Exhibit 4.2


 


Amended
and Restated Bylaws


 


of



 


hayward
holdings, Inc. 


 


SECTION
1 - STOCKHOLDERS


 


Section 1.1. Annual
Meeting.


 


An annual meeting of
the stockholders of Hayward Holdings, Inc., a Delaware corporation (the “Corporation”), for the election of
directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting
shall be held at the place, if any, within or without the State of Delaware, on the date and at the time that the Board of Directors
of the Corporation (the “Board of Directors”) shall each year fix. Unless stated otherwise in the notice of
the annual meeting of the stockholders of the Corporation, such annual meeting shall be at the principal office of the Corporation.
The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead
be held solely or in part by any permissible means of remote communication, including electronic transmission or telephonic means
(a “virtual meeting”) in accordance with the General Corporation Law of the State of Delaware (the “DGCL”).
The Corporation shall implement reasonable measures to ensure stockholders may meaningfully participate in a virtual meeting through
a secure and verifiable process, which focuses on access to the meeting, voting and access to the stockholder list. The Corporation shall
also comply with all the requirements of the Securities and Exchange Commission (the “SEC”) for virtual
meetings of stockholders, including for the electronic availability of proxy materials.


 


Section 1.2. Advance
Notice of Nominations and Proposals of Business.


 


(a)              
Nominations of persons for election to the Board of Directors and proposals for other business to be transacted by the stockholders
at an annual meeting of stockholders may be made (i) pursuant to the Corporation’s notice with respect to such meeting (or
any supplement thereto), (ii) by or at the direction of the Board of Directors or any committee thereof or (iii) by any stockholder
of record of the Corporation who (A) was a stockholder of record at the time of the giving of the notice contemplated in Section
1.2(b), (B) is entitled to vote at such meeting and (C) has complied with the notice procedures set forth in this Section 1.2.
Subject to Section 1.2(i) and except as otherwise required by law, clause (iii) of this Section 1.2(a) shall be the exclusive means
for a stockholder to make nominations or propose other business (other than nominations and proposals properly brought pursuant
to applicable provisions of federal law, including the Securities Exchange Act of 1934 (as amended from time to time, the “Exchange
Act”) and the rules and regulations of the SEC thereunder) before an annual meeting of stockholders.


 


(b)               Except
as otherwise required by law, for nominations or proposals to be properly brought before an annual meeting by a stockholder
pursuant to clause (iii) of Section 1.2(a), (i) the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation with the information contemplated by Section 1.2(c) including, where applicable, delivery
to the Corporation of timely and completed questionnaires as contemplated by Section 1.2(c), and (ii) the business must be a
proper matter for stockholder action under the DGCL. The notice requirements of this Section 1.2 shall be deemed satisfied by
a stockholder with respect to business other than a nomination if the stockholder has notified the Corporation of his, her or
its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated
under the Exchange Act and such stockholder’s proposal has been included in a proxy statement prepared by the
Corporation to solicit proxies for such annual meeting.


 






     


     


    

 


