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I
AMENDED AND RESTATED
BYLAWS
OF
BLOCK, INC.
Incorporated under the Laws of the State of Delaware
These Amended and Restated Bylaws (as amended, the Bylaws) of Block, Inc., a Delaware corporation
(the Corporation), are effective as of XXXX XXXX XXXX  and hereby amend and restate the previous
bylaws of the Corporation which are hereby deleted in their entirety and replaced with the following:
ARTICLE I
OFFICES AND RECORDS
SECTION 1.1. Delaware Office. The registered office of the Corporation shall be at the address specified
in the Corporations certificate of incorporation, as the same may be amended from time to time.
SECTION 1.2. Other Offices. The Corporation may have such other offices, either inside or outside the
State of Delaware, as the Corporation may from time to time designate.
SECTION 1.3. Books and Records. The books and records of the Corporation may be kept inside or
outside the State of Delaware at such place or places as may from time to time be designated by the Board
of Directors of the Corporation (the Board of Directors).
ARTICLE II
STOCKHOLDERS
SECTION 2.1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held
on such date and at such place, if any, and time as may be fixed by resolution of the Board of Directors.
SECTION 2.2. Special Meeting. Subject to the rights of the holders of any series of stock having a
preference over the Common Stock of the Corporation as to dividends, voting or upon liquidation (the
Preferred Stock) with respect to such series of Preferred Stock, special meetings of the stockholders
may be called only by or at the direction of (i) an officer of the corporation pursuant to a resolution
adopted by the Board of Directors, (ii) the Chairperson of the Board of Directors (Chairperson of the
Board), (iii) the officer elected or designated as principal executive officer by the Board of Directors (the
Principal Executive Officer), (iv) the Chief Executive Officer, or (v) the President of the Corporation.
The record date for determining the record stockholders entitled to notice of the special meeting and
entitled to vote at a special meeting shall be fixed in accordance with Section 213 (or its successor
provision) of the General Corporation Law of the State of Delaware or any successor legislation
(DGCL).
SECTION 2.3. Place of Meeting. The Board of Directors or the Chairperson of the Board, as the case may
be, may designate the place of meeting for any annual or special meeting of the stockholders or may
designate that the meeting be held by means of remote communication. If no designation is so made, the
place of meeting shall be the principal office of the Corporation.
SECTION 2.4. Notice of Meeting. Whenever stockholders are required or permitted to take any action at
a meeting, a notice of the meeting shall be given in accordance with Section 232 of the DGCL, and such
notice shall state the place, if any, date and hour of the meeting, the means of remote communications, if
any, by which stockholders and proxy holders may be deemed to be present in person and vote at such
meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is
different from the record date for 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. Except as otherwise
provided in the XXXX, the Corporations Certificate of Incorporation (as amended and restated, the
Certificate of Incorporation) or these Bylaws, the notice of any meeting of stockholders shall be given
not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled
to notice of the meeting. Such further notice shall be given as may be required by applicable law. Notice
may be waived in accordance with the DGCL and Section 7.4 of these Bylaws. Any previously scheduled
annual meeting of the stockholders may be postponed, canceled, recessed or rescheduled and (unless the
Certificate of Incorporation otherwise provides) any special meeting of the stockholders may be
postponed, canceled, recessed or rescheduled by resolution of the Board of Directors, before or after the
notice for such meeting has been given to the stockholders.
SECTION 2.5. Quorum and Adjournment. Except as otherwise provided by law, these Bylaws, or by the
Certificate of Incorporation, the holders of a majority of the voting power of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of
stockholders, except that when specified business is to be voted on by a class or series of stock voting as a
class, the holders of a majority of the voting power of the outstanding shares of such class or series shall
constitute a quorum of such class or series for the transaction of such business. The Chairperson of the
Board, the Principal Executive Officer, the Chief Executive Officer, or the President of the Corporation,
or in the absence or inability to act of the Chairperson of the Board, the Principal Executive Officer, the
Chief Executive Officer and the President, the presiding officer of the meeting, may adjourn the meeting
from time to time, whether or not there is a quorum. No notice of the time and place, if any, of adjourned
meetings (including meetings adjourned to address a technical failure to convene or continue a meeting
using remote communication) need be given except as required by applicable law. The stockholders
present at a duly called meeting at which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
SECTION 2.6. Organization. Meetings of stockholders shall be presided over by such person as the Board
of Directors may designate as chairperson of the meeting, or in the absence of such a person, the
Chairperson of the Board, or if none or in the Chairperson of the Boards absence or inability to act, the
Principal Executive Officer, the Chief Executive Officer or the President, or if none or in their absence or
inability to act, the director appointed as Lead Independent Director from time to time by the Board of
Directors (the Lead Independent Director), or if none or in the Lead Independent Directors absence or
inability to act, a Vice President, or, if none of the foregoing is present or able to act, by a chairperson to
be chosen by the holders of a majority of the voting power of the outstanding shares of the Corporation
entitled to vote generally in the election of directors, represented in person or by proxy at the meeting of
stockholders. The Secretary, or in the Secretarys absence, an Assistant Secretary, shall act as secretary of
every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of
the meeting shall appoint any person present to act as secretary of the meeting. The Board of Directors
shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall
deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of
Directors, if any, the presiding officer of the meeting 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 presiding officer, are
necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation,
establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at
the meeting and the safety of those present, limitations on participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies and such other persons as the
presiding officer shall permit, restrictions on entry to the meeting after the time fixed for the
commencement thereof, limitations on the time allotted to questions or comments by participants and
regulation of the opening and closing of the polls for balloting and matters that are to be voted on by
ballot.
