{"url_path":"/sec/cmpx/8-k/2026-06-23/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1738021/0001171843-26-004224-index.html","accession_number":"0001171843-26-004224","cik":"0001738021","ticker":"CMPX","issuer_name":"Compass Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1738021/0001171843-26-004224-index.html","primary_entity_key":"0001738021","primary_entity_name":"Compass Therapeutics, Inc."},"word_count":12215,"has_tables":false,"body_markdown":"EX-3.1\n2\nexh_31.htm\nEXHIBIT 3.1\n\n**Exhibit 3.1**\n\n**SECOND AMENDED AND RESTATED**\n\n** **\n\n**BYLAWS**\n\n** **\n\n**OF**\n\n** **\n\n**COMPASS THERAPEUTICS, INC.**\n\n(the “Corporation”)\n\nARTICLE I\n\nStockholders\n\nSECTION 1. Annual Meeting. The annual meeting\nof stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date\nand place within or without the United States which is fixed by the Board of Directors, which time, date and place may subsequently be\nchanged at any time by vote of the Board of Directors. If no Annual Meeting has been held for a period of thirteen (13) months after the\nCorporation’s last Annual Meeting, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes\nof these Bylaws or otherwise, all the force and effect of an Annual Meeting. Any and all references hereafter in these Bylaws to an Annual\nMeeting or Annual Meetings also shall be deemed to refer to any special meeting(s) in lieu thereof.\n\nSECTION 2. Notice of Stockholder Business and Nominations.\n\n(a) Annual Meetings of Stockholders.\n\n(1) Nominations of persons for election to\nthe Board of Directors of the Corporation and the proposal of other business to be considered by the stockholders may be brought before\nan Annual Meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who was a stockholder\nof record at the time of giving of notice provided for in this By-law, who is entitled to vote at the meeting, who is present (in person\nor by proxy) at the meeting and who complies with the notice procedures set forth in this By-law as to such nomination or business. For\nthe avoidance of doubt, the foregoing clause (ii) shall be the exclusive means for a stockholder to bring nominations or business properly\nbefore an Annual Meeting (other than matters properly brought under Rule 14a-8 (or any successor rule) under the Securities Exchange Act\nof 1934, as amended (the “Exchange Act”)), and such stockholder must comply with the notice and other procedures set forth\nin Article I, Section 2(a)(2) and (3) of this By-law to bring such nominations or business properly before an Annual Meeting. In addition\nto the other requirements set forth in this By-law, for any proposal of business to be considered at an Annual Meeting, it must be a proper\nsubject for action by stockholders of the Corporation under Delaware law.\n\n(2) For nominations or other business to\nbe properly brought before an Annual Meeting by a stockholder pursuant to clause (ii) of Article I, Section 2(a)(1) of this By-law, the\nstockholder must (i) have given Timely Notice (as defined below) thereof in writing to the Secretary of the Corporation, (ii) have provided\nany updates or supplements to such notice at the times and in the forms required by this By-law and (iii) together with the beneficial\nowner(s), if any, on whose behalf the nomination or business proposal is made, have acted in accordance with the representations set forth\nin the Solicitation Statement (as defined below) required by this By-law. To be timely, a stockholder’s written notice shall be\nreceived by the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth\n(90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the one-year anniversary of the preceding\nyear’s Annual Meeting; provided, however, that in the event the Annual Meeting is first convened more than thirty\n(30) days before or more than sixty (60) days after such anniversary date, or if no Annual Meeting were held in the preceding year, notice\nby the stockholder to be timely must be received by the Secretary of the Corporation not later than the close of business on the later\nof the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public\nannouncement of the date of such meeting is first made (such notice within such time periods shall be referred to as “Timely Notice”).\nNotwithstanding anything to the contrary provided herein, for the first Annual Meeting following the initial public offering of common\nstock of the Corporation, a stockholder’s notice shall be timely if received by the Secretary at the principal executive offices\nof the Corporation not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such Annual\nMeeting or the tenth (10th) day following the day on which public announcement of the date of such Annual Meeting is first made or sent\nby the Corporation. Such stockholder’s Timely Notice shall set forth:\n\n(A) as to each person whom the stockholder\nproposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of the nominee,\n(ii) the principal occupation or employment of the nominee, (iii) the class and number of shares of the Corporation that are held of record\nor are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (iv) whether and the extent\nto which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect\nto any securities of the Corporation, and a description of any other agreement, arrangement or understanding (including any short position\nor any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share\nprice changes for, or to increase or decrease the voting power of the nominee, (v) a description of all arrangements or understandings\nbetween or among the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the\nnominations are to be made by the stockholder or concerning the nominee’s potential service on the Board of Directors, (vi) a written\nstatement executed by the nominee acknowledging that as a director of the corporation, the nominee will owe fiduciary duties under Delaware\nlaw with respect to the Corporation and its stockholders, and (vii) all information relating to such person that is required to be disclosed\nin solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation\n14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving\nas a director if elected);\n\n(B) as to any\nother business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before\nthe meeting, the reasons for conducting such business at the meeting, the text, if any, of any resolutions or By-law amendment proposed\nfor adoption, and any material interest in such business of each Proposing Person (as defined below);\n\n(C) (i) the name and address of the stockholder\ngiving the notice, as they appear on the Corporation’s books, and the names and addresses of the other Proposing Persons (if any)\nand (ii) as to each Proposing Person, the following information: (a) the class or series and number of all shares of capital stock of\nthe Corporation which are, directly or indirectly, owned beneficially or of record by such Proposing Person or any of its affiliates or\nassociates (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), including any shares of any class or series of\ncapital stock of the Corporation as to which such Proposing Person or any of its affiliates or associates has a right to acquire beneficial\nownership at any time in the future, (b) all Synthetic Equity Interests (as defined below) in which such Proposing Person or any of its\naffiliates or associates, directly or indirectly, holds an interest including a description of the material terms of each such Synthetic\nEquity Interest, including without limitation, identification of the counterparty to each such Synthetic Equity Interest and disclosure,\nfor each such Synthetic Equity Interest, as to (x) whether or not such Synthetic Equity Interest conveys any voting rights, directly or\nindirectly, in such shares to