EX-4.2





 Exhibit 4.2 
  

 
  

AMENDED AND RESTATED BYLAWS 

OF 
 SOLO BRANDS, INC.

 Dated as of October 27, 2021 
  

 
  

  
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 CONTENTS 
  

							
		  		  	 	Page	 
	 Article I. Meetings of Stockholders
	  	 	1	 
			
	 Section 1.01
	  	Place of Meetings	  	 	1	 
	 Section 1.02
	  	Annual Meetings	  	 	1	 
	 Section 1.03
	  	Special Meetings	  	 	1	 
	 Section 1.04
	  	Notice of Meetings	  	 	1	 
	 Section 1.05
	  	Adjournments	  	 	2	 
	 Section 1.06
	  	Quorum	  	 	2	 
	 Section 1.07
	  	Organization	  	 	2	 
	 Section 1.08
	  	Voting; Proxies	  	 	3	 
	 Section 1.09
	  	Fixing Date for Determination of Stockholders of Record	  	 	3	 
	 Section 1.10
	  	List of Stockholders Entitled to Vote	  	 	4	 
	 Section 1.11
	  	Action by Written Consent of Stockholders	  	 	5	 
	 Section 1.12
	  	Inspectors of Election	  	 	5	 
	 Section 1.13
	  	Conduct of Meetings	  	 	5	 
	 Section 1.14
	  	Advance Notice Procedures for Business Brought before a Meeting	  	 	6	 
	 Section 1.15
	  	Advance Notice Procedures for Nominations of Directors	  	 	10	 
		
	 Article II. Board of Directors
	  	 	14	 
			
	 Section 2.01
	  	Number; Tenure; Qualifications	  	 	14	 
	 Section 2.02
	  	Election; Resignation; Removal; Vacancies	  	 	14	 
	 Section 2.03
	  	Regular Meetings	  	 	14	 
	 Section 2.04
	  	Special Meetings	  	 	14	 
	 Section 2.05
	  	Telephonic Meetings Permitted	  	 	14	 
	 Section 2.06
	  	Quorum; Vote Required for Action	  	 	15	 
	 Section 2.07
	  	Organization	  	 	15	 
	 Section 2.08
	  	Action by Unanimous Consent of Directors	  	 	15	 
	 Section 2.09
	  	Compensation of Directors	  	 	15	 
	 Section 2.10
	  	Chairperson	  	 	15	 
		
	 Article III. Committees
	  	 	16	 
			
	 Section 3.01
	  	Committees	  	 	16	 
	 Section 3.02
	  	Committee Minutes	  	 	16	 
	 Section 3.03
	  	Committee Rules	  	 	16	 
		
	 Article IV. Officers
	  	 	16	 
			
	 Section 4.01
	  	Officers	  	 	16	 
	 Section 4.02
	  	Appointment of Officers	  	 	16	 
	 Section 4.03
	  	Subordinate Officer	  	 	17	 
	 Section 4.04
	  	Removal and Resignation of Officers	  	 	17	 














							
	 Section 4.05
	  	Vacancies in Offices	  	 	17	 
	 Section 4.06
	  	Chief Executive Officer	  	 	17	 
	 Section 4.07
	  	President	  	 	17	 
	 Section 4.08
	  	Secretary	  	 	17	 
	 Section 4.09
	  	Chief Financial Officer	  	 	18	 
	 Section 4.10
	  	Representation of Shares of Other Entities	  	 	18	 
	 Section 4.11
	  	Authority and Duties of Officers	  	 	18	 
	 Section 4.12
	  	Compensation	  	 	18	 
		
	 Article V. Stock
	  	 	19	 
			
	 Section 5.01
	  	Certificates	  	 	19	 
	 Section 5.02
	  	Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates	  	 	19	 
		
	 Article VI. Indemnification and Advancement of Expenses
	  	 	19	 
			
	 Section 6.01
	  	Right to Indemnification	  	 	19	 
	 Section 6.02
	  	Indemnification of Others	  	 	20	 
	 Section 6.03
	  	Advancement of Expenses	  	 	20	 
	 Section 6.04
	  	Claims	  	 	20	 
	 Section 6.05
	  	Non-exclusivity of Rights	  	 	20	 
	 Section 6.06
	  	Insurance	  	 	20	 
	 Section 6.07
	  	Other Sources	  	 	21	 
	 Section 6.08
	  	Continuation of Indemnification	  	 	21	 
	 Section 6.09
	  	Amendment or Repeal	  	 	21	 
	 Section 6.10
	  	Other Indemnification and Advancement of Expenses	  	 	21	 
		
	 Article VII. Miscellaneous
	  	 	21	 
			
	 Section 7.01
	  	Fiscal Year	  	 	21	 
	 Section 7.02
	  	Execution of Corporate Contracts and Instruments	  	 	21	 
	 Section 7.03
	  	Dividends	  	 	22	 
	 Section 7.04
	  	Registered Stockholders	  	 	22	 
	 Section 7.05
	  	Corporate Seal	  	 	22	 
	 Section 7.06
	  	Construction; Definitions	  	 	22	 
	 Section 7.07
	  	Manner of Notice	  	 	22	 
	 Section 7.08
	  	Waiver of Notice of Meetings of Stockholders, Directors and Committees	  	 	23	 
	 Section 7.09
	  	Form of Records	  	 	23	 
	 Section 7.10
	  	Amendment of Bylaws	  	 	23	 

  

  
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 ARTICLE I. 

