Exhibit 10.9


 


BYLAWS
OF


 


FLEXJET, INC.


 


(A
DELAWARE CORPORATION)


 






     


     


    

 


Table
of Contents


 


	 	 	 	Page
	 	 	 	 
	Article I
    - Corporate Offices	1
	 	 	 	 
	 	1.1	Registered Office	1
	 	1.2	Other Offices	1
	 	 	 	 
	Article II
    - Meetings of Stockholders	1
	 	 	 	 
	 	2.1	Place of Meetings	1
	 	2.2	Annual Meeting	1
	 	2.3	Special Meeting	1
	 	2.4	Advance Notice Procedures
    for Business Brought before a Meeting	2
	 	2.5	Advance Notice Procedures
    for Nominations of Directors	6
	 	2.6	Notice of Stockholders’
    Meetings	10
	 	2.7	Manner of Giving Notice;
    Affidavit of Notice	11
	 	2.8	Quorum	11
	 	2.9	Adjourned Meeting; Notice	11
	 	2.10	Conduct of Business	11
	 	2.11	Voting	12
	 	2.12	Record Date for Stockholder
    Meetings and Other Purposes	12
	 	2.13	Proxies	13
	 	2.14	List of Stockholders Entitled
    to Vote	13
	 	2.15	Inspectors of Election	13
	 	2.16	Virtual Meeting	14
	 	2.17	Delivery to the Corporation	14
	 	 	 	 
	Article III
    – Directors	15
	 	 	 	 
	 	3.1	Powers	15
	 	3.2	Number of Directors	15
	 	3.3	Election, Qualification
    and Term of Office of Directors	15
	 	3.4	Resignation and Vacancies	15
	 	3.5	Place of Meetings; Meetings
    by Telephone	15
	 	3.6	Regular Meetings	15
	 	3.7	Special Meetings; Notice	16
	 	3.8	Quorum	16
	 	3.9	Action by Unanimous Consent
    Without a Meeting	16
	 	3.10	Fees and Compensation of
    Directors	16
	 	3.11	Removal	17
	 	3.12	Chairperson, Vice Chairperson	17
	 	 	 	 
	Article IV
    - Committees	17
	 	 	 	 
	 	4.1	Committees of Directors	17
	 	4.2	Committee Minutes	17
	 	4.3	Meetings and Actions of
    Committees	17
	 	 	 	 
	Article V
    - Officers	18
	 	 	 	 
	 	5.1	Officers	18
	 	5.2	Appointment of Officers	18
	 	5.3	Subordinate Officers	18
	 	5.4	Removal and Resignation
    of Officers	19
	 	5.5	Vacancies in Offices	19



 






    (i)


     


    

 


Table
of Contents


(continued)




 


	 	5.6	Representation
    of Securities of Other Entities	19
	 	5.7	Tenure, Authority and Duties
    of Officers	19
	 	 	 	 
	Article VI
    - Records	19
	 	 	 	 
	Article VII
    - General Matters	20
	 	 	 	 
	 	7.1	Execution of Corporate
    Contracts and Instruments	20
	 	7.2	Stock Certificates	20
	 	7.3	Lost Certificates	20
	 	7.4	Shares Without Certificates	20
	 	7.5	Dividends	21
	 	7.6	Fiscal Year	21
	 	7.7	Seal	21
	 	7.8	Transfer of Stock	21
	 	7.9	Stock Transfer Agreements	21
	 	7.10	Registered Stockholders	21
	 	7.11	Waiver of Notice	21
	 	 	 	 
	Article VIII
    - Notice by Electronic Transmission	22
	 	 	 	 
	 	8.1	Notice by Electronic Transmission	22
	 	8.2	Definition of Electronic
    Transmission	22
	 	 	 	 
	Article IX
    - Indemnification	23
	 	 	 	 
	 	9.1	Indemnification of Directors
    and Officers	23
	 	9.2	Indemnification of Others	24
	 	9.3	Prepayment of Expenses	24
	 	9.4	Determination; Claim	24
	 	9.5	Non-Exclusivity of Rights	24
	 	9.6	Insurance	24
	 	9.7	Other Indemnification	25
	 	9.8	Continuation of Indemnification	25
	 	9.9	Amendment or Repeal; Interpretation	25
	 	 	 	 
	Article X
    - Definitions	25
	 	 	 	 
	Article XI
    – Limitations of Ownership by Non-Citizens	26
	 	 	 	 
	Article XII
    – Lock-Up	28


 






    (ii)


     


    

 


Bylaws
of


 




Flexjet, Inc.


 





 



 


Article I
- Corporate Offices


 


1.1            Registered
Office.


 


The
address of the registered office of Flexjet, Inc. (the “Corporation”) in the State of Delaware, and the name
of its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may
be amended and/or restated from time to time (the “Certificate of Incorporation”).


 


1.2            Other
Offices.


 


The
Corporation may have additional offices at any place or places, within or outside the State of Delaware, as the Corporation’s board
of directors (the “Board”) may from time to time establish or as the business of the Corporation may require.


 


Article II
- Meetings of Stockholders


 


2.1            Place
of Meetings.


 


Meetings
of stockholders shall be held at such place, if any, within or outside the State of Delaware, designated by the Board. The Board may,
in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means
of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”).
In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal
executive offices.


 


2.2            Annual
Meeting.


 


The
Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business
properly brought before the meeting in accordance with Section 2.4 may be transacted. The Board may postpone, reschedule or cancel
any annual meeting of stockholders previously scheduled by the Board.


 


2.3            Special
Meeting.


 


Special
meetings of the stockholders may be called only by such Persons and only in such manner as set forth in the Certificate of Incorporation.
The Board may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board.


 


No
business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting.


 






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2.4            Advance
Notice Procedures for Business Brought before a Meeting.


 


(i)            At
an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.
To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting (or any supplement thereto)
given by or at the direction of the Board, (b) if not specified in a notice of meeting, otherwise properly brought before the meeting
by or at the direction of the Board, or (c) otherwise properly brought before the meeting by a stockholder present in person who
(1) was a stockholder of record of the Corporation both at the time of giving the notice provided for in this Section 2.4 and
at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with this Section 2.4. The foregoing
clause (c) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders.
The only matters that may be brought before a special meeting are the matters specified in the Corporation’s notice of meeting
given by or at the direction of the Board pursuant to the Certificate of Incorporation and Section 2.3 of these bylaws. For purposes
of this Section 2.4 and Section 2.5 of these bylaws, “present in person” shall mean that the stockholder proposing
that the business be brought before the annual meeting of the Corporation, or, if the proposing stockholder is not an individual, a qualified
representative of such proposing stockholder, appear at such annual meeting, and a “qualified representative” of such proposing
stockholder shall be, if such proposing stockholder is (x) a general or limited partnership, any general partner or Person who functions
as a general partner of the general or limited partnership or who controls the general or limited partnership, (y) a corporation
or a limited liability company, any officer or Person who functions as an officer of the corporation or limited liability company or
any officer, director, general partner or Person who functions as an officer, director or general partner of any entity ultimately in
control of the corporation or limited liability company or (z) a trust, any trustee of such trust. This Section 2.4 shall apply
to any business that may be brought before an annual meeting of stockholders other than nominations for election to the Board at an annual
meeting, which shall be governed by Section 2.5 of these bylaws. Stockholders seeking to nominate Persons for election to the Board
must comply with Section 2.5 of these bylaws, and this Section 2.4 shall not be applicable to nominations for election to the
Board except as expressly provided in Section 2.5 of these bylaws.


