Exhibit 4.1


 


SECOND
RESTATED CERTIFICATE OF INCORPORATION


 





of


 


hayward
holdings, iNC.


 


Hayward Holdings, Inc.,
a Delaware corporation (the “Corporation”), hereby certifies that this Second Restated Certificate of Incorporation
has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”),
and that:


 


A.       The
name of the Corporation is: Hayward Holdings, Inc.


 


B.       The
original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June
1, 2017 and was amended and restated on August 3, 2017 (as so amended and restated, the “Original Certificate of Incorporation”).


 


C.       This
Second Restated Certificate of Incorporation amends and restates the Original Certificate of Incorporation.


 


D.       The
Certificate of Incorporation upon the filing of this Second Restated Certificate of Incorporation, shall read as follows:


 


ARTICLE
I -- NAME


 


The name of the corporation
is Hayward Holdings, Inc. (the “Corporation”).


 


ARTICLE
II -- REGISTERED OFFICE AND AGENT


 


The address of the
Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, DE 19808.
The name of the Corporation’s registered agent at such address is Corporation Service Company.


 


ARTICLE
III -- PURPOSE


 


The purpose of the
Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law
of the State of Delaware (the “DGCL”).


 


ARTICLE
IV -- CAPITALIZATION


 


(a)       Authorized
Shares. The total number of shares of all classes of common stock which the Corporation shall have authority to issue is 850,000,000
shares of stock, consisting of (i) 750,000,000 shares of Common Stock, par value $0.001 per share (“Common Stock”),
and (ii) 100,000,000 shares of Preferred Stock, par value $0.001 per share (“Preferred Stock”). Such stock may
be issued from time to time by the Corporation for such consideration as may be fixed by the board of directors of the Corporation
(the “Board of Directors”).








 






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(b)        Common
Stock. Subject to the powers, preferences and rights of any Preferred Stock, including any series thereof, having any preference
or priority over, or rights superior to, the Common Stock and except as otherwise provided by law and this Article IV, the holders
of the Common Stock shall have and possess all powers and voting and other rights pertaining to the stock of the Corporation.


 


(i)       Voting.
Each holder of shares of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by
such holder on all matters on which stockholders generally are entitled to vote; provided, that, except as otherwise required
by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Second Restated Certificate of
Incorporation (including, but not limited to, any certificate of designations relating to any series of Preferred Stock) that relates
solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either
separately or together with the holders of one or more other such series, to vote thereon pursuant to this Second Restated Certificate
of Incorporation (including, but not limited to, any certificate of designations relating to any series of Preferred Stock) or
pursuant to the DGCL. There shall be no cumulative voting.


 


(ii)       Dividends.
Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board
of Directors and subject to any preferential dividend rights of any then outstanding Preferred Stock. Except as otherwise provided
by the DGCL or this Second Restated Certificate of Incorporation, the holders of record of Common Stock shall share ratably in
all dividends payable in cash, stock or otherwise and other distributions, whether in respect of liquidation or dissolution (voluntary
or involuntary) or otherwise.


 


(iii)       No
Preemptive Rights. The holders of the Common Stock shall have no preemptive rights to subscribe for any shares of any class
of stock of the Corporation whether now or hereafter authorized.


 


(iv)       No
Conversion Rights. The Common Stock shall not be convertible into, or exchangeable for, shares of any other class or classes
or of any other series of the same class of the Corporation’s capital stock.


 


(v)       Liquidation
Rights. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will
be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential
rights of any then outstanding Preferred Stock. A merger or consolidation of the Corporation with or into any other corporation
or other entity or a sale or conveyance of all or any part of the assets of the Corporation, in any such case which shall not in
fact result in the liquidation of the Corporation and the distribution of assets to its stockholders, shall not be deemed to be
a voluntary or involuntary liquidation or dissolution or winding up of the Corporation within the meaning of this Article IV(b)(v).