MEETINGS OF STOCKHOLDERS 

Section 1.01 Place of Meetings. Meetings of stockholders of Solo Brands, Inc., a Delaware corporation (the
“Corporation”; and such stockholders, the “Stockholders”), may be held at any place, within or without the State of Delaware, as may be designated by or in the manner determined by the board of
directors of the Corporation (the “Board of Directors”). In the absence of such designation, meetings of Stockholders shall be held at the principal executive office of the Corporation. The Board of Directors may, in its sole
discretion, determine that a meeting of Stockholders shall not be held at any place, but may instead be held solely by means of remote communication authorized by and in accordance with Section 211(a) of the General Corporation Law of the State
of Delaware (the “DGCL”). 
 Section 1.02 Annual Meetings. The annual meeting of Stockholders shall be
held for the election of directors at such date and time as may be designated by or in the manner determined by resolution of the Board of Directors from time to time. Any other business as may be properly brought before the annual meeting may be
transacted at the annual meeting. The Board of Directors may postpone, reschedule or cancel any annual meeting of Stockholders previously scheduled by the Board of Directors. 

Section 1.03 Special Meetings. Special meetings of Stockholders for any purpose or purposes may be called only by the chairperson
of the Board of Directors (the “Chairperson”), pursuant to a resolution adopted by a majority of the Whole Board of Directors or by the Secretary upon the written request of the Stockholders holding a majority of the voting
power of the Corporation. For purposes of these Bylaws, the term “Whole Board of Directors” shall mean the total number of authorized directors whether or not there exist any vacancies. Special meetings validly called in
accordance with this Section 1.03 of these bylaws (as the same may be amended, restated, amended and restated or otherwise modified from time to time, these “Bylaws”) may be held at such date and
time as specified in the applicable notice. Notice of every special meeting shall state the purpose or purposes of the meeting, and the business transacted at any special meeting of Stockholders shall be limited to the purpose or purposes stated in
the notice. The Board of Directors may postpone, reschedule or cancel any special meeting of Stockholders previously scheduled by the Chairperson or Board of Directors; provided, however, that with respect to any special meeting of
stockholders previously scheduled by the Board of Directors at the request of the stockholders in accordance with this Section 1.03, the Board of Directors shall not postpone, reschedule or cancel such special meeting
without the prior written consent of such stockholders. 
 Section 1.04 Notice of Meetings. Whenever Stockholders are required
or permitted to take any action at a meeting, a notice of the meeting shall be given that 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 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. Unless otherwise required by law, the Certificate of Incorporation of the Corporation (as the same may be amended, restated, amended and restated or otherwise modified
from time to time, the “Certificate of Incorporation”) or these Bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty 












 
(60) days before the date of the meeting to each Stockholder entitled to vote at the meeting as of the record date for determining the Stockholders entitled to notice of the meeting. If mailed,
such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Stockholder at such Stockholder’s address as it appears on the records of the Corporation. 

Section 1.05 Adjournments. Any meeting of Stockholders, annual or special, may be adjourned from time to time by the chairperson
of the meeting (or by the Stockholders in accordance with Section 1.06) to reconvene at the same or some other place, if any, and the same or some other time, and notice need not be given of any such adjourned meeting if
the time and place, if any, thereof, and the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be
given to each Stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of Stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date
for determining Stockholders entitled to notice of such adjourned meeting in accordance with Section 1.09(a) of these Bylaws, and shall give notice of the adjourned meeting to each Stockholder of record entitled to vote at
such adjourned meeting as of the record date fixed for notice of such adjourned meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Stockholder at such
Stockholder’s address as it appears on the records of the Corporation. 
 Section 1.06 Quorum. At any meeting of the
Stockholders, the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation (“Stock”) entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for
all purposes, unless or except to the extent that the presence of a larger number may be required by law, the rules of any stock exchange upon which the Corporation’s securities are listed, the Certificate of Incorporation or these Bylaws. In
the absence of a quorum, then either (i) the chairperson of the meeting or (ii) if the Board of Directors so determines, the Stockholders by the affirmative vote of a majority of the voting power of the outstanding shares of capital Stock
entitled to vote thereon, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time in the manner provided in Section 1.05 of these Bylaws until a quorum is present or
represented. Where a separate vote by a class or classes or series of Stock is required by law or the Certificate of Incorporation, the holders of a majority of voting power of the shares of such class or classes or series of Stock issued and
outstanding and entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by
the withdrawal of enough votes to leave less than a quorum. 
 Section 1.07 Organization. Meetings of Stockholders shall be
presided over by the Chairperson or by such other officer or director of the Corporation as designated by the Board of Directors or the Chairperson, or in the absence of such person or designation, by a chairperson chosen at the meeting by the
affirmative vote of the holders of a majority of the voting power of Stock present or represented at the meeting and entitled to vote at the meeting (provided there is a quorum). The Secretary shall act as secretary of the meeting, but in his
or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. 