(c)               To
be timely for purposes of Section 1.2(b), a stockholder’s notice must be delivered to the Secretary of the Corporation
at the principal executive offices of the Corporation on a date (i) not later than the close of business on the ninetieth
(90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the
anniversary date of the prior year’s annual meeting or (ii) if there was no annual meeting in the prior year or if the
date of the current year’s annual meeting is more than thirty (30) days before or after the anniversary date of the
prior year’s annual meeting, on or before ten (10) days after the day on which the date of the current year’s
annual meeting is first disclosed in a public announcement. In no event shall any adjournment or postponement of an annual
meeting or the announcement thereof commence a new time period for the delivery of such notice. Such notice from a
stockholder must state (i) as to each nominee that the stockholder proposes for election or reelection as a director, (A) all
information relating to such nominee that would be required to be disclosed in solicitations of proxies for the election of
such nominee as a director pursuant to Regulation 14A under the Exchange Act and such nominee’s written consent to
serve as a director if elected, and (B) a description of all direct and indirect compensation and other material monetary
arrangements, agreements or understandings during the past three years, and any other material relationship, if any, between
or concerning such stockholder, any Stockholder Associated Person (as defined below) or any of their respective affiliates or
associates, on the one hand, and the proposed nominee or any of his or her affiliates or associates, on the other hand; (ii)
as to each proposal that the stockholder seeks to bring before the meeting, a brief description of such proposal, the reasons
for making the proposal at the meeting, the text of the proposal (including the text of any resolutions proposed for
consideration and in the event that it includes a proposal to amend the bylaws of the Corporation, the language of the
proposed amendment) and any material interest that the stockholder has in the proposal; and (iii) (A) the name and address of
the stockholder giving the notice and the Stockholder Associated Persons, if any, on whose behalf the nomination or proposal
is made, (B) the class (and, if applicable, series) and number of shares of stock of the Corporation that are, directly or
indirectly, owned beneficially or of record by the stockholder or any Stockholder Associated Person, (C) any option, warrant,
convertible security, stock appreciation right or similar instrument, right, agreement, arrangement or understanding with an
exercise or conversion privilege or a settlement payment or mechanism at a price related to any class (or, if applicable,
series) of shares of stock of the Corporation or with a value derived in whole or in part from the value of any class (or, if
applicable, series) of shares of stock of the Corporation, whether or not such instrument, right, agreement, arrangement or
understanding shall be subject to settlement in the underlying class or series of capital stock of the Corporation or
otherwise, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or
decrease in the value of shares of stock of the Corporation (each, a “Derivative Instrument”), in each
case that is directly or indirectly owned beneficially or of record by such stockholder or any Stockholder Associated Person,
(D) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or any Stockholder
Associated Person has a right to vote any securities of the Corporation, (E) any proportionate interest in shares of the
Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such
stockholder or any Stockholder Associated Person is a general partner or beneficially owns, directly or indirectly, an
interest in a general partner, (F) any performance-related fees (other than an asset-based fee) that such stockholder or any
Stockholder Associated Person is entitled to based on any increase or decrease in the value of the shares of stock of the
Corporation or Derivative Instruments, (G) any other information relating to such stockholder or any Stockholder Associated
Person, if any, required to be disclosed in a proxy statement or other filing required to be made in connection with
solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest
pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations of the SEC thereunder, (H)
a representation that the stockholder is a holder of record of the Corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to propose such business or nomination, (I) a certification as to whether or
not the stockholder and all Stockholder Associated Persons have complied with all applicable federal, state and other legal
requirements in connection with the stockholder’s and each Stockholder Associated Person’s acquisition of shares
of capital stock or other securities of the Corporation and the stockholder’s and each Stockholder Associated
Person’s acts or omissions as a stockholder (or beneficial owner of securities) of the Corporation, and (J) whether the
stockholder intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the
percentage of the Corporation’s voting shares required under applicable law to carry the proposal or, in the case of a
nomination or nominations, a sufficient number of holders of the Corporation’s voting shares reasonably believed by
such stockholder to be sufficient to elect such nominee or nominees or otherwise to solicit proxies or votes from
stockholders in support of such proposal or nomination. For purposes of these bylaws, a “Stockholder Associated
Person” of any stockholder means (i) any “affiliate” or “associate” (as those terms
are defined in Rule 12b-2 under the Exchange Act) of such stockholder, (ii) any beneficial owner of any capital stock or
other securities of the Corporation owned of record or beneficially by such stockholder, (iii) any person directly or
indirectly controlling, controlled by or under common control with any such Stockholder Associated Person referred to in
clause (i) or (ii) above, and (iv) any person acting in concert in respect of any matter involving the Corporation or its
securities with either such stockholder or any beneficial owner of any capital stock or other securities of the Corporation
owned of record or beneficially by such stockholder. In addition, in order for a nomination to be properly brought before an
annual or special meeting by a stockholder pursuant to clause (iii) of Section 1.2(a), any nominee proposed by a stockholder
shall complete a questionnaire, in a form provided by the Corporation, and deliver a signed copy of such completed
questionnaire to the Corporation within ten (10) days of the date that the Corporation makes available to the stockholder
seeking to make such nomination or such nominee the form of such questionnaire. The Corporation may require any proposed
nominee to furnish such other information as may be reasonably requested by the Corporation to determine the eligibility of
the proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable
stockholder’s understanding of the independence, or lack thereof, of the nominee. The information required to be
included in a notice pursuant to this Section 1.2(c) shall be provided as of the date of such notice and shall be
supplemented by the stockholder not later than ten (10) days after the record date for the determination of stockholders
entitled to notice of the meeting to disclose any changes to such information as of the record date. The information required
to be included in a notice pursuant to this Section 1.2(c) shall not include any ordinary course business activities of any
broker, dealer, commercial bank, trust company or other nominee who is directed to prepare and submit the notice required by
this Section 1.2(c) on behalf of a beneficial owner of the shares held of record by such broker, dealer, commercial bank,
trust company or other nominee and who is not otherwise affiliated or associated with such beneficial owner.