such Proposing Person, (y) whether or not such Synthetic Equity Interest is required to be, or is capable\nof being, settled through delivery of such shares and (z) whether or not such Proposing Person and/or, to the extent known, the counterparty\nto such Synthetic Equity Interest has entered into other transactions that hedge or mitigate the economic effect of such Synthetic Equity\nInterest, (c) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance\nwith, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a\nright to, directly or indirectly, vote any shares of any class or series of capital stock of the Corporation, (d) any rights to dividends\nor other distributions on the shares of any class or series of capital stock of the Corporation, directly or indirectly, owned beneficially\nby such Proposing Person that are separated or separable from the underlying shares of the Corporation, and (e) any performance-related\nfees (other than an asset based fee) that such Proposing Person, directly or indirectly, is entitled to based on any increase or decrease\nin the value of shares of any class or series of capital stock of the Corporation or any Synthetic Equity Interests (the disclosures to\nbe made pursuant to the foregoing clauses (a) through (e) are referred to, collectively, as “Material Ownership Interests”)\nand (iii) a description of the material terms of all agreements, arrangements or understandings (whether or not in writing) entered into\nby any Proposing Person or any of its affiliates or associates with any other person for the purpose of acquiring, holding, disposing\nor voting of any shares of any class or series of capital stock of the Corporation;\n\n(D) (i) a description of all agreements, arrangements\nor understandings by and among any of the Proposing Persons, or by and among any Proposing Persons and any other person (including with\nany proposed nominee(s)), pertaining to the nomination(s), or other business proposed to be brought before the meeting of stockholders\n(which description shall identify the name of each other person who is party to such an agreement, arrangement or understanding), and\n(ii) identification of the names and addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons\nto support such nominations or other business proposal(s), and to the extent known the class and number of all shares of the Corporation’s\ncapital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and\n\n(E) a statement\nwhether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, will deliver a proxy statement and form\nof proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all of the shares of capital stock\nof the Corporation required under applicable law to approve the proposal or, in the case of a nomination or nominations, at least the\npercentage of voting power of all of the shares of capital stock of the Corporation reasonably believed by such Proposing Person to be\nsufficient to elect the nominee or nominees proposed to be nominated by such stockholder (such statement, the “Solicitation Statement”).\n\nFor purposes of this Article I of these Bylaws,\nthe term “Proposing Person” shall mean the following persons: (i) the stockholder of record providing the notice of nominations\nor business proposed to be brought before a stockholders’ meeting, and (ii) the beneficial owner(s), if different, on whose behalf\nthe nominations or business proposed to be brought before a stockholders’ meeting is made. For purposes of this Section 2 of Article\nI of these Bylaws, the term “Synthetic Equity Interest” shall mean any transaction, agreement or arrangement (or series of\ntransactions, agreements or arrangements), including, without limitation, any derivative, swap, hedge, repurchase or so-called “stock\nborrowing” agreement or arrangement, the purpose or effect of which is to, directly or indirectly: (a) give a person or entity economic\nbenefit and/or risk similar to ownership of shares of any class or series of capital stock of the Corporation, in whole or in part, including\ndue to the fact that such transaction, agreement or arrangement provides, directly or indirectly, the opportunity to profit or avoid a\nloss from any increase or decrease in the value of any shares of any class or series of capital stock of the Corporation, (b) mitigate\nloss to, reduce the economic risk of or manage the risk of share price changes for, any person or entity with respect to any shares of\nany class or series of capital stock of the Corporation, (c) otherwise provide in any manner the opportunity to profit or avoid a loss\nfrom any decrease in the value of any shares of any class or series of capital stock of the Corporation, or (d) increase or decrease the\nvoting power of any person or entity with respect to any shares of any class or series of capital stock of the Corporation.\n\n(3) A stockholder providing Timely Notice\nof nominations or business proposed to be brought before an Annual Meeting shall further update and supplement such notice, if necessary,\nso that the information (including, without limitation, the Material Ownership Interests information) provided or required to be provided\nin such notice pursuant to this By-law shall be true and correct as of the record date for the meeting and as of the date that is ten\n(10) business days prior to such Annual Meeting, and such update and supplement shall be received by the Secretary at the principal executive\noffices of the Corporation not later than the close of business on the fifth (5th) business day after the record date for the Annual Meeting\n(in the case of the update and supplement required to be made as of the record date), and not later than the close of business on the\neighth (8th) business day prior to the date of the Annual Meeting (in the case of the update and supplement required to be made as of\nten (10) business days prior to the meeting).\n\n(4) Notwithstanding\nanything in the second sentence of Article I, Section 2(a)(2) of this By-law to the contrary, in the event that the number of directors\nto be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees\nfor director or specifying the size of the increased Board of Directors made by the Corporation at least ten (10) days before the last\nday a stockholder may deliver a notice of nomination in accordance with the second sentence of Article I, Section 2(a)(2), a stockholder’s\nnotice required by this By-law shall also be considered timely, but only with respect to nominees for any new positions created by such\nincrease, if it shall be received by the Secretary of the Corporation not later than the close of business on the tenth (10th) day following\nthe day on which such public announcement is first made by the Corporation.\n\n(b) General.\n\n(1) Only such persons who are nominated in\naccordance with the provisions of this By-law shall be eligible for election and to serve as directors and only such business shall be\nconducted at an Annual Meeting as shall have been brought before the meeting in accordance with the provisions of this By-law or in accordance\nwith Rule 14a-8 under the Exchange Act. The Board of Directors or a designated committee thereof shall have the power to determine whether\na nomination or any business proposed to be brought before the meeting was made in accordance with the provisions of this By-law. If neither\nthe Board of Directors nor such designated committee makes a determination as to whether any stockholder proposal or nomination was made\nin accordance with the provisions of this By-law, the presiding officer of the Annual Meeting shall have the power and duty to determine\nwhether the stockholder proposal or nomination was made in accordance with the provisions of this By-law. If the Board of Directors or\na designated committee thereof or the presiding officer, as applicable, determines that any stockholder proposal or nomination was not\nmade in accordance with the provisions of this By-law, such proposal or nomination shall be disregarded and shall not be presented for\naction at the Annual Meeting.