 


(ii)            Without
qualification, for business (other than (A) nominations of persons for election to the Board, which must be made in compliance with
and are governed exclusively by Section 2.5) to be properly brought before an annual meeting by a stockholder, the stockholder must
(a) provide Timely Notice (as defined below) thereof in writing and in proper form to the secretary of the Corporation and (b) provide
any updates or supplements to such notice at the times and in the forms required by this Section 2.4. To be timely, a stockholder’s
notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than the Close of
Business (as defined below) on the ninetieth (90th) day and not earlier than the Close of Business on the one hundred twentieth
day (120th) day, in each case, prior to the one-year anniversary of the preceding year’s annual meeting (which date
shall, for purposes of the Corporation’s annual meeting of stockholders in the year of the closing of the business combination
contemplated by that certain Business Combination Agreement dated as of October [●], 2022 by and between Horizon Acquisition
Corporation II, OTH Merger Sub 1, LLC, Flexjet, Inc., Flexjet Sub, LLC and Epic Aero, Inc. (the “Business Combination”),
be deemed to have occurred on [●], 202[●]); provided, however, that if the date of the annual meeting is more than
thirty (30) days before or more than seventy (70) days after such anniversary date, or if no annual meeting was held in the preceding
year, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the close of business on the
later of (i) the Close of Business on the ninetieth (90th) day prior to such annual meeting or (ii) the Close of
Business on the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first
made, whichever date is later (such notice within such time periods, “Timely Notice”). In no event shall any adjournment
or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving
of Timely Notice as described above. “Close of Business” shall mean 5:00 p.m. Eastern Time on any calendar day,
whether or not the day is a business day.


 


(iii)            To
be in proper form for purposes of this Section 2.4, a stockholder’s notice to the secretary shall set forth:


 


(a)            As
to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name
and address that appear on the Corporation’s books and records); and (B) the number of shares of each class or series of stock
of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under
the Exchange Act) by such Proposing Person or any of its affiliates or associates (for purposes of these bylaws, as such terms are defined
in Rule 12b-2 promulgated under the Exchange Act), except that such Proposing Person shall in all events be deemed to beneficially
own any shares of any class or series of stock of the Corporation as to which such Proposing Person or any of its affiliates or associates
has a right to acquire beneficial ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses (A) and
(B) are referred to as “Stockholder Information”);


 






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(b)            As
to each Proposing Person, (A) the full notional amount of any securities that, directly or indirectly, underlie any “derivative
security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent
position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”)
and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of
stock of the Corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term
 “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative
security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or
instrument becoming determinable only at some future date or upon the happening of a future occurrence (including, without limitation,
any derivative, swap, hedge, repurchase or so-called “stock borrowing” agreement or arrangement, the purpose or
effect of which is to, directly or indirectly (a) give a Person economic benefit and/or risk similar to ownership of shares of any
class or series of capital stock of the Corporation, in whole or in part, including due to the fact that such transaction, agreement
or arrangement provides, directly or indirectly, the opportunity to profit or avoid a loss from any increase or decrease in the value
of any shares of any class or series of capital stock of the Corporation, (b) mitigate loss to, reduce the economic risk of or manage
the risk of share price changes for, any Person with respect to any shares of any class or series of capital stock of the Corporation,
(c) otherwise provide in any manner the opportunity to profit or avoid a loss from any decrease in the value of any shares of any
class or series of capital stock of the Corporation, or (d) increase or decrease the voting power of any Person with respect to
any shares of any class or series of capital stock of the Corporation) in which case the determination of the amount of securities into
which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately
convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying
the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under
the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any
securities that underlie a Synthetic Equity Position held by such Proposing Person as a hedge with respect to a bona fide derivatives
trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives
dealer, (B) any performance-related fee (other than an asset-based fee) that such Proposing Person, directly or indirectly, is entitled
to receive that is based on any increase or decrease in the value of shares of any class or series of capital stock of the Corporation
or any Synthetic Equity Position, (C) any rights to dividends or distributions on the shares of any class or series of stock of
the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation,
(D) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving
the Corporation or any of its officers or directors, or any affiliate of the Corporation, (E) any other material relationship between
such Proposing Person, on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand, (F) any direct
or indirect material interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of
the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (G) any
proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, Section 14(a) of
the Exchange Act by way of a solicitation statement filed on Schedule 14A), agreement, arrangement, understanding or relationship pursuant
to which such Proposing Person has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock
of the Corporation and (H) any other information relating to such Proposing Person that would be required to be disclosed in a proxy
statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support
of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to
be made pursuant to the foregoing clauses (A) through (G) are referred to as “Disclosable Interests”); provided,
however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities
of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder
directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner;


 






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(c)            As
to each item of business that the stockholder proposes to bring before the annual meeting, (A) a brief description of the business
desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest
in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed
for consideration and, if such business includes a proposal to amend these bylaws or the Certificate of Incorporation, the text of such
proposed amendment), (C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or
among any of the Proposing Persons or (y) between or among any Proposing Person and any other Person (including their names) in
connection with the proposal of such business by such Proposing Person or in connection with acquiring, holding, disposing or voting
of any shares of any class or series of capital stock of the Corporation, (D) identification of the names and addresses of other
stockholders (including beneficial owners) known by any of the Proposing Persons to support such nominations or other business proposal(s),
and to the extent known, the class and number of all shares of the Corporation’s capital stock owned of record or beneficially
by such other stockholder(s) or other beneficial owner(s) and (E) any other information relating to such item of business
that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies
in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act and the
rules and regulations promulgated thereunder; provided, however, that the disclosures required by this Section 2.4(iii) shall
not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person
solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial
owner;


 


(d)            An
acknowledgement that if such stockholder giving the notice (or such stockholder’s qualified representative) does not appear at
such meeting (including virtually in the case of a meeting held solely by means of remote communication) to present the proposed business,
the Corporation need not present such proposed business for a vote at such meeting, notwithstanding that proxies in respect of such vote
may have been received by the Corporation;


 






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(e)            A
representation as to whether or not the Proposing Person intends (or is part of a group that intends) to (1) deliver a proxy statement
and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under the DGCL, the Certificate
of Incorporation and these bylaws to carry the proposal (an affirmative statement of such intent being a “Solicitation Notice”)
or (2) otherwise engage in a solicitation (within the meaning of Rule 14a-1(l) under the Exchange Act) with respect to
the proposal, and if so, the name of each participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in such solicitation;
and


 


(f)            Such
written consent of the Proposing Person to the public disclosure of information provided to the Corporation pursuant to this Section 2.4.


 


(iv)            For
purposes of this Section 2.4, the term “Proposing Person” shall mean (a) the stockholder providing the notice
of business proposed to be brought before an annual meeting, (b) the beneficial owner or beneficial owners, if different, on whose
behalf the notice of the business proposed to be brought before the annual meeting is made, and (c) any participant (as defined
in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.


 


(v)            A
Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if
necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true
and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting
or any adjournment, rescheduling or postponement thereof, and such update and supplement shall be delivered to, or mailed and received
by, the secretary at the principal executive offices of the Corporation not later than the Close of Business five (5) business days
after the record date for notice of the meeting (in the case of the update and supplement required to be made as of such record date),
and not later than the Close of Business eight (8) business days prior to the date for the meeting or, if practicable, any adjournment
or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned
or postponed) in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or
any adjournment or postponement thereof. If the Proposing Person has provided the Corporation with a Solicitation Notice, such Proposing
Person must have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting
shares required under the DGCL, the Certificate of Incorporation and these bylaws to carry any such proposal and must have included in
such materials the Solicitation Notice. If no Solicitation Notice relating thereto has been timely provided pursuant to this Section 2.4,
the Proposing Person must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice
under this Section 2.4. Notwithstanding the foregoing provisions of this Section 2.4, unless otherwise required by law, if
the stockholder giving the notice required by this Section 2.4 (or such stockholder’s qualified representative) does not appear
at the annual or special meeting of stockholders of the Corporation to present the proposed item of business, such proposed business
shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.


 


(vi)            Notwithstanding
anything in these bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the
meeting in accordance with this Section 2.4. The Board or a designated committee thereof shall have the power to determine whether
business proposed to be brought before the annual meeting was made in accordance with the provisions of these bylaws. If neither the
Board nor such designated committee makes a determination as to whether any nomination was made in accordance with the provisions of
these bylaws, the chairperson of the meeting shall, if the facts warrant, determine that the business was not properly brought before
the meeting in accordance with this Section 2.4, and if he or she should so determine, he or she shall so declare to the meeting.
If the Board or a designated committee thereof or the chairperson of the meeting, as applicable, determines that any stockholder proposal
was not made in accordance with the provisions of this Section 2.4, any such business not properly brought before the meeting shall
not be transacted.


