given by a posting on an

electronic network together with separate notice to the stockholder of such specific posting, such

notice shall be deemed given upon the later of: (A) such posting; and (B) the giving of such

separate notice. If notice is given by any other form of electronic transmission, such notice shall

be deemed given when directed to the stockholder. An affidavit of the secretary of the

Corporation (the “Secretary”) or an assistant secretary of the Corporation (the “Assistant

Secretary”), the transfer agent of the Corporation (the “Transfer Agent”), or any other officer,

assistant officer, or agent of the Corporation that the notice has been given shall, in the absence

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

(b)Waiver of Notice. Whenever notice is required to be given under any

provisions of the DGCL, the Certificate of Incorporation, or these Bylaws, a written waiver

thereof, signed by the stockholder entitled to notice, or a waiver by electronic transmission given

by the stockholder entitled to notice, whether before or after the time stated therein, shall be

deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any

meeting of the stockholders of the Corporation need be specified in any waiver of notice of such

meeting. Attendance of a stockholder of the Corporation at a meeting of such stockholders shall

constitute a waiver of notice of 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 and does not further participate in the

meeting.

Section 5.List of Stockholders. The Corporation shall prepare, no later than the tenth

day before each meeting of stockholders, a complete list of the stockholders entitled to vote at

the meeting; provided, however, if the record date for determining the stockholders entitled to

vote is less than ten days before the meeting date, the list shall reflect the stockholders entitled to

vote as of the tenth day before the meeting date, arranged in alphabetical order and showing the

address of each such stockholder and the number of shares registered in the name of each such

stockholder. Nothing contained in this section shall require the Corporation to include electronic

mail addresses or other electronic contact information on such list. Such list shall be open to the

examination of any stockholder for any purpose germane to the meeting for a period of ten days

prior to the meeting date: (A) on a reasonably accessible electronic network, provided that the

information required to gain access to such list is provided with the notice of the meeting; or (B)

during ordinary business hours, at the principal place of business of the Corporation. In the event

the Corporation determines to make the list available on an electronic network, the Corporation

may take reasonable steps to ensure that such information is available only to stockholders of the

Corporation. Except as otherwise provided by law, the list shall be the only evidence as to who

are the stockholders entitled to examine the list of stockholders required by this Section 5 or to

vote in person or by proxy at any meeting of stockholders.

Section 6.Quorum. The holders of a majority in voting power of the outstanding

capital stock entitled to vote at the meeting, present in person or represented by proxy, shall

constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, by

the Certificate of Incorporation or these Bylaws. If a quorum is not present, the chair of the

meeting or the holders of a majority of the voting power present in person or represented by

proxy at the meeting and entitled to vote thereon may adjourn the meeting to another time and/or

place from time to time until a quorum shall be present in person or represented by proxy. When

a specified item of business requires a vote by a class or series (if the Corporation shall then have

outstanding shares of more than one class or series) voting as a separate class or series, the

holders of a majority in voting power of the outstanding stock of such class or series shall

constitute a quorum (as to such class or series) for the transaction of such item of business. A

quorum once established at a meeting shall not be broken by the withdrawal of enough votes to

leave less than a quorum.

Section 7.Adjourned Meetings. Any meeting of stockholders, annual or special, may

adjourn from time to time to reconvene at the same or some other place. When a meeting is

adjourned to another time or place (including an adjournment taken to address a technical failure

to convene or continue a meeting using remote communication), notice need not be given of the

adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if

any, by which stockholders and proxy holders may be deemed to be present in person and vote at

such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii)

displayed, during the time scheduled for the meeting, on the same electronic network used to

enable stockholders and proxy holders to participate in the meeting by means of remote

communication or (iii) set forth in the notice of meeting given in accordance with these Bylaws.

At the adjourned meeting, the Corporation may transact any business which might have been

transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the

adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If

after the adjournment a new record date for stockholders entitled to vote is fixed for the

adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in

accordance with these Bylaws, and shall give notice of the adjourned meeting to each

stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for

notice of such adjourned meeting.

Section 8.Vote Required. Subject to the rights of the holders of any series of

preferred stock then-outstanding, when a quorum has been established, all matters other than the

election of directors shall be determined by the affirmative vote of the majority of voting power

of capital stock present in person or represented by proxy at the meeting and entitled to vote on

the subject matter, unless by express provisions of the DGCL or other applicable law, the rules of

any stock exchange upon which the Corporation’s securities are listed, any regulation applicable

to the Corporation or its securities, the Certificate of Incorporation, or these Bylaws a minimum

or different vote is required, in which case such minimum or different vote shall be the required

vote for such matter. Except as otherwise provided in the Certificate of Incorporation, directors

shall be elected by a plurality of the votes cast.

Section 9.Voting Rights. Subject to the rights of the holders of any series of

preferred stock then-outstanding, except as otherwise provided by the DGCL or the Certificate of

Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled

to one vote in person or by proxy for each share of capital stock held by such stockholder which

has voting power upon the matter in question. Voting at meetings of stockholders need not be by

written ballot.

Section 10.Proxies. Each stockholder entitled to vote at a meeting of stockholders or

to express consent to corporate action without a meeting may authorize another person or

persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after

three years from its date, unless the proxy provides for a longer period. A duly executed proxy

shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with

an interest sufficient in law to support an irrevocable power. A proxy may be made 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.

Section 11.Advance Notice of Stockholder Business and Director Nominations.

(a)Nominations of Directors and Other Business at Annual Meetings of

Stockholders.

(i)Only such business, including nominations of persons for election

to the Board, shall be conducted at an annual meeting of the stockholders as shall

have been brought before the meeting: (A) as specified in the notice of meeting

(or any supplement thereto) given by or at the direction of the Board or any duly

authorized committee thereof; (B) by or at the direction of the Board or any duly

authorized committee thereof; or (C) by any stockholder of the Corporation who

(1) was a stockholder of record at the time of giving of notice provided for in

Section 11(a)(iii) of this ARTICLE II, on the record date for determination of

stockholders of the Corporation entitled to vote at the meeting, and at the time of

the annual meeting, (2) at the time of the meeting, is entitled to vote at the

meeting, and (3) complies with the notice procedures set forth in Section 11(a) of

this ARTICLE II. For the avoidance of doubt, the foregoing clause (C) of this

Section 11(a)(i) of ARTICLE II shall be the exclusive means for a stockholder to

make nominations or propose such business before an annual meeting of

stockholders. Notwithstanding the foregoing or any other provisions in this

Section 11 to the contrary, at any time prior to the date that Olympus Partners, LP

(the “Principal Stockholder”) and 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

(“Principal Stockholder Affiliates”) cease to beneficially own in the aggregate

(directly or indirectly) at least 10% of the voting power of the then outstanding

shares of capital stock of the Corporation then entitled to vote generally in the

election of directors (the “Advance Notice Trigger Date”), none of the notice,

information, or compliance requirements of this Section 11 shall apply to any

nominations or business brought before any annual or special meeting of

stockholders by the Principal Stockholder or Principal Stockholder Affiliates, and

such nominations or business shall be deemed properly brought before such

meeting.

(ii)For nominations or other business to be properly brought before an

annual meeting by a stockholder (any such stockholder of record, as required by

Section 11(a)(i) of this ARTICLE II, proposing business or nominating persons

for election to the Board at a meeting of stockholders, the “Noticing

Stockholder”), the Noticing Stockholder must have given timely notice thereof in

proper written form as described in Section 11(a)(iii) of this ARTICLE II to the

Secretary; any such proposed business other than nominations of persons for

election to the Board must be a proper matter for stockholder action; and the

Noticing Stockholder and any other stockholder, if any, on whose behalf the

business is being proposed or the nomination is being made (collectively with the

Noticing Stockholder, the “Holders” and each a “Holder”) must have acted in

accordance with the representations set forth in the Solicitation Statement (as

defined in Section 11(a)(iii) of this ARTICLE II) required by these Bylaws and

otherwise complied with the requirements with respect to such nominations or

business set forth in this ARTICLE II of these Bylaws. To be timely, a

stockholder’s notice for such nominations or other business must be delivered to

and received by the Secretary at the principal executive offices of the Corporation

in proper written form not less than 90 days and not more than 120 days prior to

the first anniversary of the preceding year’s annual meeting of stockholders

(which date shall, for purposes of the Corporation’s first annual meeting of

stockholders after its shares of Class A common stock, par value $0.0001 per

share (the “Class A Common Stock”), are first publicly traded, be deemed to have

occurred on , 2026); provided, however, that if and only if the annual

meeting is not scheduled to be held within a period that commences 30 days

before such anniversary date and ends 70 days after such anniversary date, or if no

annual meeting was held in the preceding year (other than for purposes of the

Corporation’s first annual meeting of stockholders after its shares of Class A

Common Stock are first publicly traded), such stockholder’s notice must be

delivered not earlier than the 120th day prior to the date of such annual meeting

and by the later of: (A) the 10th day following the day the Public Announcement

(as defined in Section 11(i) of this ARTICLE II) of the date of the annual meeting

is first made; or (B) the date which is 90 days prior to the date of the annual

meeting. In no event shall any adjournment or postponement of an annual meeting

or the announcement thereof commence a new time period (or extend any time

period) for the giving of a stockholder’s notice as described above. Notices

delivered pursuant to Section 11(a) of this ARTICLE II will be deemed received

on any given day only if received prior to the Close of Business (as defined in

Section 11(i) of this ARTICLE II) on such day (and otherwise shall be deemed

received on the next succeeding Business Day (as defined in Section 11(i) of this

ARTICLE II)). The number of nominees a stockholder may nominate for election

at the annual meeting on its own behalf (or in the case of one or more

stockholders giving the notice on behalf of a beneficial owner, the number of

nominees such stockholders may collectively nominate for election at the annual

meeting on behalf of such beneficial owner) shall not exceed the number of

directors to be elected at such annual meeting.