\n\n(2) Except as otherwise required by law,\nnothing in this Article I, Section 2 shall obligate the Corporation or the Board of Directors to include in any proxy statement or other\nstockholder communication distributed on behalf of the Corporation or the Board of Directors information with respect to any nominee for\ndirector or any other matter of business submitted by a stockholder.\n\n(3) Notwithstanding the foregoing provisions\nof this Article I, Section 2, if the nominating or proposing stockholder (or a qualified representative of the stockholder) does not appear\nat the Annual Meeting to present a nomination or any business, such nomination or business shall be disregarded, notwithstanding that\nproxies in respect of such vote may have been received by the Corporation. For purposes of this Article I, Section 2, to be considered\na qualified representative of the proposing stockholder, a person must be authorized by a written instrument executed by such stockholder\nor an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such\nperson must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic\ntransmission, to the presiding officer at the meeting of stockholders.\n\n(4) For purposes of this By-law, “public\nannouncement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national\nnews service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14\nor 15(d) of the Exchange Act.\n\n(5) Notwithstanding the foregoing provisions\nof this By-law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder\nwith respect to the matters set forth in this By-law. Nothing in this By-law shall be deemed to affect any rights of (i) stockholders\nto have proposals included in the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor rule), as applicable, under\nthe Exchange Act and, to the extent required by such rule, have such proposals considered and voted on at an Annual Meeting or (ii) the\nholders of any series of Undesignated Preferred Stock to elect directors under specified circumstances.\n\nSECTION 3. Special Meetings. Except as otherwise\nrequired by statute and subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock, special meetings\nof the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution approved by the affirmative\nvote of a majority of the Directors then in office. The Board of Directors may postpone or reschedule any previously scheduled special\nmeeting of stockholders. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special\nmeeting of stockholders of the Corporation. Nominations of persons for election to the Board of Directors of the Corporation and stockholder\nproposals of other business shall not be brought before a special meeting of stockholders to be considered by the stockholders unless\nsuch special meeting is held in lieu of an annual meeting of stockholders in accordance with Article I, Section 1 of these Bylaws, in\nwhich case such special meeting in lieu thereof shall be deemed an Annual Meeting for purposes of these Bylaws and the provisions of Article\nI, Section 2 of these Bylaws shall govern such special meeting.\n\nSECTION 4. Notice of Meetings; Adjournments.\n\n(a) A notice of each Annual Meeting stating the hour,\ndate and place, if any, of such Annual Meeting and the means of remote communication, if any, by which stockholders and proxyholders may\nbe deemed to be present in person and vote at such meeting, shall be given not less than ten (10) days nor more than sixty (60) days before\nthe Annual Meeting, to each stockholder entitled to vote thereat by delivering such notice to such stockholder or by mailing it, postage\nprepaid, addressed to such stockholder at the address of such stockholder as it appears on the Corporation’s stock transfer books.\nWithout limiting the manner by which notice may otherwise be given to stockholders, any notice to stockholders may be given by electronic\ntransmission in the manner provided in Section 232 of the Delaware General Corporation Law (“DGCL”).\n\n(b) Unless otherwise required by the DGCL, notice of\nall special meetings of stockholders shall be given in the same manner as provided for Annual Meetings, except that the notice of all\nspecial meetings shall state the purpose or purposes for which the meeting has been called.\n\n(c) Notice of an Annual Meeting or special meeting\nof stockholders need not be given to a stockholder if a waiver of notice is executed, or waiver of notice by electronic transmission is\nprovided, before or after such meeting by such stockholder or if such stockholder attends such meeting, unless such attendance is for\nthe express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully\ncalled or convened.\n\n(d) The Board of Directors may postpone and reschedule\nany previously scheduled Annual Meeting or special meeting of stockholders and any record date with respect thereto, regardless of whether\nany notice or public disclosure with respect to any such meeting has been sent or made pursuant to Section 2 of this Article I of these\nBylaws or otherwise. In no event shall the public announcement of an adjournment, postponement or rescheduling of any previously scheduled\nmeeting of stockholders commence a new time period for the giving of a stockholder’s notice under this Article I of these Bylaws.\n\n(e) When any meeting is convened, the presiding officer\nmay adjourn the meeting if (i) no quorum is present for the transaction of business, (ii) the Board of Directors determines that adjournment\nis necessary or appropriate to enable the stockholders to consider fully information which the Board of Directors determines has not been\nmade sufficiently or timely available to stockholders, or (iii) the Board of Directors determines that adjournment is otherwise in the\nbest interests of the Corporation. When any Annual Meeting or special meeting of stockholders is adjourned to another hour, date or place,\nnotice need not be given of the adjourned meeting other than an announcement at the meeting at which the adjournment is taken of the hour,\ndate and place, if any, to which the meeting is adjourned and the means of remote communications, if any, by which stockholders and proxyholders\nmay be deemed to be present in person and vote at such adjourned meeting; provided, however, that if the adjournment is for more than\nthirty (30) days from the meeting date, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the\nadjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in\nperson and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote thereat and each stockholder who,\nby law or under the Certificate of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the “Certificate”)\nor these Bylaws, is entitled to such notice.\n\nSECTION 5. Quorum. A majority of the outstanding\nshares entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders. If less\nthan a quorum is present at a meeting, the holders of voting stock representing a majority of the voting power present at the meeting\nor the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except\nas provided in Section 4 of this Article I. At such adjourned meeting at which a quorum is present, any business may be transacted which\nmight have been transacted at the original meeting. The stockholders present at a duly constituted meeting may continue to transact business\nuntil adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.