Exhibit
4.1


 


 


RESTATED CERTIFICATE OF INCORPORATION


 


OF


 


BLUE
APRON HOLDINGS, INC.


 


(originally incorporated on December 22, 2016)


 


FIRST: The name of the Corporation is Blue Apron Holdings,
Inc. (the “Corporation”).


 


SECOND: The address of the registered
office of the Corporation in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, City of Wilmington,
County of New Castle, Delaware 19808. The name of the registered agent of the Corporation at that address is Corporation Service Company.


 


THIRD: The nature of the business
or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware (the “General Corporation Law”).


 


FOURTH: The total number of shares
of all classes of stock which the Corporation shall have authority to issue is 2,185,000,000 shares, consisting of 1,500,000,000 shares
of Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), 175,000,000 shares of Class B Common
Stock, $0.0001 par value per share (“Class B Common Stock”), 500,000,000 shares of Class C Capital Stock, $0.0001 par
value per share (“Class C Capital Stock”), and 10,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred
Stock”). The number of authorized shares of Class A Common Stock, Class B Common Stock or Class C Capital Stock may be increased
or decreased (but not below (i) the number of shares thereof then outstanding and (ii) with respect to the Class A Common Stock, the number
of shares of Class A Common Stock reserved pursuant to Section 8 of Part A of this Article FOURTH) by the affirmative vote of the
holders of capital stock representing a majority of the voting power of all the then-outstanding shares of capital stock of the Corporation
entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.


 


The following is a statement of
the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each
class of capital stock of the Corporation.


 


		A	CLASS A COMMON STOCK, CLASS B COMMON STOCK AND CLASS C CAPITAL STOCK.



 


Unless otherwise indicated, references to
 “Sections” or “Subsections” in this Part A of this Article FOURTH refer to sections and subsections of Part
A of this Article FOURTH.


 


1.                 
General. Except as otherwise provided in the Certificate of Incorporation or required by applicable law, shares of Class
A Common Stock, Class B Common Stock and Class C Capital Stock shall have the same rights and powers, rank equally (including as to dividends
and distributions, and upon any liquidation, dissolution or winding up of the Corporation), share ratably and be identical in all respects
and as to all matters. The voting, dividend and liquidation rights of the holders of Class A Common Stock, Class B Common Stock and Class
C Capital Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock of any series
as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.


 






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 2.                  Voting.




 


2.1             
Class A Common Stock and Class B Common Stock. Except as otherwise required by applicable law, at all meetings of stockholders,
each holder of Class A Common Stock shall have the right to one (1) vote per share of Class A Common Stock held of record by such holder
and each holder of Class B Common Stock shall have the right to ten (10) votes per share of Class B Common Stock held of record by such
holder. Except as otherwise required by applicable law or provided in the Certificate of Incorporation, the holders of shares of Class
A Common Stock and Class B Common Stock shall (a) at all times vote together as a single class on all matters (including the election
of directors) submitted to a vote of the stockholders of the Corporation, (b) be entitled to notice of any stockholders’ meeting
in accordance with the By- laws of the Corporation and (c) be entitled to vote upon such matters and in such manner as may be provided
by applicable law; provided, however, that, except as otherwise required by applicable law, holders of Class A Common Stock
and Class B Common Stock, as such, shall not be entitled to vote on any amendment to the Certificate of Incorporation (which, as used
herein, shall mean the certificate of incorporation of the Corporation, as amended from time to time, including the terms of any certificate
of designations of any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock
if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series,
to vote thereon pursuant to the Certificate of Incorporation or applicable law. There shall be no cumulative voting.


 


2.2            
Class C Capital Stock. Except as otherwise required by applicable law or provided herein, the holders of shares of Class
C Capital Stock shall (a) have no voting rights or power, (b) not be entitled to vote on any matter that is submitted to a vote of the
stockholders of the Corporation and (c) be entitled to notice of all stockholders’ meetings.


 


3.                 Dividend
and Distribution Rights. Shares of Class A Common Stock, Class B Common Stock and Class C Capital Stock shall be treated
equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid
from time to time by the Board of Directors of the Corporation (the “Board of Directors”) out of any assets of
the Corporation legally available therefor; provided, however, that in the event a dividend is paid in the form of
shares of Class A Common Stock, Class B Common Stock or Class C Capital Stock (or rights to acquire, or securities convertible into
or exchangeable for, such shares), then holders of Class A Common Stock shall be entitled to receive shares of Class A Common Stock
(or rights to acquire, or securities convertible into or exchangeable for, such shares, as the case may be), holders of Class B
Common Stock shall be entitled to receive shares of Class B Common Stock (or rights to acquire, or securities convertible into or
exchangeable for, such shares, as the case may be) and holders of Class C Capital Stock shall be entitled to receive shares of Class
C Capital Stock (or rights to acquire, or securities convertible into or exchangeable for, such shares, as the case may be), with
holders of shares of Class A Common Stock, Class B Common Stock and Class C Capital Stock receiving, on a per share basis, an
identical number of shares of Class A Common Stock, Class B Common Stock or Class C Capital Stock (or rights to acquire, or
securities convertible into or exchangeable for, such shares, as the case may be), as applicable. Notwithstanding the foregoing, the
Board of Directors may pay or make a disparate dividend or distribution per share of Class A Common Stock, Class B Common Stock or
Class C Capital Stock (whether in the amount of such dividend or distribution payable per share, the form in which such dividend or
distribution is payable, the timing of the payment, or otherwise) if such disparate dividend or distribution is approved in advance
by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock, Class B Common Stock and
Class C Capital Stock, each voting separately as a class.


 


4.                 
Subdivisions, Combinations or Reclassifications. Shares of Class A Common Stock, Class B Common Stock or Class C Capital
Stock may not be subdivided, combined or reclassified unless the shares of each of the other two classes are concurrently therewith proportionately
subdivided, combined or reclassified in a manner that maintains the same proportionate equity ownership between the holders of the outstanding
Class A Common Stock, Class B Common Stock and Class C Capital Stock on the record date for such subdivision, combination or reclassification;
provided, however, that shares of one such class may be subdivided, combined or reclassified in a different or disproportionate
manner if such subdivision, combination or reclassification is approved in advance by the affirmative vote of the holders of a majority
of the outstanding shares of Class A Common Stock, Class B Common Stock and Class C Capital Stock, each voting separately as a class.