(iii)To be in proper written form, a Noticing Stockholder’s notice to

the Secretary must set forth:

(A)as to any business that the Noticing Stockholder (as defined

below) proposes to bring before the meeting:

(1)a brief description of the business desired to be

brought before the meeting;

(2)the reasons for conducting such business at the

meeting;

(3)a description of any direct or indirect material

interest of any Holder or Stockholder Associated Person of such

Holder in such business (whether by holdings of securities, or by

virtue of being a creditor or contractual counterparty of the

Corporation or of a third party, or otherwise);

(4)the text of the proposal or business (including the

specific text of any resolutions or actions proposed for

consideration and if such business includes a proposal to amend

these Bylaws, the specific language of the proposed amendment),

which business must be a proper subject for stockholder action;

and

(5)a description of all agreements, arrangements, and

understandings between each Holder and any Stockholder

Associated Person of such Holder and any other person or persons

(including their names) in connection with the proposal of such

business by the Noticing Stockholder;

(B)as to each Holder:

(1)the name, age, citizenship, and address of the

Noticing Stockholder, as they appear on the Corporation’s books,

and, if different from the Corporation’s books, the name and

address of the Noticing Stockholder;

(2)the name, age, citizenship, and address of such

Holder and each Stockholder Associated Person of such Holder;

(3)as of the date of the notice (which information, for

the avoidance of doubt, shall be updated and supplemented

pursuant to Section 11(d)):

a.the class or series and number of shares of

stock of the Corporation which are directly or indirectly

held of record or beneficially owned by such Holder and

each Stockholder Associated Person of such Holder

(provided that, for the purposes of this Section

11(a)(iii)(B)(3), any such person shall in all events be

deemed to beneficially own any shares of stock of the

Corporation as to which such person has a right to acquire

beneficial ownership at any time in the future (whether

such right is exercisable immediately or only after the

passage of time or the fulfillment of a condition or both)),

b.a description of all agreements,

arrangements, or understandings between such Holder and

each Stockholder Associated Person of such Holder, on the

one hand, and any other person or persons (naming such

person or persons), on the other hand, in connection with

such proposal of business and/or nomination, excluding

engagements with financial, legal, strategic or other

advisors in the ordinary course of business;

c.a description of any Derivative Instrument

(as defined in Section 11(i) of this ARTICLE II) directly or

indirectly held or beneficially held by such Holder and any

Stockholder Associated Person of such Holder;

d.whether and to the extent to which a

Hedging Transaction (as defined in Section 11(i) of this

ARTICLE II) has been entered into by or on behalf of such

Holder or any Stockholder Associated Person of such

Holder;

e.a description of any proxy, contract,

arrangement, understanding, or relationship (other than a

revocable proxy given in response to a public proxy

solicitation made pursuant to, and in accordance with, the

Securities Exchange Act of 1934, as amended (the

“Exchange Act”)), pursuant to which each Holder and any

Stockholder Associated Person of such Holder has any

right to vote or has granted a right to vote any shares of

stock or any other security of the Corporation;

f.a description of any agreement,

arrangement, or understanding with respect to any rights to

dividends or payments in lieu of dividends on the shares of

the Corporation owned beneficially by each Holder or any

Stockholder Associated Person of such Holder that are

separated or separable pursuant to such agreement,

arrangement, or understanding from the underlying shares

of stock or other security of the Corporation;

g.any direct or indirect legal, economic, or

financial interest (including Short Interest) of each Holder

and each Stockholder Associated Person, if any, of such

Holder in the outcome of any (x) vote to be taken at any

annual or special meeting of stockholders of the

Corporation or (y) any meeting of stockholders of any other

entity with respect to any matter that is related, directly or

indirectly, to any nomination or business proposed by any

Holder under these Bylaws; and

h.any material pending or threatened action,

suit, or proceeding (whether civil, criminal, investigative,

administrative, or otherwise) in which any Holder or any

Stockholder Associated Person of such Holder is, or is

reasonably expected to be made, a party or material

participant involving the Corporation or any of its officers,

directors, or employees, or any Affiliate of the Corporation,

or any officer, director, or employee of such Affiliate (the

information required by this subclause (3) shall be referred

to as the “Specified Information”); provided, however, that

the Specified Information shall not include any such

disclosures with respect to the ordinary course business

activities of any broker, dealer, commercial bank, trust

company, or other nominee who otherwise would be

required to disclose Specified Information hereunder solely

as a result of being the stockholder directed to prepare and

submit the notice required by this Section 11(a) on behalf

of a beneficial owner;

(4)a representation by the Noticing Stockholder that

such stockholder is a stockholder of record of the Corporation

entitled to vote at such meeting on the nominations or other

business proposed, that the Noticing Stockholder will continue to

be a stockholder of record of the Corporation entitled to vote at

such meeting on the matter proposed through the date of such

meeting and that such Noticing Stockholder intends to appear in

person or by proxy at such meeting to make such nominations or

propose such business;

(5)all information that would be required to be set

forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an

amendment pursuant to Rule 13d-2(a) if such a statement were

required to be filed under the Exchange Act and the rules and

regulations promulgated thereunder by each Holder and each

Stockholder Associated Person, if any, of such Holder;

(6)any other information relating to each Holder and

each Stockholder Associated Person, if any, of such Holder 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 pursuant to

Section 14 of the Exchange Act and the rules and regulations

promulgated thereunder;

(7)a representation by the Noticing Stockholder as to

whether any Holder and/or any Stockholder Associated Person of

such Holder intends or is part of a group which intends (x) to

deliver a proxy statement and/or form of proxy to holders of at

least the percentage of the Corporation’s outstanding capital stock

required to elect the proposed nominee or approve or adopt the

other business being proposed and/or (y) otherwise to solicit

proxies or votes from stockholders in support of such nomination

or other business (such representation, a “Solicitation Statement”);

(8)in connection with a nomination for any persons for

election as director, a representation by the Noticing Stockholder

whether any Holder intends, or is part of a group which intends, (x)

to deliver a proxy statement and/or form of proxy to holders of at

least the percentage of the Corporation’s outstanding shares of

capital stock required to approve or adopt the proposal or elect the

nominee and/or (y) otherwise to solicit proxies or votes from

stockholders in support of such proposal or nomination; and, if

applicable, (z) to solicit proxies in support of any proposed

nominee in accordance with Rule 14a-19 promulgated under the

Exchange Act;

(9)a certification by the Noticing Stockholder that each

Holder and any Stockholder Associated Person of such Holder has

complied with all applicable federal, state and other legal

requirements in connection with its acquisition of shares of capital

stock or other securities of the Corporation and/or such person’s

acts or omissions as a stockholder of the Corporation;

(10)with respect to a nomination, the information and

statement required by Rule 14a-19(b) of the Exchange Act (or any

successor provision);

(11)to the extent known after reasonable investigation,

the names and addresses of other stockholders (including

beneficial owners) known by any Holder or Stockholder

Associated Person of such Holder to provide financial support with

respect to such proposal(s) or nomination(s) (it being understood

that delivery of a revocable proxy with respect to such proposal or

nomination shall not in itself require disclosure under this

subclause (11)) and, to the extent known, the class and number of

all shares of the Corporation’s capital stock owned beneficially or

of record by such other stockholder(s) or other beneficial owner(s);

and

(12)a representation by the Noticing Stockholder as to

the accuracy of the information set forth in the notice.

(C)as to each person whom the Noticing Stockholder proposes

to nominate for election or re-election as a director:

(1)the name, age, citizenship and address (business and

residential) of such person;

(2)a complete biography and statement of such

person’s qualifications, including the principal occupation or

employment of such person (at present and for the past five years);

(3)the Specified Information for such person as if such

person were a Holder (except that no disclosure will be required

hereunder with respect to any Stockholder Associated Person of

any proposed nominee unless such Stockholder Associated Person

is also a Stockholder Associated Person of any Holder);

(4)a complete and accurate description of all

agreements, arrangements, and understandings between each

Holder and any Stockholder Associated Person of such Holder, on

the one hand, and such person, on the other hand, (at present and

for the past three years) including, without limitation, a complete

and accurate description of all direct and indirect compensation

and other monetary agreements, arrangements, and understandings

at present and for the past three years between such person and

such Holder(s) and any Stockholder Associated Person(s) of such

Holder(s) (including all biographical, related party transaction and

other information that would be required to be disclosed pursuant

to the federal and state securities laws, including Item 404

promulgated under Regulation S-K (“Regulation S-K”) under the

Securities Act of 1933, as amended (the “Securities Act”) (or any

successor provision), if any Holder or such Stockholder Associated

Person were the “registrant” for purposes of such rule and such

person were a director or executive officer of such registrant);

(5)any other information relating to such person that

would be required to be disclosed in a proxy statement or any other

filings required to be made in connection with solicitation of

proxies for the election of directors in a contested election or that is

otherwise required pursuant to and in accordance with Section 14

of the Exchange Act, and the rules and regulations promulgated

thereunder (including such person’s written consent to being

named in the Corporation’s proxy statements and any

accompanying proxy cards as a proposed nominee of the Noticing

Stockholder and to serving as a director if elected); and

(6)a completed and signed questionnaire,

representation, and agreement and any and all other information

required by Section 11(d) of this ARTICLE II.