SECTION 2.7. Proxies. At all meetings of stockholders, a stockholder, or such stockholders authorized
officer, director, employee or agent, may authorize another person or persons to act for such stockholder
as proxy in such manner prescribed by the XXXX.
SECTION 2.8. Order of Business.
(A) Annual Meetings of Stockholders. At any annual meeting of the stockholders, only such nominations
of individuals for election to the Board of Directors shall be made, and only such other business shall be
conducted or considered, as shall have been properly brought before the meeting. For nominations to be
properly made at an annual meeting, and proposals of other business to be properly brought before an
annual meeting, nominations and proposals of other business must be: (a) specified in the Corporations
notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly made at the annual meeting, by or at the direction of the Board of Directors or (c)
otherwise properly requested to be brought before the annual meeting by a stockholder of the Corporation
in accordance with these Bylaws. For nominations of individuals for election to the Board of Directors or
proposals of other business to be properly requested by a stockholder to be made at an annual meeting,
such stockholder must (i) be a stockholder of record at the time of giving of notice of such annual meeting
by or at the direction of the Board of Directors and at the time of the annual meeting, (ii) be entitled to
vote at such annual meeting and (iii) comply with the procedures set forth in Section 2.9(A) of these
Bylaws as to such business or nomination. The immediately preceding sentence shall be the exclusive
means for a stockholder to make nominations or other business proposals (other than matters properly
brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (Exchange Act) and
included in the Corporations notice of meeting) before an annual meeting of stockholders.
(B) Special Meetings of Stockholders. At any special meeting of the stockholders, only such business
shall be conducted or considered as shall have been properly brought before the meeting pursuant to the
Corporations notice of meeting. To be properly brought before a special meeting, proposals of business
must be (a) specified in the Corporations notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors and (b) otherwise properly brought before the special meeting, by or at
the direction of the Board of Directors, provided, however, that nothing herein shall prohibit the Board of
Directors from submitting additional matters to stockholders at any such special meeting.
Nominations of individuals for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporations notice of meeting (a) by or
at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the Corporation who (i) is a stockholder
of record at the time of giving of notice of such special meeting and at the time of the special meeting, (ii)
is entitled to vote at the meeting and (iii) complies with the procedures set forth in Section 2.9(B) of these
Bylaws as to such nomination. The immediately preceding sentence shall be the exclusive means for a
stockholder to make nominations before a special meeting of stockholders.
(C) General. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the
presiding officer of any annual or special meeting shall have the power to determine whether a
nomination or any other business proposed to be brought before the meeting was made or proposed, as the
case may be, in accordance with these Bylaws and, if any proposed nomination or other business is not in
compliance with these Bylaws, to declare that no action shall be taken on such nomination or other
business and such nomination or other business shall be disregarded.
SECTION 2.9. Advance Notice of Stockholder Business and Nominations.
(A) Annual Meeting of Stockholders. Without qualification or limitation, subject to Section 2.9(C)(4) of
these Bylaws, for any nominations or any other business to be properly brought before an annual meeting
by a stockholder pursuant to Section 2.8(A) of these Bylaws, the stockholder must have given timely
notice thereof (including, in the case of nominations, the completed and signed questionnaire,
representation and agreement required by Section 2.10 of these Bylaws), and timely updates and
supplements thereof, in each case in proper form, in writing to the Secretary, and such other business must
otherwise be a proper matter for stockholder action.
To be timely, a stockholders notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the close of business on the 120th day and not later than the close of
business on the 90th day prior to the first anniversary of the preceding years annual meeting; provided,
however, that in the event that the date of the annual meeting is more than 30 days before or more than 60
days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close
of business on the 120th day prior to the date of such annual meeting and not later than the close of
business on the later of the 90th day prior to the date of such annual meeting or, if the first public
announcement of the date of such annual meeting is less than 100 days prior to the date of such annual
meeting, the 10th day following the day on which public announcement of the date of such meeting is
first made by the Corporation. In no event shall any adjournment, postponement, recess or rescheduling of
an annual meeting, or the public announcement thereof, commence a new time period for the giving of a
stockholders notice as described above.
Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the
number of directors to be elected to the Board of Directors is increased by the Board of Directors, and
there is no public announcement by the Corporation naming all of the nominees for director or specifying
the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding
years annual meeting, a stockholders notice required by this Section 2.9(A) shall also be considered
timely, but only with respect to nominees for any new positions created by such increase, if it shall be
delivered to 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.
In addition, to be considered timely, a stockholders notice shall further be updated and supplemented, if
necessary, so that the information provided or required to be provided in such notice shall be true and
correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the
meeting or any adjournment, postponement, recess or rescheduling thereof, and such update and
supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not
later than five (5) business days after the record date for the meeting in the case of the update and
supplement required to be made as of the record date, and not later than eight (8) business days prior to
the date for the meeting or any adjournment, postponement, recess or rescheduling thereof in the case of
the update and supplement required to be made as of ten (10) business days prior to the meeting or any
adjournment, postponement, recess or rescheduling thereof. No later than five (5) business days prior to
the annual meeting or any adjournment, postponement, recess or rescheduling thereof, a stockholder
nominating individuals for election as a director will provide the Corporation with reasonable evidence
that such stockholder has met the requirements of Rule 14a-19 under the Exchange Act. The failure to
timely provide such update, supplement, evidence or additional information shall result in the nomination
or proposal no longer being eligible for consideration at the annual meeting. If the stockholder fails to
comply with the requirements of Rule 14a-19 (including because the stockholder fails to provide the
Corporation with all information required by Rule 14a-19), then the director nominees proposed by such
stockholder shall be ineligible for election at the annual meeting. For the avoidance of doubt, the
obligation to update and supplement, or provide additional information or evidence, as set forth in this
paragraph or any other Section of these Bylaws shall not limit the Corporations 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 or under any other
provision of these Bylaws to amend or update any proposal or nomination or to submit any new proposal
or nomination, including by changing or adding nominees, matters, business and or resolutions proposed
to be brought before a meeting of the stockholders.
(B) Special Meetings of Stockholders.
Subject to Section 2.9(C)(4) of these Bylaws, in the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of Directors, any stockholder
may nominate an individual or individuals (as the case may be) for election to such position(s) as
specified in the Corporations notice of meeting, provided that the stockholder gives timely notice thereof
(including the completed and signed questionnaire, representation and agreement required by Section 2.10
of these Bylaws), and timely updates and supplements thereof in each case in proper form, in writing, to
the Secretary.
To be timely, a stockholders notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the close of business on the 120th day prior to the date of such special
meeting and not later than the close of business on the later of the 90th day prior to the date of such
special meeting or, if the first public announcement of the date of such special meeting is less than 100
days prior to the date of such special meeting, the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the nominees proposed by the Board
of Directors to be elected at such meeting. In no event shall any adjournment, postponement, recess,
cancellation or rescheduling of a special meeting of stockholders, or the public announcement thereof,
commence a new time period for the giving of a stockholders notice as described above.
In addition, to be considered timely, a stockholders notice shall further be updated and supplemented, if
necessary, so that the information provided or required to be provided in such notice shall be true and
correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the
meeting or any adjournment, postponement, recess or rescheduling thereof, and such update and
supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not
later than five (5) business days after the record date for the meeting in the case of the update and
supplement required to be made as of the record date, and not later than eight (8) business days prior to
the date for the meeting, and any adjournment, postponement, recess or rescheduling thereof, in the case
of the update and supplement required to be made as of ten (10) business days prior to the meeting or any
adjournment, postponement, recess or rescheduling thereof, as applicable. No later than five (5) business
days prior to the special meeting or any adjournment, postponement, recess or rescheduling thereof, a
stockholder nominating individuals for election as a director will provide the Corporation with reasonable
evidence that such stockholder has met the requirements of Rule 14a-19 under the Exchange Act. The
failure to timely provide such update, supplement, evidence or additional information shall result in the
nomination no longer being eligible for consideration at the meeting. If the stockholder fails to comply
with the requirements of Rule 14a-19 (including because the stockholder fails to provide the Corporation
with all information required by Rule 14a-19), then the director nominees proposed by such stockholder
shall be ineligible for election at the meeting.
(C) Disclosure Requirements.
(1) To be in proper form, a stockholders notice to the Secretary pursuant to Section 2.9(A) or
Section 2.9(B) of these Bylaws, as applicable, must include the following, as applicable.