 


(c)
        Preferred Stock. Shares of Preferred Stock may be issued in one or more
series, from time to time, with each such series to consist of such number of shares and to have such voting powers relative
to other classes or series of Preferred Stock, if any, or Common Stock, full or limited or no voting powers, and such
designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations
or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series
adopted by the Board of Directors, and the Board of Directors is hereby expressly vested with the authority, to the full
extent now or hereafter provided by applicable law, to adopt any such resolution or resolutions. Except as otherwise provided
in this Second Restated Certificate of Incorporation, no vote of the holders of the Preferred Stock or Common Stock shall be
a prerequisite to the designation or issuance of any shares of any series of the Preferred Stock authorized by and complying
with the conditions of this Second Restated Certificate of Incorporation, the right to have such vote being expressly waived
by all present and future holders of the capital stock of the Corporation. Any shares of Preferred Stock that are redeemed,
purchased or acquired by the Corporation shall be returned to the authorized but undesignated shares of Preferred Stock and
may be reissued except as otherwise provided by law or this Second Restated Certificate of Incorporation. Different series of
Preferred Stock shall not be construed to constitute different classes of shares for the purposes of voting by classes unless
expressly provided in the resolution or resolutions providing for the issue of such series adopted by the Board of
Directors.


 






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(d)        No
Class Vote on Changes in Authorized Number of Shares of Preferred Stock. Subject to the special rights of the holders of any
series of Preferred Stock pursuant to the terms of this Second Restated Certificate of Incorporation, any certificate of designations
or any resolution or resolutions providing for the issuance of such series of stock adopted by the Board of Directors, the number
of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding)
by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a single class, irrespective of the provisions of Section
242(b)(2) of the DGCL.


 


ARTICLE
V -- BOARD OF DIRECTORS


 


(a)       Number
of Directors; Vacancies and Newly Created Directorships. The holders of record of the shares of Common Stock and of any other
class or series of voting stock, voting together as a single class, shall be entitled to elect the directors of the Corporation.
The number of directors constituting the Board of Directors shall be not fewer than three (3) and not more than fifteen (15), each
of whom shall be a natural person. All elections of directors shall be determined by a plurality of the votes cast. Subject to
the special rights of the holders of any series of Preferred Stock to elect directors, the precise number of directors shall be
fixed exclusively pursuant to a resolution adopted by the Board of Directors. Vacancies and newly-created directorships shall be
filled exclusively by vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director,
except that any vacancy created by the removal of a director by the stockholders for cause shall be filled by vote of a majority
of the outstanding shares of Common Stock. No decrease in the number of directors constituting the Board of Directors shall shorten
the term of any incumbent director. A director elected to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold
office until the next election of the class for which such director shall have been chosen, subject to the election and qualification
of his or her successor and to his or her earlier death, resignation or removal.


 






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(b)       Classified
Board of Directors. Subject to the special rights of the holders of any series of Preferred Stock to elect directors, the Board
of Directors (other than those directors elected by the holders of any series of Preferred Stock) shall be classified into three
classes: Class I; Class II; and Class III. Each class shall consist, as nearly equal in number as possible, of one-third of the
total number of directors constituting the entire Board of Directors and the allocation of directors among the three classes shall
be determined by the Board of Directors. The initial Class I Directors shall serve for a term expiring at the first annual meeting
of stockholders of the Corporation following the filing of this Second Restated Certificate of Incorporation; the initial Class
II Directors shall serve for a term expiring at the second annual meeting of stockholders following the filing of this Second Restated
Certificate of Incorporation; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of
stockholders following the filing of this Second Restated Certificate of Incorporation. Each director in each class shall hold
office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. At each
annual meeting of stockholders beginning with the first annual meeting of stockholders following the filing of this Second Restated
Certificate of Incorporation, the successors of the class of directors whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders to be held in the third year following the year of their election,
with each director in each such class to hold office until his or her successor is duly elected and qualified or until his or her
earlier death, resignation or removal. If the number of directors is changed, any increase or decrease shall be apportioned among
the classes so as to maintain the number of directors in each class as nearly equal in number as possible and such apportionment
shall be determined by the Board of Directors.