 


5.                 
Liquidation, Dissolution or Winding Up. Subject to the preferential or other rights of any holders of Preferred Stock then
outstanding, upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, holders of Class A
Common Stock, Class B Common Stock and Class C Capital Stock will be entitled to receive ratably all assets of the Corporation available
for distribution to its stockholders unless disparate or different treatment of the shares of each such class with respect to distributions
upon any such liquidation, dissolution or winding up is approved in advance by the affirmative vote of the holders of a majority of the
outstanding shares of Class A Common Stock, Class B Common Stock and Class C Capital Stock, each voting separately as a class.


 






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 6.                 Certain Transactions.




 


6.1              Merger
or Consolidation. In the case of any distribution or payment in respect of the shares of Class A Common Stock, Class B Common
Stock or Class C Capital Stock upon the consolidation or merger of the Corporation with or into any other entity, such distribution
or payment that the holders of shares of Class A Common Stock, Class B Common Stock or Class C Capital Stock have the right to
receive, or the right to elect to receive, shall be made ratably on a per share basis among the holders of the Class A Common Stock,
Class B Common Stock and Class C Capital Stock as a single class; provided, however, that shares of such classes may
receive, or have the right to elect to receive, different or disproportionate consideration in connection with such consolidation,
merger or other transaction if the only difference in the per share consideration to the holders of the Class A Common Stock, Class
B Common Stock and Class C Capital Stock is that any securities distributed to the holder of a share of Class B Common Stock have
ten (10) times the voting power of any securities distributed to the holder of a share of Class A Common Stock and that any
securities distributed to the holder of a share of Class C Capital Stock have no voting rights or power.


 


6.2             
Third-Party Tender or Exchange Offers. The Corporation may not enter into any agreement pursuant to which a third party
may by tender or exchange offer acquire any shares of Class A Common Stock, Class B Common Stock or Class C Capital Stock, nor may the
Corporation or the Board of Directors (or any committee thereof) recommend that holders tender shares of Class A Common Stock, Class B
Common Stock or Class C Capital Stock into any third-party tender or exchange offer, unless the holders of (a) the Class A Common Stock
shall have the right to receive, or the right to elect to receive, the same form of consideration and the same amount of consideration
on a per share basis as the holders of the Class B Common Stock and Class C Capital Stock would receive, or have the right to elect to
receive, as applicable, (b) the Class B Common Stock shall have the right to receive, or the right to elect to receive, the same form
of consideration and the same amount of consideration on a per share basis as the holders of the Class A Common Stock and Class C Capital
Stock would receive, or have the right to elect to receive, as applicable, and (c) the Class C Capital Stock shall have the right to receive,
or the right to elect to receive, the same form of consideration and the same amount of consideration on a per share basis as the holders
of the Class A Common Stock and Class B Common Stock would receive, or have the right to elect to receive, as applicable; provided,
however, that shares of such classes may receive, or have the right to elect to receive, different or disproportionate consideration
in connection with such tender or exchange offer if the only difference in the per share consideration to the holders of the Class A Common
Stock, Class B Common Stock and Class C Capital Stock is that any securities distributed to the holder of a share of Class B Common Stock
have ten (10) times the voting power of any securities distributed to the holder of a share of Class A Common Stock and that any securities
distributed to the holder of a share of Class C Capital Stock have no voting rights or power.


 


 7.                  Conversion.




 


7.1              Optional
Conversion of Class B Common Stock. Each share of Class B Common Stock shall be convertible into one (1) fully paid and
nonassessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the Corporation
(an “Optional Class B Conversion Event”). Before any holder of Class B Common Stock shall be entitled to convert
any shares of Class B Common Stock into shares of Class A Common Stock, such holder shall surrender the certificate or certificates
therefor (if any), duly endorsed, at the principal corporate office of the Corporation or of any transfer agent for the Class B
Common Stock, and shall provide written notice to the Corporation at its principal corporate office, of such conversion election and
shall state therein the name or names (i) in which the certificate or certificates representing the shares of Class A Common Stock
into which the shares of Class B Common Stock are so converted are to be issued (if such shares of Class A Common Stock are
certificated) or (ii) in which such shares of Class A Common Stock are to be registered in book entry (if such shares of Class A
Common Stock are uncertificated). If the shares of Class A Common Stock into which the shares of Class B Common Stock are to be
converted are to be issued in a name or names other than the name of the holder of the shares of Class B Common Stock being
converted, such notice shall be accompanied by a written instrument or instruments of transfer, in form satisfactory to the
Corporation, duly executed by the holder. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office
to such holder, or to the nominee or nominees of such holder, a certificate or certificates representing the number of shares of
Class A Common Stock to which such holder shall be entitled upon such conversion (if such shares of Class A Common Stock are
certificated) or shall register such shares of Class A Common Stock in book-entry form (if such shares of Class A Common Stock are
uncertificated). Such conversion shall be deemed to be effective immediately prior to the close of business on the date of such
surrender of the shares of Class B Common Stock to be converted following or contemporaneously with the provision of written notice
of such conversion election as required by this Subsection 7.1, the shares of Class A Common Stock issuable upon such conversion
shall be deemed to be outstanding as of such time, and the person or persons entitled to receive the shares of Class A Common Stock
issuable upon such conversion shall be deemed to be the record holder or holders of such shares of Class A Common Stock as of such
time.


 






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7.2             
Automatic Conversion of Class B Common Stock. Class B Common Stock shall automatically convert into Class A Common Stock
upon the occurrence of an event described below (each, a “Mandatory Class B Conversion Event”):


 


(a)                Transfers.
Each share of Class B Common Stock shall automatically, without further action by the Corporation or the holder thereof, convert
into one (1) fully paid and nonassessable share of Class A Common Stock upon the occurrence of a Transfer (as defined in Section
10), other than a Permitted Transfer (as defined in Section 10), of such share of Class B Common Stock.