In addition, any Noticing Stockholder who submits a notice pursuant to Section

11(a) of this ARTICLE II is required to update and supplement the information

disclosed in such notice, if necessary, in accordance with Section 11(c) of this

ARTICLE II.

(iv)Notwithstanding anything in these Bylaws to the contrary, no

business shall be conducted or nominations made at an annual meeting except in

accordance with the procedures set forth in Section 11(a) of this ARTICLE II;

provided that the foregoing shall not apply to any nominations or business

brought by the Principal Stockholder or any Principal Stockholder Affiliate at any

time prior to the Advance Notice Trigger Date.

(v)Notwithstanding anything in Section 11(a)(ii) of this ARTICLE II

to the contrary, if the number of directors to be elected to the Board is increased

effective after the time period for which nominations would otherwise be due

under Section 11(a)(ii) of this ARTICLE II and there is no Public Announcement

naming the nominees for additional directorships at least 10 days prior to the last

day a stockholder may deliver a notice of nomination in accordance with Section

11(a)(ii) of this ARTICLE II, a stockholder’s notice required by Section 11(a)(ii)

of this ARTICLE II shall also be considered timely, but only with respect to

nominees for the additional directorships, if it shall be received by the Secretary at

the principal executive offices of the Corporation not later than the Close of

Business on the 10th day following the day on which such Public Announcement

is first made by the Corporation.

(b)Special Meetings of Stockholders. Only such business shall be conducted

at a special meeting of stockholders as shall have been brought before the meeting pursuant to

the notice of meeting. Only persons who are nominated in accordance and compliance with the

procedures set forth in this Section 11(b) of ARTICLE II shall be eligible for election to the

Board at a special meeting of stockholders at which directors are to be elected. Nominations of

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

directors are to be elected pursuant to the notice of meeting only: (i) by or at the direction of the

Board, any duly authorized committee thereof, or stockholders (if stockholders are permitted to

call a special meeting of stockholders pursuant to Section 2 of ARTICLE SEVEN of the

Certificate of Incorporation); or (ii) provided that the Board or stockholders (if stockholders are

permitted to call a special meeting of stockholders pursuant to Section 2 of ARTICLE SEVEN of

the Certificate of Incorporation) has determined that directors are to be elected at such special

meeting, by any stockholder of the Corporation who: (A) was a stockholder of record at the time

of giving of notice provided for in this Section 11(b) of ARTICLE II, and at the time of the

special meeting; (B) is entitled to vote at the meeting; and (C) complies with the notice

procedures provided for in this Section 11(b) of ARTICLE II. For nominations to be properly

brought by a stockholder at a special meeting of stockholders, the stockholder must have given

timely notice thereof in proper written form as described in this Section 11(b) of ARTICLE II to

the Secretary. To be timely, a stockholder’s notice for the nomination of persons for election to

the Board must be delivered to and received by the Secretary at the principal executive offices of

the Corporation not earlier than the 120th day prior to such special meeting and not later than the

Close of Business on the later of the 90th day prior to such special meeting or the 10th day

following the day on which a Public Announcement is first made of the date of the special

meeting and of the nominees proposed by the Board to be elected at such meeting. In no event

shall any adjournment or postponement of a special meeting or the announcement thereof

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

as described above. Notices delivered pursuant to this Section 11(b) of ARTICLE II will be

deemed received on any given day if received prior to the Close of Business on such day (and

otherwise, on the next succeeding day). To be in proper written form, such stockholder’s notice

shall set forth all of the information required by, and otherwise be in compliance with, Section

11(a)(iii) of this ARTICLE II. In addition, any stockholder who submits a notice pursuant to this

Section 11(b) of ARTICLE II is required to update and supplement the information disclosed in

such notice, if necessary, in accordance with Section 11(c) of this ARTICLE II and shall comply

with Section 11(e) of this ARTICLE II. The number of nominees a stockholder may nominate

for election at the special meeting on its own behalf (or in the case of one or more stockholders

giving the notice on behalf of a beneficial owner, the number of nominees such stockholders may

collectively nominate for election at the special meeting on behalf of such beneficial owner) shall

not exceed the number of directors to be elected at such special meeting. Notwithstanding the

foregoing or anything else in this Section 11(b), at any time prior to the Advance Notice Trigger

Date, the Principal Stockholder and any Principal Stockholder Affiliate may make nominations

at any special meeting of stockholders at which directors are to be elected without compliance

with the notice, information, or other requirements of this Section 11(b), and any such

nominations shall be deemed properly brought before such meeting

(c)Update and Supplement of Stockholder’s Notice. Any stockholder who

submits a notice of proposal for business or nomination for election pursuant to this Section 11

of ARTICLE II is required to update and supplement the information disclosed in such notice, 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 of stockholders and as of the date that is 10

Business Days prior to the meeting of stockholders or any adjournment, recess, rescheduling, or

postponement thereof, and such update and supplement shall be delivered to and received by the

Secretary at the principal executive offices of the Corporation not later than five Business Days

after the record date for the meeting of stockholders in the case of the update and supplement

required to be made as of the record date, and not later than eight Business Days prior to the date

for the meeting of stockholders or any adjournment, recess, rescheduling or postponement

thereof in the case of the update and supplement required to be made as of 10 Business Days

prior to the meeting of stockholders or any adjournment, recess, rescheduling, or postponement

thereof. In addition, if the Noticing Stockholder has delivered to the Corporation a notice relating

to the nomination of directors, the Noticing Stockholder shall deliver to the Corporation not later

than eight Business Days prior to the date of the meeting or any adjournment, recess,

rescheduling, or postponement thereof (or, if not practicable, on the first practicable date prior to

the date to which the annual meeting has been adjourned or postponed) reasonable evidence that

it has complied with the requirements of Rule 14a-19 of the Exchange Act (or any successor

provision). For the avoidance of doubt, the obligation to update and supplement set forth in this

paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with

respect to any deficiencies in any notice provided by a stockholder, extend any applicable

deadlines hereunder or enable or be deemed to permit a stockholder who has previously

submitted notice hereunder to amend or update any proposal or to submit any new proposal,

including by changing or adding nominees, matters, business and/or resolutions proposed to be

brought before a meeting of the stockholders.

(d)Submission of Questionnaire, Representation, and Agreement. To be

qualified to be a nominee for election or re-election as a director of the Corporation, a person

must deliver (in the case of a person nominated by a stockholder in accordance with Sections

11(a) or 11(b) of this ARTICLE II, in accordance with the time periods prescribed for delivery of

notice under such sections) to the Secretary at the principal executive offices of the Corporation a

written questionnaire with respect to the background and qualification of such person and the

background of any other person or entity on whose behalf the nomination is being made (which

questionnaire shall be provided by the Secretary upon written request of any stockholder of

record identified by name within five Business Days of such written request) and a written

representation and agreement (in the form provided by the Secretary upon written request of any

stockholder of record identified by name within five Business Days of such written request) that

such person: (i) is not and will not become a party to: (A) any agreement, arrangement, or

understanding (whether 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 person’s

ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties

under applicable law; (ii) is not and will not become a party to any agreement, arrangement, or

understanding with any person or entity other than the Corporation with respect to any direct or

indirect compensation, reimbursement, or indemnification in connection with service or action as

a director that has not been disclosed to the Corporation; and (iii) would be in compliance, and if

elected as a director of the Corporation will comply, with all applicable publicly disclosed

corporate governance, conflict of interest, confidentiality, and stock ownership and trading

policies and guidelines of the Corporation that are publicly available.

(e)Update and Supplement of Nominee Information. The Corporation may

also, as a condition to any such nomination or business being deemed properly brought before an

annual meeting of stockholders, require any Holder or any proposed nominee to deliver to the

Secretary, within five Business Days of any such request, such other information as may

reasonably be required by the Board to determine whether such proposed nominee is eligible

under the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock

exchange applicable to the Corporation, or any law or regulation applicable to the Corporation to

serve as a director or independent director of the Corporation.