  
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 Section 1.08 Voting; Proxies. Each Stockholder entitled to vote at any meeting
of Stockholders shall be entitled to the number of votes, if any, for each share of Stock held of record by such Stockholder which has voting power upon the matter in question that is set forth in the Certificate of Incorporation or, if such voting
power is not set forth in the Certificate of Incorporation, one vote per share. Each Stockholder entitled to vote at a meeting of Stockholders or express consent to corporate action in writing without a meeting (if permitted by the Certificate of
Incorporation) may authorize another person or persons to act for such Stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy may be
authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is
coupled with an interest sufficient in law to support an irrevocable power. A Stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person (or by means remote communication, if applicable) or by delivering
to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of Stockholders need not be by written ballot. Unless otherwise provided in the Certificate of Incorporation, at all meetings of Stockholders for the
election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect directors. No holder of shares of Stock shall have the right to cumulate votes. All other elections and questions presented to the
Stockholders at a meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority of votes cast (excluding abstentions and broker non-votes) on such matter, unless a
different or minimum vote is required by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or
its securities in which case such different or minimum vote shall be the applicable vote on the matter. 
 Section 1.09 Fixing Date
for Determination of Stockholders of Record. 
 (a) In order that the Corporation may determine the Stockholders entitled to notice of
any meeting of Stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which
record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for
determining the Stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If
no record date is fixed by the Board of Directors, the record date for determining Stockholders entitled to notice of and to vote at a meeting of Stockholders shall be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Stockholders of record entitled to notice of or to vote at a meeting of Stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Stockholders entitled to vote at the 

  
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adjourned meeting, and in such case shall also fix as the record date for Stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of
Stockholders entitled to vote in accordance with the foregoing provisions of Section 1.09(a) at the adjourned meeting. 

(b) In order that the Corporation may determine the Stockholders entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining Stockholders for any such
purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. 
 (c) Unless
otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the Stockholders entitled to consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by
the Board of Directors. If no record date for determining Stockholders entitled to consent to corporate action without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law or the
Certificate of Incorporation, the record date for such purpose shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law and,
(ii) if prior action by the Board of Directors is required by law or the Certificate of Incorporation, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking
such prior action. 
 Section 1.10 List of Stockholders Entitled to Vote. The Corporation shall prepare, at least ten
(10) days before every meeting of Stockholders, a complete list of the Stockholders entitled to vote at the meeting (provided, however, if the record date for determining the Stockholders entitled to vote is less than ten
(10) days before the date of the meeting, the list shall reflect the Stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address of each Stockholder and the number
of shares registered in the name of each Stockholder as of the record date (or such other date). Such list shall be open to the examination of any Stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting
(a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (b) during ordinary business hours at the principal place of
business of the Corporation. If the meeting is to be held at a place, then a list of Stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by
any Stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any Stockholder during the whole time of the meeting on a reasonably accessible electronic
network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the “stock ledger” shall be the only evidence as to who are the


  
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Stockholders entitled to examine the list of Stockholders required by this Section 1.10 or to vote in person or by proxy at any meeting of Stockholders. For purposes of
these Bylaws, the term “stock ledger” means one or more records administered by or on behalf of the Corporation in which the names of all of the Corporation’s Stockholders of record, the address and number of shares registered in the
name of each such Stockholder, and all issuances and transfers of stock of the Corporation are recorded. 
 Section 1.11 Action by
Written Consent of Stockholders. Any action required or permitted to be taken at any annual or special meeting of Stockholders may be taken without a meeting, without prior notice and without a vote, only to the extent permitted by Article VIII
of the Certificate of Incorporation. 
 Section 1.12 Inspectors of Election. The Corporation may, and shall if required by law,
in advance of any meeting of Stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one
or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of Stockholders, the person presiding at the meeting may, and to the extent
required by law, shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality
and according to the best of his or her ability. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspector or inspectors so appointed or designated shall (a) ascertain the
number of shares of Stock outstanding and the voting power of each such share, (b) determine the shares of Stock represented at the meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and
retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares of Stock represented at the meeting and such inspectors’
count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of Stockholders, the inspectors may
consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election. 

Section 1.13 Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the
Stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting designated in accordance with Section 1.07 of these Bylaws. After the polls close, no ballots, proxies or votes
or any revocations or changes thereto may be accepted. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of Stockholders as it shall deem appropriate. Except to the extent inconsistent with such
rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of Stockholders shall have the right and authority to convene and (for any or no reason) to recess or adjourn the meeting, to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by
the presiding person of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; 

  
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(b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to Stockholders entitled to
vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and
(e) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of Stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if
the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter
or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of Stockholders shall not be required to be
held in accordance with the rules of parliamentary procedure. 
 Section 1.14 Advance Notice Procedures for Business Brought before
a Meeting. This Section 1.14 shall apply to any business that may be brought before an annual meeting of Stockholders other than (i) nominations for election to the Board of Directors at such a meeting, which shall
be governed by Section 1.15 of these Bylaws or (ii) business brought by Summit at any time prior to the date when Summit and its affiliates cease to beneficially own in the aggregate (directly or indirectly) at least
10% of the voting power of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors (the “Advance Notice Trigger Date”)). Stockholders seeking to nominate
Persons for election to the Board of Directors must comply with Section 1.15 of these Bylaws, and this Section 1.14 shall not be applicable to nominations for election to the Board of Directors
except as expressly provided in Section 1.15 of these Bylaws. 
 (a) At an annual meeting of the Stockholders,
only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in a notice of meeting given by or at the direction of the Board of
Directors, or a duly authorized committee thereof, (ii) if not specified in a notice of meeting, otherwise brought before the meeting by the Board of Directors or the chairperson of the meeting, or (iii) otherwise properly brought before
the meeting by a Stockholder present in person who (A) (1) was a Stockholder of record of the Corporation both at the time of giving the notice provided for in this Section 1.14 and at the time of the meeting,
(2) is entitled to vote at the meeting and (3) has complied with this Section 1.14 or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”), which proposal has been included in the proxy statement for the
annual meeting. The foregoing clause (iii) shall be the exclusive means for a Stockholder to propose business to be brought before an annual meeting of the Stockholders. The only matters that may be brought before a special
meeting are the matters specified in the Corporation’s notice of meeting given by or at the direction of the Person calling the meeting pursuant to the Certificate of Incorporation and Section 1.03 of these Bylaws. For
purposes of these Bylaws, “Person” shall mean any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated
association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor (by merger or 