\n\nSECTION 6. Voting and Proxies. Stockholders\nshall have one vote for each share of stock entitled to vote owned by them of record according to the stock ledger of the Corporation\nas of the record date, unless otherwise provided by law or by the Certificate. Stockholders may vote either (i) in person, (ii) by written\nproxy or (iii) by a transmission permitted by Section 212(c) of the DGCL. Any copy, facsimile telecommunication or other reliable reproduction\nof the writing or transmission permitted by Section 212(c) of the DGCL may be substituted for or used in lieu of the original writing\nor transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile\ntelecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. Proxies shall\nbe filed in accordance with the procedures established for the meeting of stockholders. Except as otherwise limited therein or as otherwise\nprovided by law, proxies authorizing a person to vote at a specific meeting shall entitle the persons authorized thereby to vote at any\nadjournment of such meeting, but they shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in\nthe name of two or more persons shall be valid if executed by or on behalf of any one of them unless at or prior to the exercise of the\nproxy the Corporation receives a specific written notice to the contrary from any one of them.\n\nSECTION 7. Action at Meeting. When a quorum\nis present at any meeting of stockholders, any matter before any such meeting (other than an election of a director or directors) shall\nbe decided by a majority of the votes properly cast for and against such matter, except where a larger vote is required by law, by the\nCertificate or by these Bylaws. Any election of directors by stockholders shall be determined by a plurality of the votes properly cast\non the election of directors.\n\nSECTION 8. Stockholder Lists. The Secretary\nor an Assistant Secretary (or the Corporation’s transfer agent or other person authorized by these Bylaws or by law) shall prepare\nand make, at least ten (10) days before every Annual Meeting or special meeting of stockholders, a complete list of the stockholders entitled\nto vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered\nin the name of each stockholder. Such list shall be open to the examination of any stockholder, for a period of at least ten (10) days\nprior to the meeting as provided in the manner, and subject to the terms, set forth in Section 219 of the DGCL (or any successor provision).\nThe list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law.\n\nSECTION 9. Presiding Officer. The Board of Directors\nshall designate a representative to preside over all Annual Meetings or special meetings of stockholders, provided that if the Board of\nDirectors does not so designate such a presiding officer, then the Chairperson of the Board, if one is elected, shall preside over such\nmeetings. If the Board of Directors does not so designate such a presiding officer and there is no Chairperson of the Board or the Chairperson\nof the Board is unable to so preside or is absent, then the Lead Director, if one is elected, shall preside over such meetings, provided\nfurther that if there is no Lead Director or the Lead director is unable to so preside or is absent, then the Chief Executive Officer,\nif one is elected, shall preside over such meetings, provided further that if there is no Chief Executive Officer or the Chief Executive\nOfficer is unable to so preside or is absent, then the President shall preside over such meetings. The presiding officer at any Annual\nMeeting or special meeting of stockholders shall have the power, among other things, to adjourn such meeting at any time and from time\nto time, subject to Sections 4 and 5 of this Article I. The order of business and all other matters of procedure at any meeting of the\nstockholders shall be determined by the presiding officer.\n\nSECTION 10. Inspectors of Elections. The Corporation\nshall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof.\nThe Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or\nalternate is able to act at a meeting of stockholders, the presiding officer shall appoint one or more inspectors to act at the meeting.\nAny inspector may, but need not, be an officer, employee or agent of the Corporation. Each inspector, before entering upon the discharge\nof his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according\nto the best of his or her ability. The inspectors shall perform such duties as are required by the DGCL, including the counting of all\nvotes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties\nof the inspectors. The presiding officer may review all determinations made by the inspectors, and in so doing the presiding officer shall\nbe entitled to exercise his or her sole judgment and discretion and he or she shall not be bound by any determinations made by the inspectors.\nAll determinations by the inspectors and, if applicable, the presiding officer, shall be subject to further review by any court of competent\njurisdiction.\n\nARTICLE II\n\nDirectors\n\nSECTION 1. Powers. The business and affairs\nof the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided by the Certificate\nor required by law.\n\nSECTION 2. Number and Terms. The number of directors\nof the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The directors\nshall hold office in the manner provided in the Certificate.\n\nSECTION 3. Qualification. No director need be\na stockholder of the Corporation.\n\nSECTION 4. Vacancies. Vacancies in the Board\nof Directors shall be filled in the manner provided in the Certificate.\n\nSECTION 5. Removal. Directors may be removed\nfrom office only in the manner provided in the Certificate.\n\nSECTION 6. Resignation. A director may resign\nat any time by electronic transmission or by giving written notice to the Chairperson of the Board, if one is elected, the Lead Director,\nif one is elected, the Chief Executive Officer, the President or the Secretary. A resignation shall be effective upon receipt, unless\nthe resignation otherwise provides.\n\nSECTION 7. Regular Meetings. The regular annual\nmeeting of the Board of Directors shall be held, without notice other than this Section 7, on the same date as the Annual Meeting unless\na different date is chosen by the Board of Directors. Other regular meetings of the Board of Directors may be held at such hour, date\nand place as the Board of Directors may by resolution from time to time determine and publicize by means of reasonable notice given to\nany director who is not present at the meeting at which such resolution is adopted.\n\nSECTION 8. Special Meetings. Special meetings\nof the Board of Directors may be called, orally or in writing, by or at the request of a majority of the directors, the Chairperson of\nthe Board, if one is elected, the Lead Director, if one is elected, the Chief Executive Officer, or the President. The person calling\nany such special meeting of the Board of Directors may fix the hour, date and place thereof.\n\nSECTION 9. Notice of Meetings. Notice of the\nhour, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary or an Assistant\nSecretary, or in case of the death, absence, incapacity or refusal of such persons, by the Chairperson of the Board, if one is elected,\nthe Lead Director, if one is elected, the Chief Executive Officer, or the President or such other officer designated by the Chairperson\nof the Board, if one is elected, the Lead Director, if one is elected, the Chief Executive Officer, or the President. Notice of any special\nmeeting of the Board of Directors shall be given to each director in person, by telephone, or by facsimile, electronic mail or other form\nof electronic communication, sent to his or her business or home address, at least twenty-four (24) hours in advance of the meeting, or\nby written notice mailed to his or her business or home address, at least forty-eight (48) hours in advance of the meeting. Such notice\nshall be deemed to be delivered when hand-delivered to such address, read to such director by telephone, deposited in the mail so addressed,\nwith postage thereon prepaid if mailed, dispatched or transmitted if sent by facsimile transmission or by electronic mail or other form\nof electronic communications. A written waiver of notice signed or electronically transmitted before or after a meeting by a director\nand filed with the records of the meeting shall be deemed to be equivalent to notice of the meeting. The attendance of a director at a\nmeeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting\nat the beginning of the meeting to the transaction of any business because such meeting is not lawfully called or convened. Except as\notherwise required by law, by the Certificate or by these Bylaws, neither the business to be transacted at, nor the purpose of, any meeting\nof the Board of Directors need be specified in the notice or waiver of notice of such meeting.