 






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(d)              
Subject to the certificate of incorporation of the Corporation (the “Certificate of Incorporation”),
Section 1.2(i) and applicable law, only persons nominated in accordance with procedures stated in this Section 1.2 shall be eligible
for election as and to serve as members of the Board of Directors and the only business that shall be conducted at an annual meeting
of stockholders is the business that has been brought before the meeting in accordance with the procedures set forth in this Section
1.2. The chairperson of the meeting shall have the power and the duty to determine whether a nomination or any proposal has been
made according to the procedures stated in this Section 1.2 and, if any nomination or proposal does not comply with this Section
1.2, unless otherwise required by law, the nomination or proposal shall be disregarded.


 


(e)              
For purposes of this Section 1.2, “public announcement” means disclosure in a press release reported
by the Dow Jones News Service, Associated Press or a comparable news service or in a document publicly filed or furnished by the
Corporation with or to the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act.


 


(f)               
Notwithstanding the foregoing provisions of this Section 1.2, a stockholder shall also comply with applicable requirements
of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 1.2. Nothing in
this Section 1.2 shall affect any rights, if any, of stockholders to request inclusion of nominations or proposals in the Corporation’s
proxy statement pursuant to applicable provisions of federal law, including the Exchange Act.


 


(g)              
Notwithstanding the foregoing provisions of this Section 1.2, unless otherwise required by law, if the stockholder (or a
qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation
to present a nomination or proposed business or does not provide the information required by Section 1.2(c), including any required
supplement thereto, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that
proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 1.2, to be considered a
qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder
or must be 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 stockholders and such person must produce such writing or electronic transmission,
or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.


 


(h)               Only
such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant
to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting
(1) by or at the direction of the Board of Directors or any committee thereof or (2) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of
record at the time the notice provided for in this Section 1.2 is delivered to the Secretary of the Corporation, who is
entitled to vote at the meeting upon such election and who complies with the notice procedures set forth in this Section 1.2.
In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the
Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as
the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the
stockholder’s notice required by paragraph (b) of this Section 1.2 shall be delivered to the Secretary of the
Corporation at the principal executive offices of the Corporation not earlier than the close of business on the one hundred
twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the
ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which
public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors
to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special
meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described
above.


 






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(i)                
All provisions of this Section 1.2 are subject to, and nothing in this Section 1.2 shall in any way limit the exercise,
or the method or timing of the exercise of, the rights of any person granted by the Corporation to nominate directors, which rights
may be exercised without compliance with the provisions of this Section 1.2.


 


Section 1.3. Special
Meetings; Notice.


 


Special meetings of
the stockholders of the Corporation may be called only to the extent and in the manner set forth in the Certificate of Incorporation.
Notice of every special meeting of the stockholders of the Corporation shall state the purpose or purposes of such meeting. Except
as otherwise required by law, the business conducted at a special meeting of stockholders of the Corporation shall be limited exclusively
to the business set forth in the Corporation’s notice of meeting, and the individual or group calling such meeting shall
have exclusive authority to determine the business included in such notice.


 


Section 1.4. Notice
of Meetings.


 


Notice of the place,
if any, date and time of all meetings of stockholders of the Corporation, 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
the means of remote communications, if any, by which stockholders and proxy holders may be deemed present and vote at such meeting,
and, in the case of all special meetings of stockholders, the purpose or purposes of the meeting, shall be given, not less than
ten (10) nor more than sixty (60) days before the date on which such meeting is to be held (unless a different time is specified
by law or applicable rule or regulation), to each stockholder entitled to notice of the meeting.


 


The Corporation
may postpone or cancel any previously called annual or special meeting of stockholders of the Corporation by making a public
announcement (as defined in Section 1.2(e)) of such postponement or cancellation prior to the meeting. When a previously
called annual or special meeting is postponed to another time, date or place, if any, notice of the place (if any), date and
time of the postponed 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 the means of remote communications,
if any, by which stockholders and proxy holders may be deemed present and vote at such postponed meeting, shall be given in
conformity with this Section 1.4 unless such meeting is postponed to a date that is not more than sixty (60) days after the
date that the initial notice of the meeting was provided in conformity with this Section 1.4.


 






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When a meeting is adjourned
to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof and the means
of remote communication, if any, by which stockholders and proxy holders may be deemed to be present and vote at such adjourned
meeting are announced at the meeting at which the adjournment is taken; provided, however, that 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, or if after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting
the Board of Directors shall fix a new record date for notice of such adjourned meeting in conformity herewith and such notice
shall be given to each stockholder of record entitled to vote at such adjourned meeting as of the record date for notice of such
adjourned meeting. At any adjourned meeting, any business may be transacted that may have been transacted at the original meeting.


 


Section 1.5. Quorum.