(a) As to the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal, as applicable, is made, a stockholders notice must set forth: (i) the
name and address of such stockholder, as they appear on the Corporations books, of such beneficial
owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (ii) (A)
the class or series and number of shares of the Corporation which are, directly or indirectly, owned
beneficially and of record by such stockholder, such beneficial owner and their respective affiliates or
associates or others acting in concert therewith, (B) any 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 of record, the
beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, 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 (any of the foregoing, a Derivative Instrument)
directly or indirectly owned beneficially by such stockholder, the beneficial owner, if any, or any affiliates
or associates or others acting in concert therewith, (C) any proxy, contract, arrangement, understanding, or
relationship pursuant to which such stockholder, such beneficial owner and their respective affiliates or
associates or others acting in concert therewith have any right to vote any class or series of shares of the
Corporation, (D) any agreement, arrangement, understanding, relationship or otherwise, including any
repurchase or similar so-called stock borrowing agreement or arrangement, involving such stockholder,
such beneficial owner and their respective affiliates or associates or others acting in concert therewith,
directly or indirectly, 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, such beneficial
owner and their respective affiliates or associates or others acting in concert therewith with respect to any
class or series of the shares 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 of the Corporation (any of the foregoing, a Short Interest), (E) any rights to dividends on the
shares of the Corporation owned beneficially by such stockholder, such beneficial owner and their
respective affiliates or associates or others acting in concert therewith that are separated or separable from
the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or
Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such
stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert
therewith is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of
such general or limited partnership, (G) any performance-related fees (other than an asset-based fee) that
such stockholder, such beneficial owner and their respective affiliates or associates or others acting in
concert therewith are entitled to based on any increase or decrease in the value of shares of the
Corporation or Derivative Instruments, if any, including without limitation any such interests held by
members of the immediate family sharing the same household of such stockholder, such beneficial owner
and their respective affiliates or associates or others acting in concert therewith, (H) any significant equity
interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation
held by such stockholder, such beneficial owner and their respective affiliates or associates or others
acting in concert therewith and (I) any direct or indirect interest of such stockholder, such beneficial
owner and their respective affiliates or associates or others acting in concert therewith in any contract
with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation
(including, in any such case, any employment agreement, collective bargaining agreement or consulting
agreement), (iii) 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 such stockholder, such
beneficial owner and their respective affiliates or associates or others acting in concert therewith, if any,
(iv) a representation and undertaking as to whether such stockholder, such beneficial owner or their
respective affiliates or associates or others acting in concert with them intends, or is part of a group that
intends, to (x) deliver a proxy statement or form of proxy to holders of at least the percentage of the
voting power of the Companys then-outstanding stock required to approve or adopt the proposal or to
elect each such nominee (which representation and undertaking must include a statement as to whether
such stockholder, such beneficial owner or their respective affiliates or associates or others acting in
concert with them intends to solicit the requisite percentage of the voting power of the Companys stock
under Rule 14a-19 of the 1934 Act); or (y) otherwise solicit proxies from stockholders in support of such
proposal or nomination; and (v) any other information relating to such stockholder, such beneficial owner
and their respective affiliates or associates or others acting in concert therewith, if any, that would be
required to be disclosed in a proxy statement and form of proxy or other filings required to be made in
connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors
in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder;
(b) If the notice relates to any business other than a nomination of a director or directors
that the stockholder proposes to bring before the meeting, a stockholders notice must, in addition to the
matters set forth in paragraph (a) above, also set forth: (i) a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the meeting and any material
interest of such stockholder, such beneficial owner and each of their respective affiliates or associates or
others acting in concert therewith, if any, in such business, (ii) the text of the proposal or business
(including the text of any resolutions proposed for consideration and, in the event that such proposal or
business includes a proposal to amend the bylaws of the Corporation, the text of the proposed
amendment), and (iii) a description of all agreements, arrangements and understandings between such
stockholder, such beneficial owner and any of their respective affiliates or associates or others acting in
concert therewith, if any, and any other person or persons (including their names) in connection with the
proposal of such business by such stockholder;
(c) As to each individual, if any, whom the stockholder proposes to nominate for election
or reelection to the Board of Directors, a stockholders notice must, in addition to the matters set forth in
paragraph (a) above, also set forth: (i) all information relating to such individual that would be required to
be disclosed in a proxy statement or other filings required to be made in connection with solicitations of
proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and
the rules and regulations promulgated thereunder (including such individuals written consent to being
named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of
all direct and indirect compensation and other material monetary agreements, arrangements and
understandings during the past three years, and any other material relationships, between or among such
stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in
concert therewith, on the one hand, and each proposed nominee, and their respective affiliates and
associates, or others acting in concert therewith, on the other hand, including, without limitation all
information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation
XXXX if the stockholder making the nomination and any beneficial owner on whose behalf the nomination
is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the
registrant for p