\n\nSECTION 10. Quorum. At any meeting of the Board\nof Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business, but if less than\na quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time, and the meeting may be\nheld as adjourned without further notice. Any business which might have been transacted at the meeting as originally noticed may be transacted\nat such adjourned meeting at which a quorum is present. For purposes of this section, the total number of directors includes any unfilled\nvacancies on the Board of Directors.\n\nSECTION 11. Action at Meeting. At any meeting\nof the Board of Directors at which a quorum is present, the vote of a majority of the directors present shall constitute action by the\nBoard of Directors, unless otherwise required by law, by the Certificate or by these Bylaws.\n\nSECTION 12. Action by Consent. Any action required\nor permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors\nconsent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed\nwith the records of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper\nform and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall be treated as a resolution of\nthe Board of Directors for all purposes.\n\nSECTION 13. Manner of Participation. Directors\nmay participate in meetings of the Board of Directors by means of conference telephone or other communications equipment by means of which\nall directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute\npresence in person at such meeting for purposes of these Bylaws.\n\nSECTION 14. Presiding Director. The Board of\nDirectors shall designate a representative to preside over all meetings of the Board of Directors, provided that if the Board of Directors\ndoes not so designate such a presiding director or such designated presiding director is unable to so preside or is absent, then the Chairperson\nof the Board, if one is elected, shall preside over all meetings of the Board of Directors. If both the designated presiding director,\nif one is so designated, and the Chairperson of the Board, if one is elected, are unable to preside or are absent, then the Lead Director,\nif one is elected, shall preside over all meetings of the Board of Directors. If the designated presiding director, if one is so designated,\nthe Chairperson of the Board, if one is elected, and the Lead Director, if one is elected, are unable to preside or are absent, the Board\nof Directors shall designate an alternate representative to preside over a meeting of the Board of Directors.\n\nSECTION 15. Committees. The Board of Directors,\nby vote of a majority of the directors then in office, may elect one or more committees, including, without limitation, a Compensation\nCommittee, a Nominating & Corporate Governance Committee and an Audit Committee, and may delegate thereto some or all of its powers\nexcept those which by law, by the Certificate or by these Bylaws may not be delegated. Except as the Board of Directors may otherwise\ndetermine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors\nor in such rules, its business shall be conducted so far as possible in the same manner as is provided by these Bylaws for the Board of\nDirectors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may\nabolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep\nrecords of its meetings and shall report its action to the Board of Directors.\n\nSECTION 16. Compensation of Directors. Directors\nshall receive such compensation for their services as shall be determined by a majority of the Board of Directors, or a designated committee\nthereof, provided that directors who are serving the Corporation as employees and who receive compensation for their services as such,\nshall not receive any salary or other compensation for their services as directors of the Corporation.\n\nARTICLE III\n\nOfficers\n\nSECTION 1. Enumeration. The officers of the\nCorporation shall consist of a President, a Treasurer, a Secretary and such other officers, including, without limitation, a Chairperson\nof the Board of Directors, a Lead Director, a Chief Executive Officer and one or more Vice Presidents (including Executive Vice Presidents\nor Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine.\n\nSECTION 2. Election. At the regular annual meeting\nof the Board of Directors following the Annual Meeting, the Board of Directors shall elect the Chief Executive Officer, President, the\nTreasurer and the Secretary. Other officers may be elected by the Board of Directors at such regular annual meeting of the Board of Directors\nor at any other regular or special meeting.\n\nSECTION 3. Qualification. No officer need be\na stockholder or a director. Any person may occupy more than one office of the Corporation at any time.\n\nSECTION 4. Tenure. Except as otherwise provided\nby the Certificate or by these Bylaws, each of the officers of the Corporation shall hold office until the regular annual meeting of the\nBoard of Directors following the next Annual Meeting and until his or her successor is elected and qualified or until his or her earlier\nresignation or removal.\n\nSECTION 5. Resignation. Any officer may resign\nby delivering his or her written or electronically transmitted resignation to the Corporation addressed to the Chief Executive Officer,\nPresident or the Secretary, and such resignation shall be effective upon receipt, unless the resignation otherwise provides.\n\nSECTION 6. Removal. Except as otherwise provided\nby law or by resolution of the Board of Directors, the Board of Directors may remove any officer with or without cause by the affirmative\nvote of a majority of the directors then in office.\n\nSECTION 7. Absence or Disability. In the event\nof the absence or disability of any officer, the Board of Directors may designate another officer to act temporarily in place of such\nabsent or disabled officer.\n\nSECTION 8. Vacancies. Any vacancy in any office\nmay be filled for the unexpired portion of the term by the Board of Directors.\n\nSECTION 9. President. The President shall, subject\nto the direction of the Board of Directors, have such powers and shall perform such duties as the Board of Directors may from time to\ntime designate.\n\nSECTION 10. Chairperson of the Board. The Chairperson\nof the Board, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time\ndesignate.\n\nSECTION 11. Lead Director. The Lead Director,\nif one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.\n\nSECTION 12. Chief Executive Officer. The Chief\nExecutive Officer, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to\ntime designate.\n\nSECTION 13. Vice Presidents and Assistant Vice Presidents.\nAny Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such\npowers and shall perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.\n\nSECTION 14. Treasurer and Assistant Treasurers.\nThe Treasurer shall, subject to the direction of the Board of Directors and except as the Board of Directors or the Chief Executive Officer\nmay otherwise provide, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account.