 






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(vii)            In
addition to the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each
Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this
Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy
statement pursuant to Rule 14a-8 under the Exchange Act or the holders of any series of Preferred Stock (as defined in the Certificate
of Incorporation).


 


(viii)            For
purposes of these bylaws, (i) “public disclosure” shall mean disclosure in a press release reported by a national
news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13,
14 or 15(d) of the Exchange Act and (ii)  “qualified representative” shall mean (1) a duly authorized
officer, manager or partner of the stockholder giving the notice required by this Section 2.4 or Section 2.5 of these bylaws
or (2) a person authorized by a writing executed by such stockholder (or a reliable reproduction or electronic transmission of such
a writing) delivered by such stockholder to the Secretary of the Corporation at the principal executive offices of the Corporation prior
to the making of any nomination or proposal at a stockholder meeting stating that such person is authorized to act for such stockholder
as proxy at the meeting of stockholders, which writing or electronic transmission, or a reliable reproduction of the writing or electronic
transmission, must be produced at least 24 hours prior to the meeting of stockholders.


 


2.5            Advance
Notice Procedures for Nominations of Directors.


 


(i)            Annual
Meeting of Stockholders. Nominations of any person for election to the Board in the case of an annual meeting may be made at such
meeting only (1) by or at the direction of the Board or a committee thereof, (2) as provided in the stockholders agreement,
dated [●], 202[●] between [●] and the Corporation (the “Stockholders Agreement”), or (3) by
a stockholder present in person (as defined in Section 2.4) who (i) was a record owner of shares of the Corporation both at
the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (ii) is entitled to vote at
the meeting and (iii) has complied with this Section 2.5 as to such notice and nomination.


 


(a)            The
foregoing clause (3) shall be the exclusive means for a stockholder, other than as provided in the Stockholders Agreement, to make
any nomination of a Person or Persons for election to the Board at any annual meeting of stockholders.


 


(b)            Without
qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting pursuant
to Section 2.5(i)(c), the stockholder must (A) provide Timely Notice (as defined in Section 2.4(ii) of these bylaws)
thereof in writing and in proper form to the secretary of the Corporation, (B) provide the information, agreements and questionnaires
with respect to such stockholder and its candidate for nomination as required to be set forth by this Section 2.5, and (C) provide
any updates or supplements to such notice at the times and in the forms required by this Section 2.5. In no event shall any adjournment
or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving
of a stockholder’s notice as described above. The number of nominees a Nominating Person may nominate for election at the annual
meeting pursuant to Section 2.5(i)(c) of these bylaws shall not exceed the number of directors to be elected at such annual
meeting.


 






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(c)            To
be in proper form for purposes of Section 2.5(i)(c), a stockholder’s notice to the secretary shall set forth:


 


(A)            As
to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(iii)(a) of these bylaws)
except that for purposes of this Section 2.5, the term “Nominating Person” shall be substituted for the term “Proposing
Person” in all places it appears in Section 2.4(iii)(a);


 


(B)            As
to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(iii)(b) and the information required by Section 2.4(iii)(c),
except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing
Person” in all places it appears in Section 2.4(iii)(b) and Section 2.4(iii)(c) and the information required
by Section 2.4(iii)(c) shall be made with respect to nomination of each Person for election as a director at the meeting;


 


(C)            As
to each candidate whom a Nominating Person proposes to nominate for election as a director, (1) all information with respect to
such candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5
if such candidate for nomination were a Nominating Person, (2) all information relating to such candidate for nomination that is
required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election
of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written
consent to being named in the proxy statement as a nominee and to serving as a director if elected), (3) a description of any direct
or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each
candidate for nomination or any other participants in such solicitation, on the other hand, including, without limitation, all information
that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant”
for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant (the disclosures
to be made pursuant to the foregoing clauses (1) through (3) are referred to as “Nominee Information”),
and (4) a completed and signed questionnaire, representation and agreement as provided in Section 2.5(e);


 


(D)            An
acknowledgement that if the stockholder giving the notice (or such stockholder’s qualified representative) does not appear at such
meeting (including virtually in the case of a meeting held solely by means of remote communication) to present the stockholder’s
proposed nominee for election, the Corporation need not present such nominee for election, notwithstanding that proxies in respect of
such vote may have been received by the Corporation;


 


(E)            A
representation as to whether or not the Nominating Person intends (or is part of a group that intends) to (1) deliver a proxy statement
and form of proxy to at least sixty seven percent (67%) of voting power of all of the shares of capital stock of the Corporation (an
affirmative statement of such intent being a “Nominee Solicitation Notice”) or (2) otherwise engage in a solicitation
(within the meaning of Rule 14a-1(l) under the Exchange Act) with respect to the nomination, and if so, the name of each participant
(as defined in Item 4 of Schedule 14A under the Exchange Act) in such solicitation; and


 


(F)            Any
other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be
made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder.


 






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(d)            A
stockholder providing notice of any nomination proposed to be made at the applicable meeting of stockholders shall further update and
supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5
shall be true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior
to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received
by, the secretary at the principal executive offices of the Corporation not later than the Close of Business five (5) business days
after the record date for notice of the meeting (in the case of the update and supplement required to be made as of such record date),
and not later than the Close of Business eight (8) business days prior to the date for the meeting or, if practicable, any adjournment
or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned
or postponed) in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or
any adjournment or postponement thereof. If the Nominating Person has provided the Corporation with a Nominee Solicitation Notice,
such stockholder or beneficial owner must have delivered a proxy statement and form of proxy to holders of at least sixty seven percent
(67%) of the Corporation’s voting shares, and must have included in such materials the Nominee Solicitation Notice. If no Nominee
Solicitation Notice relating thereto has been timely provided, the Nominating Person proposing such business or nomination must not have
solicited a number of proxies sufficient to have required the delivery of such a Nominee Solicitation Notice. Notwithstanding the foregoing
provisions, unless otherwise required by law, if the stockholder giving the notice required by this section (or such stockholder’s
qualified representative) does not appear at the meeting of stockholders of the Corporation to present its nomination, such nomination
shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation.


 


(e)            To
be eligible to be a candidate for election as a director of the Corporation at the applicable meeting of stockholders, a candidate must
be nominated in the manner prescribed in this Section 2.5 and the candidate for nomination, whether nominated by the Board or by
a stockholder of record, must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such
candidate given by or on behalf of the Board), to the secretary at the principal executive offices of the Corporation, (1) a completed
written questionnaire (in the form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence
of such candidate for nomination and (2) upon request of the Corporation, a written representation and agreement (in the form provided
by the Corporation) that such candidate for nomination (A) is not, and will not become a party to, any agreement, arrangement or
understanding with any Person other than the Corporation with respect to any direct or indirect compensation or reimbursement for service
as a director of the Corporation that has not been disclosed therein, (B) understands his or her duties as a director under the
DCGL, the Certificate of Incorporation and the policies and guidelines of the Corporation applicable to all directors and agrees to act
in accordance with those duties while serving as a director, (C) is not or will not become a party to any agreement, arrangement
or understanding with, and has not given any commitment or assurance to, any Person as to how such nominee, if elected as a director,
will act or vote as a director on any issue or question to be decided by the Board, in any case, to the extent that such arrangement,
understanding, commitment or assurance (i) could limit or interfere with his or her ability to comply, if elected as director of
the Corporation, with his or her fiduciary duties under applicable law or with policies and guidelines of the Corporation applicable
to all directors or (ii) has not been disclosed to the Corporation prior to or concurrently with the Nominating Person’s submission
of the nomination, and (D) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict
of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to all directors
and in effect during such Person’s term in office as a director (and, if requested by any candidate for nomination, the secretary
of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect).