  
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otherwise) of such entity. For purposes of this Section 1.14 and Section 1.15 of these Bylaws, “present in person”
shall mean that the Stockholder proposing that the business be brought before the meeting or a qualified representative of such proposing Stockholder, appear in person at such annual meeting, and a “qualified representative”
of such proposing Stockholder shall be, a duly authorized officer, manager or partner of such Stockholder or any other person authorized by a writing executed by such Stockholder or an electronic transmission delivered by such Stockholder to act for
such Stockholder as proxy at the meeting of the Stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of the Stockholders. 

(b) Without qualification, for business to be properly brought before an annual meeting by a Stockholder, the business must constitute a
proper matter for Stockholder action and the Stockholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation (other than such a notice by Summit prior to the Advance Notice
Trigger Date, which may be delivered at any time prior to the mailing of the definitive proxy statement pursuant to Section 14(a) of the Exchange Act related to the next annual meeting of stockholders) and (ii) provide any updates or
supplements to such notice at the times and in the forms required by this Section 1.14. To be timely, a Stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the
Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting (which, in the case of the first
annual meeting of stockholders following the closing the Corporation’s initial underwritten public offering of common stock, the preceding year’s annual meeting date shall be deemed to be May 15, 2021); provided,
however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the Stockholder to be timely must be so delivered, or mailed and received,
not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public
disclosure of the date of such annual meeting was first made (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence
a new time period (or extend any time period) for the giving of Timely Notice as described above. 
 (c) To be in proper form for purposes
of this Section 1.14, a Stockholder’s notice to the Secretary shall set forth: 
 (i) As to
each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records); and (B) the number of shares of each class or
series of Stock of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such
Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of Stock of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future (the disclosures
to be made pursuant to the foregoing clauses (A) and (B) are referred to as “Stockholder Information”); 

  
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 (ii) As to each Proposing Person, (A) the full notional amount of any
securities that, directly or indirectly, underlie any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position”
(as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”) and that is, directly or indirectly, held or maintained by such Proposing Person with
respect to any shares of any class or series of Stock of the Corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall
also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming
determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that
such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule
13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Proposing Person as a hedge with respect to a bona fide
derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer, (B) any rights to dividends on the shares of any class or series of Stock of the Corporation
owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (C) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant
involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (D) any other material relationship between such Proposing Person, on the one hand, and the Corporation or any affiliate of the Corporation, on
the other hand, (E) any direct or indirect material interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement,
collective bargaining agreement or consulting agreement), (F) a representation that such Proposing Person intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the
Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies or votes from the Stockholders in support of such proposal and (G) any other information relating to such Proposing Person that
would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant
to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (A) through (G) are referred to as “Disclosable Interests”); provided, however, that Disclosable
Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder
directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and 

  
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 (iii) As to each item of business that the Stockholder proposes to bring
before the annual meeting, (A) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing
Person, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and the text of any proposed amendment to these Bylaws), (C) a reasonably detailed description of all agreements, arrangements
and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other Person or entity (including their names) in connection with the proposal of such business by such stockholder
and (D) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to
be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures required by this Section 1.14(c) shall not include any disclosures with respect to any
broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the Stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner. 

(d) For purposes of this Section 1.14, the term “Proposing Person” shall mean
(i) the Stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before
the annual meeting is made, or (iii) any participant (as defined in paragraphs (a)(ii) through (a)(vi) of Instruction 3 to Item 4 of Schedule 14A) with such Stockholder in such solicitation. 

(e) A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if
necessary, so that the information provided or required to be provided in such notice pursuant to this Section 1.14 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten
(10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later
than five (5) business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting
or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (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 or postponement thereof). 
 (f) Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the meeting in accordance with this Section 1.14. The presiding officer of the meeting shall, if the facts
warrant, determine that the business was not properly brought before the meeting in accordance with this Section 1.14, and if he or she should so determine, he or she shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted. 

  
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 (g) In addition to the requirements of this Section 1.14 with
respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this
Section 1.14 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange
Act. 
 (h) For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a
national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act. 

Section 1.15 Advance Notice Procedures for Nominations of Directors. 

(a) Nominations. Nominations of any Person for election to the Board of Directors at an annual meeting or at a special meeting (but
only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (i) as provided in the Stockholders Agreement (as defined
below), (ii) by or at the direction of the Board of Directors, including by any committee or Persons authorized to do so by the Board of Directors or these Bylaws, or (iii) by a Stockholder present in Person (as defined in
Section 1.14) (A) who was a Stockholder of record of the Corporation both at the time of giving the notice provided for in this Section 1.15 and at the time of the meeting, (B) is entitled to
vote at the meeting and (C) has complied with this Section 1.15 as to such notice and nomination. Other than as provided in the Stockholders Agreement, the foregoing clause (iii) shall be the exclusive
means for a Stockholder to make any nomination of a Person or Persons for election to the Board of Directors at any annual meeting or special meeting of Stockholders. 

(b) Notices, etc. 