\nThe Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation. He or she shall have such other\nduties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer. Any Assistant Treasurer\nshall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.\n\nSECTION 15. Secretary and Assistant Secretaries.\nThe Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of\nthe Board of Directors) in books kept for that purpose. In his or her absence from any such meeting, a temporary secretary chosen at the\nmeeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any\ntransfer or other agent of the Corporation). The Secretary shall have custody of the seal of the Corporation, and the Secretary, or an\nAssistant Secretary shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by\nhis or her signature or that of an Assistant Secretary. The Secretary shall have such other duties and powers as may be designated from\ntime to time by the Board of Directors or the Chief Executive Officer. In the absence of the Secretary, any Assistant Secretary may perform\nhis or her duties and responsibilities. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors\nor the Chief Executive Officer may from time to time designate.\n\nSECTION 16. Other Powers and Duties. Subject\nto these Bylaws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall\neach have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time\nmay be conferred by the Board of Directors or the Chief Executive Officer.\n\nARTICLE IV\n\nCapital Stock\n\nSECTION 1. Certificates of Stock. Each stockholder\nshall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the\nBoard of Directors. Such certificate shall be signed by any two authorized officers of the Corporation. The Corporation seal and the signatures\nby the Corporation’s officers, the transfer agent or the registrar may be facsimiles. In case any officer, transfer agent or registrar\nwho has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or\nregistrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer,\ntransfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer\nand every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend\nwith respect thereto as is required by law. Notwithstanding anything to the contrary provided in these Bylaws, the Board of Directors\nof the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated\nshares (except that the foregoing shall not apply to shares represented by a certificate until such certificate is surrendered to the\nCorporation), and by the approval and adoption of these Bylaws the Board of Directors has determined that all classes or series of the\nCorporation’s stock may be uncertificated, whether upon original issuance, re-issuance, or subsequent transfer.\n\nSECTION 2. Transfers. Subject to any restrictions\non transfer and unless otherwise provided by the Board of Directors, shares of stock that are represented by a certificate may be transferred\non the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate theretofore properly endorsed\nor accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such\nproof of the authenticity of signature as the Corporation or its transfer agent may reasonably require. Shares of stock that are not represented\nby a certificate may be transferred on the books of the Corporation by submitting to the Corporation or its transfer agent such evidence\nof transfer and following such other procedures as the Corporation or its transfer agent may require.\n\nSECTION 3. Record Holders. Except as may otherwise\nbe required by law, by the Certificate or by these Bylaws, the Corporation shall be entitled to treat the record holder of stock as shown\non its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto,\nregardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation\nin accordance with the requirements of these Bylaws.\n\nSECTION 4. Record Date. In order that the Corporation\nmay determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled\nto receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of\nany change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date,\nwhich record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and\nwhich record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders, shall, unless otherwise\nrequired by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting and (b) in the case of any other\naction, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (i) the record date for determining\nstockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding\nthe day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting\nis held; and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which\nthe Board of Directors adopts the resolution relating thereto.\n\nSECTION 5. Replacement of Certificates. In case\nof the alleged loss, destruction or mutilation of a certificate of stock of the Corporation, a duplicate certificate may be issued in\nplace thereof, upon such terms as the Board of Directors may prescribe.\n\nARTICLE V\n\nIndemnification\n\nSECTION 1. Definitions. For purposes of this\nArticle:\n\n(a) “Corporate Status” describes the status\nof a person who is serving or has served (i) as a Director of the Corporation, (ii) as an Officer of the Corporation, (iii) as a Non-Officer\nEmployee of the Corporation, or (iv) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership,\nlimited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal entity which\nsuch person is or was serving at the request of the Corporation. For purposes of this Section 1(a), a Director, Officer or Non-Officer\nEmployee of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall\nbe deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include\nthe status of a person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in\na merger or consolidation transaction with the Corporation with respect to such person’s activities prior to said transaction, unless\nspecifically authorized by the Board of Directors or the stockholders of the Corporation;\n\n(b) “Director” means any person who serves\nor has served the Corporation as a director on the Board of Directors of the Corporation;\n\n(c) “Disinterested Director” means, with\nrespect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not\na party to such Proceeding;\n\n(d) “Expenses” means all attorneys’\nfees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including,\nwithout limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation\nof demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization,\nimaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the\ntype customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing\nto be a witness in, settling or otherwise participating in, a Proceeding;\n\n(e) “Liabilities” means judgments, damages,\nliabilities, losses, penalties, excise taxes, fines and amounts paid in settlement;\n\n(f) “Non-Officer Employee” means any person\nwho serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;\n\n(g) “Officer” means any person who serves\nor has served the Corporation as an officer of the Corporation appointed by the Board of Directors of the Corporation;\n\n(h) “Proceeding” means any threatened,\npending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing\nor other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and\n\n(i) “Subsidiary” shall mean any corporation,\npartnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through\nor together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii)\n(A) fifty percent (50%) or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability\ncompany, joint venture or other entity, or (B) fifty percent (50%) or more of the outstanding voting capital stock or other voting equity\ninterests of such corporation, partnership, limited liability company, joint venture or other entity.