 


(c)       Removal.
Subject to the rights of the holders of any series of Preferred Stock to elect directors, the directors of the Corporation
may be removed only for cause by the affirmative vote of the holders of at least seventy-five percent (75%) of the voting
power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors,
voting together as a single class, at a meeting of the stockholders called for that purpose; provided, however,
that prior to the first date (the “Trigger Date”) on which investment funds or other entities affiliated
with CCMP Capital Advisors, LP, MSD Partners, L.P, and/or Alberta Investment Management Corporation and each of their
respective successors, Transferees and Affiliates (each a “Sponsor Entity,” and collectively, the
 “Sponsor Entities”) cease collectively to beneficially own (directly or indirectly) more than fifty
percent (50%) of the outstanding shares of Common Stock, the directors of the Corporation may be removed for cause by the
affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting together as a single class.
 “Affiliate” means, with respect to any Person, any other Person that controls, is controlled by, or is
under common control with such Person; provided, however, that a portfolio company that a Sponsor Entity
controls or that is controlled by or is under common control with a Sponsor Entity shall not be deemed to an
 “Affiliate” solely as a result thereof. The term “control,” as used in the definition of
 “Affiliate,” means the power to direct or cause the direction of the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and
 “controlled” and “controlling” have meanings correlative to the foregoing.
 “Person” means an individual, any 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
otherwise) of such entity. “Transferee” means any Person who (i) becomes a beneficial owner of Common
Stock upon having purchased such shares of Common Stock from a Sponsor Entity and (ii) is designated in writing by the
transferor as a “Transferee” and a copy of such writing is provided to the Corporation at or prior to the time of
such purchase; provided, however, that a purchaser of Common Stock in a registered offering or in a transaction
effected pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), (or any
similar or successor provision thereto) shall not be a “Transferee.” For the purpose of this Second Restated
Certificate of Incorporation “beneficial ownership” shall be determined in accordance with Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 






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ARTICLE
VI -- LIMITED LIABILITY 


 


To the fullest extent
that the DGCL or any other law of the State of Delaware (as they exist on the date hereof or as they may hereafter be amended)
permits the limitation or elimination of the liability of directors, no director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to, or modification or repeal
of, this Article VI shall adversely affect any right or protection of a director of the Corporation existing hereunder with respect
to any state of facts existing or act or omission occurring, or any cause of action, suit or claim that, but for this Article VI,
would accrue or arise, prior to such amendment, modification or repeal. If, after this Second Restated Certificate of Incorporation
is filed with the Secretary of the State of Delaware, the DGCL or such other law is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated
or limited to the fullest extent permitted by the DGCL or such other law, as so amended..


 


ARTICLE
VII -- MEETINGS OF STOCKHOLDERS


 


(a)       No
Action by Written Consent. From and after the Trigger Date, any action required or permitted to be taken by the stockholders
of the Corporation may be effected only at a duly called annual or special meeting of stockholders of the Corporation and may not
be effected by any consent in writing by such stockholders.


 


(b)       Special
Meetings of Stockholders. Subject to any special rights of the holders of any series of Preferred Stock, and to the requirements
of applicable law, special meetings of stockholders of the Corporation may be called only (i) by or at the direction of the chairperson
of the Board of Directors, (ii) by or at the direction of the Board of Directors pursuant to a written resolution adopted by a
majority of the total number of directors which the Corporation would have if there were no vacancies, or (iii) prior to the Trigger
Date, by the Secretary of the Corporation at the request of the holders of fifty percent (50%) or more of the outstanding shares
of Common Stock. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose
or purposes stated in the notice of meeting.


 


(c)       Election
of Directors by Written Ballot. Election of directors need not be by written ballot.


 






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ARTICLE
VIII -- AMENDMENTS TO THE BYLAWS AND THE CERTIFICATE OF INCORPORATION


 








(a)       Bylaws.
In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to make, alter,
amend or repeal the bylaws of the Corporation subject to the power of the stockholders of the Corporation entitled to vote with
respect thereto to make, alter, amend or repeal the bylaws both before and after the Trigger Date; provided, that with respect
to the powers of stockholders entitled to vote with respect thereto to make, alter, amend or repeal the bylaws, from and after
the Trigger Date, in addition to any other vote otherwise required by law, the affirmative vote of the holders of at least seventy-five
percent (75%) of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote with respect thereto,
voting together as a single class, shall be required to make, alter, amend or repeal the bylaws of the Corporation.