(i) Without qualification, for a Stockholder to make any nomination of a Person or Persons for election to the Board of
Directors at an annual meeting, the Stockholder must (A) provide Timely Notice (as defined in Section 1.14(b) of these Bylaws) thereof in writing and in proper form to the Secretary at the principal executive offices
of the Corporation (other than such a notice by Summit prior to the Advance Notice Trigger Date, which may be delivered at any time up to thirty-five (35) days prior to the next annual meeting of stockholders), (B) provide the information,
agreements and questionnaires with respect to such Stockholder and its candidate for nomination as required by this Section 1.15, and (C) provide any updates or supplements to such notice at the times and in the forms
required by this Section 1.15. 
 (ii) Without qualification, if the election of directors is a
matter specified in the notice of meeting given by or at the direction of the person calling a special meeting, then for a Stockholder to make any nomination of a person or persons for election to the Board of Directors at a special meeting, the
Stockholder must provide (A) timely notice thereof in writing and in proper form to the Secretary at the principal executive offices of the Corporation, (B) the information, agreements and questionnaires with respect to such Stockholder
and its candidate for nomination required by this Section 1.15, and (C) any 

  
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updates or supplements to such notice at the times and in the forms required by this Section 1.15. To be timely for purposes of this
Section 1.15(b)(ii), a Stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed to and received by the Secretary of the Corporation not earlier than the one hundred twentieth
(120th) day prior to such special meeting and not later than the ninetieth (90th) day prior to such special meeting or, if later, the tenth (10th) day following the day on which public disclosure (as defined in Section 1.14(h)) of the date of such special meeting at which directors are to be elected was first made
(other than such a notice by Summit prior to the Advance Notice Trigger Date, which may be delivered at any time up to thirty-five (35) days prior to the next annual meeting of stockholders). 

(iii) In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof
commence a new time period (or extend any time period) for the giving of a Stockholder’s notice as described above. 

(iv) In no event may a Nominating Person (as defined below) provide notice under this Section 1.15 or
otherwise with respect to a greater number of director candidates than are subject to election by Stockholders at the applicable meeting. Notwithstanding anything in Section 1.15(b)(i) to the contrary, if the number of
directors subject to election at an annual meeting is increased effective after the time period for which nominations would otherwise be due under Section 1.15(b)(i) and there is no public announcement by the Corporation
naming the nominees for the additional directorships at least one hundred (100) days prior to the one-year anniversary of the preceding year’s annual meeting, a Stockholder’s notice required by
this Section 1.15 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary of the Corporation not later than the tenth (10th) day
following the date on which public disclosure (as defined in Section 1.14(h)) is first made by the Corporation. 

(c) Proper Form. To be in proper form for purposes of this Section 1.15, a Stockholder’s notice to the
Secretary shall set forth: 
 (i) As to each Nominating Person, the Stockholder Information (as defined in
Section 1.14(c)(i) of these Bylaws) except that for purposes of this Section 1.15, the term “Nominating Person” shall be substituted for the term “Proposing Person” in all
places it appears in Section 1.14(c)(i); 
 (ii) As to each Nominating Person, any Disclosable
Interests (as defined in Section 1.14(c)(ii), except that for purposes of this Section 1.15 the term “Nominating Person” shall be substituted for the term “Proposing Person” in
all places it appears in Section 1.14(c)(ii) and the disclosure with respect to the business to be brought before the meeting in Section 1.14(c)(iii) shall be made with respect to nomination of
each Person for election as a director at the meeting); and 

  
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 (iii) As to each candidate whom a Nominating Person proposes to nominate for
election as a director, (A) all information with respect to such candidate for nomination that would be required to be set forth in a Stockholder’s notice pursuant to this Section 1.15 if such candidate for
nomination were a Nominating Person, (B) all information relating to such candidate for nomination that is 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(a) under the Exchange Act (including such Person’s written consent to being named in the Corporation’s proxy statement as a nominee and to serving as a director if
elected), (C) a description of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or any other participants in such solicitation,
on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for
purposes of such rule and the candidate for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (A) through (C) are referred to as “Nominee
Information”), and (D) a completed and signed questionnaire, representation and agreement as provided in Section 1.15(f). 

(d) Nominating Person. For purposes of this Section 1.15, the term “Nominating
Person” shall mean (i) the Stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the
nomination proposed to be made at the meeting is made and (iii) any participant (as defined in paragraphs (a)(ii) through (a)(vi) of Instruction 3 to Item 4 of Schedule 14A) with such Stockholder in such solicitation. 

(e) Updates. A Stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such
notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 1.15 shall be true and correct as of the record date for notice of the meeting and as of the date
that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation
not later than five (5) business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for
the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (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 or postponement thereof). 
 (f)
Eligibility. To be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be nominated in the manner prescribed in this Section 1.15 and the
candidate for nomination, whether nominated by the Board of Directors or by a Stockholder of record, must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on behalf of
the Board of Directors), to the Secretary at the principal executive offices of the Corporation, (i) a completed written questionnaire (in the form provided by the Corporation upon request) with respect to the


  
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background, qualifications, stock ownership and independence of such candidate for nomination and (ii) a written representation and agreement (in the form provided by the Corporation upon
request) that such candidate for nomination (A) is not, and will not become a party to, any agreement, arrangement or understanding with any Person or entity other than the Corporation with respect to any direct or indirect compensation or
reimbursement for service as a director of the Corporation that has not been disclosed in such written questionnaire and (B) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of
interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to all directors and in effect during such candidate’s term in office as a director (and, if requested by any candidate for
nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect). 

(g) Additional Info. The Board of Directors may also require any proposed candidate for nomination as a Director to furnish such other
information as may reasonably be requested by the Board of Directors in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon in order for the Board of Directors to determine the eligibility of
such candidate for nomination to be an independent director of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines. 

