Exhibit 10.7


 





Amended and Restated Bylaws
of


 


Kin Insurance, 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	Notice of Business to be Brought before a Meeting	2
	2.5	Notice of Nominations for Election to the Board	5
	2.6	Notice of Stockholders’ Meetings	8
	2.7	Quorum	8
	2.8	Adjourned Meeting; Notice	9
	2.9	Conduct of Business	9
	2.10	Voting	10
	2.11	Record Date for Stockholder Meetings and Other Purposes	10
	2.12	Proxies	11
	2.13	List of Stockholders Entitled to Vote	11
	2.14	Inspectors of Election	11
	2.15	Delivery to the Corporation	12
	 	 	 
	Article III - Directors	12
	 	 
	3.1	Powers	12
	3.2	Number of Directors	12
	3.3	Election, Qualification and Term of Office of Directors	12
	3.4	Resignation and Vacancies	13
	3.5	Place of Meetings; Meetings by Telephone	13
	3.6	Regular Meetings	13
	3.7	Special Meetings; Notice	13
	3.8	Quorum	14
	3.9	Board Action without a Meeting	14
	3.10	Fees and Compensation of Directors	14
	 	 	 
	Article IV - Committees	14
	 	 
	4.1	Committees of Directors	14
	4.2	Committee Minutes	15
	4.3	Meetings and Actions of Committees	15
	4.4	Subcommittees	15
	 	 	 
	Article V - Officers	16
	 	 
	5.1	Officers	16
	5.2	Appointment of Officers	16
	5.3	Subordinate Officers	16
	5.4	Removal and Resignation of Officers	16


 






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TABLE OF CONTENTS


(continued)








 


	 	 	Page
	 	 	 
	5.5	Vacancies in Offices	16
	5.6	Representation of Shares of Other Corporations	16
	5.7	Authority and Duties of Officers	17
	5.8	Compensation	17
	 	 	 
	Article VI - Records	17
	 	 
	Article VII - General Matters	17
	 	 
	7.1	Execution of Corporate Contracts and Instruments	17
	7.2	Stock Certificates	17
	7.3	Special Designation of Certificates.	18
	7.4	Lost Certificates	18
	7.5	Shares Without Certificates	18
	7.6	Construction; Definitions	18
	7.7	Dividends	19
	7.8	Fiscal Year	19
	7.9	Seal	19
	7.10	Transfer of Stock	19
	7.11	Stock Transfer Agreements	19
	7.12	Registered Stockholders	19
	7.13	Waiver of Notice	20
	 	 	 
	Article VIII - Notice	20
	 	 
	8.1	Delivery of Notice; Notice by Electronic Transmission	20
	 	 	 
	Article IX - Indemnification	21
	 	 
	9.1	Indemnification of Directors and Officers	21
	9.2	Indemnification of Others	21
	9.3	Prepayment of Expenses	21
	9.4	Determination; Claim	22
	9.5	Non-Exclusivity of Rights	22
	9.6	Insurance	22
	9.7	Other Indemnification	22
	9.8	Continuation of Indemnification	22
	9.9	Amendment or Repeal; Interpretation	22
	 	 	 
	Article X - Amendments	23
	 	 
	Article XI - Forum Selection	23
	 	 
	Article XII - Definitions	24


 







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Amended and Restated Bylaws
of 


Kin Insurance, Inc. 


 





 



 


Article I - Corporate Offices


 


1.1 
Registered Office.


 


The address of the registered
office of Kin Insurance, 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 any place, 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 office.


 


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 previously
scheduled annual meeting of stockholders.


 


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.


 


No business may be transacted
at any special meeting of stockholders other than the business specified in the notice of such meeting. The Board may postpone, reschedule
or cancel any previously scheduled special meeting of stockholders.


 






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2.4 
Notice of Business to be Brought before a Meeting. 