 


(b)              
Death or Disability of Holder. In addition to the automatic conversion provisions contained in Subsection 7.2(a),
each share of Class B Common Stock held of record by a holder of Class B Common Stock who is a natural person, or held of record by Permitted
Transferees (as defined in Section 10) of such holder of Class B Common Stock, shall automatically, without any further action
by the Corporation or the holder thereof, convert into one (1) fully paid and nonassessable share of Class A Common Stock upon the death
or Disability (as defined in Section 10) of such holder of Class B Common Stock; provided, however, that following
the death or Disability of a Founder (as defined in Section 10), each share of Class B Common Stock held of record by such Founder,
or held of record by Permitted Transferees of such Founder, shall automatically, without any further action by the Corporation or the
holder thereof, convert into one (1) fully paid and nonassessable share of Class A Common Stock upon that date which is the earlier of
(i) nine (9) months after the date of death or Disability of such Founder, and (ii) the date upon which such Founder’s Permitted
Transferees cease to hold such shares of Class B Common Stock or to exercise Voting Control (as defined in Section 10) over such
shares of Class B Common Stock, as applicable.


 


(c)                Death
or Disability of Matthew Salzberg. In addition to the automatic conversion provisions contained in Subsection 7.2(b),
each outstanding share of Class B Common Stock shall automatically, without any further action by the Corporation or the holder
thereof, convert into one (1) fully paid and nonassessable share of Class A Common Stock upon the date which is nine (9) months
after the date of death or Disability of Matthew Salzberg (“Salzberg”).


 


(d)              
Reduction in Voting Power. Each outstanding share of Class B Common Stock shall automatically, without further action by
the Corporation or the holder thereof, convert into one (1) fully paid and nonassessable share of Class A Common Stock upon the first
date on which the voting power of all then-outstanding shares of Class B Common Stock represent less than five percent (5%) of the combined
voting power of all then-outstanding shares of Class A Common Stock and Class B Common Stock.


 


7.3             
Automatic Conversion of Class C Capital Stock. Upon the conversion or other exchange of all outstanding shares of Class
B Common Stock into or for shares of Class A Common Stock, each outstanding share of Class C Capital Stock shall automatically, without
further action by the Corporation or the holders thereof, convert into one (1) fully paid and nonassessable share of Class A Common Stock
on the date fixed therefor by the Board of Directors that is no less than thirty-one (31) days and no more than ninety (90) days following
such conversion or other exchange of Class B Common Stock (the “Class C Conversion Event”).


 


7.4             
Certificates. Each outstanding stock certificate (if shares are in certificated form) that, immediately prior to the occurrence
of an Optional Class B Conversion Event, a Mandatory Class B Conversion Event or the Class C Conversion Event (any of the foregoing, a
 “Conversion Event”), represented one or more shares of Class B Common Stock or Class C Capital Stock subject to such
Conversion Event shall, upon such Conversion Event, be deemed to represent an equal number of shares of Class A Common Stock, without
the need for surrender or exchange thereof. The Corporation shall, upon the request of any holder whose shares of Class B Common Stock
or Class C Capital Stock have been converted into shares of Class A Common Stock as a result of a Conversion Event and upon surrender
by such holder to the Corporation of the outstanding certificate(s) formerly representing such holder’s shares of Class B Common
Stock or Class C Capital Stock (if any), issue and deliver to such holder certificate(s) representing the shares of Class A Common Stock
into which such holder’s shares of Class B Common Stock or Class C Capital Stock were converted as a result of such Conversion Event
(if such shares are certificated) or, if such shares are uncertificated, register such shares in book-entry form. Each share of Class
B Common Stock or Class C Capital Stock that is converted pursuant to Subsection 7.1, 7.2 or 7.3 shall thereupon automatically
be retired and shall not be available for reissuance.


 






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7.5              Policies
and Procedures. The Corporation may, from time to time, establish such policies and procedures, not in violation of applicable
law or the other provisions of the Certificate of Incorporation or By-laws of the Corporation, relating to the conversion of the
Class B Common Stock or Class C Capital Stock, as applicable, into Class A Common Stock, as it may deem necessary or advisable in
connection therewith. If the Corporation has reason to believe that a Transfer or other Conversion Event giving rise to a conversion
of shares of Class B Common Stock into Class A Common Stock has occurred but has not theretofore been reflected on the books of the
Corporation (or in book entry as maintained by the transfer agent of the Corporation), the Corporation may request that the holder
of such shares furnish affidavits or other evidence to the Corporation as the Corporation deems necessary to determine whether a
conversion of shares of Class B Common Stock to Class A Common Stock has occurred, and if such holder does not within ten (10) days
after the date of such request furnish sufficient evidence to the Corporation (in the manner provided in the request) to enable the
Corporation to determine that no such conversion has occurred, any such shares of Class B Common Stock, to the extent not previously
converted, shall be automatically converted into shares of Class A Common Stock and the same shall thereupon be registered on the
books and records of the Corporation (or in book entry as maintained by the transfer agent of the Corporation). In connection with
any action of stockholders taken at a meeting, the stock ledger of the Corporation (or in book entry as maintained by the transfer
agent of the Corporation) shall be presumptive evidence as to who are the stockholders entitled to vote in person or by proxy at any
meeting of stockholders and the class or classes or series of shares held by each such stockholder and the number of shares of each
class or classes or series held by such stockholder.


 


8.                 
Reservation of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares
of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of Class B Common Stock and Class C Capital
Stock, such number of shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding
shares of Class B Common Stock and Class C Capital Stock into shares of Class A Common Stock.


 


9.                 
Protective Provision. The Corporation shall not, whether by merger, consolidation or otherwise, amend, alter, repeal or
waive any provision of Part A of this Article FOURTH (or adopt any provision inconsistent therewith), without first obtaining the affirmative
vote of the holders of a majority of the then outstanding shares of Class A Common Stock and Class B Common Stock, each voting as a separate
class, in addition to any other vote required by applicable law, the Certificate of Incorporation or By-laws of the Corporation.


 


 10.                Definitions. For purposes of this Article FOURTH:




 


“Affiliate” means,
with respect to any person, any other person or entity that directly or indirectly, controls, is controlled by, or is under common control
with such person, including, without limitation, any trustee, partner, officer, director or member of such person and any venture capital
or other investment fund now or hereafter existing which is controlled by or under common control with one or more general partners or
shares the same management company with such person.