 






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


 


(ii)            Special
Meetings of Stockholders. No business may be transacted at any special meeting of stockholders other than the business specified
in the notice of such meeting. Nominations of persons for election to the Board 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 or a committee
thereof, (2) as provided in the Stockholders Agreement or (3) provided that the Board has determined that directors shall be
elected at such meeting, by a stockholder present in person (as defined in Section 2.4) who (i) was a record owner of shares
of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (ii) is
entitled to vote at the meeting and (iii) has complied with this Section 2.5 as to such notice and nomination. The foregoing
clause (3) shall be the exclusive means for a stockholder, other than as provided in the Stockholders Agreement, to make any nomination
of a Person or Persons for election to the Board at any special meeting of stockholders. In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more directors to the Board, 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 as required by and meeting the requirements of paragraphs (i)(b),
(i)(c), (i)(d), (i)(e) and (i)(f) of this Section 2.5 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 to be elected at such meeting. In no event shall any adjournment or postponement of a special
meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice
as described above.


 


(iii)            General.


 


(a)            For
purposes of this Section 2.5, the term “Nominating Person” shall mean (1) the stockholder providing
the notice of the nomination proposed to be made at the meeting, (2) the beneficial owner or beneficial owners, if different, on
whose behalf the notice of the nomination proposed to be made at the meeting is made, and (3) any other participant in such solicitation.


 


(b)            Notwithstanding
anything in these bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation
unless nominated and elected in accordance with this Section 2.5; provided, however, that, notwithstanding anything
in these bylaws to the contrary, for as long as the Stockholders Agreement remains in effect, any nomination made pursuant to the Stockholders
Agreement shall not be subject to the procedures or requirements set forth in this Section 2.5.


 






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(c)            In
addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating
Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.


 


(d)            No
candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating Person
seeking to place such candidate’s name in nomination has complied with this Section 2.5, as applicable. The Board or a designated
committee thereof shall have the power to determine whether a nomination before the applicable meeting of stockholders was made in accordance
with the provisions of these bylaws. If neither the Board nor such designated committee makes a determination as to whether any nomination
was made in accordance with the provisions of these bylaws, the chairperson of the meeting shall, if the facts warrant, determine that
a nomination was not properly made in accordance with this Section 2.5, and if he or she should so determine, he or she shall so
declare such determination to the meeting; provided, however, that nothing herein shall limit the power and authority of the Board
or such designated committee to make any such determination in advance of such meeting. If the Board or a designated committee thereof
or the chairperson of the meeting, as applicable, determines that any nomination was not made in accordance with the provisions of this
Section 2.5, the nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form
of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.


 


(e)            Unless
otherwise required by law, if any Nominating Person giving notice as required in accordance with this Section 2.5 and pursuant to
Rule 14a-19(b) promulgated under the Exchange Act subsequently fails to comply with any of the requirements of these Bylaws
(including this Section 2.5) and Rule 14a-19 promulgated under the Exchange Act (including Rule 14a-19(a)(2) and
Rule 14a-19(a)(3)), then the Corporation shall disregard any proxies or votes solicited for the Nominating Person’s nominee.
Upon request by the Corporation, if any Nominating Person provides notice in accordance with this Section 2.5 and pursuant to Rule 14a-19(b) promulgated
under the Exchange Act, such Nominating Person shall deliver to the Corporation, no later than five (5) business days prior to the
applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange
Act and this Section 2.5.


 


2.6            Notice
of Stockholders’ Meetings.


 


Unless
otherwise provided by applicable law, the Certificate of Incorporation or these bylaws, the notice of any meeting of stockholders shall
be sent or otherwise given in accordance with either Section 2.7 or Section 8.1 of these bylaws not less than ten (10) nor
more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify
the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may
be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at
the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is called.


 






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2.7            Manner
of Giving Notice; Affidavit of Notice.


 


Notice
of any meeting of stockholders shall be deemed given:


 


(i)            if
mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on
the Corporation’s records;


 


(i)            if
delivered by courier service, at the earlier of when the notice is received or left at such stockholder’s address; or


 


(ii)            if
electronically transmitted as provided in Section 8.1 of these bylaws.


 


An
affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or any other agent of the Corporation
that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.


 


2.8            Quorum.


 


Unless
otherwise provided by applicable law, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of
the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by
proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, a quorum is not present
or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting or (ii) a majority in voting
power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented
by proxy, shall have power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until
a quorum is present or represented.


 


2.9            Adjourned
Meeting; Notice.


 


When
a meeting is adjourned to another time or place (including, without limitation, in the case of an adjournment taken to address a technical
failure to convene or continue a meeting using remote communication), if any, notice need not be given of the adjourned meeting if the
time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to
be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed,
during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate
in the meeting by means of remote communication or (iii) set forth in the notice of meeting given in accordance with these bylaws.
At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the
adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the
adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the
same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice
of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.


 


2.10            Conduct
of Business.


 


The
date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting by the chairperson of the meeting. The Board may adopt by resolution such rules and regulations for the
conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or
no reason) to recess and/or 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 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. Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary procedure.


 






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2.11            Voting.


 


Except
as may be otherwise provided in the Certificate of Incorporation, these bylaws or the DGCL, each stockholder shall be entitled to one
vote for each share of capital stock held by such stockholder.


 


Except
as otherwise provided by the Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum
is present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise
provided by the Certificate of Incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the Corporation,
or applicable law, or pursuant to any regulation applicable to the Corporation or its securities, each other matter presented to the
stockholders at a duly called or convened meeting at which a quorum is present shall be decided by the affirmative vote of the holders
of a majority of the votes cast (excluding abstentions and broker non-votes) on such matter.


 


2.12            Record
Date for Stockholder Meetings and Other Purposes.


 


In
order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof,
the Board 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, and which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting.
If the Board 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 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, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be the Close of Business on the next day preceding the day on which notice is
first 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 may fix a new record date for 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.


 


If
stockholder action by consent in lieu of a meeting is not prohibited by the Certificate of Incorporation, in order that the Corporation
may determine the stockholders entitled to express consent to corporate action in lieu of a meeting, the Board 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, and which record
date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board. If no record
date for determining stockholders entitled to express consent to corporate action in lieu of a meeting is fixed by the Board, (i) when
no prior action of the Board is required by law, the record date for such purpose shall be the first date on which a signed consent setting
forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior
action by the Board is required by law, the record date for such purpose shall be at the close of business on the day on which the Board
adopts the resolution taking such prior action.


 






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In
order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment
or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of capital stock,
or for the purposes of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.
If no 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 adopts the resolution relating thereto.


 


2.13            Proxies.


 


Each
stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting
may authorize another Person or Persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission
permitted by law filed in accordance with the procedure established for the meeting, 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 duly executed 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. The authorization of a Person to act as a proxy may be documented, signed and delivered in accordance with Section 116 of
the DGCL, provided that such authorization shall set forth, or be delivered with information enabling the Corporation to determine, the
identity of the stockholder granting such authorization.


 


2.14            List
of Stockholders Entitled to Vote.


 


The
Corporation shall prepare, no later than the tenth (10th) day before each meeting of stockholders, a complete list of the
stockholders of record entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled
to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of
the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number and
class of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses
or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of 10 days ending on the day prior to the meeting date: (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 Corporation’s principal executive offices. In the event that the Corporation determines to make
the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only
to stockholders of the Corporation. Such list shall presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them. Except as otherwise provided by applicable law, the stock ledger shall be the
only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.14 or to vote
in Person or by proxy at any meeting of stockholders.


 


2.15            Inspectors
of Election.


 


Before
any meeting of stockholders, the Corporation shall appoint an inspector or inspectors of election to act at the meeting or its adjournment
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 any Person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the chairperson
of the meeting shall appoint a Person to fill that vacancy.


 






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Such
inspectors shall:


 


(i)            determine
the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity of any
proxies and ballots;


 


(ii)            count
all votes or ballots;


 


(iii)            count
and tabulate all votes;


 


(iv)            determine
and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and


 


(v)            certify
its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots.


 


Each
inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties
of inspection with strict impartiality and according to the best of such inspector’s ability. Any report or certificate made by
the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such Persons to
assist them in performing their duties as they determine. In determining the validity and counting of proxies and ballots cast at any
meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person
who is a candidate for an office at an election may serve as an inspector at such election. If there is more than one inspector, the
report of a majority shall be the report of the inspectors.