 


At any meeting of the
stockholders, the holders of shares of stock of the Corporation entitled to cast a majority of the total votes entitled to be cast
by the holders of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors
(“Voting Stock”), 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 is required by applicable law or the Certificate of Incorporation. If a separate
vote by one or more classes or series is required, the holders of shares entitled to cast a majority of the total votes entitled
to be cast by the holders of the shares of the class or classes or series, present in person or represented by proxy, shall constitute
a quorum entitled to take action with respect to that vote on that matter. A quorum, once established, shall not be deemed to cease
to exist due to the subsequent withdrawal prior to the closing of the meeting of shares of Voting Stock that would result in less
than a quorum remaining present in person or by proxy at such meeting. For the purposes of the immediately preceding sentence,
an adjournment of a meeting shall not constitute the closing of such meeting.


 


If a quorum shall fail
to attend any meeting, the chairperson of the meeting may adjourn the meeting to another place, if any, date and time. At any such
adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally
called.


 


Section 1.6. Organization.


 


The chairperson
of the Board of Directors or, in his or her absence, the person whom the Board of Directors designates or, in the absence of
that person or the failure of the Board of Directors to designate a person, the President of the Corporation or, in his or
her absence, the person chosen by the holders of a majority of the shares of capital stock entitled to vote who are present,
in person or by proxy, shall call to order any meeting of the stockholders of the Corporation and act as chairperson of the
meeting. In the absence of the Secretary or any Assistant Secretary of the Corporation, the secretary of the meeting shall be
the person the chairperson appoints.


 






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Section 1.7. Conduct
of Business.


 


The chairperson of
any meeting of stockholders of the Corporation shall determine the order of business and the rules of procedure for the conduct
of such meeting, including the manner of voting and the conduct of discussion as he or she determines to be in order. The chairperson
shall have the power to adjourn the meeting to another place, if any, date and time. The date and time of the opening and closing
of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. Except to
the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairperson of the meeting shall
have the right and authority to convene and (for any or no reason) to adjourn the meeting, to prescribe such rules, regulations
and procedures and to do all such acts as, in the judgment of such chairperson, 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 chairperson of the meeting,
may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules
and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation
in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons
as the chairperson of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by participants. The chairperson of the meeting of stockholders,
in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant,
determine and declare to the meeting that a nomination or matter of business was not properly brought before the meeting and if
such chairperson should so determine, such chairperson 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 chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary
procedure.


 


Section 1.8. Proxies;
Inspectors.


 


(a)              
At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument
in writing or by a transmission permitted by applicable law, 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 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 that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the
Corporation a revocation of the proxy or a new proxy bearing a later date.


 


(b)               Prior
to a meeting of the stockholders of the Corporation, the Corporation shall appoint one or more inspectors, who may be
employees of the Corporation, to act at a meeting of stockholders of the Corporation and make a written report thereof. The
Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the
extent required by applicable law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before
beginning the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her ability. The inspectors may appoint or retain other persons or
entities to assist the inspectors in the performance of the duties of inspectors. The inspectors shall have the duties
prescribed by applicable law. Unless otherwise provided by the Board of Directors, 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. No
ballot, proxies, votes or any revocation thereof or change thereto shall be accepted by the inspectors after the closing of
the polls. 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 office at an
election may serve as an inspector at such election.


 






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Section 1.9. Voting


 


Except as otherwise
required by applicable law or any rule or regulation of any applicable stock exchange, the Certificate of Incorporation or these
bylaws, all matters other than the election of directors shall be determined by a majority of the votes cast on the matter affirmatively
or negatively. All elections of directors shall be determined by a plurality of the votes cast.


 


Section 1.10. Stock
List.


 


A complete list of
stockholders of the Corporation entitled to vote at any meeting of stockholders of the Corporation, arranged in alphabetical order
for each class of stock and showing the address of each such stockholder and the number of shares registered in the name of such
stockholder, shall be open to the examination of any such stockholder, for any purpose germane to a meeting of the stockholders
of the Corporation, for a period of at least ten (10) days before the meeting (i) 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 (ii) during ordinary
business hours at the principal place of business of the Corporation; provided, however, if the record date for determining
the stockholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the stockholders entitled
to vote as of the tenth (10th) day before such meeting date. The stock list shall also be open to the examination of
any such stockholder during the entire meeting in the manner required by the DGCL. The Corporation may look to this list as the
sole evidence of the identity of the stockholders entitled to vote at a meeting and the number of shares held by each stockholder.


 


SECTION
2 - BOARD OF DIRECTORS


 


Section 2.1. General
Powers and Qualifications of Directors.


 


The business and affairs
of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities
these bylaws expressly confer upon them, the Board of Directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by the DGCL, the Certificate of Incorporation or these bylaws required to be exercised or done
by the stockholders. Directors need not be stockholders of the Corporation to be qualified for election or service as a director
of the Corporation.