(f)Authority of Chair; General Provisions. Except as otherwise provided by

applicable law, the Certificate of Incorporation, or these Bylaws and subject to the supervision of

the Board, the chair of the meeting shall have the power and duty to determine whether any

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

accordance with the procedures set forth in these Bylaws (including whether the Noticing

Stockholder or Stockholder Associated Person or other person, if any, on whose behalf the

nomination or proposal is made or solicited (or is part of a group which solicited) or did not so

solicit, as the case may be, proxies or votes in support of such Noticing Stockholder’s nominee

or proposal in compliance with such Noticing Stockholder’s representation as required by

Section 11(a)(iii)(B)(8) of this ARTICLE II) and, if any nomination or other business is not

made or brought in compliance with these Bylaws, to declare that such nomination or proposal of

other business be disregarded and not acted upon; provided, however, that the foregoing shall not

apply to, and the chair of the meeting shall have no authority to disregard, any nomination or

business brought by the Principal Stockholder or any Principal Stockholder Affiliate at any time

prior to the Advance Notice Trigger Date.

(g)Effect on Other Rights. Nothing in these Bylaws shall be deemed to: (A)

confer upon any stockholder a right to have a nominee or any proposed business included in the

Corporation’s proxy statement, except as set forth in the Certificate of Incorporation or these

Bylaws; (B) affect any rights of the holders of any series of preferred stock to elect directors

pursuant to any applicable provisions of the Certificate of Incorporation; or (C) limit the

exercise, the method, or timing of the exercise of the rights of the Principal Stockholder and the

Principal Stockholder Affiliates granted by the Corporation to nominate directors (pursuant to

that Director Nomination Agreement, dated as of on or about , 2026 (as amended,

restated, modified, and/or supplemented from time to time, the “Director Nomination

Agreement”), by and among the Corporation and the investors named therein), which rights may

be exercised without compliance with the provisions of Section 11 of this ARTICLE II.

(h)Definitions. For purposes of this Section 11 of ARTICLE II, the term:

(i)“Affiliate” has the meaning attributed to such term in Rule 12b-2

under the Exchange Act;

(ii)“Associate” has the meaning attributed to such term in Rule 12b-2

under the Exchange Act;

(iii)“Business Day” shall mean each Monday, Tuesday, Wednesday,

Thursday, and Friday that is not a day on which banking institutions in

Miamisburg, OH or New York, NY are authorized or obligated by law or

executive order to close;

(iv)“Close of Business” shall mean 5:00 p.m. local time at the

principal executive offices of the Corporation, and if an applicable deadline falls

on the Close of Business on a day that is not a Business Day, then the applicable

deadline shall be deemed to be the Close of Business on the immediately

preceding Business Day;

(v)“Derivative Instrument” means any short position, profits interest,

option, warrant, convertible security, stock appreciation right, or similar right with

an exercise or conversion privilege or a settlement payment or mechanism at a

price related to any class or series of shares of the Corporation or with a value

derived in whole or in part from the value of any class or series of shares of the

Corporation, or any derivative or synthetic arrangement having the characteristics

of a long position in any class or series of shares of the Corporation, or any

contract, derivative, swap, or other transaction or series of transactions designed

to produce economic benefits and risks that correspond substantially to the

ownership of any class or series of shares of the Corporation, including due to the

fact that the value of such contract, derivative, swap, or other transaction or series

of transactions is determined by reference to the price, value, or volatility of any

class or series of shares of the Corporation, whether or not such instrument,

contract, or right shall be subject to settlement in the underlying class or series of

shares of the Corporation, through the delivery of cash or other property, or

otherwise, and without regard to whether the stockholder and any Stockholder

Associated Person may have entered into transactions that hedge or mitigate the

economic effect of such instrument, contract, or right, or any other direct or

indirect opportunity to profit or share in any profit derived from any increase or

decrease in the value of shares of the Corporation;

(vi)“Hedging Transaction” means, with respect to a stockholder or any

Stockholder Associated Person, any hedging or other transaction (such as

borrowed or loaned shares) or series of transactions, or any other agreement,

arrangement, or understanding, the effect or intent of which is to increase or

decrease the voting power or economic or pecuniary interest of such stockholder

or any Stockholder Associated Person with respect to the Corporation’s securities;

(vii)“Public Announcement” means disclosure (a) in a press release

released by the Corporation, provided such press release is released by the

Corporation following its customary procedures, as reported by the Dow Jones

News Service, Associated Press, Business Wire, PR Newswire or a comparable

news service, or is generally available on internet news sites, or (b) in a document

publicly filed by the Corporation with the SEC pursuant to Sections 13, 14 or

15(d) of the Exchange Act;

(viii)“Stockholder Associated Person” means, with respect to any

Holder:

(A)any participant (as defined in paragraphs (a)(ii)-(vi) of

Instruction 3 to Item 4 of Schedule 14A of the Exchange Act, or any

successor instructions) with such Holder in a solicitation of proxies in

respect of any business or director nomination proposed by such

stockholder;

(B)any Affiliate or Associate of such Holder; and

(C)any person who is a member of a “group” (as such term is

used in Rule 13d-5 under the Exchange Act (or any successor provision))

with such Holder; and

(ix)“Short Interest” means any agreement, arrangement,

understanding, relationship, or otherwise, including any repurchase or similar so-

called “stock borrowing” agreement or arrangement, involving any stockholder or

any Stockholder Associated Person, the purpose or effect of which is to mitigate

loss to, reduce the economic risk (of ownership or otherwise) of any class or

series of the shares of the Corporation by, manage the risk of share price changes

for, or increase or decrease the voting power of, such stockholder or any

Stockholder Associated Person with respect to any class or series of the shares or

other securities of the Corporation, or which provides, directly or indirectly, the

opportunity to profit or share in any profit derived from any decrease in the price

or value of any class or series of the shares or other securities of the Corporation;

and

(x)For purposes of these Bylaws, the words “include,” “includes” or

“including” are deemed to be followed by the words “without limitation.” Where

a reference in these Bylaws is made to any statute or regulation, such reference

shall be to (1) the statute or regulation as amended from time to time (except as

context may otherwise require) and (2) any rules or regulations promulgated

thereunder.

(i)Proxy Card. Any stockholder directly or indirectly soliciting proxies from

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

exclusive use by the Board.

Section 12.Requirement to Appear. Notwithstanding anything to the contrary

contained in Section 11, if the Noticing Stockholder that has provided timely notice of a

nomination or item of business in accordance with Section 11 (or a qualified representative of the

Noticing Stockholder) does not appear at the annual or special meeting of stockholders of the

Corporation to present such nomination or item of business, such proposed business shall not be

transacted and such nomination shall be disregarded, notwithstanding that such proposed

business or such nomination is set forth in the notice of meeting or other proxy materials and

notwithstanding that proxies or votes in respect of such vote may have been received by the

Corporation. For purposes of these Bylaws, to be considered a qualified representative of the

Noticing Stockholder, a person must be a duly authorized officer, manager or partner of such

Noticing Stockholder or must be authorized by a writing executed by such Noticing Stockholder

or an electronic transmission delivered by such Noticing Stockholder to act for such Noticing

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.

Section 13.Fixing a Record Date for Stockholder Meetings. In order that the

Corporation may determine the stockholders entitled to notice of any meeting of stockholders or

any adjournment thereof, the Board may fix a record date, which record date shall not precede

the date upon which the resolution fixing the record date is adopted by the Board, and which

record date shall not be more than 60 days nor less than 10 days before the date of such meeting.

If the Board so fixes a date, such date shall also be the record date for determining the

stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes

such record date, that a later date on or before the date of the meeting shall be the date for

making such determination. If no record date is fixed by the Board, the record date for

determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the

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

waived, at the close of business on the day next preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to vote at a meeting of

stockholders shall apply to any adjournment of the meeting; provided, however, that the Board

may fix a new record date for the adjourned meeting in conformity herewith; and in such case

shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the

same or an earlier date as that fixed for determination of stockholders entitled to vote in

accordance with the foregoing provisions of this Section 13 of ARTICLE II at the adjourned

meeting.

Section 14.Action by Stockholders Without a Meeting. So long as stockholders of the

Corporation have the right to act by written consent in accordance with Section 1 of ARTICLE

SEVEN of the Certificate of Incorporation, the following provisions shall apply:

(a)Record Date. For the purpose of determining the stockholders entitled to

consent to corporate action without a meeting as may be permitted by the Certificate of

Incorporation or the certificate of designation relating to any outstanding class or series of

preferred stock, the Board may fix a record date, which record date shall not precede the date on

which the resolution fixing the record date is adopted by the Board, and which record date shall

not be more than 10 (or the maximum number permitted by applicable law) days after the date on

which the resolution fixing the record date is adopted by the Board. Any stockholder of record

seeking to have the stockholders authorize or take action by consent in lieu of a meeting shall, by

written notice delivered to the Secretary at the Corporation’s principal place of business during

regular business hours, request that the Board fix a record date, which notice shall include the

text of any proposed resolutions. Notices delivered pursuant to this Section 14(a) of ARTICLE II

will be deemed received on any given day only if received prior to the close of business on such

day (and otherwise, shall be deemed received on the next succeeding Business Day). The Board

shall promptly, but in all events within 10 days after the date on which such written notice is

properly delivered to and deemed received by the Secretary, adopt a resolution fixing the record

date (unless a record date has previously been fixed by the Board pursuant to the first sentence of

this Section 14(a) of ARTICLE II). If no record date has been fixed by the Board pursuant to this

Section 14(a) or otherwise within 10 days of receipt of a valid request by a stockholder, the

record date for determining stockholders entitled to consent to corporate action without a

meeting, when no prior action by the Board is required pursuant to applicable law, shall be the

first date after the expiration of such 10 day time period on which a signed consent setting forth

the action taken or proposed to be taken is delivered to the Corporation pursuant to Section 14(b)

of this ARTICLE II; provided, however, that if prior action by the Board is required by

applicable law, the record date for determining stockholders entitled to consent to corporate

action without a meeting shall in such an event be at the close of business on the day on which

the Board adopts the resolution taking such prior action.