 


“Delayed Conversion Period”
means the period of time following the death or Disability of a Founder until all shares of Class B Common Stock held of record by such
Founder, or such Founder’s Permitted Transferees, upon his death or Disability are converted into shares of Class A Common Stock
in accordance with Subsection 7.2 above.


 


“Disability”
means permanent and total disability such that the natural person holder of Class B Common Stock is unable to engage in any
substantial gainful activity by reason of any medically determinable mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not less than twelve (12) months as determined by a licensed
medical practitioner. In the event of a dispute whether the natural person holder of Class B Common Stock has suffered a Disability,
no Disability of the natural person holder of Class B Common Stock shall be deemed to have occurred unless and until an affirmative
ruling regarding such Disability has been made by a court of competent jurisdiction, and such ruling has become final and
nonappealable.


 






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“Family Member”
means with respect to any natural person who is a Qualified Stockholder (a) the spouse of such Qualified Stockholder, (b) the parents,
grandparents, lineal descendants, siblings or lineal descendants of siblings of such Qualified Stockholder or (c) the parents, grandparents,
lineal descendants, siblings or lineal descendants of siblings of the spouse of such Qualified Stockholder. Lineal descendants shall include
adopted persons, but only so long as they are adopted during minority.


 


“Fiduciary” means
a natural person who (a) is an executor, personal representative, administrator, trustee, manager, managing member, general partner, director,
officer or any other agent of a person and (b) manages, controls or otherwise has decision-making authority with respect to such person.


 


“Founder” means Matthew Salzberg, Matthew
Wadiak or Ilia Papas.


 


“Founder Qualified Stockholder”
means a Qualified Stockholder who is also a Founder.


 


“Founder Trustee”
means any natural person designated or approved by a Founder and approved by resolution of not less than sixty-six and two-thirds percent
(66-2/3%) of the directors then constituting the entire Board of Directors, in each case acting in his or her capacity as voting trustee
pursuant to a written voting trust agreement entered into by such Founder prior to his death or Disability; provided, however,
that approval of the Board of Directors shall not be required for any such natural person designated or approved by such Founder pursuant
to a written voting trust agreement entered into by such Founder prior to the Reclassification Date (as defined below) and serving as
voting trustee at the Reclassification Date.


 


“Parent” of an
entity means any entity that directly or indirectly owns or controls a majority of the voting power of the voting securities of such entity.


 


“Permitted Entity” means with respect to
a Qualified Stockholder:


 


(a)               
a Permitted Trust solely for the benefit of (i) such Qualified Stockholder, (ii) one or more Family Members of such Qualified Stockholder
and/or (iii) any other Permitted Entity of such Qualified Stockholder;


 


(b)                any
general partnership, limited partnership, limited liability company, corporation, public benefit corporation or other entity
exclusively owned by (i) such Qualified Stockholder, (ii) one or more Family Members of such Qualified Stockholder and/or (iii) any
other Permitted Entity of such Qualified Stockholder;


 


(c)                the
executor or personal representative of the estate of a Qualified Stockholder upon the death of such Qualified Stockholder solely to
the extent the executor or personal representative is acting in the capacity of executor or personal representative of such
estate;


 


(d)               
a revocable living trust, which revocable living trust is itself both a Permitted Trust and a Qualified Stockholder, during the
lifetime of the natural person grantor of such trust; or


 


(e)               
a revocable living trust (including any irrevocable administrative trust resulting from the death of the natural person grantor
of such trust) which trust is itself both a Permitted Trust and a Qualified Stockholder, following the death of the natural person grantor
of such trust, solely to the extent that such shares are held in such trust pending distribution to the beneficiaries designated in such
trust.


 


Except as explicitly provided for
herein, a Permitted Entity of a Qualified Stockholder shall not cease to be a Permitted Entity of that Qualified Stockholder solely by
reason of the death of that Qualified Stockholder.


 


“Permitted Transfer”
means, and is restricted to, any Transfer of a share of Class B Common Stock:


 






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(a)               
by a Qualified Stockholder (or, in the case of a deceased Founder Qualified Stockholder, the executor or personal representative
of the estate of such deceased Founder Qualified Stockholder during the Delayed Conversion Period) to (i) one or more Family Members of
such Qualified Stockholder so long as such Qualified Stockholder (or, in the case of a deceased Founder Qualified Stockholder, the executor
or personal representative of the estate of such deceased Founder Qualified Stockholder during the Delayed Conversion Period) continues
to exercise Voting Control over such shares, (ii) any Permitted Entity of such Qualified Stockholder so long as (A) such Qualified Stockholder
(or, in the case of a deceased Founder Qualified Stockholder, the executor or personal representative of the estate of such deceased Founder
Qualified Stockholder during the Delayed Conversion Period) continues to exercise Voting Control over such shares, or (B) a Fiduciary
of such Permitted Entity who is selected by such Qualified Stockholder, and whom such Qualified Stockholder has the power to remove and
replace with another Fiduciary selected by such Qualified Stockholder, exercises Voting Control over such shares, (iii) any foundation
or similar entity or any Qualified Charity so long as (A) such Qualified Stockholder (or, in the case of a deceased Founder Qualified
Stockholder, the executor or personal representative of the estate of such deceased Founder Qualified Stockholder during the Delayed Conversion
Period) continues to exercise Voting Control over such shares, or (B) a Fiduciary of such foundation, similar entity or Qualified Charity
who is selected by such Qualified Stockholder, and whom such Qualified Stockholder has the power to remove and replace with another Fiduciary
selected by such Qualified Stockholder, exercises Voting Control over such shares, (iv) any Permitted Entity of a Family Member of such
Qualified Stockholder so long as such Qualified Stockholder (or, in the case of a deceased Founder Qualified Stockholder, the executor
or personal representative of the estate of such deceased Founder Qualified Stockholder during the Delayed Conversion Period) continues
to exercise Voting Control over such shares, or (v) such Qualified Stockholder’s revocable living trust which revocable living trust
is itself both a Permitted Trust and a Qualified Stockholder;


 


(b)              
by a Permitted Entity of a Qualified Stockholder (or, in the case of a deceased Founder Qualified Stockholder, the executor or
personal representative of the estate of such deceased Founder Qualified Stockholder during the Delayed Conversion Period) to (i) such
Qualified Stockholder (or, in the case of a deceased Founder Qualified Stockholder, the executor or personal representative of the estate
of such deceased Founder Qualified Stockholder during the Delayed Conversion Period) or one or more Family Members of such Qualified Stockholder,
(ii) any other Permitted Entity of such Qualified Stockholder (or, in the case of a deceased Founder Qualified Stockholder, the executor
or personal representative of the estate of such deceased Founder Qualified Stockholder during the Delayed Conversion Period) or (iii)
any Permitted Entity of a Family Member of such Qualified Stockholder; or


 


(c)               
by a Qualified Stockholder that is an entity to an Affiliate (provided, that for purposes of a Permitted Transfer, an Affiliate
shall not include, in any case, limited partners, stockholders or members of such Qualified Stockholder).