(h) Exchange Act. In addition to the requirements of this Section 1.15 with respect to any nomination
proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations. 

(i) Compliance. No candidate shall be eligible for nomination as a director of the Corporation unless each of such candidate for
nomination and the Nominating Person seeking to place such candidate’s name in nomination has complied with this Section 1.15, as applicable. The presiding officer at the meeting shall, if the facts warrant, determine
that a nomination was not properly made in accordance with this Section 1.15, and if he or she should so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be disregarded
and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots case for the nominee in question) shall be void and of no force or effect. 

(j) No Other Candidates. Notwithstanding anything in these Bylaws to the contrary, subject to
Section 1.15(k), no candidate for nomination shall be eligible to be seated as a director of the Corporation unless nominated and elected in accordance with this Section 1.15. 

(k) Summit. Notwithstanding anything in these Bylaws to the contrary, for so long as Summit (as defined in the Certificate of
Incorporation) is entitled to nominate a Director pursuant to the Stockholders Agreement, Summit shall not be subject to the notice procedures set forth in this Section 1.15 with respect to nominations made pursuant to the
Stockholders Agreement. 

  
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 ARTICLE II. 

BOARD OF DIRECTORS 

Section 2.01 Number; Tenure; Qualifications. Subject to the Certificate of Incorporation, the rights of holders of any series of
Preferred Stock to elect directors and that certain stockholders agreement, dated as October 27, 2021, by and among the Corporation and the other persons party thereto (as may be amended, restated, amended and restated or otherwise modified
from time to time, the “Stockholders Agreement”), the total number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution adopted by a majority of the Whole Board of
Directors. The terms of directors shall be as set forth in the Certificate of Incorporation. Each director shall hold office until such time as provided in the Certificate of Incorporation. Directors need not be Stockholders to be qualified for
election or service as a director of the Corporation. 
 Section 2.02 Election; Resignation; Removal; Vacancies. Except as
otherwise provided in the Certificate of Incorporation or these Bylaws, directors shall be elected at the annual meeting of Stockholders by such Stockholders that have the right to vote on such election. Any director may resign at any time upon
written or electronic transmission to the Corporation. Such resignation shall be effective upon delivery unless otherwise specified. Directors of the Corporation may be removed only as expressly provided in the Certificate of Incorporation. Newly
created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from the death, resignation, disqualification, removal from office or other cause shall be filled only as
expressly provided in the Certificate of Incorporation. 
 Section 2.03 Regular Meetings. Regular meetings of the Board of
Directors may be held at such places, if any, within or without the State of Delaware, and at such times as the Board of Directors may from time to time determine. A notice of regular meetings shall not be required. 

Section 2.04 Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson or a majority of the
directors then in office and shall be held at such time, date and place, if any, within or without the State of Delaware as he or she or they shall fix. Notice to directors of the date, place and time of any special meeting of the Board of Directors
shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice may be given in person, by United States first-class mail, or by e-mail, telephone,
facsimile or other means of electronic transmission. If the notice is delivered in person, by e-mail, telephone facsimile or other means of electronic transmission, it shall be delivered or sent at least
twenty-four (24) hours before the time of holding of the meeting. If the notice is sent by mail, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. 

Section 2.05 Telephonic Meetings Permitted. Members of the Board of Directors may participate in any meetings of the Board of
Directors thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this
Section 2.05 shall constitute presence in person at such meeting. 

  
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 Section 2.06 Quorum; Vote Required for Action. At all meetings of the Board of
Directors a majority of the Whole Board of Directors shall constitute a quorum for the transaction of business; provided that, solely for the purposes of filling vacancies pursuant to Section 2.02 of these Bylaws, a
meeting of the Board of Directors may be held if a majority of the directors then in office participate in such meeting. The affirmative vote of a majority of the directors present at any meeting of the Board of Directors at which a quorum is
present shall be the act of the Board of Directors, except as may be otherwise specifically required by applicable law, the Certificate of Incorporation or these Bylaws. 

Section 2.07 Organization. Meetings of the Board of Directors shall be presided over by the Chairperson, or in his or her absence
by the person whom the Chairperson shall designate, or in the absence of the foregoing persons or if no designation is made, by a chairperson chosen at the meeting by the affirmative vote of a majority of the directors present at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. 

Section 2.08 Action by Unanimous Consent of Directors. Unless otherwise restricted by the Certificate of Incorporation or these
Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent
thereto in writing or by electronic transmission. Thereafter, the writing or writings or electronic transmissions shall be filed with the minutes of proceedings of the Board of Directors or such committee in accordance with applicable law. 

Section 2.09 Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board
of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary or other compensation as a director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees
may be paid a fixed sum for attendance at each meeting of such committee or a stated salary or other compensation as a member of such committee. Any director of the Corporation may decline any or all such compensation payable to such director in his
or her discretion. 
 Section 2.10 Chairperson. Subject to the Stockholders Agreement, the Board of Directors may appoint from
its members a Chairperson of the Board of Directors. The Board of Directors may, in its sole discretion, from time to time appoint one or more vice chairpersons (each, a “Vice Chairperson”) each of whom as such shall report
directly to the Chairperson. 

  
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 ARTICLE III. 

COMMITTEES 
 Section 3.01
Committees. Subject to the Stockholders Agreement, the Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of any committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the
committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Except as otherwise provided
in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the directors then serving on a
committee or subcommittee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee or subcommittee present at a meeting at which a quorum is present shall be the act of the committee or
subcommittee. Meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware whenever called by the Chairperson of such committee or a majority of the members of such committee.