 


(b)       Amendments
to the Certificate of Incorporation. The Corporation reserves the right to amend, alter, change or repeal any provision contained
in this Second Restated Certificate of Incorporation both before and after the Trigger Date, in the manner now or hereafter prescribed
by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding anything
to the contrary contained in this Second Restated Certificate of Incorporation, and notwithstanding that a lesser percentage may
be permitted from time to time by applicable law, from and after the Trigger Date, no provision of Article V, Article VI, paragraphs
(a) and (b) of Article VII, this Article VIII, Article IX, Article X and Article XI may be altered, amended or repealed in any
respect, nor may any provision or bylaw inconsistent therewith be adopted, unless, in addition to any other vote required by this
Second Restated Certificate of Incorporation or otherwise required by law, such alteration, amendment, repeal or adoption is approved
by the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, at
a meeting of the stockholders called for that purpose.


 


ARTICLE IX -- BUSINESS
COMBINATIONS


 


(a)              
Opt Out of Section 203 of the DGCL. The Corporation shall not be governed by Section 203 of the DGCL.


 


(b)              
Limitations on Business Combinations. Notwithstanding the foregoing, the Corporation shall not engage in any business
combination (as defined below), at any point in time at which the Corporation’s Common Stock is registered under Section 12(b)
or Section 12(g) of the Exchange Act, with any interested stockholder (as defined below) for a period of three (3) years following
the time that such stockholder became an interested stockholder, unless:


 


(i)                
prior to such time, the Board of Directors approved either the business combination or the transaction which resulted in
the stockholder becoming an interested stockholder;


 


(ii)              upon
consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested
stockholder owned at least eighty-five percent (85%) of the voting stock (as defined below) of the Corporation outstanding at
the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the
outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors of the
Corporation and also officers of the Corporation or (ii) employee stock plans of the Corporation in which employee
participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer; or


 






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(iii)           
at or subsequent to such time, the business combination is approved by the Board of Directors and authorized at an annual
or special meeting of stockholders, and not by written consent, by the affirmative vote of at least sixty-six and two-thirds percent
(66 2/3%) of the outstanding voting stock of the Corporation which is not owned by the interested stockholder.


 


(c)              
Definitions. For purposes of this Article IX, references to:


 


(i)                
“affiliate” means, with respect to any person, any other person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common control with, such person.


 


(ii)               
“associate,” when used to indicate a relationship with any person, means: (i) any corporation, partnership,
unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly,
the owner of twenty percent (20%) or more of any class of voting stock; (ii) any trust or other estate in which such person
has at least a twenty percent (20%) beneficial interest or as to which such person serves as trustee or in a similar fiduciary
capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such
person.


 


(iii)             
“business combination,” when used in reference to the Corporation and any interested stockholder of the
Corporation, means:


 


(1)       any
merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (a) with
the interested stockholder, or (b) with any other corporation, partnership, unincorporated association or other entity if
the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation paragraph (b) of
this Article IX is not applicable to the surviving entity;


 


(2)       any
sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except
proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or
otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets
have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the
Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;


 


(3)       any
transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned
subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except:
(a) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into
stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested
stockholder became such; (b) pursuant to a merger under Section 251(g) or Section 253 of the DGCL;
(c) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities
exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is
distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested
stockholder became such; (d) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms
to all holders of such stock; or (e) any issuance or transfer of stock by the Corporation; provided, however,
that in no case under clauses (c) through (e) of this subsection (3) shall there be an increase in the interested
stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the
Corporation (except as a result of immaterial changes due to fractional share adjustments);


 






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(4)       any
transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect,
directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into
the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except
as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares
of stock not caused, directly or indirectly, by the interested stockholder; or


 


(5)       any
receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation),
of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (1)
through (4) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.