 


“Permitted Transferee”
means a transferee of shares of Class B Common Stock received in a Transfer that constitutes a Permitted Transfer.


 


“Permitted Trust”
means a bona fide trust where each trustee is (a) a Qualified Stockholder; (b) a Family Member of a Qualified Stockholder; (c) a professional
in the business of providing trustee services, including private professional fiduciaries, trust companies, accounting, legal or financial
advisor, or bank trust departments; (d) an employee of the Corporation or a member of the Board of Directors; or (e) solely in the case
of any such trust established by a natural person grantor, any other bona fide trustee; provided, however, that solely with
respect to a trust (whether existing at the Reclassification Date or established thereafter) receiving or holding shares of a Founder,
which trust is contingent and effective upon the death or Disability of such Founder, each trustee of such trust shall be a Founder Trustee
in order for such trust to constitute a Permitted Trust.


 


“Qualified Charity”
means a domestic U.S. charitable organization, contributions to which are deductible for federal income, estate, gift and generation skipping
transfer tax purposes.


 






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“Qualified Stockholder” means:


 


(a)                the registered holder of a share of Class
B Common Stock as of the Reclassification Date;


 


(b)                the initial registered
holder of a share of Class B Common Stock that was issued upon conversion of the Corporation’s Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock upon the completion of the Corporation’s
initial public offering of Class A Common Stock;


 


(c)               
the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Reclassification
Date pursuant to the exercise or conversion of options or warrants or settlement of restricted stock units (“RSUs”)
that, in each case, are outstanding as of the Reclassification Date;


 


(d)              
the initial record holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective
Time upon the approval of the Board of Directors;


 


(e)               
the initial record holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective
Time pursuant to the conversion, exchange or exercise of securities issued pursuant to the preceding subclause (d);


 


(f)               
each natural person who Transferred shares of or equity awards for Class B Common Stock (including any option or warrant exercisable
or convertible into, or any RSU that can be settled in shares of, Class B Common Stock) to a Permitted Entity that is or becomes a Qualified
Stockholder pursuant to the foregoing subclauses (a), (b) or (c); and


 


 (g)                a Permitted Transferee.




 


“Reclassification Date” means December
29, 2016.


 


“Transfer”
of a share of Class B Common Stock means, directly or indirectly, any sale, assignment, transfer, conveyance, hypothecation or other
transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether
voluntary or involuntary or by operation of law (including by merger, consolidation or otherwise), including, without limitation,
the transfer of a share of Class B Common Stock to a broker or other nominee or the transfer of, or entering into a binding
agreement with respect to, Voting Control over such share by proxy or otherwise. A Transfer shall also be deemed to have occurred
with respect to a share of Class B Common Stock beneficially held by (x) an entity that is a Permitted Entity if there occurs any
act or circumstance that causes such entity to no longer be a Permitted Entity or (y)  an
entity that is a Qualified Stockholder if there occurs a Transfer on a cumulative basis, from and after the Reclassification Date,
of a majority of the voting power of the voting securities of such entity or any direct or indirect Parent of such entity, other
than a Transfer to parties that are, as of the Reclassification Date, holders of voting securities of any such entity or Parent of
such entity. In addition, for the avoidance of doubt, a Transfer shall be deemed to have occurred if a holder that is a partnership,
limited partnership, limited liability company or corporation distributes or otherwise transfers its shares of Class B Common Stock
to its partners, stockholders, members or other equity owners. Notwithstanding the foregoing, the following shall not be considered
a Transfer:


 


(a)               
the granting of a revocable proxy to officers or directors of the Corporation at the request of the Board of Directors in connection
with actions to be taken at an annual or special meeting of stockholders;


 


(b)              
entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with stockholders who are holders
of Class B Common Stock, which voting trust, agreement or arrangement (i) is disclosed either in a Schedule 13D filed with the Securities
and Exchange Commission or in writing to the Secretary of the Corporation, (ii) either has a term not exceeding one (1) year or is terminable
by the holder of the shares subject thereto at any time and (iii) does not involve any payment of cash, securities or other property
to the holder of the shares subject thereto other than the mutual promise to vote shares in a designated manner;


 






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(c)               
the pledge of shares of Class B Common Stock by a stockholder that creates a mere security interest in such shares pursuant to
a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise Voting Control over such pledged shares;
provided, however, that a foreclosure on such shares or other similar action by the pledgee shall constitute a Transfer
unless such foreclosure or similar action qualifies as a Permitted Transfer at such time;


 


(d)                
any change in the trustee(s) or the person(s) and/or entity(ies) having or exercising Voting Control over shares of Class B Common
Stock of a Permitted Entity, provided that following such change such Permitted Entity continues to be a Permitted Entity; or


 


(e)               
(1) the assignment, transfer, conveyance, hypothecation or other transfer or disposition of shares of Class B Common Stock by a
Qualified Stockholder to a grantor retained annuity trust (a “GRAT”) for which the trustee is (A) such Qualified Stockholder,
(B) a Family Member of such Qualified Stockholder, (C) a professional in the business of providing trustee services, including private
professional fiduciaries, trust companies, accounting, legal or financial advisors, or bank trust departments, (D) an employee of the
Corporation or a member of the Board of Directors or (E) solely in the case of any such trust established by a natural person grantor,
any other bona fide trustee; (2) the change in trustee for such a GRAT from one of the persons identified in the foregoing subclauses
(A) through (E) to another person identified in the foregoing subclauses (A) through (E); and (3) the distribution of such shares of Class
B Common Stock from such GRAT to such Qualified Stockholder (provided, however, that the distribution of shares of Class
B Common Stock to any beneficiary of such GRAT except such Qualified Stockholder shall constitute a Transfer unless such distribution
qualifies as a Permitted Transfer at such time).