 


(a) At
an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To
be properly brought before an annual meeting, business must be (i) specified in a notice of meeting given by or at the direction
of the Board, (ii) if not specified in a notice of meeting, otherwise brought before the meeting by the Board or the Chairman of the Board
or (iii) otherwise properly brought before the meeting by a stockholder present in person who (A) (1) was a record owner of shares
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 in all applicable respects or (B) properly made such
proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”). The foregoing clause (iii)
shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. The only
matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of
the person calling the meeting pursuant to Section 2.3, and stockholders shall not be permitted to propose business to be brought
before a special meeting of the stockholders. For purposes of this Section 2.4, “present in person” shall
mean that the stockholder proposing that the business be brought before the annual meeting of the Corporation, or a qualified representative
of such proposing stockholder, appear at such annual meeting. A “qualified representative” of such proposing stockholder
shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a writing executed by such
stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders
and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission,
at the meeting of stockholders. Stockholders seeking to nominate persons for election to the Board must comply with Section 2.5,
and this Section 2.4 shall not be applicable to nominations except as expressly provided in Section 2.5.


 


(b) For
business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide Timely Notice (as defined
below) thereof in writing and in proper form to the Secretary of the Corporation and (ii) 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 less than ninety (90) days nor more than one hundred
twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that if no
annual meeting was held in the preceding year, to be timely, a stockholder’s notice must be so delivered, or mailed and received,
not earlier than the close of business on the one hundred and twentieth (120th) day prior to such annual meeting and not later than the
close of business on the later of the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the
day on which Public Disclosure (as defined below) of the date of such annual meeting was first made by the Corporation; provided, further,
that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date,
to be timely, a stockholder’s notice must be so delivered, or mailed and received, not later than the ninetieth (90th) day prior
to such annual meeting or, if later, the tenth (10th) day following the day on which Public Disclosure of the date of such annual meeting
was first made by the Corporation (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 for the giving of Timely Notice as described
above.


 






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


 


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


 


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


 






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(iii) As
to each item of business that the stockholder proposes to bring before the annual meeting, (A) a brief description of the business
desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest
in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed
for consideration and in the event that such business includes a proposal to amend the bylaws, the language of the proposed amendment),
and (C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing
Persons or (y) between or among any Proposing Person and any other person or entity (including their names) in connection with the proposal
of such business by such stockholder; and (D) any other information relating to such item of business that would be required to be disclosed
in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed
to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures
required by this Section 2.4(c)(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.


 


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


 


(d) 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 stockholders entitled to vote at 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 of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after
the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such
record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement
thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed)
(in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or
postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other
Section of these bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder,
extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder
to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business or resolutions proposed
to be brought before a meeting of the stockholders.


 


(e) 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 presiding officer of the meeting shall, if the facts warrant, determine that
the business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine,
he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.


 






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(f) This
Section 2.4 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other
than any proposal made in accordance with Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement. 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.


 


(g) For
purposes of these bylaws, “Public Disclosure” shall mean disclosure in a press release reported by a national news
service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or
15(d) of the Exchange Act.


 


2.5 
Notice of Nominations for Election to the Board. 


 


(a) Nominations
of any person for election to the Board at an annual meeting or at a special meeting (but only if the election of directors is a matter
specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting
only (i) as provided in that certain Director Nomination Agreement, dated as of [ ● ],
by and between the Corporation and Omnichannel Sponsor LLC (as such agreement may be amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Director Nomination Agreement”), (ii), by or at the direction of the
Board, including by any committee or persons authorized to do so by the Board or these bylaws, or (iii) by a stockholder present
in person (A) who 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, (B) is entitled to vote at the meeting, and (C) has complied with this Section 2.5
as to such notice and nomination. For purposes of this Section 2.5, “present in person” shall mean that the
stockholder proposing that the business be brought before the meeting of the Corporation, or a qualified representative of such stockholder,
appear at such meeting. A “qualified representative” of such proposing stockholder shall be a duly authorized officer,
manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic transmission
delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing
or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Other
than as provided in the Director Nomination Agreement, the foregoing clause (iii) shall be the exclusive means for a stockholder to make
any nomination of a person or persons for election to the Board at an annual meeting or special meeting.


 


(b) (i)
Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting,
the stockholder must (1) provide Timely Notice thereof in writing and in proper form to the Secretary of the Corporation, (2) 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 (3) provide any updates or supplements to such notice at the times and in the forms required
by this Section 2.5. 


 


(ii) Without
qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the
person calling a special meeting, then for a stockholder to make any nomination of a person or persons for election to the Board at
a special meeting, the stockholder must (i) provide Timely Notice thereof in writing and in proper form to the Secretary of the
Corporation at the principal executive offices of the Corporation, (ii) provide the information with respect to such stockholder and
its candidate for nomination as required by this Section 2.5 and (iii) provide any updates or supplements to such notice
at the times and in the forms required by this Section 2.5. To be timely, a stockholder’s notice for nominations
to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation
not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than the ninetieth
(90th) day prior to such special meeting or, if later, the tenth (10th) day following the day on which Public
Disclosure of the date of such special meeting was first made.