 






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Section 2.2. Removal;
Resignation.


 


The directors of the
Corporation may be removed in accordance with the Certificate of Incorporation and the DGCL. Any director may resign at any time
upon notice given in writing, including by electronic transmission, to the Corporation. A resignation shall be effective upon receipt,
unless the resignation otherwise provides.


 


Section 2.3. Regular
Meetings.


 


Regular meetings of
the Board of Directors shall be held at the place (if any), on the date and at the time as shall have been established by the Board
of Directors and publicized among all directors. A notice of a regular meeting, the date of which has been so publicized, shall
not be required.


 


Section 2.4. Special
Meetings.


 


Special meetings of
the Board of Directors may be called by (i) the chairperson of the Board of Directors, (ii) the Chief Executive Officer of the
Corporation, (iii) two or more directors then in office, or (iv) if the Board of Directors then includes a director nominated or
designated for nomination by 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”), by any director nominated or designated for nomination
by a Sponsor Entity, and shall be held at the place, if any, on the date and at the time as he, she or they shall fix. Notice of
the place, if any, date and time of each special meeting shall be given to each director either (a) by mailing written notice thereof
not less than five (5) days before the meeting, or (b) by telephone, facsimile, e-mail or other means of electronic transmission
providing notice thereof not less than twenty-four (24) hours before the meeting. Any and all business may be transacted at a special
meeting of the Board of Directors. “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, (or any similar or successor provision thereto) shall not be a “Transferee.”
For the purpose of these bylaws, “beneficial ownership” shall be determined in accordance with Rule 13d-3 promulgated
under the Exchange Act.


 






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Section 2.5. Quorum.


 


At any meeting of the
Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for all purposes; provided
that prior to the first date (the “Trigger Date”) on which the Sponsor Entities cease collectively to beneficially
own (directly or indirectly) more than 50% of the Voting Stock, it shall be necessary to constitute a quorum, in addition to a
majority of the total number of directors then in office that (a) at least one director nominated or designated for nomination
by the Sponsor Entities be present (other than attendance for the sole purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened) and (b) for an action of the Board of Directors taken at a meeting to be
valid, directors that constitute a quorum must be present (as described in Section 2.6 below) at the time that the vote on such
action is taken.  For the avoidance of doubt, prior to the Trigger Date, if directors that constitute a quorum are not present
(as described in Section 2.6 below) at the time that the vote on any action is taken, a quorum shall not be constituted with respect
to such action, and any vote taken with respect to such action shall not be a valid action of the Board of Directors, notwithstanding
that a quorum of the Board of Directors may have been present at the commencement of such meeting.  If a quorum shall fail
to attend any meeting, a majority of those present may adjourn the meeting to another place, if any, date or time, without further
notice or waiver thereof.


 


Section 2.6. Participation
in Meetings by Conference Telephone, Video Conference or Other Communications Equipment.


 


Members of the Board
of Directors, or of any committee thereof, may participate in a meeting of the Board of Directors or committee thereof by means
of conference telephone, video conference or other communications equipment by means of which all directors participating in the
meeting can hear each other director, and such participation shall constitute presence in person at the meeting.


 


Section 2.7. Conduct
of Business.


 


At any meeting of the
Board of Directors, business shall be transacted in the order and manner that the Board of Directors may from time to time determine,
and all matters shall be determined by the vote of a majority of the directors present, provided a quorum is present at the time
such matter is acted upon, except as otherwise provided in the Certificate of Incorporation or these bylaws or required by applicable
law. The Board of Directors or any committee thereof may take action without a meeting if all members thereof consent thereto in
writing or by electronic transmission, and the writing or writings, or electronic transmission or electronic transmissions, are
filed with the minutes of proceedings of the Board of Directors or any committee thereof. Such filing shall be in paper form if
the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.


 






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Section 2.8. Compensation
of Directors.


 


The Board of Directors
shall be authorized to fix the compensation of directors. The directors of the Corporation shall be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and may be reimbursed a fixed sum for attendance at each meeting of the
Board of Directors, paid an annual retainer or paid other compensation, including equity compensation, as the Board of Directors
determines. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation
therefor. Members of committees shall have their expenses, if any, of attendance of each meeting of such committee reimbursed and
may be paid compensation for attending committee meetings or being a member of a committee.