 


“Voting Control”
means, with respect to a share of Class B Common Stock, the power (whether exclusive or shared) to vote or direct the voting of such share
by proxy, voting agreement or otherwise.


 


		B	PREFERRED STOCK.



 


Preferred Stock may be issued from
time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions
providing for the issue of such series adopted by the Board of Directors as hereinafter provided. Any shares of Preferred Stock which
may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law.


 


Authority is hereby expressly
granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the
creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing
a certificate of designations relating thereto in accordance with the General Corporation Law, to determine and fix the number of
shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without
limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and
expressed in such resolutions, all to the full extent now or hereafter permitted by the General Corporation Law. Without limiting
the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such
series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law.


 


The number of authorized shares
of Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the
holders of a majority of the voting power of the capital stock of the Corporation entitled to vote thereon, voting as a single class,
irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.


 


FIFTH: Except as otherwise provided
herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation,
in the manner now or hereafter prescribed by statute and the Certificate of Incorporation, and all rights conferred upon stockholders
herein are granted subject to this reservation.


 






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SIXTH: In furtherance and not
in limitation of the powers conferred upon it by the General Corporation Law, and subject to the terms of any series of Preferred Stock,
the Board of Directors shall have the power to adopt, amend, alter or repeal the By-laws of the Corporation by the affirmative vote of
a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present. The stockholders
may not adopt, amend, alter or repeal the By-laws of the Corporation, or adopt any provision inconsistent therewith, unless such action
is approved, in addition to any other vote required by the Certificate of Incorporation, by the affirmative vote of the holders of at
least sixty-six and two-thirds percent (66-2/3%) of the votes that all the stockholders would be entitled to cast in any annual election
of directors or class of directors. Notwithstanding any other provisions of law, the Certificate of Incorporation or the By-laws of the
Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at
least sixty-six and two-thirds percent (66-2/3%) of the votes which all the stockholders would be entitled to cast in any annual election
of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article SIXTH.


 


SEVENTH: The Corporation
renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded
Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired,
created or developed by, or which otherwise comes into the possession of, (i) any director of the Corporation who is not an employee
or advisor of the Corporation or any of its subsidiaries, or (ii)  any
holder of Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone
who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such
matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a
Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.


 


EIGHTH: Except to the extent
that the General Corporation Law prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no
director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary
duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply
to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment or repeal. If the General Corporation Law is amended to permit further elimination
or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited
to the fullest extent permitted by the General Corporation Law as so amended.


 


NINTH: The Corporation shall provide indemnification as
follows:


 


1.                  Actions,
Suits and Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify each person who was or
is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he
or she is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve,
at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being
referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in
such capacity, against all expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including excise taxes
and penalties arising under the Employee Retirement Income Security Act of 1974), and amounts paid in settlement actually and
reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if
Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests
of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a
manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.


 






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2.                  Actions
or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party to or
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that Indemnitee is or was, or has agreed to become, a director or officer of
the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner,
employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise
(including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against
all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and
reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if
Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests
of the Corporation, except that no indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to
which Indemnitee shall have been adjudged to be liable to the Corporation, unless, and only to the extent, that the Court of
Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the
adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware or such other court shall deem
proper.


 


3.                 
Indemnification for Expenses of Successful Party. Notwithstanding any other provisions of this Article NINTH, to the extent
that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections
1 and 2 of this Article NINTH, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding,
Indemnitee shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf
of Indemnitee in connection therewith.


 


4.                  Notification
and Defense of Claim. As a condition precedent to an Indemnitee’s right to be indemnified, such Indemnitee must notify the
Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which
indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so
notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own
expense, with legal counsel reasonably acceptable to Indemnitee. After notice from the Corporation to Indemnitee of its election so
to assume such defense, the Corporation shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by
Indemnitee in connection with such action, suit, proceeding or investigation, other than as provided below in this Section 4.
Indemnitee shall have the right to employ his or her own counsel in connection with such action, suit, proceeding or investigation,
but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall
be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii)  counsel
to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between
the Corporation and Indemnitee in the conduct of the defense of such action, suit, proceeding or investigation or (iii) the
Corporation shall not in fact have employed counsel to assume the defense of such action, suit, proceeding or investigation, in each
of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Corporation, except as otherwise
expressly provided by this Article NINTH. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the
defense of any claim brought by or in the right of the Corporation or as to which counsel for Indemnitee shall have reasonably made
the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify Indemnitee under this Article
NINTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The
Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or
limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably
withhold or delay its consent to any proposed settlement.


 






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5.                 
Advance of Expenses. Subject to the provisions of Section 6 of this Article NINTH, in the event of any threatened or pending
action, suit, proceeding or investigation of which the Corporation receives notice under this Article NINTH, any expenses (including
attorneys’ fees) incurred by or on behalf of Indemnitee in defending an action, suit, proceeding or investigation or any appeal
therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that
the payment of such expenses incurred by or on behalf of Indemnitee in advance of the final disposition of such matter shall be made
only upon receipt of an undertaking by or on behalf of Indemnitee to repay all amounts so advanced in the event that it shall ultimately
be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article NINTH; and provided 
further that no such advancement of expenses shall be made under this Article NINTH if it is determined (in the manner described
in Section 6) that (i) Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Corporation, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to
believe his or her conduct was unlawful. Such undertaking shall be accepted without reference to the financial ability of Indemnitee
to make such repayment.


 


6.                 
Procedure for Indemnification and Advancement of Expenses. In order to obtain indemnification or advancement of expenses
pursuant to Section 1, 2, 3 or 5 of this Article NINTH, an Indemnitee shall submit to the Corporation a written request. Any such advancement
of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of Indemnitee,
unless (i) the Corporation has assumed the defense pursuant to Section 4 of this Article NINTH (and none of the circumstances described
in Section 4 of this Article NINTH that would nonetheless entitle the Indemnitee to indemnification for the fees and expenses of separate
counsel have occurred) or (ii) the Corporation determines within such 60-day period that Indemnitee did not meet the applicable standard
of conduct set forth in Section 1, 2 or 5 of this Article NINTH, as the case may be. Any such indemnification, unless ordered by a court,
shall be made with respect to requests under Section 1 or 2 only as authorized in the specific case upon a determination by the Corporation
that the indemnification of Indemnitee is proper because Indemnitee has met the applicable standard of conduct set forth in Section 1
or 2, as the case may be. Such determination shall be made in each instance (a) by a majority vote of the directors of the Corporation
consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”),
whether or not a quorum, (b) by a committee of disinterested directors designated by majority vote of disinterested directors, whether
or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel
(who may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders
of the Corporation.