(b)Generally. No consent shall be effective to take the corporate action

referred to therein unless consents signed by a sufficient number of stockholders to take such

action are delivered to the Corporation, in the manner required by this Section 14 of ARTICLE

II, within 60 (or the maximum number permitted by applicable law) days of the first date on

which a consent is delivered to the Corporation in the manner required by applicable law. The

validity of any consent executed by a proxy for a stockholder pursuant to an electronic

transmission transmitted to such proxy holder by or upon the authorization of the stockholder

shall be determined by or at the direction of the Secretary. A written record of the information

upon which the person making such determination relied shall be made and kept in the records of

the proceedings of the stockholders. Any such consent shall be inserted in the minute book as if

it were the minutes of a meeting of stockholders. Prompt notice of the taking of the corporate

action without a meeting by less than unanimous consent shall be given by the Corporation (at its

expense) to those stockholders as of the record date for the action by consent who have not

consented and who would have been entitled to notice of the meeting if the action had been taken

at such meeting and the record date for the notice of such meeting were the record date for the

action by consent. A consent permitted by this Section 14 shall be delivered: (i) to the principal

place of business of the Corporation; (ii) to an officer or agent of the Corporation having custody

of the book in which proceedings of meetings of stockholders are recorded; (iii) to the registered

office of the Corporation in the State of Delaware by hand or by certified or registered mail,

return receipt requested; or (iv) subject to the next sentence, in accordance with Section 116 of

the DGCL to an information processing system, if any, designated by the Corporation for

receiving such consents. In the case of delivery pursuant to the foregoing clause (iv), such

consent must set forth or be delivered with information that enables the Corporation to determine

the date of delivery of such consent and the identity of the person giving such consent, and, if

such consent is given by a person authorized to act for a stockholder or member as proxy, such

consent must comply with the applicable provisions of Sections 212(c)(2) and (3) of the DGCL.

Section 15.Conduct of Meetings.

(a)Generally. Meetings of stockholders shall be presided over by the Chair, if

any, or in the Chair’s absence or disability, by the CEO (if the CEO is not also the Chair), or in

the CEO’s absence or disability, by the President of the Corporation (the “President”), or in the

President’s absence or disability, by a Vice President of the Corporation (the “Vice President”)

(in the order as determined by the Board), or in the absence or disability of the foregoing

persons, by a director or officer designated by the Board, or in the absence or disability of such

person, by a chair chosen at the meeting. The Secretary shall act as secretary of the meeting, but

in the Secretary’s absence or disability, the chair of the meeting may appoint any person to act as

secretary of the meeting.

(b)Rules, Regulations, and Procedures. The Board may adopt by resolution

such rules, regulations, and procedures for the conduct of any meeting of stockholders of the

Corporation as it shall deem appropriate including, without limitation, such guidelines and

procedures as it may deem appropriate regarding the participation by means of remote

communication of stockholders and proxyholders not physically present at a meeting. Except to

the extent inconsistent with such rules, regulations, and procedures as adopted by the Board, the

chair of any meeting of stockholders shall have the right and authority to prescribe such rules,

regulations, and procedures and to do all such acts as, in the judgment of such chair, are

appropriate for the proper conduct of the meeting. Such rules, regulations, or procedures,

whether adopted by the Board or prescribed by the chair of the meeting, may include, without

limitation, the following: (i) the establishment of an agenda or order of business for the meeting;

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

limitations on attendance at or participation in the meeting to stockholders of record of the

Corporation, their duly authorized and constituted proxies, or such other persons as the chair of

the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the

commencement thereof; (v) limitations on the time allotted to questions or comments by

participants; and (vi) restrictions on the use of mobile phones, audio or video recording devices,

and similar devices at the meeting. The chair of the meeting of stockholders, in addition to

making any other determinations that may be appropriate to the conduct of the meeting, shall, if

the facts warrant, determine and declare to the meeting that a nomination or matter or business

was not properly brought before the meeting and if such chair should so determine, such chair

shall so declare to the meeting and any such matter or business not properly brought before the

meeting shall not be transacted or considered. Unless and to the extent determined by the Board

or the chair of the meeting, meetings of stockholders shall not be required to be held in

accordance with the rules of parliamentary procedure. The chair of the meeting shall announce at

the meeting when the polls for each matter to be voted upon at the meeting will be opened and

closed. After the polls close, no ballots, proxies, or votes or any revocations or changes thereto

may be accepted. The chair of the meeting shall have the power, right, and authority, for any or

no reason, to convene, recess, and/or adjourn any meeting of stockholders.

(c)Inspectors of Elections. The Corporation may, and to the extent required

by law shall, in advance of any meeting of stockholders, appoint one or more inspectors of

election to act at the meeting and make a written report thereof. One or more other persons may

be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or

alternate is able to act at a meeting of stockholders, the chair of the meeting shall appoint one or

more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be

officers, employees, or agents of the Corporation. No person who is a candidate for an office at

an election may serve as an inspector at such election. Each inspector, before entering upon the

discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of

inspector with strict impartiality and according to the best of such inspector’s ability. The

inspector shall have the duties prescribed by law and, when the vote is completed, shall make a

certificate of the result of the vote taken and of such other facts as may be required by law.

Section 16.Remote Communication. If authorized by the Board in its sole discretion,

and subject to such guidelines and procedures as the Board may adopt, stockholders and

proxyholders not physically present at a meeting of stockholders may, by means of remote

communication:

(a)participate in a meeting of stockholders; and

(b)be deemed present in person and vote at a meeting of stockholders

whether such meeting is to be held at a designated place or solely by means of remote

communication;

provided that

(c)the Corporation shall implement reasonable measures to verify that each

person deemed present and permitted to vote at the meeting by means of remote communication

is a stockholder or proxyholder;

(d)the Corporation shall implement reasonable measures to provide such

stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote

on matters submitted to the stockholders, including an opportunity to read or hear the

proceedings of the meeting substantially concurrently with such proceedings; and

(e)if any stockholder or proxyholder votes or takes other action at the

meeting by means of remote communication, a record of such vote or other action shall be

maintained by the Corporation.

ARTICLE III

DIRECTORS

Section 1.General Powers. Except as otherwise provided in this Certificate of

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

under the direction of the Board.

Section 2.Regular Meetings and Special 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 resolution of the Board and publicized among all directors. Special meetings of

the Board may be called by: (i) the Chair, if any; (ii) by the Secretary upon the written request of

a majority of the directors then in office; or (iii) if the Board then includes a director nominated

or designated for nomination by the Principal Stockholder or any Principal Stockholder Affiliate,

by any director so nominated or designated, and in each case shall be held at the place, if any, on

the date and at the time as he, she, or they shall fix. Any and all business may be transacted at a

special meeting of the Board.

Section 3.Notice of Meetings. Notice of regular meetings of the Board need not be

given except as otherwise required by law or these Bylaws. Notice of each special meeting of the

Board, and of each regular and annual meeting of the Board for which notice is required, shall be

given by the Secretary as hereinafter provided in this Section 3 of this ARTICLE III. Such notice

shall state the date, time, and place, if any, of the meeting. Notice of any special meeting, and of

any regular or annual meeting for which notice is required, shall be given to each director at

least: (A) 24 hours before the meeting if by telephone or by being personally delivered or sent by

overnight courier, telecopy, electronic transmission, email, or similar means; or (B) five days

before the meeting if delivered by mail to the director’s residence or usual place of business.

Such notice shall be deemed to be delivered when deposited in the United States mail so

addressed, with postage prepaid, or when transmitted if sent by telex, telecopy, electronic

transmission, email, or similar means. Neither the business to be transacted at, nor the purpose

of, any special meeting of the Board need be specified in the notice or waiver of notice of such

meeting.

Section 4.Waiver of Notice. Any director may waive notice of any meeting of

directors by a writing signed by the director or by electronic transmission. Any member of the

Board or any committee thereof who is present at a meeting shall have waived notice of such

meeting except when such member 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 and does not further participate in the meeting. Such member shall be conclusively

presumed to have assented to any action taken unless his or her dissent shall be entered in the

minutes of the meeting or unless his or her written dissent to such action shall be filed with the

person acting as the secretary of the meeting before the adjournment thereof or shall be

forwarded by registered mail to the Secretary immediately after the adjournment of the meeting.

Such right to dissent shall not apply to any member who voted in favor of such action.