 


2.16            Virtual
Meeting.


 


The
Board may, in its sole discretion, determine that stockholder meetings shall not be held at any place, but may instead be held solely
by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If authorized by the Board in its sole discretion,
and subject to such guidelines and procedures as the Board may adopt, stockholders and proxy holders not physically present at a meeting
of stockholders may, by means of remote communication (i) participate in a meeting of stockholders; and (ii) be deemed present
in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote
communication, provided that (a) the Corporation shall implement reasonable measures to verify that each person deemed present and
permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder; (b) the Corporation shall implement
reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote
on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently
with such proceedings; and (c) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote
communication, a record of such vote or other action shall be maintained by the Corporation.


 


2.17            Delivery
to the Corporation.


 


Whenever
this Article II requires one or more Persons (including a record or beneficial owner of stock) other than any party to the Stockholders
Agreement to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request,
questionnaire, revocation, representation or other document or agreement), unless the Corporation otherwise provides, such document or
information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including,
without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall
not be required to accept delivery of any document not in such written form or so delivered.


 






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Article III–
Directors


 


3.1            Powers.


 


Except
as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by
or under the direction of the Board.


 


3.2            Number
of Directors.


 


Subject
to the Certificate of Incorporation and the rights of any party to the Stockholders Agreement with respect to the election of directors,
the total number of directors constituting the Board shall be determined from time to time by resolution of the Board. No reduction of
the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.


 


3.3            Election,
Qualification and Term of Office of Directors.


 


Except
as provided in the Certificate of Incorporation, each director shall hold office until the expiration of the term of the class, if any,
for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation,
disqualification, or removal. Directors need not be stockholders. The Certificate of Incorporation or these bylaws may prescribe qualifications
for directors.


 


3.4            Resignation
and Vacancies.


 


Any
director may resign at any time upon notice given in writing or by electronic transmission to the Board or to the chairperson of the
Board. The resignation shall take effect at the time specified therein or upon the happening of an event specified therein, and if no
time or event is specified, at the time of its receipt. Subject to the rights of any party to the Stockholders Agreement with respect
to the election of directors, when one or more directors so resigns and the resignation is effective at a future date or upon the happening
of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned but whose resignations
have not yet become effective, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation
or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other
vacancies.


 


Vacancies
and newly created directorships resulting from any increase in the authorized number of directors shall be filled only in the manner
provided in the Certificate of Incorporation, the Stockholders Agreement and applicable law.


 


3.5            Place
of Meetings; Meetings by Telephone.


 


The
Board may hold meetings, both regular and special, either within or outside the State of Delaware.


 


Unless
otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board, or any committee designated by the Board,
may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall
constitute presence in person at the meeting.


 


3.6            Regular
Meetings.


 


Regular
meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.


 






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3.7            Special
Meetings; Notice.


 


Special
meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer,
the president, the secretary or a majority of the total number of directors constituting the Board.


 


Notice
of the time and place of special meetings shall be:


 


(i)            delivered
personally by hand or by courier;


 


(ii)            sent
by United States first-class mail, postage prepaid;


 


(iii)            sent
by facsimile or electronic mail; or


 


(iv)            sent
by other means of electronic transmission,


 


directed
to each director at that director’s address, facsimile number or electronic mail address, or other address for electronic transmission,
as the case may be, as shown on the Corporation’s records.


 


If
the notice is (i) delivered personally by hand or by courier, (ii) sent by facsimile or electronic mail, or (iii) sent
by other means of electronic transmission, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting.
If the notice is sent by mail, it shall be deposited in the mail at least two days before the time of the holding of the meeting. The
notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office)
nor the purpose of the meeting.


 


3.8            Quorum.


 


Unless
otherwise provided by the Certificate of Incorporation, a majority of the total number of directors then in office shall constitute a
quorum for the transaction of business at all meetings of the Board. The vote of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by the DGCL, the Certificate
of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.


 


3.9            Action
by Unanimous Consent Without a Meeting.


 


Unless
otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting
of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing or by electronic transmission and any consent may be documented, signed and delivered in any manner permitted
by Section 116 of the DGCL. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of
proceedings of the Board or committee, as applicable, and 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.


 


3.10            Fees
and Compensation of Directors.


 


Unless
otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation,
including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity. No such payment shall preclude
any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board
may be allowed like compensation and reimbursement of expenses for service on the committee.


 






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3.11            Removal.


 


Directors
may be removed from office only in the manner provided in the Certificate of Incorporation, the Stockholders Agreement and applicable
law.


 


3.12            Chairperson,
Vice Chairperson.


 


The
Board may appoint a chairperson of the Board from its members, who shall have all the customary duties and responsibilities of such office.
The chairperson may be (but shall not be required to be) the chief executive officer or another executive officer of the Corporation.
The Board also may appoint a vice chairperson of the Board from its members and prescribe his or her powers and duties. The chairperson
shall preside over all meetings of the Board and of the Corporation’s stockholders and shall exercise such powers and perform such
duties as shall be assigned to or required of the chairperson of the Board from time to time by the Board or these bylaws. If the chairperson
is unable to so preside over any meetings of the Board or the Corporation’s stockholders, or is absent, then the vice chairperson
of the Board, if one is appointed, shall preside over all meetings of the Board. If the chairperson of the Board, and the vice chairperson
of the Board, if one is appointed, are unable to preside or are absent, the Board shall designate an alternate representative to preside
over a meeting of the Board.


 


Article IV
- Committees


 


4.1            Committees
of Directors.


 


The
Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation.
The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board
in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all
papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the
stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend
or repeal any bylaw of the Corporation.


 


4.2            Committee
Minutes.


 


Each
committee shall keep regular minutes of its meetings and report the same to the Board when required.


 


4.3            Meetings
and Actions of Committees.


 


Meetings
and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:


 


(i)            Section 3.5
(place of meetings and meetings by telephone);


 


(ii)            Section 3.6
(regular meetings);


 


(iii)            Section 3.7
(special meetings and notice);


 


(iv)            Section 3.9
(action by unanimous consent without a meeting);


 


(v)            Section 3.12
(chairperson, vice chairperson); and


 






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(vi)            Section 7.11
(waiver of notice),


 


with
such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members.
However:


 


(i)            the
time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; and


 


(ii)            special
meetings of committees may also be called by resolution of the Board or by the chairperson of the applicable committee.


 


A
majority of the directors then serving on a committee of the Board or on a subcommittee of a committee shall constitute a quorum for
the transaction of business by the committee or subcommittee, unless the Certificate of Incorporation or a resolution of the Board (or
a resolution of the committee that created the subcommittee) requires a greater or lesser number (provided that in no case shall a quorum
be less than one-third of the directors then serving on the committee or subcommittee). The vote of a majority of the members of the
committee or subcommittee present at any meeting at which a quorum is present shall be the act of such committee or subcommittee, unless
the Certificate of Incorporation or a resolution of the Board (or a resolution of the committee that created the subcommittee) requires
a greater number. If a quorum is not present at any meeting of the committee, then the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until a quorum is present.


 


The
Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee
pursuant to this Section 4.3, provided that such rules do not violate the provisions of the Certificate of Incorporation, the
rights of any party to the Stockholders Agreement with respect to the appointment of directors to committees of the Board or applicable
law.


 


Article V
- Officers


 


5.1            Officers.


 


The
officers of the Corporation shall include one or more chief executive officers and secretaries. The Corporation may also have, at the
discretion of the Board, one or more presidents, chief financial officers, treasurers, one (1) or more vice presidents, one (1) or
more assistant vice presidents, one (1) or more assistant treasurers, one (1) or more assistant secretaries, and any such other
officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same Person.


 


5.2            Appointment
of Officers.


 


The
Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3
of these bylaws. In the event of the absence or disability of any officer, the Board may designate another officer to act temporarily
in place of such absent or disabled officer.