 


SECTION
3 - COMMITTEES


 


The Board of Directors
may designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve
at the pleasure of the Board of Directors and shall, for those committees, appoint a director or directors to serve as the member
or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member
at any meeting of such committee. In the absence or disqualification of any member of any committee and any alternate member in
his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not
he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting
in the place of the absent or disqualified member. All provisions of this Section 3 are subject to, and nothing in this Section
3 shall in any way limit the exercise, or method or timing of the exercise, of the rights of any person granted by the Corporation
with respect to the existence, duties, composition or conduct of any committee of the Board of Directors.


 


SECTION
4 - OFFICERS


 


Section 4.1. Generally.


 


The officers of
the Corporation shall consist of a Chief Executive Officer, President, one or more Executive Vice Presidents, one or more
Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more
Assistant Treasurers, Chief Commercial Officer and such other officers as the Board of Directors may from time to time
determine, each of whom shall be elected by the Board of Directors and have such authority, functions or duties set forth in
these bylaws or as determined by the Board of Directors. The Chief Executive Officer or President may also appoint such other
officers (including without limitations one or more Vice Presidents and Controllers) as may be necessary or desirable for the
conduct of the business of the Corporation. Such other officers shall have such powers and duties and shall hold their
officers for such terms as may be provided in these bylaws or as may be prescribed by the Board or, if such officer has been
appointed by the Chief Executive Officer or President, as may be prescribed by the appointing officer. Each officer shall
hold office for such term as may be prescribed by the Board of Directors and until such person’s successor shall have
been duly elected and qualified or until such person’s earlier death, disqualification, resignation or removal. Any
number of offices may be held by the same person unless the Certificate of Incorporation or these bylaws otherwise provide; provided, however,
that no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required
by law, the Certificate of Incorporation or these bylaws to be executed, acknowledged or verified by two or more parties.
Officers need not be stockholders or residents of the State of Delaware. The compensation of officers appointed by the Board
of Directors shall be determined from time to time by the Board of Directors or a committee thereof or by the officers as may
be designated by resolution of the Board of Directors.


 






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Section 4.2. President.


 


Unless otherwise determined
by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. Subject to the provisions of
these bylaws and to the direction of the Board of Directors, he or she shall have the responsibility for the general management
and control of the business and affairs of the Corporation and shall perform all duties and have all powers that are commonly incident
to the office of chief executive or which are delegated to him or her by the Board of Directors. In the absence (or inability or
refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when
present at all meetings of the stockholders and the Board. He or she shall have the power to sign all stock certificates, contracts
and other instruments of the Corporation that are authorized and shall have general supervision and direction of all of the other
officers, employees and agents of the Corporation.


 


Section 4.3. Executive
Vice President and Vice President.


 


Each Executive Vice
President and Vice President shall have the powers and duties delegated to him or her by the Board of Directors or the President.
One Executive Vice President may be designated by the Board of Directors to perform the duties and exercise the powers of the President
in the event of the President’s absence or disability.


 


Section 4.4. Secretary
and Assistant Secretaries.


 


The Secretary shall
issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He or
she shall have charge of the corporate books and shall perform other duties as the Board of Directors may from time to time prescribe.


 


Any Assistant Secretary
shall perform such duties and possess such powers as the Board of Directors, the President or the Secretary may from time to time
prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall
be more than one, the Assistant Secretaries in the order determined by the Board of Directors), shall perform the duties and exercise
the powers of the Secretary.


 


Section 4.5. Chief
Financial Officer, Treasurer and Assistant Treasurers.


 


The Chief
Financial Officer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner and
shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of
Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the
custody of all funds and securities of the Corporation. The Chief Financial Officer shall perform other duties commonly
incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the
President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer to assume and
perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each
Treasurer and Assistant Treasurer shall perform other duties commonly incident to his office and shall also perform such
other duties and have such other powers as the Board of Directors, the President or the Chief Financial Officer shall
designate from time to time.


 






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Section 4.6. Chief
Commercial Officer


 


The Chief Commercial
Officer shall perform the duties commonly incident to his office and shall also perform such other duties and have such other powers
as the Board of Directors or the President shall designate from time to time.


 


Section 4.7. Delegation
of Authority.


 


The Board of Directors
may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision
hereof.


 


Section 4.8. Removal;
Resignation.


 


The Board of Directors
may remove any officer of the Corporation at any time, with or without cause, without prejudice to the rights, if any, of such
officer under any contract to which the Corporation or any of its subsidiaries is a party. If any vacancy occurs in any office
of the Corporation, the Board of Directors may elect a successor to fill such vacancy for the remainder of the unexpired term and
until a successor shall have been duly chosen and qualified. Any officer appointed by the President may also be removed, with or
without cause, by the President, as the case may be. Any officer may resign by delivering his or her written or electronically
transmitted resignation to the Corporation addressed to the President or the Secretary, and such resignation shall be effective
upon receipt, unless the resignation otherwise provides. Any vacancy occurring in any office appointed by the President may be
filled by the President, as the case may be, unless the Board of Directors then determines that such officer shall thereupon be
elected by the Board of Directors, in which case the Board of Directors shall elect such officer.