 



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


 


(iv) In no event
may a Nominating Person provide Timely Notice with respect to a greater number of director candidates than are subject to election by
stockholders at the applicable meeting. If the Corporation shall, subsequent to such notice, increase the number of directors subject
to election at the meeting, such notice as to any additional nominees shall be due on the later of (i) the conclusion of the time period
for Timely Notice, (ii) the date set forth in Section 2.5(b)(ii) or (iii) the tenth day following the date of Public Disclosure
of such increase.


 


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


 


(i) As
to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(c)(i), 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(c)(i));


 


(ii) As
to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(c)(ii), 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(c)(ii) and the disclosure with respect to the business to be brought before the meeting in Section
2.4(c)(ii) shall be made with respect to the election of directors at the meeting); and


 


(iii) As
to each candidate whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such
candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 if
such candidate for nomination were a Nominating Person, (B) all information relating to such candidate for nomination that is required
to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of
directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to
being named in the proxy statement as a nominee and to serving as a director if elected), (C) a description of any direct or indirect
material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for
nomination or his or her respective associates 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 and (D) a completed
and signed questionnaire, representation and agreement as provided in Section 2.5(f).


 


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


 






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(d) A
stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary,
so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct
as of the record date for stockholders entitled to vote at 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 of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record
date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record
date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement
thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed)
(in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or
postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other
Section of these bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder,
extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder
to amend or update any nomination or to submit any new nomination.


 


(e) 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.


 


(f) To
be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be nominated
in the manner prescribed in 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 of the Corporation at the principal executive offices of the Corporation, (i) a completed
written questionnaire (in a form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence
of such proposed nominee and (ii) a written representation and agreement (in form provided by the Corporation) that such candidate for
nomination (A) is not and, if elected as a director during his or her term of office, will not become a party to (1) any agreement, arrangement
or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such proposed
nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”)
or (2) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director
of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (B) is not, and will not become a party
to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect
compensation or reimbursement for service as a director that has not been disclosed to the Corporation and (C) 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 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).


 


(g) 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 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.


 



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(h) A
candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Section 2.5,
if necessary, so that the information provided or required to be provided pursuant to this Section 2.5 shall be true and correct
as of the record date for stockholders entitled to vote at 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 of the Corporation at the principal executive offices of the Corporation (or any other office specified by the Corporation in
any public announcement) not later than five (5) business days after the record date for stockholders entitled to vote at the meeting
(in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior
to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable
date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be
made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation
to update and supplement as set forth in this paragraph or any other Section of these bylaws shall not limit the Corporation’s rights
with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed
to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including
by changing or adding nominees, matters, business or resolutions proposed to be brought before a meeting of the stockholders.


 


(i) 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. The presiding officer at the meeting
shall, if the facts warrant, determine that a nomination was not properly made in accordance with Section 2.5, and if he or she
should so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be disregarded and any
ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast
for the nominee in question) shall be void and of no force or effect.


 


(j) 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 Section 2.5.


 


2.6 
Notice of Stockholders’ Meetings.


 


Unless otherwise provided
by law, the Certificate of Incorporation or these bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in
accordance with Section 8.1 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 time 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, in the case of a
special meeting, the purpose or purposes for which the meeting is called.


 


2.7 
Quorum.


 


Unless otherwise
provided by 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. A quorum, once established at a meeting,
shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or
represented at any meeting of the stockholders, then either (i) the person presiding over 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 recess the meeting or adjourn the meeting from time to time in the manner provided in Section
2.8 until a quorum is present or represented. At any recessed or adjourned meeting at which a quorum is present or represented,
any business may be transacted that might have been transacted at the meeting as originally noticed.


 



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2.8 
Adjourned Meeting; Notice.


 


When a meeting is adjourned
to another time or place, unless these bylaws otherwise require, 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 announced at the meeting at which the adjournment is taken. 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 entitled to vote at such meeting as of the record date so fixed for notice of such adjourned meeting.