 


5.3            Subordinate
Officers.


 


The
Board may appoint, or empower one or more chief executive officers to appoint, such other officers and agents as the business of the
Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties
as are provided in these bylaws or as the Board or an authorized officer (as applicable), may from time to time determine.


 






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5.4            Removal
and Resignation of Officers.


 


Subject
to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the
Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the
Board.


 


Any
officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt
of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance
of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party.


 


5.5            Vacancies
in Offices.


 


Any
vacancy occurring in any office of the Corporation shall be filled by the Board or as provided in Sections 5.2 and 5.3, as applicable.


 


5.6            Representation
of Securities of Other Entities.


 


The
chairperson of the Board, the chief executive officer and the secretary, or, if appointed pursuant to Article V of these bylaws,
the president, the chief financial officers, any vice president, the treasurer and any assistant secretary of this Corporation, or any
other Person authorized by the Board, the chief executive officer, the president or a vice president, is authorized to vote, represent
and exercise on behalf of this Corporation all rights incident to any and all securities of any other entity standing in the name of
this Corporation. The authority granted herein may be exercised either by such Person directly or by any other Person authorized to do
so by proxy or power of attorney duly executed by such Person having the authority.


 


5.7            Tenure,
Authority and Duties of Officers.


 


Except
as provided in Section 5.3, all officers of the Corporation shall hold such office, respectively have such authority and perform
such duties in the management of the business of the Corporation as may be provided herein or designated from time to time by the Board
and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.


 


Article VI
- Records


 


A
stock ledger consisting of one or more records in which the names of all of the Corporation’s stockholders of record, the address
and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are
recorded in accordance with Section 224 of the DGCL shall be administered by or on behalf of the Corporation. Any records administered
by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books,
may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic networks or
databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into
clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used
to prepare the list of stockholders specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections
156, 159, 217(a) and 218 of the DGCL, and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial
Code.


 


Each
director and each member of any committee designated by the Board 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 so designated, or by any other Person as to
matters which such director or committee member reasonably believes are within such other Person’s professional or expert competence
and that has been selected with reasonable care by or on behalf of the Corporation.


 






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Article VII
- General Matters


 


7.1            Execution
of Corporate Contracts and Instruments.


 


The
Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of
and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by
the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation
by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.


 


7.2            Stock
Certificates.


 


The
shares of the Corporation shall be uncertificated and issued pursuant to the customary arrangements for issuance, recordation and transfer
of shares in such form, provided that the Board by resolution may provide that some or all of the shares of any class or series of stock
of the Corporation shall be represented by certificates.


 


Certificates
for the shares of stock, if any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every
holder of stock represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by,
any two (2) officers authorized to sign stock certificates representing the number of shares registered in certificate form. The
chairperson or vice chairperson of the Board, the president, the chief financial officer, vice president, the treasurer, any assistant
treasurer, the secretary or any assistant secretary of the Corporation shall be specifically authorized to sign stock certificates. Any
or all of the signatures on any certificate may be electronic. In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at
the date of issue.


 


7.3            Lost,
Destroyed or Wrongfully Taken Certificates.


 


The
Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged
to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such
owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against
it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated
shares. If a certificate representing shares has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the
Corporation of that fact within a reasonable time after the owner has notice of such loss, apparent destruction or wrongful taking and
the Corporation registers a transfer of such shares before receiving notification thereof, the owner shall be precluded from asserting
against the Corporation any claim for registering such transfer or a claim to a new certificate representing such shares or such shares
in uncertificated form.


 


7.4            Dividends.


 


The
Board, subject to any restrictions contained in either (i) the DGCL or (ii) the Certificate of Incorporation, may declare and
pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s
capital stock.


 


The
Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and
may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property
of the Corporation, and meeting contingencies.


 






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7.5            Fiscal
Year.


 


The
fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board. Unless otherwise fixed by the
Board, the fiscal year of the Corporation shall consist of the twelve (12) month period ending on December 31.


 


7.6            Seal.


 


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


 


7.7            Transfer
of Stock.


 


Shares
of the Corporation shall be transferable in the manner prescribed by law and in these bylaws. Shares of stock of the Corporation shall
be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized
in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate
Person or Persons (if such shares are represented by certificates) or by delivery of duly executed instructions (if such shares are uncertificated),
with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation
may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation
for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the Persons
from and to whom it was transferred.


 


7.8            Stock
Transfer Agreements.


 


The
Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series
of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders
in any manner not prohibited by the DGCL.


 


7.9            Registered
Stockholders.


 


The
Corporation:


 


(i)            shall
be entitled to recognize the exclusive right of a Person registered on its books as the owner of shares to receive dividends, subject
to any restrictions included in the DGCL or the Certificate of Incorporation, and to vote as such owner; and


 


(ii)            shall
not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another Person, whether
or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.


 


7.10            Waiver
of Notice.


 


Whenever
notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver of
such notice, signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether
before or after the time of the event for which notice is to be given, shall be deemed equivalent to such required notice. Attendance
of a Person at a meeting shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express
purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified
in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these
bylaws.


 






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Article VIII-
Notice by Electronic Transmission


 


8.1            Notice
by Electronic Transmission.


 


Except
as otherwise specifically required in these bylaws or by applicable law, all notices required to be given pursuant to these bylaws may
in every instance in connection with any delivery to a member of the Board, be effectively given by hand delivery (including use of a
delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by overnight express courier, facsimile,
electronic mail or other form of electronic transmission. Whenever, by applicable law, the Certificate of Incorporation or these bylaws,
notice is required to be given to any stockholder, such notice may be given in writing directed to such stockholder’s mailing address
or by electronic transmission directed to such stockholder’s electronic mail address, as applicable, as it appears on the records
of the Corporation or by such other form of electronic transmission consented to by the stockholder. A notice to a stockholder shall
be deemed given as follows: (a) if mailed, when the notice is deposited in the United States mail, postage prepaid, (b) if
delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address, (c) if given
by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the corporation
in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by Section 232(e) of
the DGCL, and (d) if given by a form of electronic transmission (other than electronic mail) consented to by the stockholder to
whom the notice is given, (i) if by facsimile transmission, when directed to a number at which such stockholder has consented to
receive notice, (ii) if by a posting on an electronic network together with separate notice to the stockholder of such specified
posting, upon the later of (A) such posting and (B) the giving of such separate notice, and (iii) if by any other form
of electronic transmission (other than electronic mail), when directed to such stockholder. A stockholder may revoke such stockholder’s
consent to receiving notice by means of electronic transmission by giving written notice or by electronic transmission of such revocation
to the Corporation. A notice may not be given by an electronic transmission from and after the time that (x) the Corporation is
unable to deliver by such electronic transmission two (2) consecutive notices and (y) such inability becomes known to the secretary
or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to
discover such inability shall not invalidate any meeting or other action. Any notice given by electronic mail must include a prominent
legend that the communication is an important notice regarding the Corporation.


 


An
affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been
given by electronic mail or by another form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the
facts stated therein.


 


8.2            Definition
of Electronic Transmission.


 


An
 “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, including
the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks
or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced
in paper form by such a recipient through an automated process.


 






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Article IX
- Indemnification


 


9.1            Indemnification
of Directors and Officers.


 


The
Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be
amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending or completed
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 or officer of the Corporation
or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service
with respect to employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’
fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such person in connection
with any such Proceeding.