 


Section 4.9. Action
with Respect to Securities of Other Companies


 


Unless otherwise directed
by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders or equityholders of, or with
respect to any action of, stockholders or equityholders of any other entity in which the Corporation may hold securities and otherwise
to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities in such other
entity.


 


SECTION
5 - STOCK


 


Section 5.1. Certificates
of Stock.


 





Shares of the capital
stock of the Corporation may be certificated or uncertificated, subject to the sole discretion of the Board and the requirements
of the DGCL. Each certificate representing capital stock of the Corporation shall be signed by or in the name of the Corporation
by any two authorized officers of the Corporation. 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 shall have
ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the
Corporation with the same effect as if such person were such officer, transfer agent or registrar on the date of issue.


 






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Section 5.2. Transfers
of Stock.


 


Transfers of stock
shall be made only upon the transfer books of the Corporation kept at an office of the Corporation (within or without the State
of Delaware) or by transfer agents designated to transfer shares of the stock of the Corporation.


 


Section 5.3. Lost,
Stolen or Destroyed Certificates.


 


In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to regulations as the Board
of Directors may establish concerning proof of the loss, theft or destruction and concerning the giving of a satisfactory bond
or indemnity, if deemed appropriate.


 


Section 5.4. Regulations.


 


The issue, transfer,
conversion and registration of certificates of stock of the Corporation shall be governed by other regulations as the Board of
Directors may establish.


 


Section 5.5. Record
Date.


 


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 or to
vote at a meeting of stockholders shall be at the close of business on the day 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 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 herewith
at the adjourned meeting.


 






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(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 shall not be more than sixty (60) days
prior to such other 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.


 


SECTION
6 - INDEMNIFICATION AND ADVANCEMENT OF EXPENSES


 


Section 6.1. Indemnification.


 


The Corporation shall,
to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, indemnify, defend and hold
harmless any person (an “Indemnitee”) 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 (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 of the Corporation
or an officer of the Corporation elected by the Board of Directors or, while a director of the Corporation or an officer of the
Corporation elected by the Board of Directors, is or was serving at the request of the Corporation as a director, officer, employee,
member, trustee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise
(including, but not limited to, service with respect to employee benefit plans) (any such entity, an “Other Entity”),
against all liability and loss suffered (including, but not limited to, expenses (including, but not limited to, attorneys’
fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnitee in connection
with such Proceeding). Notwithstanding the preceding sentence, the Corporation shall be required to indemnify an Indemnitee in
connection with a Proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such Proceeding (or part
thereof) by the Indemnitee was authorized by the Board of Directors or the Proceeding (or part thereof) relates to the enforcement
of the Corporation’s obligations under this Section 6.1.


 


Section 6.2. Advancement
of Expenses.


 


The Corporation shall
to the fullest extent not prohibited by applicable law pay, on an as-incurred basis, all expenses (including, but not limited to,
attorneys’ fees and expenses) actually and reasonably incurred by an Indemnitee in defending any Proceeding, which may be
indemnifiable pursuant to this Section 6, in advance of its final disposition. Such advancement shall be unconditional, unsecured
and interest free and shall be made without regard to Indemnitee’s ability to repay any expenses advanced; 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 unsecured undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately
determined that the Indemnitee is not entitled to be indemnified by the Corporation under this Section 6 or otherwise.


 






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Section 6.3. Claims.


 





If a claim for indemnification
(following the final disposition of such Proceeding) or advancement of expenses under this Section 6 is not paid in full within
sixty (60) days after a written claim therefor by the Indemnitee has been received by the Corporation, the Indemnitee may file
suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid 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 Indemnitee is not entitled to the requested indemnification or advancement of expenses under applicable law.


 


Section 6.4. Insurance.


 


The Corporation shall
have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, trustee, employee,
member or agent of the Corporation, or was serving at the request of the Corporation as a director, officer, trustee, employee,
member or agent of an Other Entity, against any liability asserted against the person and incurred by the person in any such capacity,
or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to indemnify
such person against such liability under the provisions of this Section 6 or the DGCL.


 


Section 6.5. Non-Exclusivity
of Rights; Other Indemnification.