Section 5.Chair of the Board, Quorum, Required Vote, and Adjournment. Subject to

the provisions regarding the appointment of the Chair in the Certificate of Incorporation, the

Board may elect the Chair. The Chair must be a director and may be a director who is also

currently an officer of the Corporation. Subject to the provisions of these Bylaws and the

direction of the Board, he, she, or they shall perform all duties and have all powers which are

commonly incident to the position of Chair or which are delegated to him or her by the Board,

preside at all meetings of the stockholders and Board at which he or she is present and have such

powers and perform such duties as the Board may from time to time prescribe. If the Chair is not

present at a meeting of the Board, the CEO (if the CEO is a director and is not also the Chair)

shall preside at such meeting, and, if the CEO is not present at such meeting, a majority of the

directors present at such meeting shall elect one of the directors present at the meeting to so

preside. At all meetings of the Board, a majority of the directors then in office shall constitute a

quorum for the transaction of business, provided, however, that a quorum shall never be less than

one-third the total number of directors. Unless by express provision of an applicable law, the

Certificate of Incorporation, or these Bylaws a different vote is required, the vote of a majority of

directors present at a meeting at which a quorum is present shall be the act of the Board. At any

meeting of the Board, business shall be transacted in such order and manner as the Board may

from time to time determine. If a quorum shall not be present at any meeting of the Board, the

directors present thereat may, to the fullest extent permitted by law, adjourn the meeting from

time to time, without notice other than announcement at the meeting, until a quorum shall be

present.

Section 6.Committees.

(a)The Board may designate one or more committees, including an executive

committee, consisting of one or more of the directors of the Corporation, and any committees

required by the rules and regulations of such exchange as any securities of the Corporation are

listed. 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. Except to

the extent restricted by applicable law or the Certificate of Incorporation, each such committee,

to the extent provided by the DGCL and in the resolution creating it, shall have and may exercise

all the powers and authority of the Board. Each such committee shall serve at the pleasure of the

Board. Each committee shall keep regular minutes of its meetings and report the same to the

Board upon request.

(b)Each committee of the Board may fix its own rules of procedure and shall hold its

meetings as provided by such rules, except as may otherwise be provided by a resolution of the

Board designating such committee. Unless otherwise provided in such a resolution, the presence

of at least a majority of the members of the committee shall be necessary to constitute a quorum.

All matters shall be determined by a majority vote of the members present at a meeting at which

a quorum is present. Unless otherwise provided in such a resolution, in the event that a member

and that member’s alternate, if alternates are designated by the Board, of such committee is or

are absent or disqualified, the member or members present at any meeting and not disqualified

from voting, whether or not such member or members constitute a quorum, may unanimously

appoint another member of the Board to act at the meeting in place of any such absent or

disqualified member.

Section 7.Action by Written Consent. Unless otherwise restricted by the Certificate

of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of

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

Board or such committee, as the case may be, consent thereto in writing or by electronic

transmission. After the 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 form or electronic form

as the minutes are maintained.

Section 8.Compensation. The Board shall have the authority to fix the

compensation, including fees, reimbursement of expenses, and equity compensation, of directors

for services to the Corporation in any capacity, including for attendance of meetings of the Board

or participation on any committees. No such payment shall preclude any director from serving

the Corporation in any other capacity and receiving compensation therefor.

Section 9.Reliance on Books and Records. A member of the Board, or a member of

any committee designated by the Board, shall, in the performance of such member’s duties, be

fully protected in relying in good faith upon records of the Corporation and upon such

information, opinions, reports, or statements presented to the Corporation by any of the

Corporation’s officers or employees, or committees of the Board, or by any other person as to

matters the member reasonably believes are within such other person’s professional or expert

competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 10.Telephonic and Other Meetings. Unless restricted by the Certificate of

Incorporation, any one or more members of the Board or any committee thereof may participate

in a meeting of the Board or such committee by means of conference telephone or other

communications equipment by means of which all persons participating in the meeting can hear

each other. Participation by such means shall constitute presence in person at a meeting.

ARTICLE IV

OFFICERS

Section 1.Number and Election. Subject to the authority of the CEO to appoint

officers as set forth in Section 11 of this ARTICLE IV, the officers of the Corporation shall be

elected by the Board and may consist of a CEO, a President, one or more Vice Presidents, a

Secretary, a Chief Financial Officer (the “CFO”), a Treasurer (the “Treasurer”), and such other

officers and assistant officers as may be deemed necessary or desirable by the Board. Any

number of offices may be held by the same person. In its discretion, the Board may choose not to

fill any office for any period as it may deem advisable.

Section 2.Term of Office. Each officer shall hold office until a successor is duly

elected and qualified or until his or her earlier death, resignation, or removal as hereinafter

provided.

Section 3.Removal. Any officer or agent of the Corporation may be removed with or

without cause by the Board, a duly authorized committee thereof or by such officers as may be

designated by a resolution of the Board, but such removal shall be without prejudice to the

contract rights, if any, of the person so removed. Any officer appointed by the CEO in

accordance with Section 11 of this ARTICLE IV may also be removed by the CEO in his or her

sole discretion.

Section 4.Vacancies. Any vacancy occurring in any office because of death,

resignation, removal, disqualification, or otherwise may be filled by the Board or the CEO in

accordance with Section 11 of this ARTICLE IV.

Section 5.Compensation. Compensation of all executive officers shall be approved

by the Board or a duly authorized committee thereof, and no officer shall be prevented from

receiving such compensation by virtue of his or her also being a director of the Corporation.

Section 6.Chief Executive Officer. The CEO shall have the powers and perform the

duties incident to that position. The CEO shall, in the absence of the Chair (if the CEO is not also

the Chair), or if a Chair shall not have been elected, preside at each meeting of (a) the Board if

the CEO is a director and (b) the stockholders. Subject to the powers of the Board and the Chair,

the CEO shall be in general and active charge of the entire business and affairs of the

Corporation and shall be its chief policy-making officer. The CEO shall have such other powers

and perform such other duties as may be prescribed by the Board or provided in these Bylaws.

The CEO is authorized to execute bonds, mortgages, and other contracts requiring a seal under

the seal of the Corporation, except where required or permitted by law to be otherwise signed

and executed and except where the signing and execution thereof shall be expressly delegated by

the Board to some other officer or agent of the Corporation. Whenever the President is unable to

serve, by reason of sickness, absence, or otherwise, the CEO shall perform all the duties and

responsibilities and exercise all the powers of the President.

Section 7.President. The President of the Corporation shall, subject to the powers of

the Board, the Chair, and the CEO, have general charge of the business, affairs, and property of

the Corporation, and, in the absence of the CEO, control over its officers, agents, and employees.

The President shall see that all orders and resolutions of the Board are carried into effect. The

President is authorized, in the absence of the CEO, to execute bonds, mortgages, and other

contracts requiring a seal under the seal of the Corporation, except where required or permitted

by law to be otherwise signed and executed and except where the signing and execution thereof

shall be expressly delegated by the Board to some other officer or agent of the Corporation. The

President shall, in the absence of the CEO, act with all of the powers and be subject to all of the

restrictions of the CEO. The President shall have such other powers and perform such other

duties as may be prescribed by the Chair, the CEO, the Board, or as may be provided in these

Bylaws or otherwise are incident to the position of President.

Section 8.Vice Presidents. The Vice President, or if there shall be more than one, the

Vice Presidents, in the order determined by the Board or the Chair, shall, perform such duties

and have such powers as the Board, the Chair, the CEO, the President, or these Bylaws may,

from time to time, prescribe or which otherwise are incident to the position of Vice President.

The Vice Presidents may also be designated as Executive Vice Presidents or Senior Vice

Presidents, as the Board may from time to time prescribe.

Section 9.Secretary and Assistant Secretaries. The Secretary shall attend all

meetings of the Board (other than executive sessions thereof) and all meetings of the

stockholders and record all the proceedings of the meetings in a book or books to be kept for that

purpose or shall ensure that his or her designee attends each such meeting to act in such capacity.

Under the Board’s supervision, the Secretary shall give, or cause to be given, all notices required

to be given by these Bylaws or by law; shall have such powers and perform such duties as the

Board, the Chair, the CEO, the President, or these Bylaws may, from time to time, prescribe or

which otherwise are incident to the position of Secretary; and shall have custody of the corporate

seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the

corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her

signature or by the signature of such Assistant Secretary. The Board may give general authority

to any other officer to affix the seal of the Corporation and to attest the affixing by his or her

signature. The Assistant Secretary, or if there be more than one, any of the Assistant Secretaries,

shall in the absence or disability of the Secretary, perform the duties and exercise the powers of

the Secretary and shall perform such other duties and have such other powers as the Board, the

Chair, the CEO, the President, or Secretary may, from time to time, prescribe.

Section 10.Chief Financial Officer and Treasurer. The CFO shall have the custody of

the corporate funds and securities; shall keep full and accurate accounts of receipts and

disbursements in books belonging to the Corporation as shall be necessary or desirable in

accordance with applicable law or generally accepted accounting principles; shall deposit all

monies and other valuable effects in the name and to the credit of the Corporation as may be

ordered by the Chair or the Board; shall receive, and give receipts for, moneys due and payable

to the Corporation from any source whatsoever; shall cause the funds of the Corporation to be

disbursed when such disbursements have been duly authorized, taking proper vouchers for such

disbursements; and shall render to the Board, at its regular meeting or when the Board so

requires, an account of the financial condition and operations of the Corporation; shall have such

powers and perform such duties as the Board, the Chair, the CEO, the President, or these Bylaws

may, from time to time, prescribe or which otherwise are incident to the position of CFO. The

Treasurer shall in the absence or disability of the CFO, perform the duties and exercise the

powers of the CFO, subject to the power of the Board. The Treasurer, if any, shall perform such

other duties and have such other powers as the Board may, from time to time, prescribe.