 


7.                  Remedies.
The right to indemnification or advancement of expenses as granted by this Article NINTH shall be enforceable by Indemnitee in any
court of competent jurisdiction. Neither the failure of the Corporation to have made a determination prior to the commencement of
such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor
an actual determination by the Corporation pursuant to Section 6 of this Article NINTH that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of
conduct. Indemnitee’s expenses (including attorneys’ fees) reasonably incurred in connection with successfully
establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by
the Corporation. Notwithstanding the foregoing, in any suit brought by Indemnitee to enforce a right to indemnification hereunder it
shall be a defense that the Indemnitee has not met any applicable standard for indemnification set forth in the General Corporation
Law.


 






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8.                 
Limitations. Notwithstanding anything to the contrary in this Article NINTH, except as set forth in Section 7 of this Article
NINTH, the Corporation shall not indemnify an Indemnitee pursuant to this Article NINTH in connection with a proceeding (or part thereof)
initiated by such Indemnitee unless the initiation thereof was approved by the Board of Directors. Notwithstanding anything to the contrary
in this Article NINTH, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds
of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently
reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund indemnification payments to the Corporation to the extent
of such insurance reimbursement.


 


9.                 
Subsequent Amendment. No amendment, termination or repeal of this Article NINTH or of the relevant provisions of the General
Corporation Law or any other applicable laws shall adversely affect or diminish in any way the rights of any Indemnitee to indemnification
under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions
or facts occurring prior to the final adoption of such amendment, termination or repeal.


 


10.             
Other Rights. The indemnification and advancement of expenses provided by this Article NINTH shall not be deemed exclusive
of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or
statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in Indemnitee’s official
capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has
ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of Indemnitee. Nothing
contained in this Article NINTH shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements
with officers and directors providing indemnification rights and procedures different from those set forth in this Article NINTH. In addition,
the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees
or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those
set forth in this Article NINTH.


 


11.              Partial
Indemnification. If an Indemnitee is entitled under any provision of this Article NINTH to indemnification by the Corporation
for some or a portion of the expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including excise
taxes and penalties arising under the Employee Retirement Income Security Act of 1974) or amounts paid in settlement actually and
reasonably incurred by or on behalf of Indemnitee in connection with any action, suit, proceeding or investigation and any appeal
therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of
such expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including excise taxes and penalties arising
under the Employee Retirement Income Security Act of 1974) or amounts paid in settlement to which Indemnitee is entitled.


 






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12.             
Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee
benefit plan) against any expense, liability or loss 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 such person against such expense, liability or loss under the
General Corporation Law.


 


13.              Savings
Clause. If this Article NINTH or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), liabilities,
losses, judgments, fines (including excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974)
and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or
administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion
of this Article NINTH that shall not have been invalidated and to the fullest extent permitted by applicable law.


 


14.             
Definitions. Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law shall have
the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).


 


TENTH: This Article TENTH is
inserted for the management of the business and for the conduct of the affairs of the Corporation.


 


1.                 
General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.


 


2.                 
Number of Directors; Election of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors,
the number of directors of the Corporation shall be established by the Board of Directors. Election of directors need not be by written
ballot, except as and to the extent provided in the By-laws of the Corporation.


 


3.                 
Classes of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the Board of
Directors shall be and is divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The Board of Directors is
authorized to assign members of the Board of Directors already in office to Class I, Class II or Class III at the time such classification
becomes effective.


 


4.                 
Terms of Office. Subject to the rights of holders of any series of Preferred Stock to elect directors, each director shall
serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which
such director was elected; provided that each director initially assigned to Class I shall serve for a term expiring at the Corporation’s
first annual meeting of stockholders held after the effectiveness of this Restated Certificate of Incorporation; each director initially
assigned to Class II shall serve for a term expiring at the Corporation’s second annual meeting of stockholders held after the
effectiveness of this Restated Certificate of Incorporation; and each director initially assigned to Class III shall serve for a term
expiring at the Corporation’s third annual meeting of stockholders held after the effectiveness of this Restated Certificate of
Incorporation; provided  further, that the term of each director shall continue until the election and qualification
of his or her successor and be subject to his or her earlier death, resignation or removal.


 






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5.                 
Quorum. The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors fixed
pursuant to Section 2 of this Article TENTH shall constitute a quorum of the Board of Directors. If at any meeting of the Board of Directors
there shall be less than such a quorum, a majority of the directors present may adjourn the meeting from time to time without further
notice other than announcement at the meeting, until a quorum shall be present.


 


6.                 
Action at Meeting. Every act or decision done or made by a majority of the directors present at a meeting duly held at which
a quorum is present shall be regarded as the act of the Board of Directors unless a greater number is required by law or by the Certificate
of Incorporation.


 


7.                 
Removal. Subject to the rights of holders of any series of Preferred Stock, directors of the Corporation may be removed
only for cause and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the votes which
all the stockholders would be entitled to cast in any annual election of directors or class of directors.


 


8.                 
Vacancies. Subject to the rights of holders of any series of Preferred Stock, any vacancy or newly created directorship
in the Board of Directors, however occurring, shall be filled only by vote of a majority of the directors then in office, although less
than a quorum, or by a sole remaining director and shall not be filled by the stockholders. A director elected to fill a vacancy shall
hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification
of a successor and to such director’s earlier death, resignation or removal.


 


9.                 
Stockholder Nominations and Introduction of Business, Etc. Advance notice of stockholder nominations for election of directors
and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the By- laws
of the Corporation.


 


10.             
Amendments to Article. Notwithstanding any other provisions of law, the Certificate of Incorporation or By-laws of the Corporation,
and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least sixty-six
and two-thirds percent (66-2/3%) of the votes which all the stockholders would be entitled to cast in any annual election of directors
or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article TENTH.