 


The rights conferred
on any Indemnitee by this Section 6 are not exclusive of, and shall not be read to limit, restrict or modify in any respect, any
other rights (or any limitations on any other rights) to which such Indemnitee may have or hereafter acquire under any bylaw, agreement,
vote of directors or stockholders or otherwise, and shall inure to the benefit of the heirs and legal representatives of such Indemnitee.
This Section 6 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 Indemnitees or persons other than Indemnitees when and as authorized by appropriate corporate action, including
by separate agreement with the Corporation.


 


Section 6.6. Amounts
Received from an Other Entity.


 


Subject to the terms
of any written agreement between the Indemnitee and the Corporation, the Corporation’s obligation, if any, to indemnify or
to advance expenses to any Indemnitee who was or is serving at the Corporation’s request as a director, officer, employee
or agent of an Other Entity shall be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses
from such Other Entity.


 


Section 6.7. Amendment
or Repeal.


 


Any right to indemnification
or to advancement of expenses of any Indemnitee arising hereunder shall not be eliminated or impaired by an amendment to or repeal
of this Section 6 after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative
action, suit, proceeding or other matter for which indemnification or advancement of expenses is sought.


 






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Section 6.8. Reliance.


 





Indemnitees who after
the date of the adoption of this Section 6 become or remain an Indemnitee described in Section 6.1 will be conclusively presumed
to have relied on the rights to indemnity, advancement of expenses and other rights contained in this Section 6 in entering into
or continuing the service. The rights to indemnification and to the advancement of expenses conferred in this Section 6 will apply
to claims made against any Indemnitee described in Section 6.1 arising out of acts or omissions that occurred or occur either before
or after the adoption of this Section 6 in respect of service as a director or officer of the corporation or other service described
in Section 6.1.


 


Section 6.9. Successful
Defense.


 


In the event that any
proceeding to which an Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including,
without limitation, settlement of such proceeding with or without payment of money or other consideration) it shall be presumed
that the Indemnitee has been successful on the merits or otherwise in such proceeding for purposes of Section 145(c) of the DGCL.
Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing
evidence.


 


Section 6.10. Merger
or Consolidation.


 


For purposes of this
Section 6, references to the “Corporation” shall include, in addition to any resulting corporation in any merger, consolidation
or similar transaction involving the Corporation, any constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Section 6 with
respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate
existence had continued.


 


SECTION
7 - NOTICES


 


Section 7.1. Notices.


 


Except as otherwise
provided herein or permitted by applicable law, notices to directors and stockholders shall be in writing and delivered personally
or mailed to the directors or stockholders at their addresses appearing on the books of the Corporation. If mailed, notice to a
stockholder of the Corporation shall be deemed given when deposited in the mail, postage prepaid, directed to a stockholder at
such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise
may be given effectively to stockholders, any notice to stockholders of the Corporation may be given by electronic transmission
in the manner provided in Section 232 of the DGCL.


 






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Section 7.2. Waivers.


 


A written waiver
of any notice, signed by a stockholder or director, or a waiver by electronic transmission by such person or entity, whether
given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice
required to be given to such person or entity. Neither the business nor the purpose of any meeting need be specified in the
waiver. Attendance at any meeting shall constitute waiver of notice except attendance for the sole purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.


 


SECTION
8 - MISCELLANEOUS


 


Section 8.1. Corporate
Seal.


 


The Board of Directors
may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary of the
Corporation. If and when so directed by the Board of Directors, duplicates of the seal may be kept and used by the Treasurer or
by an Assistant Secretary, Assistant Treasurer or the Chief Financial Officer.


 


Section 8.2. Reliance
upon Books, Reports, and Records.


 


Each director and each
member of any committee designated by the Board of Directors of the Corporation shall, in the performance of his or her duties,
be fully protected in relying in good faith upon the books and records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers, agents or employees, or committees of the Board of Directors
so designated, or by any other person or entity as to matters which such director or committee member reasonably believes are within
such other person’s or entity’s professional or expert competence and that has been selected with reasonable care by
or on behalf of the Corporation.


 


Section 8.3. Fiscal
Year.


 


The fiscal year of
the Corporation shall be the calendar year or as otherwise fixed by the Board of Directors.


 


Section 8.4. Time
Periods. 


 


In applying any provision
of these bylaws that requires that an act be done or not be done a specified number of days before an event or that an act be done
during a specified number of days before an event, calendar days shall be used, the day of the doing of the act shall be excluded,
and the day of the event shall be included.


 


SECTION
9 - AMENDMENTS


 


These bylaws may be
altered, amended or repealed in accordance with the Certificate of Incorporation and the DGCL.


 






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SECTION
10 - Severability


 


If any provision
or provisions of these bylaws 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 these bylaws (including, without limitation, each portion of any paragraph of these bylaws 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 these bylaws (including, without limitation, each such portion of any paragraph of these bylaws 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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