 Section 3.02 Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of
Directors when required. 
 Section 3.03 Committee Rules. Unless the Board of Directors otherwise provides, each committee
designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant
to Article II of these Bylaws. 
 ARTICLE IV. 

OFFICERS 
 Section 4.01
Officers. The officers of the Corporation shall be a Chief Executive Officer and a Secretary. The Corporation may also have, at the discretion of the Board of Directors, a President, a Chairperson of the Board of Directors (subject to the
provisions of the Stockholders Agreement), a Vice Chairperson of the Board of Directors, a Chief Financial Officer, a Treasurer, one (1) or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the
provisions of these Bylaws. Each officer of the Corporation shall hold office for such term as may be prescribed by the Board of Directors and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or
removal. No officer need be a stockholder or director of the Corporation. 
 Section 4.02 Appointment of Officers. The Board of
Directors shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 4.03 of these Bylaws. 

  
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 Section 4.03 Subordinate Officer. The Board of Directors may appoint, or empower
the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such
period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine. 

Section 4.04 Removal and Resignation of Officers. Any officer may be removed, either with or without cause, by the Whole Board of
Directors or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving notice in writing or by
electronic transmission to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the
resignation shall not be necessary to make it effective. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the
Board of Directors provides that the successor shall not take office until the effective date. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. 

Section 4.05 Vacancies in Offices. Any vacancy occurring in any office of the Corporation shall be filled by the Board of
Directors or as provided in Section 4.03. 
 Section 4.06 Chief Executive Officer. Subject to such
supervisory powers, if any, as may be given by the Board of Directors to the Chairperson, if any, the Chief Executive Officer (the “CEO”) (if such an officer is appointed) shall, subject to the control of the Board of
Directors, have general supervision, direction, and control of the business and the officers of the Corporation. In the absence or nonexistence of a Chairperson, he or she shall preside at all meetings of the stockholders and, if the CEO is also a
director, at all meetings of the Board of Directors at which he or she is present and shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers
and duties as may be prescribed by the Board of Directors or these Bylaws. 
 Section 4.07 President. The Board of Directors
may, but is not obligated to, appoint a President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairperson (if any) or the CEO, the President, if appointed, shall have general supervision, direction,
and control of the business and other officers of the Corporation. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation and such other powers and duties as may be prescribed by
the Board of Directors or these Bylaws. 
 Section 4.08 Secretary. The Secretary shall keep or cause to be kept, at the
principal executive office of the Corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place
of each meeting, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at
the 

  
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principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a
duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every
certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these Bylaws. He or she shall keep the seal of the
Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws. 

Section 4.09 Chief Financial Officer. The Chief Financial Officer (the “CFO”) shall be the treasurer and
shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The CFO shall deposit all moneys and other valuables in the name and to the credit of the Corporation
with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President, if any is appointed, the CEO, or the directors,
upon request, an account of all his or her transactions as CFO and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. 

Section 4.10 Representation of Shares of Other Entities. Unless otherwise directed by the Board of Directors, the CEO, the
President or any other person authorized by the Board of Directors, the CEO or the President is authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares, securities or interests of any other
corporation or entity standing in the name of the Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having
the authority. 
 Section 4.11 Authority and Duties of Officers. All officers of the Corporation shall respectively have such
powers and authority and shall perform such duties in the management of the business of the Corporation as may be provided herein or designated from time to time by the Board of Directors and, to the extent not so provided, as generally pertain to
their respective offices, subject to the control of the Board of Directors. 
 Section 4.12 Compensation. The compensation of
the officers of the Corporation for their services as such shall be fixed from time to time by or at the direction of the Board of Directors. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that
he or she is also a director of the Corporation. 

  
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 ARTICLE V. 

STOCK 
 Section 5.01
Certificates. The shares of Stock shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of Stock shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by a certificate shall be entitled to have a certificate signed by, or in
the name of the Corporation by, any two officers authorized to sign stock certificates representing the number of shares registered in certificate form. The Chairperson, the Vice Chairperson of the Board, if any, CEO, the President, a Vice
President, the CFO, if any, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Corporation shall be specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be a facsimile. In case
any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. 
 Section 5.02 Lost,
Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate for shares of Stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. The Board of Directors may establish regulations, rules or procedures concerning the proof required for adequately alleging the loss, theft or
destruction of any Stock certificate and concerning the giving of a satisfactory bond or bonds of indemnity. 
 ARTICLE VI. 

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES 

Section 6.01 Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by
applicable law (including as it presently exists or may hereafter be amended, substituted or replaced but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the
Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), any person (a “Covered Person”) who was or is made or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (any such action, suit or proceeding, a “proceeding”), by reason of the fact that he or she, or a person for whom
he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including
attorneys’ fees, judgments, fines ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such Covered Person. 

  
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Notwithstanding the preceding sentence, except as otherwise provided in Section 6.04 of these Bylaws, the Corporation shall be required to indemnify a Covered Person in
connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors. 

Section 6.02 Indemnification of Others. The Corporation shall have the power (but not the obligation) to indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any
proceeding by reason of the fact that he or she, or a Person for whom he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses reasonably incurred by such Person in connection with any such proceeding. 
 Section 6.03
Advancement of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final
disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts
advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VI or otherwise. 