 


2.9 
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 person presiding over 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 person presiding over 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 (which need not be in
writing) and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the person presiding over 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 (including, without limitation, rules and
procedures for removal of disruptive persons from the meeting); (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 person
presiding over the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of
stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting (including,
without limitation, determinations with respect to the administration and/or interpretation of any of the rules, regulations or
procedures of the meeting, whether adopted by the Board or prescribed by the person presiding over the meeting), shall, if the facts
warrant, determine and declare to the meeting that a matter of business was not properly brought before the meeting and if such
presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not
properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the
person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.


 



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2.10 
Voting.


 


Except as may be otherwise
provided in the Certificate of Incorporation, these bylaws or the DGCL, each stockholder shall be entitled to one (1) 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 in voting power of
the votes cast (excluding abstentions and broker non-votes) on such matter.


 


2.11 
Record Date for Stockholder Meetings and Other Purposes.


 


In order that the Corporation
may determine the stockholders entitled to notice of or to vote at 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, unless otherwise required by law, 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 determination of stockholders entitled to vote
at the adjourned meeting; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting
the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.


 


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.


 






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2.12 
Proxies.


 


Each stockholder entitled
to vote at a meeting of stockholders 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. The revocability of a
proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A proxy may be in
the form of an electronic transmission which sets forth or is submitted with information from which it can be determined that the transmission
was authorized by the stockholder.


 


2.13 
List of Stockholders Entitled to Vote.


 


The Corporation shall prepare,
at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided,
however, 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 (10th) day before the meeting date), arranged
in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.
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 at least ten (10) days
prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access
to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal
executive office. 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. If the meeting is to be held
at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected
by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open
to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting. 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 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
2.13 or to vote in person or by proxy at any meeting of stockholders.


 


2.14 
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 person presiding over the meeting shall appoint
a person to fill that vacancy.


 


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;


 



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(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.


 


2.15 
Delivery to the Corporation.


 


Whenever this Article II
requires one or more persons (including a record or beneficial owner of stock) 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), 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. For the avoidance
of doubt, the Corporation expressly opts out of Section 116 of the DGCL with respect to the delivery of information and documents to the
Corporation required by this Article II.


 


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, 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 Section 3.4,
and subject to the Certificate of Incorporation and the Director Nomination Agreement, each director, including a director elected to
fill a vacancy or newly created directorship, 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.


 






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3.4 
Resignation and Vacancies.


 


Any director may resign at
any time upon notice given in writing or by electronic transmission to the Corporation. 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 Director Nomination Agreement, 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,
shall have 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 Section 3.3.


 


Subject to the Director Nomination
Agreement, and unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation,
disqualification or removal of any director, and newly created directorships resulting from any increase in the authorized number of directors
shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.


 


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 within or outside the State of Delaware and at such time and at such place as which has been designated by the Board and publicized
among all directors, either orally or in writing, by telephone, including a voice-messaging system or other system designed to record
and communicate messages, facsimile, telegraph or telex, or by electronic mail or other means of electronic transmission. No further notice
shall be required for regular meetings of the Board.


 


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 or the
Secretary of the Corporation 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, by courier or by telephone;


 


(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,


 






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directed to each director at
that director’s address, telephone number, 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, by courier or by telephone, (ii) sent by facsimile or electronic mail, or (iii) sent by other means of electronic
transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice
is sent by U.S. mail, it shall be deposited in the U.S. mail at least four (4) 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.


 


At all meetings of the Board,
unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for
the transaction of business. 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 statute, 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 
Board Action 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. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the
proceedings of the Board, or the committee thereof, in the same paper or electronic form as the minutes are maintained. Such action by
written consent or consent by electronic transmission shall have the same force and effect as a unanimous vote of the Board.


 


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.


 


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.


 






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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; Meetings by Telephone);


 


(ii) 
Section 3.6 (Regular Meetings);


 


(iii) 
Section 3.7 (Special Meetings; Notice);


 


(iv) 
Section 3.9 (Board Action without a Meeting); and


 


(v) 
Section 7.13 (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; provided, however,
that:


 


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


 


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


 


(iii) 
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 or applicable
law.


 


4.4 
Subcommittees.


 


Unless otherwise provided
in the Certificate of Incorporation, these bylaws or the resolutions of the Board designating the committee, a committee may create one
(1) or more subcommittees, each subcommittee to consist of one (1) or more members of the committee, and delegate to a subcommittee any
or all of the powers and authority of the committee.