\n\nSECTION 2. Indemnification of Directors and Officers.\n\n(a) Subject to the operation of Section 4 of this Article\nV of these Bylaws, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized\nby the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment\npermits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment),\nand to the extent authorized in this Section 2.\n\n(1) Actions, Suits and Proceedings Other\nthan By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against\nany and all Expenses and Liabilities that are incurred or paid by such Director or Officer or on such Director’s or Officer’s\nbehalf in connection with any Proceeding or any claim, issue or matter therein (other than an action by or in the right of the Corporation),\nwhich such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s\nCorporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in\nor not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe\nhis or her conduct was unlawful.\n\n(2) Actions, Suits and Proceedings By\nor In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any\nand all Expenses that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with\nany Proceeding or any claim, issue or matter therein by or in the right of the Corporation, which such Director or Officer is, or is threatened\nto be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer\nacted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the\nCorporation; provided, however, that no indemnification shall be made under this Section 2(a)(2) in respect of any claim, issue or matter\nas to which such Director or Officer shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation,\nunless, and only to the extent that, the Court of Chancery or another court in which such Proceeding was brought shall determine upon\napplication that, despite adjudication of liability, but in view of all the circumstances of the case, such Director or Officer is fairly\nand reasonably entitled to indemnification for such Expenses that such court deems proper.\n\n(3) Survival of Rights. The rights\nof indemnification provided by this Section 2 shall continue as to a Director or Officer after he or she has ceased to be a Director or\nOfficer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives.\n\n(4) Actions by Directors or Officers.\nNotwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding\ninitiated by such Director or Officer only if such Proceeding (including any parts of such Proceeding not initiated by such Director or\nOfficer) was authorized in advance by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce such Officer’s\nor Director’s rights to indemnification or, in the case of Directors, advancement of Expenses under these Bylaws in accordance with\nthe provisions set forth herein.\n\nSECTION 3. Indemnification of Non-Officer Employees.\nSubject to the operation of Section 4 of this Article V of these Bylaws, each Non-Officer Employee may, in the discretion of the Board\nof Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or\nmay hereafter be amended, against any or all Expenses and Liabilities that are incurred by such Non-Officer Employee or on such Non-Officer\nEmployee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which\nsuch Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s\nCorporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be\nin or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe\nhis or her conduct was unlawful. The rights of indemnification provided by this Section 3 shall exist as to a Non-Officer Employee after\nhe or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors\nand administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection\nwith a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized in advance by the Board of Directors of\nthe Corporation.\n\nSECTION 4. Determination. Unless ordered by\na court, no indemnification shall be provided pursuant to this Article V to a Director, to an Officer or to a Non-Officer Employee unless\na determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or\nnot opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause\nto believe his or her conduct was unlawful. Such determination shall be made by (a) a majority vote of the Disinterested Directors, even\nthough less than a quorum of the Board of Directors, (b) a committee comprised of Disinterested Directors, such committee having been\ndesignated by a majority vote of the Disinterested Directors (even though less than a quorum), (c) if there are no such Disinterested\nDirectors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders\nof the Corporation.\n\nSECTION 5. Advancement of Expenses to Directors\nPrior to Final Disposition.\n\n(a) The Corporation shall advance all Expenses incurred\nby or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s\nCorporate Status within thirty (30) days after the receipt by the Corporation of a written statement from such Director requesting such\nadvance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall\nreasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied by an undertaking by or on behalf of such\nDirector to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against\nsuch Expenses. Notwithstanding the foregoing, the Corporation shall advance all Expenses incurred by or on behalf of any Director seeking\nadvancement of expenses hereunder in connection with a Proceeding initiated by such Director only if such Proceeding (including any parts\nof such Proceeding not initiated by such Director) was (i) authorized by the Board of Directors of the Corporation, or (ii) brought to\nenforce such Director’s rights to indemnification or advancement of Expenses under these Bylaws.\n\n(b) If a claim for advancement of Expenses hereunder\nby a Director is not paid in full by the Corporation within thirty (30) days after receipt by the Corporation of documentation of Expenses\nand the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount\nof the claim and if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim.\nThe failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders)\nto make a determination concerning the permissibility of such advancement of Expenses under this Article V shall not be a defense to an\naction brought by a Director for recovery of the unpaid amount of an advancement claim and shall not create a presumption that such advancement\nis not permissible. The burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation.\n\n(c) In any suit brought by the Corporation to recover\nan advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a\nfinal adjudication that the Director has not met any applicable standard for indemnification set forth in the DGCL.\n\nSECTION 6. Advancement of Expenses to Officers and\nNon-Officer Employees Prior to Final Disposition.\n\n(a) The Corporation may, at the discretion of the Board\nof Directors of the Corporation, advance any or all Expenses incurred by or on behalf of any Officer or any Non-Officer Employee in connection\nwith any Proceeding in which such person is involved by reason of his or her Corporate Status as an Officer or Non-Officer Employee upon\nthe receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances\nfrom time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence\nthe Expenses incurred by such Officer or Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of\nsuch person to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non-Officer Employee is not entitled\nto be indemnified against such Expenses.\n\n(b) In any suit brought by the Corporation to recover\nan advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a\nfinal adjudication that the Officer or Non-Officer Employee has not met any applicable standard for indemnification set forth in the DGCL.