 


(iv)            
“control,” including the terms “controlling,” “controlled by” and
 “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of voting stock, by contract or otherwise.
A person who is the record owner of twenty percent (20%) or more of the outstanding voting stock of the Corporation, partnership,
unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance
of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds
voting stock, in good faith and not for the purpose of circumventing this Article IX, as an agent, bank, broker, nominee, custodian
or trustee for one or more record or beneficial owners who do not individually or as a group have control of such person.


 


(v)               “interested
stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of
the Corporation) that (i) is the owner of fifteen percent (15%) or more of the outstanding voting stock of the
Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of fifteen percent (15%) or more
of the outstanding voting stock of the Corporation at any time within the three (3) year period immediately prior to the
date on which it is sought to be determined whether such person is an interested stockholder, and the affiliates and
associates of such person; provided, however, that the term “interested stockholder” shall not
include (a) the Sponsor Entities, (b) a stockholder that becomes an interested stockholder inadvertently and (i) as soon
as practicable divests itself of ownership of sufficient shares so that such stockholder ceases to be an interested
stockholder and (ii) would not, at any time within the three-year period immediately prior to a business combination between
the Corporation and such stockholder, have been an interested stockholder but for the inadvertent acquisition of ownership,
or (c) any person whose ownership of shares in excess of the fifteen percent (15%) limitation set forth herein is the
result of any action taken solely by the Corporation; provided that such person specified in this clause (c) shall be
an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation, except as
a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining
whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include
stock deemed to be owned by the person through application of the definition of “owner” below but shall not
include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or options, or otherwise.


 






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(vi)            
“owner,” including the terms “own” and “owned,” when used with
respect to any stock, means a person that individually or with or through any of its affiliates or associates:


 


(1)       beneficially
owns such stock, directly or indirectly; or


 


(2)       has
(a) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant
to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options,
or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to
a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock
is accepted for purchase or exchange; or (b) the right to vote such stock pursuant to any agreement, arrangement or understanding;
provided, however, that a person shall not be deemed the owner of any stock because of such person’s
right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy
or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or


 


(3)       has
any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable
proxy or consent as described in item (b) of subsection (2) above), or disposing of such stock with any other person
that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.








 






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(vii)         
 “person” means 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 otherwise) of such
entity.


 


(viii)       
“stock” means, with respect to any corporation, capital stock and, with respect to any other entity,
any equity interest.


 


(ix)            
“voting stock” means stock of any class or series entitled to vote generally in the election of directors.


 


ARTICLE X -- RENOUNCEMENT
OF CORPORATE OPPORTUNITY


 


(a)       Scope.
The provisions of this Article X are set forth to define, to the extent permitted by applicable law, the duties of Exempted Persons
(as defined below) to the Corporation with respect to certain classes or categories of business opportunities. “Exempted
Persons” means each of the Sponsor Entities (other than the Corporation and its subsidiaries) and all of their respective
partners, principals, directors, officers, members, managers and/or employees, including any of the foregoing who serve as officers
or directors of the Corporation.


 


(b)       Competition
and Allocation of Corporate Opportunities. The Exempted Persons shall not have any fiduciary duty to refrain from engaging
directly or indirectly in the same or similar business activities or lines of business as the Corporation or any of its subsidiaries.
To the fullest extent permitted by applicable law, the Corporation, on behalf of itself and its subsidiaries, renounces any interest
or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities
that are from time to time available to the Exempted Persons, even if the opportunity is one that the Corporation or its subsidiaries
might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each
such Exempted Person shall have no duty to communicate or offer such business opportunity to the Corporation (and there shall be
no restriction on the Exempted Persons using the general knowledge and understanding of the Corporation and the industry in which
it operates which it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, voting,
monitoring, governance or other decisions relating to other entities or securities) and, to the fullest extent permitted by applicable
law, shall not be liable to the Corporation or any of its subsidiaries or stockholders for breach of any fiduciary or other duty,
as a director or officer or otherwise, by reason of the fact that such Exempted Person pursues or acquires such business opportunity,
directs such business opportunity to another person or fails to present such business opportunity, or information regarding such
business opportunity, to the Corporation or its subsidiaries, or uses such knowledge and understanding in the manner described
herein.