 



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Article V - Officers


 


5.1 
Officers.


 


The officers of the Corporation
shall include a Chief Executive Officer, a President and a Secretary. The Corporation may also have, at the discretion of the Board, a
Chairperson of the Board, a Vice Chairperson of the Board, a Chief Financial Officer, a Treasurer, 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.
No officer need be a stockholder or director of the Corporation.


 


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.


 


5.3 
Subordinate Officers.


 


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


 


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 Section 5.2.


 


5.6 
Representation of Shares of Other Corporations. 


 


The Chairperson of the Board,
the Chief Executive Officer, or the President of this Corporation, or any other person authorized by the Board, the Chief Executive Officer
or the President, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares
or voting securities of any other corporation or other person 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.


 



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5.7 
Authority and Duties of Officers.


 


All officers of the Corporation
shall 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.


 


5.8 
Compensation.


 


The compensation of the officers
of the Corporation for their services as such shall be fixed from time to time by or at the direction of the Board. An officer of the
Corporation shall not be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.


 


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 as adopted in the State of Delaware.


 


Article VII - General Matters


 


7.1 
Execution of Corporate Contracts and Instruments.


 


The Board, except as otherwise
provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances.


 


7.2 
Stock Certificates.


 


The shares of the
Corporation shall be represented by certificates or shall be uncertificated. 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 officers authorized to
sign stock certificates representing the number of shares registered in certificate form. The Chairperson or Vice Chairperson of the
Board, the Chief Executive Officer, the President, 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
the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of
issue.


 



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The Corporation may issue
the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon
the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Corporation
in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon
shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid
shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.


 


7.3 
Special Designation of Certificates.


 


If the Corporation is authorized
to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences and the
relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations
or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or on the back of the certificate
that the Corporation shall issue to represent such class or series of stock (or, in the case of uncertificated shares, set forth in a
notice provided pursuant to Section 151 of the DGCL); provided, however, that except as otherwise provided in Section 202 of the
DGCL, in lieu of the foregoing requirements, there may be set forth on the face of back of the certificate that the Corporation shall
issue to represent such class or series of stock (or, in the case of any uncertificated shares, included in the aforementioned notice)
a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences
and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations
or restrictions of such preferences and/or rights.


 


7.4 
Lost Certificates.


 


Except as provided in this
Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered
to the Corporation and cancelled at the same time. 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.


 


7.5 
Shares Without Certificates 


 


The Corporation may adopt
a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates,
provided the use of such system by the Corporation is permitted in accordance with applicable law.


 


7.6 
Construction; Definitions.


 


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


 



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7.7  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.


 


7.8 
Fiscal Year.


 


The fiscal year of the Corporation
shall be fixed by resolution of the Board and may be changed by the Board.


 


7.9 
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.


 


7.10 
Transfer of Stock.


 


Shares of the stock 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
(or by delivery of duly executed instructions with respect to uncertificated shares), 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.


 


7.11 
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.


 


7.12 
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 and
to vote as such owner; and


 






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(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.


 


7.13 
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, 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 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.


 


Article VIII - Notice


 


8.1 
Delivery of Notice; Notice by Electronic Transmission. 


 


Without limiting the manner
by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provisions
of the DGCL, the Certificate of Incorporation, or these bylaws may be given in writing directed to the stockholder’s mailing address
(or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears on the records
of the Corporation and shall be given (1) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, (2) if delivered
by courier service, the earlier of when the notice is received or left at such stockholder’s address or (3) 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. A notice by electronic mail must include a prominent
legend that the communication is an important notice regarding the Corporation.


 


Without limiting the manner
by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision
of the DGCL, the Certificate of Incorporation or these bylaws shall be effective if given by a form of electronic transmission consented
to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice or electronic
transmission to the Corporation. Notwithstanding the provisions of this paragraph, the Corporation may give a notice by electronic mail
in accordance with the first paragraph of this section without obtaining the consent required by this paragraph.


 


Any notice given pursuant
to the preceding paragraph shall be deemed given:


 


(i) 
if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;


 


(ii) 
if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of
(A) such posting and (B) the giving of such separate notice; and


 






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(iii) 
if by any other form of electronic transmission, when directed to the stockholder.


 


Notwithstanding the foregoing,
a notice may not be given by an electronic transmission from and after the time that (1) the Corporation is unable to deliver by such
electronic transmission two (2) consecutive notices given by the Corporation and (2) such inability becomes known to the Secretary or
an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided,
however, that the inadvertent failure to discover such inability shall not invalidate any meeting or other action.