Section 11.Appointed Officers. In addition to officers designated by the Board in

accordance with this ARTICLE IV, the CEO shall have the authority to appoint other officers below

the level of Board-appointed Vice President as the CEO may from time to time deem expedient and

may designate for such officers titles that appropriately reflect their positions and responsibilities.

Such appointed officers shall have such powers and shall perform such duties as may be assigned to

them by the CEO or the senior officer to whom they report, consistent with corporate policies. An

appointed officer shall serve until the earlier of such officer’s resignation or such officer’s removal

by the CEO or the Board at any time, either with or without cause.

Section 12.Other Officers, Assistant Officers, and Agents. Officers, assistant officers,

and agents, if any, other than those whose duties are provided for in these Bylaws, shall have

such authority and perform such duties as may from time to time be prescribed by resolution of

the Board and, to the extent not so provided, as generally pertain to their respective offices,

subject to the control of the Board.

Section 13.Officers’ Bonds or Other Security. If required by the Board, any officer of

the Corporation shall give a bond or other security for the faithful performance of such officer’s

duties, in such amount and with such surety as the Board may require.

Section 14.Delegation of Authority. The Board may by resolution delegate the

powers and duties of such officer to any other officer or to any director, or to any other person

whom it may select.

ARTICLE V

CERTIFICATES OF STOCK

Section 1.Form. The shares of stock of the Corporation shall be represented by

certificates, provided that the Board may provide by resolution that some or all of any or all

classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to

shares represented by a certificate until such certificate is surrendered to the Corporation. If

shares are represented by certificates, the certificates shall be in such form as required by

applicable law and as determined by the Board. Each certificate shall certify the number of

shares owned by such holder in the Corporation and shall be signed by, or in the name of the

Corporation by two authorized officers of the Corporation including, but not limited to, the Chair

(if an officer), the CEO (if the CEO is not also the Chair), the President, a Vice President, the

CFO, the Treasurer, the Secretary, and an Assistant Secretary. Any or all signatures on the

certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed, or

whose facsimile signature or signatures have been used on, any such certificate or certificates

shall cease to be such officer, transfer agent, or registrar of the Corporation whether because of

death, resignation, or otherwise before such certificate or certificates have been issued by the

Corporation, such certificate or certificates may nevertheless be issued as though the person or

persons who signed such certificate or certificates or whose facsimile signature or signatures

have been used thereon had not ceased to be such officer, transfer agent, or registrar of the

Corporation at the date of issue. All certificates for shares shall be consecutively numbered or

otherwise identified. The Board may appoint a bank or trust company organized under the laws

of the United States or any state thereof to act as its transfer agent, registrar, or both in

connection with the transfer of any class or series of securities of the Corporation. The

Corporation, or its designated transfer agent or other agent, shall keep a book or set of books to

be known as the stock transfer books of the Corporation, containing the name of each holder of

record, together with such holder’s address and the number and class or series of shares held by

such holder and the date of issue. When shares are represented by certificates, the Corporation

shall issue and deliver to each holder to whom such shares have been issued or transferred,

certificates representing the shares owned by such holder, and shares of stock of the Corporation

shall only be transferred on the books of the Corporation by the holder of record thereof or by

such holder’s attorney duly authorized in writing, upon surrender to the Corporation or its

designated transfer agent or other agent of the certificate or certificates for such shares endorsed

by the appropriate person or persons, with such evidence of the authenticity of such

endorsement, transfer, authorization, and other matters as the Corporation may reasonably

require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty

of the Corporation to issue a new certificate to the person entitled thereto, cancel the old

certificate or certificates, and record the transaction on its books. When shares are not

represented by certificates, shares of stock of the Corporation shall only be transferred on the

books of the Corporation by the holder of record thereof or by such holder’s attorney duly

authorized in writing, with such evidence of the authenticity of such transfer, authorization, and

other matters as the Corporation may reasonably require, and accompanied by all necessary stock

transfer stamps, and within a reasonable time after the issuance or transfer of such shares, the

Corporation shall, if required by applicable law, send the holder to whom such shares have been

issued or transferred a written statement of the information required by applicable law. Unless

otherwise provided by applicable law, the Certificate of Incorporation, these Bylaws, or any

other instrument, the rights and obligations of the holders of uncertificated stock, and the rights

and obligations of the holders of certificates representing stock of the same class and series shall

be identical.

Section 2.Lost Certificates. The Corporation may issue or direct a new certificate or

certificates or uncertificated shares to be issued in place of any certificate or certificates

previously issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the

making of an affidavit of that fact by the owner of the lost, stolen, or destroyed certificate. When

authorizing such issue of a new certificate or certificates or uncertificated shares, the Corporation

may, in its discretion and as a condition precedent to the issuance thereof, require the owner of

such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give

the Corporation a bond in such sum as it may direct, sufficient to indemnify the Corporation

against any claim that may be made against the Corporation on account of the alleged loss, theft,

or destruction of any such certificate or the issuance of such new certificate or uncertificated

shares.

Section 3.Registered Stockholders. The Corporation shall be entitled to recognize

the exclusive right of a person registered on its records as the owner of shares of stock to receive

dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of

an owner, except as otherwise required by applicable law. The Corporation shall not be bound to

recognize any equitable or other claim to or interest in such share or shares of stock on the part of

any other person, whether or not it shall have express or other notice thereof, except as otherwise

required by applicable law.

Section 4.Fixing a Record Date for Purposes Other Than Stockholder Meetings or

Actions by Written Consent. In order that the Corporation may determine the stockholders

entitled to receive payment of any dividend, other distribution or allotment, or any rights, or the

stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of

stock, or for the purposes of any other lawful action (other than stockholder meetings and

stockholder consents which are expressly governed by Sections 12, 13, 14, and 15 of ARTICLE

II hereof), the Board may fix a record date, which record date shall not precede the date upon

which the resolution fixing the record date is adopted, and which record date shall be not more

than 60 days prior to such action. If no record date is fixed, the record date for determining

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

adopts the resolution relating thereto.

ARTICLE VI

GENERAL PROVISIONS

Section 1.Dividends. Subject to and in accordance with applicable law, the

Certificate of Incorporation and any certificate of designation relating to any series of preferred

stock, dividends upon the shares of capital stock of the Corporation may be declared and paid by

the Board in accordance with applicable law. Dividends may be paid in cash, in property, or in

shares of the Corporation’s capital stock, subject to the provisions of applicable law and the

Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any

funds of the Corporation available for dividends a reserve or reserves for any proper purpose.

The Board may modify or abolish any such reserves in the manner in which they were created.

Section 2.Checks, Notes, Drafts, Etc. All checks, notes, drafts, or other orders for the

payment of money of the Corporation shall be signed, endorsed, or accepted in the name of the

Corporation by such officer, officers, person, or persons as from time to time may be designated

by the Board, or by an officer or officers authorized by the Board to make such designation.

Section 3.Contracts. In addition to the powers otherwise granted to officers pursuant

to ARTICLE IV, the Board may authorize any officer or officers, or any agent or agents, in the

name and on behalf of the Corporation to enter into or execute and deliver any and all deeds,

bonds, mortgages, contracts, and other obligations or instruments, and such authority may be

general or confined to specific instances.

Section 4.Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution

of the Board.

Section 5.Corporate Seal. The Board may provide a corporate seal which shall be in

the form of a circle and shall have inscribed thereon the name of the Corporation and the words

“Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be

impressed or affixed or reproduced or otherwise. Notwithstanding the foregoing, no seal shall be

required by virtue of Section 5 of this ARTICLE VI.

Section 6.Voting Securities Owned By Corporation. Voting securities in any other

corporation or entity held by the Corporation shall be voted by the Chair, CEO, the President, or

the CFO, unless the Board specifically confers authority to vote with respect thereto, which

authority may be general or confined to specific instances, upon some other person or officer.

Any person authorized to vote securities shall have the power to appoint proxies, with general

power of substitution.

Section 7.Facsimile/Electronic Signatures. In addition to the provisions for use of

facsimile signatures elsewhere specifically authorized in these Bylaws, Docusign, facsimile, and

other forms of electronic signatures of any officer or director of the Corporation may be used to

the fullest extent permitted by applicable law.

Section 8.Section Headings. Section headings in these Bylaws are for convenience

of reference only and shall not be given any substantive effect in limiting or otherwise construing

any provision herein.

Section 9.Inconsistent Provisions. In the event that any provision (or part thereof) of

these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation,

the DGCL, any other applicable law, or the Director Nomination Agreement, the provision (or

part thereof) of these Bylaws shall be construed to be consistent with such other provision or

provisions, and to the extent such provision may not be so construed, such provision shall be

deemed amended to incorporate such other provision so as to eliminate any such inconsistency

and as so amended shall be given full force and effect.