 


Subject
to the requirements in this Article IX and the DGCL, the Corporation shall not be obligated to indemnify any person pursuant to
this Article IX in connection with any Proceeding (or any part of any Proceeding):


 


	 	(a)	for
    which payment has actually been made to and received by or on behalf of such person under any statute, insurance policy, indemnity
    provision, vote or otherwise, except with respect to any excess beyond the amount paid;
	 	 	 
	 	(b)	for
    an accounting or disgorgement of profits pursuant to Section 16(b) of the Exchange Act, or similar provisions of federal,
    state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);
	 	 	 
	 	(c)	for
    any reimbursement of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any
    profits realized by such person from the sale of securities of the Corporation, as required in each case under the Exchange Act (including
    any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the Sarbanes-Oxley
    Act of 2002 (the “Sarbanes-Oxley Act”), the payment to the Corporation of profits arising from the purchase and
    sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor
    (including pursuant to any settlement arrangements), or any other remuneration paid to such person if it shall be determined by a
    final judgment or other final adjudication that such remuneration was in violation of law;
	 	 	 
	 	(d)	initiated
    by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the Corporation, any legal
    entity which it controls, any director or officer thereof or any third party, unless (i) the Board has consented to the initiation
    of such Proceeding or part thereof, (ii) the Corporation provides the indemnification, in its sole discretion, pursuant to the
    powers vested in the Corporation under applicable law (provided, however, that this 9.1 shall not apply to counterclaims or affirmative
    defenses asserted by such person in an action brought against such person), (iii) otherwise required to be made under Section 9.4
    or (iv) otherwise required by applicable law; or



 


	 	(e)	if
    prohibited by applicable law; provided, however, that if any provision or provisions of this Article IX shall be held
    to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining
    provisions of this Article IX (including, without limitation, each portion of any paragraph or clause 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 Article IX (including,
    without limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable)
    shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.


 






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9.2            Indemnification
of Others.


 


The
Corporation shall have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists
or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding
by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the
Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against
all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.


 


9.3            Prepayment
of Expenses.


 


The
Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including, without limitation, attorneys’
fees) incurred by any current or former officer or director of the Corporation in defending any Proceeding in advance of its final disposition;
provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding
shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that
the person is not entitled to be indemnified under this Article IX or otherwise.


 


9.4            Determination;
Claim.


 


If
a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within
sixty (60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days after
a written claim therefor has been received by the Corporation, the claimant may thereafter (but not before) 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 claimant was not
entitled to the requested indemnification or payment of expenses under applicable law.


 


9.5            Non-Exclusivity
of Rights.


 


The
rights conferred on any Person by this Article IX shall not be exclusive of any other rights which such Person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.


 


9.6            Insurance.


 


The
Corporation may purchase and maintain insurance on behalf of any Person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him
or her against such liability under the provisions of the DGCL.


 






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9.7            Other
Indemnification.


 


The
Corporation’s obligation, if any, to indemnify or advance expenses to any Person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced
by any amount such Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture,
trust, enterprise or non-profit enterprise.


 


9.8            Continuation
of Indemnification.


 


Subject
to the terms of any provision of the Certificate of Incorporation or agreement between the Corporation and any director, officer, employee
or agent respecting indemnification and advancement of expenses, the rights to indemnification and to prepayment of expenses provided
by, or granted pursuant to, this Article IX shall continue notwithstanding that the Person has ceased to be a director, officer,
employee or agent of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees
of such Person.


 


9.9            Amendment
or Repeal; Interpretation.


 


Any
repeal or modification of this Article IX shall not adversely affect any right or protection (i) hereunder of any Person in
respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing
for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal
or modification.


 


Any
reference to an officer of the Corporation in this Article IX shall be deemed to refer exclusively to a chief executive officer,
a chief financial officer, a secretary or a treasurer appointed pursuant to Article V of these bylaws, and to any president, vice
president, assistant secretary, assistant treasurer, or other officer of the Corporation appointed by (x) the Board pursuant to
Article V of these bylaws or (y) an officer to whom the Board has delegated the power to appoint officers pursuant to Article V
of these bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors (or equivalent governing body)
of such other entity pursuant to the certificate of incorporation and bylaws (or equivalent organizational documents) of such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the
Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise has
been given or has used the title of “vice president” or any other title that could be construed to suggest or imply that
such person is or may be an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise shall not result in such person being constituted as, or being deemed to be, an officer of the Corporation or
of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article IX.


 


Article X
 – Definitions


 


As
used in these bylaws, unless the context otherwise requires, the term:


 


“Affiliate”
means, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common
control with, such Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,”
 “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership
of voting securities, by contract or otherwise.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 






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“Person”
means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or other entity, whether domestic or foreign.


 


Article XI
 – Limitations of Ownership by Non-Citizens


 


11.1            For
purposes of this Article XI, the following definitions shall apply:


 


(i)            “Act”
shall mean Subtitle VII of Title 49 of the United States Code, as amended, or as the same may be from time to time amended.


 


(ii)            “Beneficial
Ownership,” “Beneficially Owned” or “Owned Beneficially” refers to beneficial ownership
as defined in Rule 13d-3 (without regard to the 60-day provision in paragraph (d) (1)(i) thereof) under the Exchange Act.


 


(iii)            “Foreign
Stock Record” shall have the meaning set forth in Section 3.


 


(iv)            “Non-Citizen”
shall mean any person or entity who is not a “citizen of the United States” (as defined in Section 41102 of the Act
and administrative interpretations issued by the Department of Transportation, its predecessors and successors, from time to time), including
any agent, trustee or representative of a Non-Citizen.


 


(v)            “Own
or Control” or “Owned or Controlled” shall mean (i) ownership of record, (ii) beneficial ownership
or (iii) the power to direct, by agreement, agency or in any other manner, the voting of Stock. Any determination by the Board of
Directors as to whether Stock is Owned or Controlled by a Non-Citizen shall be final.


 


(vi)            “Permitted
Percentage” shall mean 25% of the voting power of the Stock.


 


(vii)            “Stock”
shall mean the outstanding capital stock of the corporation entitled to vote; provided, however, that for the purpose of determining
the voting power of Stock that shall at any time constitute the Permitted Percentage, the voting power of Stock outstanding shall not
be adjusted downward solely because shares of Stock may not be entitled to vote by reason of any provision of this Article VII.


 


11.2            Limitations
on Ownership. It is the policy of the corporation that, consistent with the requirements of the Act, Non-Citizens shall not Own and/or
Control more than the Permitted Percentage and, if Non-Citizens nonetheless at any time Own and/or Control more than the Permitted Percentage,
the voting rights of the Stock in excess of the Permitted Percentage shall be automatically suspended in accordance with Sections 11.3
and 11.4 of this Article XI below.


 


11.3            Foreign
Stock Record. The corporation or any transfer agent designated by it shall maintain a separate stock record (the “Foreign
Stock Record”) in which shall be registered Stock known to the corporation to be Owned and/or Controlled by Non-Citizens. It
shall be the duty of each stockholder to register his, her or its Stock if such stockholder is a Non-Citizen. The Foreign Stock Record
shall include (i) the name and nationality of each such Non-Citizen and (ii) the date of registration of such shares in the
Foreign Stock Record. In no event shall shares in excess of the Permitted Percentage be entered on the Foreign Stock Record. In the event
that the corporation shall determine that Stock registered on the Foreign Stock Record exceeds the Permitted Percentage, sufficient shares
shall be removed from the Foreign Stock Record so that the number of shares entered therein does not exceed the Permitted Percentage.
Stock shall be removed from the Foreign Stock Record in reverse chronological order based upon the date of registration therein.


 






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A
Non-Citizen may register in the Foreign Stock Record any Stock to be purchased pursuant to an agreement entered into with the corporation,
as if Owned or Controlled by it, upon execution of a definitive agreement. Such Non-Citizen shall register his, her or its Stock by sending
a written request to the corporation, noting both the execution of a definitive agreement for the purchase of Stock and the anticipated
closing date of such transaction. Within 10 days of the closing, the Non-Citizen shall send to the corporation a written notice confirming
that the closing occurred. Failure to send such confirmatory notice shall result in the removal of such Stock from the Foreign Stock
Record. For the sake of clarity, any Stock registered as a result of execution of a definitive agreement shall not have any voting or
other ownership rights until the closing of that transaction. In the event that the sale pursuant to such definitive agreement is not
consummated in accordance with such agreement (as may be amended), such Stock shall be removed from the Foreign Stock Record without
further action by the corporation.


 


11.4            Suspension
of Voting Rights. If at any time the number of shares of Stock known to the corporation to be Owned and/or Controlled by Non-Citizens
exceeds the Permitted Percentage, the voting rights of Stock Owned and/or Controlled by Non-Citizens and not registered on the Foreign
Stock Record at the time of any vote or action of the stockholders of the corporation shall, without further action by the corporation,
be suspended. Such suspension of voting rights shall automatically terminate upon the earlier of the (i) transfer of such shares
to a person or entity who is not a Non-Citizen, or (ii) registration of such shares on the Foreign Stock Record, subject to the
last two sentences of Section 11.3.