 


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


 


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 director or officer
of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she, or
a person for whom he or she is the legal representative, is or was a director 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 (a “covered person”), 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 attorneys’ fees,
judgments, fines ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such person in connection with
any such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 9.4, the Corporation shall
be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized in the
specific case by the Board.


 


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 employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any
Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or
agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation
or of a partnership, 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 attorneys’ fees) incurred by any covered
person, and may pay the expenses incurred by any employee or agent of the Corporation, in defending any Proceeding in advance of its
final disposition; provided, however, that 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.


 



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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.


 


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.


 


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 or officer 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.


 


The provisions of this Article
IX shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or
has served as a director or officer of the Corporation (whether before or after the adoption of these bylaws), in consideration of
such person’s performance of such services, and pursuant to this Article IX the Corporation intends to be legally bound
to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of
the Corporation, the rights conferred under this Article IX are present contractual rights and such rights are fully vested,
and shall be deemed to have vested fully, immediately upon adoption of theses bylaws. With respect to any directors or officers of
the Corporation who commence service following adoption of these bylaws, the rights conferred under this provision shall be present
contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer
commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions 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.


 



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Any reference to an officer
of the Corporation in this Article IX shall be deemed to refer exclusively to the Chief Executive Officer, the President and the
Secretary of the Corporation, or other officer of the Corporation appointed by (x) the Board pursuant to Article V or (y) an officer
to whom the Board has delegated the power to appoint officers pursuant to Article V, 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 - Amendments


 


The Board is expressly empowered
to adopt, amend or repeal the bylaws of the Corporation. The stockholders also shall have power to adopt, amend or repeal the bylaws of
the Corporation; provided, however, that such action by stockholders shall require, in addition to any other vote required by the
Certificate of Incorporation or applicable law, the affirmative vote of the holders of at least two-thirds of the voting power of all
the then-outstanding shares of voting stock of the Corporation with the power to vote generally in an election of directors, voting together
as a single class.


 


Article XI - Forum Selection


 


Unless the Corporation
consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of
the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the
District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and
exclusive forum for (i) any derivative Proceeding brought on behalf of the Corporation, (ii) any Proceeding asserting a claim of
breach of a fiduciary duty owed by any director, officer or stockholder of the Corporation to the Corporation or to the
Corporation’s stockholders, (iii) any Proceeding arising pursuant to any provision of the DGCL or the Certificate of
Incorporation or these bylaws (as either may be amended from time to time) or (iv) any Proceeding asserting a claim against the
Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article XI, the
federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a
cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope
of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a
“Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the
personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such
court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such
stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such
stockholder.


 



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Any person or entity purchasing
or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article
XI. Notwithstanding the foregoing, the provisions of this Article XI shall not apply to suits brought to enforce any liability
or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States
have exclusive jurisdiction.


 


If any provision or provisions
of this Article XI shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (a)
the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article
XI (including, without limitation, each portion of any paragraph of this Article XI 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 (b) the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired
thereby.


 


Article XII - Definitions


 


As used in these bylaws, unless
the context otherwise requires, the following terms shall have the following meanings:


 


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.


 


An “electronic mail”
means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed to include any files
attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or
agent of the Corporation who is available to assist with accessing such files and information).


 


An “electronic mail
address” means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly
referred to as the “local part” of the address) and a reference to an internet domain (commonly referred to as the “domain
part” of the address), whether or not displayed, to which electronic mail can be sent or delivered.


 


The term “person”
means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock
company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature,
and shall include any successor (by merger or otherwise) of such entity.


 



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Kin Insurance, Inc.


 


Certificate of Amendment
and Restatement of Bylaws


 





 



 


The
undersigned hereby certifies that he is the duly elected, qualified, and acting Chief Executive Officer of Kin Insurance, Inc., a Delaware
corporation (the “Corporation”), and that the foregoing bylaws were approved on [ ● ], 2021, effective
as of [ ● ], 2021, by the Corporation’s board of directors.


 


IN
WITNESS WHEREOF, the undersigned has hereunto set his hand this [ ● ] day of [ ● ], 2021.


 


	 	
	 	Name:	Sean Harper
	 	Title:	Chief Executive Officer