ARTICLE VII

INDEMNIFICATION

Section 1.Right to Indemnification and Advancement. Each person who was or is

made a party or is threatened to be made a party to or is otherwise involved (including

involvement, without limitation, as a witness) in any actual or threatened action, suit, or

proceeding, whether civil, criminal, administrative, or investigative (a “proceeding”), by reason

of the fact that he or she is or was a director or officer of the Corporation or, while a director or

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

manager, officer, employee, or agent of another corporation or of a partnership, joint venture,

trust, or other enterprise, including service with respect to an employee benefit plan (an

“indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a

director or officer or in any other capacity while serving as a director or officer, shall be

indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL,

as the same exists or may hereafter be amended, against all expense, liability, and loss (including

attorneys’ fees and related disbursements, judgments, fines, excise taxes, or penalties under the

Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”)

and any other penalties and amounts paid or to be paid in settlement) reasonably incurred or

suffered by such indemnitee in connection therewith, and such indemnification shall continue as

to an indemnitee who has ceased to be a director, officer, employee, or agent and shall inure to

the benefit of the indemnitee’s heirs, executors, and administrators; provided, however, that,

except as provided in Section 2 of this ARTICLE VII with respect to proceedings to enforce

rights to indemnification and advance of expenses (as defined herein), the Corporation shall

indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by

such indemnitee only if such proceeding (or part thereof) was authorized in the specific case by

the Board of the Corporation. In addition to the right to indemnification conferred herein, an

indemnitee shall also have the right, to the fullest extent not prohibited by law, to be paid by the

Corporation the expenses incurred in defending any such proceeding in advance of its final

disposition (an “advance of expenses”); provided, however, that if and to the extent that the

DGCL requires, an advance of expenses shall be made only upon delivery to the Corporation of

an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so

advanced if it shall ultimately be determined by final judicial decision from which there is no

further right to appeal (a “final adjudication”) that such indemnitee is not entitled to be

indemnified for such expenses under Section 1 of this ARTICLE VII or otherwise. The

Corporation may also, by action of its Board, provide indemnification and advancement to

employees and agents of the Corporation. Any reference to an officer of the Corporation in this

ARTICLE VII shall be deemed to refer exclusively to the Chair, CEO, President, CFO,

Secretary, and Treasurer appointed pursuant to ARTICLE IV, and to any Vice President,

Assistant Secretary, assistant treasurer, or other officer of the Corporation appointed by the

Board or the CEO pursuant to ARTICLE IV of these Bylaws, and any reference to an officer of

any other enterprise shall be deemed to refer exclusively to an officer appointed by the Board or

equivalent governing body of such other entity pursuant to the certificate of incorporation and

bylaws or equivalent organizational documents of such other enterprise. The fact that any person

who is or was an employee of the Corporation or an employee of any other enterprise has been

given or has used the title of “Vice President” or any other title, including any title granted to

such person by the CEO pursuant to Section 11 of ARTICLE IV, that could be construed to

suggest or imply that such person is or may be an officer of the Corporation or of such other

enterprise shall not result in such person being constituted as, or being deemed to be, an officer

of the Corporation or of such other enterprise for purposes of this ARTICLE VII unless such

person’s appointment to such office was approved by the Board pursuant to ARTICLE IV.

Section 2.Procedure for Indemnification. Any claim for indemnification or advance

of expenses by an indemnitee under Section 2 of this ARTICLE VII shall be made promptly, and

in any event within 45 days (or, in the case of an advance of expenses, 20 days, provided that the

director or officer has delivered the undertaking contemplated by Section 1 of this ARTICLE VII

if required), upon the written request of the indemnitee. If the Corporation denies a written

request for indemnification or advance of expenses, in whole or in part, or if payment in full

pursuant to such request is not made within 45 days (or, in the case of an advance of expenses,

20 days, provided that the indemnitee has delivered the undertaking contemplated by Section 1

of this ARTICLE VII if required), the right to indemnification or advances as granted by this

ARTICLE VII shall be enforceable by the indemnitee in any court of competent jurisdiction.

Such person’s costs and expenses incurred in connection with successfully establishing his or her

right to indemnification, in whole or in part, in any such action shall also be indemnified by the

Corporation to the fullest extent permitted by applicable law. It shall be a defense to any such

action (other than an action brought to enforce a claim for the advance of expenses where the

undertaking required pursuant to Section 1 of this ARTICLE VII, if any, has been tendered to the

Corporation) that the claimant has not met the applicable standard of conduct which makes it

permissible under the DGCL for the Corporation to indemnify the claimant for the amount

claimed, but the burden of proof shall be on the Corporation to the fullest extent permitted by

law. Neither the failure of the Corporation (including the Board, a committee thereof,

independent legal counsel, or its stockholders) to have made a determination prior to the

commencement of such action that indemnification of the claimant is proper in the circumstances

because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual

determination by the Corporation (including the Board, independent legal counsel, or its

stockholders) that the claimant has not met such applicable standard of conduct, shall be a

defense to the action or create a presumption that the claimant has not met the applicable

standard of conduct.

Section 3.Insurance. The Corporation may purchase and maintain insurance on its

own behalf and on behalf of any person who is or was or has agreed to become a director,

officer, employee, or agent of the Corporation or is or was serving at the request of the

Corporation as a director, officer, partner, member, trustee, administrator, employee, or agent of

another corporation, partnership, joint venture, limited liability company, trust, or other

enterprise against any expense, liability, or loss asserted against him or her and incurred by him

or her in any such capacity, or arising out of his or her status as such, whether or not the

Corporation would have the power to indemnify such person against such expenses, liability, or

loss under the DGCL.

Section 4.Service for Subsidiaries. Any person serving as a director, officer, partner,

member, trustee, administrator, employee, or agent of another corporation, partnership, limited

liability company, joint venture, trust, or other enterprise, at least 50% of whose equity interests

are owned by the Corporation (a “subsidiary” for purposes of this ARTICLE VII) shall be

conclusively presumed to be serving in such capacity at the request of the Corporation.

Section 5.Reliance. Persons who after the date of the adoption of this provision

become or remain directors or officers of the Corporation or who, while a director or officer of

the Corporation, become or remain a director, manager, officer, employee, or agent of a

subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advance of

expenses, and other rights contained in this ARTICLE VII in entering into or continuing such

service. To the fullest extent permitted by law, the rights to indemnification and to the advance

of expenses conferred in this ARTICLE VII shall apply to claims made against an indemnitee

arising out of acts or omissions which occurred or occur both prior and subsequent to the

adoption hereof. Any amendment, alteration, or repeal of this ARTICLE VII that adversely

affects any right of an indemnitee or its successors shall be prospective only and shall not limit,

eliminate, or impair any such right with respect to any proceeding involving any occurrence or

alleged occurrence of any action or omission to act that took place prior to such amendment or

repeal.

Section 6.Non-Exclusivity of Rights; Continuation of Rights of Indemnification.

The rights to indemnification and to the advance of expenses conferred in this ARTICLE VII

shall not be exclusive of any other right which any person may have or hereafter acquire under

the Certificate of Incorporation or under any statute, bylaw, agreement, vote of stockholders or

disinterested directors, or otherwise. All rights to indemnification under this ARTICLE VII shall

be deemed to be a contract between the Corporation and each director or officer of the

Corporation who serves or served in such capacity at any time while this ARTICLE VII is in

effect. Any repeal or modification of this ARTICLE VII or repeal or modification of relevant

provisions of the DGCL or any other applicable laws shall not in any way diminish any rights to

indemnification and advancement of expenses of such director or officer or the obligations of the

Corporation arising hereunder with respect to any proceeding arising out of, or relating to, any

actions, transactions, or facts occurring prior to the final adoption of such repeal or modification.

Section 7.Merger or Consolidation. For purposes of this ARTICLE VII, 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 power and authority to indemnify

its directors, officers, employees, or agents, so that any person who is or was a director, officer,

employee, or agent of such constituent corporation, or is or was serving at the request of such

constituent corporation as a director, officer, employee, or agent of another corporation,

partnership, joint venture, trust, or other enterprise, shall stand in the same position under this

ARTICLE VII with respect to the resulting or surviving corporation as he or she would have

with respect to such constituent corporation if its separate existence had continued.

Section 8.Savings Clause. To the fullest extent permitted by law, if this ARTICLE

VII or any portion hereof shall be invalidated on any ground by any court of competent

jurisdiction, then the Corporation shall nevertheless indemnify and advance expenses to each

person entitled to indemnification under Section 1 of this ARTICLE VII as to all expense,

liability, and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA

excise taxes and penalties, and any other penalties and amounts paid or to be paid in settlement)

actually and reasonably incurred or suffered by such person and for which indemnification and

advancement of expenses is available to such person pursuant to this ARTICLE VII to the fullest

extent permitted by any applicable portion of this ARTICLE VII that shall not have been

invalidated.

ARTICLE VIII

AMENDMENTS

These Bylaws may be amended, altered, changed, or repealed or new Bylaws adopted

only in accordance with Section 1 of ARTICLE TEN of the Certificate of Incorporation.

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