\n\nSECTION 7. Contractual Nature of Rights.\n\n(a) The provisions of this Article V shall be deemed\nto be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article\nV is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation. Neither\namendment, repeal or modification of any provision of this Article V nor the adoption of any provision of the Certificate of Incorporation\ninconsistent with this Article V shall eliminate or reduce any right conferred by this Article V in respect of any act or omission occurring,\nor any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal,\nmodification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced\nafter such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall\nvest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced.\nThe rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article V shall continue notwithstanding\nthat the person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors,\nadministrators, legatees and distributes of such person.\n\n(b) If a claim for indemnification hereunder by a Director\nor Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification,\nsuch Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and\nif successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim.\nThe failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders)\nto make a determination concerning the permissibility of such indemnification under this Article V shall not be a defense to an action\nbrought by a Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that\nsuch indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be\non the Corporation.\n\n(c) In any suit brought by a Director or Officer to\nenforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard\nfor indemnification set forth in the DGCL.\n\nSECTION 8. Non-Exclusivity of Rights. The rights\nto indemnification and to advancement of Expenses set forth in this Article V shall not be exclusive of any other right which any Director,\nOfficer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these Bylaws, agreement,\nvote of stockholders or Disinterested Directors or otherwise.\n\nSECTION 9. Insurance. The Corporation may maintain\ninsurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character\nasserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s\nCorporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or\nthe provisions of this Article V.\n\nSECTION 10. Other Indemnification. The Corporation’s\nobligation, if any, to indemnify or provide advancement of Expenses to any person under this Article V as a result of such person serving,\nat the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint\nventure, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or\nadvancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary\nIndemnitor”). Any indemnification or advancement of Expenses under this Article V owed by the Corporation as a result of a person\nserving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership,\njoint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification\nor advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies.\n\nARTICLE VI\n\nMiscellaneous Provisions\n\nSECTION 1. Fiscal Year. The fiscal year of the\nCorporation shall be determined by the Board of Directors.\n\nSECTION 2. Seal. The Board of Directors shall\nhave power to adopt and alter the seal of the Corporation.\n\nSECTION 3. Execution of Instruments. All deeds,\nleases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business\nwithout director action may be executed on behalf of the Corporation by the Chairperson of the Board, if one is elected, the Lead Director,\nif one is elected, the Chief Executive Officer, the President or the Treasurer or any other officer, employee or agent of the Corporation\nas the Board of Directors or the executive committee of the Board may authorize.\n\nSECTION 4. Voting of Securities. Unless the\nBoard of Directors otherwise provides, the Chairperson of the Board, if one is elected, the Lead Director, if one is elected, the Chief\nExecutive Officer, the President or the Treasurer may waive notice of and act on behalf of the Corporation (including with regard to voting\nand actions by written consent), or appoint another person or persons to act as proxy or attorney in fact for the Corporation with or\nwithout discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization,\nany of whose securities are held by the Corporation.\n\nSECTION 5. Resident Agent. The Board of Directors\nmay appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.\n\nSECTION 6. Corporate Records. The original or\nattested copies of the Certificate, Bylaws and records of all meetings of the incorporators, stockholders and the Board of Directors and\nthe stock transfer books, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each,\nmay be kept outside the State of Delaware and shall be kept at the principal office of the Corporation, at an office of its counsel, at\nan office of its transfer agent or at such other place or places as may be designated from time to time by the Board of Directors.\n\nSECTION 7. Certificate. All references in these\nBylaws to the Certificate shall be deemed to refer to the Amended and Restated Certificate of Incorporation of the Corporation, as amended\nand/or restated and in effect from time to time.\n\nSECTION 8. Exclusive Jurisdiction. Unless the\nCorporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the\nsole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any\naction asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation\nor the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General\nCorporation Law or the Certificate or Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of the Certificate\nor Bylaws, or (v) any action asserting a claim against the Corporation governed by the internal affairs doctrine (the “Delaware\nForum Provision”). The Delaware Forum Provision shall not apply to any claims arising under the Exchange Act or the Securities Act\nof 1933, as amended (the “Securities Act”). In addition, unless the Corporation consents in writing to the selection of an\nalternative forum, the United States District Courts for the District of Delaware and District of Massachusetts shall be the sole and\nexclusive forums for resolving any action asserting a claim arising under the Securities Act. Any person or entity purchasing or otherwise\nacquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions\nof this Section 8.\n\nSECTION 9. Amendment of Bylaws.\n\n(a) Amendment by Directors. Except as provided\notherwise by law, these Bylaws may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the directors\nthen in office.\n\n(b) Amendment by Stockholders. Except as otherwise\nrequired by these Bylaws or by law, these Bylaws may be amended or repealed at any Annual Meeting, or special meeting of stockholders\ncalled for such purpose in accordance with these Bylaws, by the affirmative vote of not less than two thirds (2/3) of the outstanding\nshares entitled to vote on such amendment or repeal, voting together as a single class. Notwithstanding the foregoing, stockholder approval\nshall not be required unless mandated by the Certificate, these Bylaws, or other applicable law.\n\nSECTION 10. Notices. If mailed, notice to stockholders\nshall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as\nit appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given to stockholders, any\nnotice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.\n\nSECTION 11. Waivers. A written waiver of any\nnotice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time\nof the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the\nbusiness to be transacted at, nor the purpose of, any meeting need be specified in such a waiver.\n\nAdopted on June 22, 2026."}