 


11.5            Certification
of Citizenship.


 


(i)            The
corporation may by notice in writing (which may be included in the form of proxy or ballot distributed to stockholders in connection
with the annual meeting or any special meeting of the stockholders of the corporation, or otherwise) require a person that is a holder
of record of Stock or that the corporation knows to have, or has reasonable cause to believe has, Beneficial Ownership of Stock to certify
in such manner as the corporation shall deem appropriate (including by way of execution of any form of proxy or ballot of such person)
that, to the knowledge of such person:


 


(a)            all
Stock as to which such person has record ownership or Beneficial Ownership is Owned and Controlled only by citizens of the United States;
or


 


(b)            the
number and class or series of Stock owned of record or Beneficially Owned by such person that is Owned and/or Controlled by Non-Citizens
is as set forth in such certificate.


 


(ii)            With
respect to any Stock identified in response to clause (i) above, the corporation may require such person to provide such further
information as the corporation may reasonably require in order to implement the provisions of this Article XI.


 


(iii)            For
purposes of applying the provisions of this Article XI with respect to any Stock, in the event of the failure of any person to provide
the certificate or other information to which the corporation is entitled pursuant to this Section 11.5, the corporation shall presume
that the Stock in question is Owned and/or Controlled by Non-Citizens.


 


11.6            Legend.
Each certificate (if any), notice or other representative document for capital stock of the Corporation with voting rights (including
each such certificate (if any), notice or representative document for capital stock issued upon any permitted transfer of capital stock)
shall contain a legend in substantially the following form:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE, NOTICE OR DOCUMENT ARE SUBJECT TO VOTING RESTRICTIONS WITH RESPECT TO CERTAIN SECURITIES
HELD BY PERSONS OR ENTITIES THAT FAIL TO QUALIFY AS “CITIZENS OF THE UNITED STATES” AS THE TERM IS DEFINED USED IN SECTION 40102(A)(15)
OF TITLE 49 OF THE UNITED STATES CODE, AS AMENDED, IN ANY SIMILAR LEGISLATION OF THE UNITED STATES ENACTED IN SUBSTITUTION OR REPLACEMENT
THEREFOR, AND AS INTERPRETED BY THE DEPARTMENT OF TRANSPORTATION, ITS PREDECESSORS AND SUCCESSORS, FROM TIME TO TIME. SUCH VOTING
RESTRICTIONS ARE CONTAINED IN THE CERTIFICATE OF INCORPORATION AND THE BYLAWS OF THE CORPORATION, AS THE SAME MAY BE
AMENDED OR RESTATED FROM TIME TO TIME. A COMPLETE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION AND THE BYLAWS SHALL BE FURNISHED
FREE OF CHARGE TO THE HOLDER OF THE SECURITIES REPRESENTED HEREBY UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”


 






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Article XII--
Lock-up


 


12.1            Lock-Up.
Except as otherwise determined by the Board, Lock-up Shares held by any Locked-up Holder shall not be Transferred until the end of the
Lock-up Period. Certificates representing Lock-up Shares shall bear an appropriate legend indicating the restrictions on Transfer imposed
by this Section 12.1. If any Lock-up Shares are uncertificated, notice of such legend shall be given in accordance with applicable
law. Notwithstanding the foregoing, the Lock-up Shares shall be released on and following the date on which (a) the last reported
sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and
the like) for any 20 consecutive days within a 30-trading day period subsequent to the Closing Date and (b) the average daily trading
volume for the shares of Common Stock exceeds 500,000 shares of Common Stock for each trading day during such consecutive 30-trading
day period. Any waiver of the restrictions set forth in this Section 12.1 shall require the approval of a majority of the directors
of the Board; provided, however, (i) any waiver of the restrictions in this Section 12.1 in respect of Lock-up Shares Beneficially
Owned by any of the Directional Equityholders (as defined in the Stockholders Agreement) shall require the approval of a majority of
the members of the Board who are not Directional Designees, and (ii) any waiver of the restrictions in this Section 12.1 in
respect of Lock-up Shares Beneficially Owned by any of the Eldridge Equityholders or Sponsor Equityholders (as defined in the Stockholders
Agreement) shall require the approval of a majority of the members of the Board excluding the Eldridge Designees.


 


12.2            Permitted
Transferees. Notwithstanding the provisions set forth in Section 12.1, the Locked-up Holders or their respective Permitted Transferees
(as defined below) shall be permitted, subject to compliance with applicable law, to Transfer their Lock-up Shares during the Lock-up
Period (i) to (A) the Corporation’s officers or directors, (B) any Affiliates or family members of the Corporation’s
officers or directors or (C) with respect to any Directional Equityholder (as defined in the Stockholders Agreement) and its Permitted
Transferees, any direct or indirect partners, members or equity holders of the Directional Equityholders, any Affiliates of the Directional
Equityholders or any related investment funds or vehicles controlled or managed by such persons or their respective Affiliates, (D) with
respect to any Eldridge Equityholder (as defined in the Stockholders Agreement) and its Permitted Transferees, any direct or indirect
partners, members or equity holders of the Eldridge Equityholders, any Affiliates of the Eldridge Equityholders or any related investment
funds or vehicles controlled or managed by such persons or their respective Affiliates, or (E) with respect to any Sponsor Equityholder
(as defined in the Stockholders Agreement) and its Permitted Transferees, any direct or indirect partners, members or equity holders
of the Sponsor Equityholders, any Affiliates of the Sponsor Equityholders or any related investment funds or vehicles controlled or managed
by such persons or their respective Affiliates; (ii) in the case of an individual, by gift to a member of the individual’s
immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an Affiliate of such
person; (iii) by gift to a charitable organization; (iv) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (v) in the case of an individual, pursuant to a qualified domestic relations order, (vi) in connection
with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or
debt transaction or enforcement thereunder; (vii) to the Corporation; or (viii) in connection with a liquidation, merger, stock
exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which
results in all of the Corporation’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property subsequent to the Closing Date (each such transferee in clauses (i) – (vii) collectively, a “Permitted
Transferee”); provided, however, that in the case of clauses (i) through (v) these Permitted Transferees must enter into
a written agreement with the Corporation agreeing to be bound by the transfer restrictions in this Section 12.


 






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Section 12.3     Notwithstanding
anything contained herein to the contrary, the Lock-up Period shall expire, and each Locked-up Holder and their respective Permitted
Transferees, shall be entitled to Transfer all of its respective Lock-up Shares, immediately upon the date on which the Corporation completes
a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Corporation’s
stockholders having the right to exchange their shares of Common Stock of the Corporation for cash, securities or other property.


 


Section 12.4     Solely
for purposes of this Article XII, the following terms shall have the meanings specified below:


 


“Affiliate”
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.


 


“Closing
Date” shall have the meaning given in the Business Combination Agreement.


 


“Lock-up
Period” shall mean the period beginning on the Closing Date and ending three (3) months after the Closing Date.


 


“Locked-up
Holder” shall mean the holders of Lock-up Shares.


 


“Lock-up
Shares” shall mean (i) any shares of Common Stock Beneficially Owned by the Directional Equityholders, the Eldridge Equityholders
and the Sponsor Equityholders (together, the “SPAC Holders”), other than the Common Stock received in connection with
the PIPE Investment (as defined in the Business Combination Agreement), (ii) any warrants Beneficially Owned by the SPAC Holders
that are exercisable for shares of Common Stock and the shares underlying such warrants, (iii) any shares of Common Stock Beneficially
Owned by the former stockholders of Epic Aero, Inc. (the “Company Holders”) and (iv) any warrants Beneficially
Owned by the Company Holders that are exercisable for shares of Common Stock and the shares underlying such warrants. .


 


“Permitted
Transferees” shall have the meaning specified in Section 12.2.


 


“Transfer”
means the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to,
any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or
(c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 






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