 


(c)       Certain
Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article
X, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the
Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not
in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation
has no interest or reasonable expectancy.


 






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(d)       Amendment
of this Article. No amendment or repeal of this Article X in accordance with the provisions of paragraph (b) of Article X shall
apply to or have any effect on the liability or alleged liability of any Exempted Person for or with respect to any activities
or opportunities of which such Exempted Person becomes aware prior to such amendment or repeal. This Article X shall not limit
any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation
under this Second Restated Certificate of Incorporation, the Corporation’s bylaws or applicable law.


 


ARTICLE XI -- EXCLUSIVE
JURISDICTION FOR CERTAIN CLAIMS


 


(a)              
Exclusive Forum. Unless the Board of Directors or one of its committees otherwise approves the selection of an alternate
forum, the Court of Chancery of the State of Delaware (or, if, and only if, the Court of Chancery of the State of Delaware dismisses
a Covered Claim (as defined below) for lack of subject matter jurisdiction, any other state or federal court in the State of Delaware
that does have subject matter jurisdiction) shall, to the fullest extent permitted by applicable law, be the sole and exclusive
forum for any (i) derivative claim brought in the right of the Corporation, (ii) claim asserting a breach of a fiduciary duty to
the Corporation or the Corporation’s stockholders owed by any current or former director, officer or other employee or stockholder
of the Corporation, (iii) claim against the Corporation arising pursuant to any provision of the DGCL, this Restated Certificate
of Incorporation or the Amended and Restated Bylaws, (iv) claim to interpret, apply, enforce or determine the validity of this
Restated Certificate of Incorporation or the Amended and Restated Bylaws, (v) claim against the Corporation governed by the internal
affairs doctrine, or (vi) other claim, not subject to exclusive federal jurisdiction and not subject to paragraph (d) below, brought
in any action asserting one or more of the claims specified in clauses (a)(i) through (v) herein above (each a “Covered
Claim”); provided, however, that the provisions of this Article XI(a) will not apply to claims brought to enforce any
liability or duty created by the Securities Exchange Act of 1934, as amended.


 


(b)              
Personal Jurisdiction. If any person or entity (a “Claiming Party”) files an action asserting
a Covered Claim in a court other than one determined in accordance with paragraph (a) above (each a “Foreign Action”)
without the prior approval of the Board of Directors or one of its committees, such Claiming Party shall be deemed to have consented
to (i) the personal jurisdiction of the court determined in accordance with paragraph (a) in connection with any such action brought
in any such court to enforce paragraph (a) (an “Enforcement Action”) and (ii) having service of process made
upon such Claiming Party in any such Enforcement Action by service upon such Claiming Party’s counsel in the Foreign Action
as agent for such Claiming Party.


 


(c)              
Notice and Consent. Any person or entity purchasing or otherwise acquiring any interest in the shares of capital
stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI and waived any argument
relating to the inconvenience of the forums referenced above in connection with any Covered Claim.


 


(d)               Federal
Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts
of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in
any security of the Corporation shall be deemed to have notice of and consented to this provision.


 






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ARTICLE XII -- SEVERABILITY


 


If any provision or
provisions of this Second Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied
to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance
and of the remaining provisions of this Second Restated Certificate of Incorporation (including, without limitation, each portion
of any paragraph of this Second Restated Certificate of Incorporation containing any such provision held to be invalid, illegal
or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and (ii) to the fullest extent possible, the provisions of this Second Restated Certificate of Incorporation (including,
without limitation, each such portion of any paragraph of this Second Restated Certificate of Incorporation containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors,
officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation
to the fullest extent permitted by law.


 


***





 






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IN WITNESS WHEREOF, the undersigned has
caused this Second Restated Certificate of Incorporation to be executed by the officer below this 16th day of March, 2021.


 


		HAYWARD
                                  HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Kevin
    Holleran
	 	Name:	Kevin Holleran
	 	Title:	President and Chief Executive Officer



 


Signature Page to Second Restated
Certificate of Incorporation