Section 6.04 Claims. If a claim for indemnification under this Article VI (following the final disposition of such
proceeding) is not paid in full within sixty (60) days after the Corporation has received a written claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Article VI is not paid in full within
thirty (30) days after the Corporation has received a written statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such
claim. If successful in whole or in part, the Covered Person shall be entitled to be reimbursed by the Corporation for the expense of prosecuting such claim to the fullest extent permitted by law. In any such action, the Corporation shall have the
burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law. 

Section 6.05 Non-exclusivity of Rights. The rights conferred on any Covered Person by this
Article VI shall not be exclusive of any other rights which such Covered Person may have or hereafter acquires under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of Stockholders or disinterested
directors or otherwise. 
 Section 6.06 Insurance. The Corporation may purchase and maintain insurance on behalf of any Person
who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture,
trust, enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL. 

  
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 Section 6.07 Other Sources. The Corporation’s obligation, if any, to
indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit
entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit enterprise. 
 Section 6.08 Continuation of Indemnification. The rights to
indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI shall continue as to a Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate,
heirs, executors, administrators, legatees and distributees of such Person. 
 Section 6.09 Amendment or Repeal. Any right to
indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of these Bylaws or an amendment to the Certificate of Incorporation after the occurrence of the
act or omission that is the subject of the proceeding for which indemnification or advancement of expenses is sought. 
 Section 6.10
Other Indemnification and Advancement of Expenses. This Article VI shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered
Persons when and as authorized by appropriate corporate action. 
 ARTICLE VII. 

MISCELLANEOUS 
 Section 7.01
Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors. 
 Section 7.02
Execution of Corporate Contracts and Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have
any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Any document, including, without limitation, any consent, contract, certificate or
instrument, required by the DGCL, the Certificate of Incorporation or these Bylaws to be executed by any officer, director, stockholder, employee or agent of the Corporation may be executed using a facsimile or other form of electronic signature to
the fullest extent permitted by applicable law. All other contracts, agreements, certificates or instruments to be executed on behalf of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent
permitted by applicable law. 

  
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 Section 7.03 Dividends. The Board of Directors, subject to any restrictions
contained in either (a) the DGCL or (b) the Certificate of Incorporation, may declare and pay dividends upon the shares of its capital Stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital Stock.
The Board of Directors may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing
dividends, repairing or maintaining any property of the Corporation, and meeting contingencies. 
 Section 7.04 Registered
Stockholders. The Corporation (a) shall be entitled to recognize the exclusive right of a Person registered on its books as the owner of shares to receive dividends and to vote as such owner; and (b) shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of another Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. 

Section 7.05 Corporate Seal. The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the
Board of Directors. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. 

Section 7.06 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction and definitions in
the DGCL shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural and the plural number includes the singular. 

Section 7.07 Manner of Notice. 

(a) Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to Stockholders
pursuant to the DGCL, the Certificate of Incorporation or these Bylaws, any notice to Stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of
electronic transmission to the extent permitted by law. 
 Any notice given pursuant to the preceding paragraph shall be deemed given
(i) if by facsimile telecommunication, when directed to a number at which the Stockholder has consented to receive notice; (ii) if by electronic mail, when directed to such Stockholder’s electronic mail address unless the Stockholder
has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail; (iii) if by a posting on an electronic network together with separate notice to the Stockholder of such specific
posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the Stockholder. A notice by electronic mail must include a prominent
legend that the communication is an important notice regarding the Corporation. 
 An affidavit of the Secretary or an Assistant Secretary
of the Corporation or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 

  
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 For the purposes of these Bylaws, an “electronic transmission” means
any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient
through an automated process. 
 (b) Notice to Stockholders Sharing an Address. Without limiting the manner by which notice otherwise
may be given effectively to Stockholders, and except as prohibited by applicable law, any notice to Stockholders given by the Corporation under any provision of applicable law, the Certificate of Incorporation, or these Bylaws shall be effective if
given by a single written notice to Stockholders who share an address if consented to by the Stockholders at that address to whom such notice is given. Any such consent shall be revocable by the Stockholder by written notice to the Corporation. Any
Stockholder who fails to object in writing to the Corporation, within sixty (60) days of having been given written notice by the Corporation of its intention to send the single notice permitted under this Section 7.07,
shall be deemed to have consented to receiving such single written notice. 
 (c) Notice to Directors. Except as otherwise provided
herein or permitted by applicable law, notices to any director may be in writing and delivered personally or mailed to such director at such director’s address appearing on the books of the Corporation, or may be given by telephone or by any
means of electronic transmission (including, without limitation, electronic mail) directed to an address for receipt by such director of electronic transmissions appearing on the books of the Corporation. 

Section 7.08 Waiver of Notice of Meetings of Stockholders, Directors and Committees. A written waiver of any notice, signed by the
person entitled to notice, or waiver by electronic transmission by such person, whether given before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Stockholders, Board of Directors, or committee or subcommittee of the Board of Directors need be specified in a waiver of notice. 

Section 7.09 Form of Records. Any records maintained by or on behalf of the Corporation in the regular course of its business,
including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, method or one or more electronic networks or databases (including one or more distributed
electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and the stock ledger is maintained in accordance with applicable law. 

Section 7.10 Amendment of Bylaws. These Bylaws may be altered, amended or repealed, and new bylaws made, only by the affirmative
vote of (a) a majority of the Whole Board of Directors or (b) the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of
the outstanding voting stock of the Corporation entitled to vote, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of these
Bylaws. 
 *     *     * 

  
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