 


ELEVENTH: Stockholders of
the Corporation may not take any action by written consent in lieu of a meeting. Notwithstanding any other provisions of law, the
Certificate of Incorporation or By-laws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified
by law, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the votes which all the
stockholders would be entitled to cast in any annual election of directors or class of directors shall be required to amend or
repeal, or to adopt any provision inconsistent with, this Article ELEVENTH.


 






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TWELFTH: Special meetings of stockholders
for any purpose or purposes may be called at any time by only the Board of Directors, the Chairman of the Board or the Chief Executive
Officer, and may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited
to matters relating to the purpose or purposes stated in the notice of meeting. Notwithstanding any other provisions of law, the Certificate
of Incorporation or By-laws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative
vote of the holders of at least sixty- six and two-thirds percent (66-2/3%) of the votes which all the stockholders would be entitled
to cast in any annual election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent
with, this Article TWELFTH.


 


THIRTEENTH: Unless the Corporation
consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent
permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii)
any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of the Corporation
to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the
General Corporation Law or as to which the General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware,
or (iv) any action asserting a claim governed by the internal affairs doctrine.


 


Unless the Corporation consents
in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest
extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under
the Securities Act of 1933.


 


Any person or entity purchasing
or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented
to the provisions of this Article THIRTEENTH.


 


***


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which restates, integrates and amends the certificate of incorporation
of the Corporation, and which has been duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware, has been executed by its duly authorized officer this 5th day of July, 2017.


 


	 	BLUE APRON HOLDINGS, INC.
	 	 
	 	 
	 	By:	/s/ Matthew B. Salzberg
	 	Name: Matthew B. Salzberg
	 	Title: President and Chief Executive Officer




 



    


     


    




CERTIFICATE OF AMENDMENT 



 


TO


 


RESTATED CERTIFICATE OF INCORPORATION


 


OF


 


BLUE APRON HOLDINGS, INC.


 


Pursuant to Section 242 of the


General Corporation Law of the State
of Delaware


 


Blue Apron Holdings, Inc. (the “Corporation”),
a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify
as follows:


 


A resolution was duly adopted by the
Board of Directors of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth an
amendment to the Restated Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The stockholders
of the Corporation duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of
Delaware. The resolution setting forth the amendment is as follows:


 


RESOLVED: That the first sentence of Article FOURTH
of the Restated Certificate of Incorporation of the Corporation be and hereby is deleted in its entirety and the following three paragraphs
are inserted in lieu thereof:


 


“FOURTH: That, effective on the filing of
this Certificate of Amendment to Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the
 “Effective Time”), a one-for-15 reverse stock split of the Corporation’s Class A Common Stock, $0.0001 par
value per share (the “Class A Common Stock”), and the Corporation’s Class B Common Stock, $0.0001 par value
per share (the “Class B Common Stock”), shall become effective, pursuant to which (i) each 15 shares of Class A
Common Stock outstanding and held of record by each stockholder of the Corporation (including treasury shares) immediately prior to
the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Class A Common
Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Class A
Common Stock from and after the Effective Time, and (ii) each 15 shares of Class B Common Stock outstanding and held of record by
each stockholder of the Corporation (including treasury shares) immediately prior to the Effective Time shall be reclassified and
combined into one validly issued, fully paid and nonassessable share of Class B Common Stock automatically and without any action by
the holder thereof upon the Effective Time and shall represent one share of Class B Common Stock from and after the Effective Time
(such reclassification and combination of shares, the “Reverse Stock Split”). The par value of the Class A Common
Stock and Class B Common Stock following the Reverse Stock Split shall remain at $0.0001 per share. No fractional shares of Class A
Common Stock or Class B Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender
after the Effective Time of a certificate which formerly represented shares of Class A Common Stock or Class B Common Stock that
were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional
share of Class A Common Stock or Class B Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be
entitled to receive a cash payment equal to the fraction of a share of Class A Common Stock or Class B Common Stock, as applicable,
to which such holder would otherwise be entitled multiplied by the closing price per share of the Class A Common Stock on the New
York Stock Exchange at the close of business on the trading day preceding the date of the Effective Time.


 






    


     


    

 


Each stock certificate that, immediately prior to the
Effective Time, represented shares of Class A Common Stock or Class B Common Stock that were issued and outstanding immediately prior
to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange,
represent that number of whole shares of Class A Common Stock or Class B Common Stock, as applicable, after the Effective Time into which
the shares formerly represented by such certificate have been reclassified (as well as the right to receive cash in lieu of fractional
shares of Class A Common Stock or Class B Common Stock after the Effective Time); provided, however, that each person of record holding
a certificate that represented shares of Class A Common Stock or Class B Common Stock that were issued and outstanding immediately prior
to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole
shares of Class A Common Stock or Class B Common Stock, as applicable, after the Effective Time into which the shares of Common Stock
formerly represented by such certificate shall have been reclassified.


 


The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 2,185,000,000 shares, consisting of 1,500,000,000 shares of Class A Common Stock, $0.0001
par value per share (“Class A Common Stock”), 175,000,000 shares of Class B Common Stock, $0.0001 par value per share
(“Class B Common Stock”), 500,000,000 shares of Class C Capital Stock, $0.0001 par value per share (“Class
C Capital Stock”), and 10,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).”


 


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IN WITNESS WHEREOF, this Certificate of Amendment has been
executed by a duly authorized officer of the Corporation on this 14th day of June, 2019.


 


	 	/s/ Linda F. Kozlowski
	 	Linda F. Kozlowski
	 	President and Chief Executive Officer




 






    


     


    

 


CERTIFICATE OF AMENDMENT 

TO


RESTATED CERTIFICATE OF INCORPORATION


OF


BLUE APRON HOLDINGS, INC.


 


Pursuant to Section 242


of the General Corporation Law of the
State of Delaware


 


Blue Apron Holdings, Inc., a corporation
duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify
that:


 


1.                 
The Restated Certificate of Incorporation of the Corporation (as heretofore amended, the “Restated Certificate”) is
hereby amended by deleting Section 3 and 4 of Article TENTH, and inserting the following in lieu thereof:


 


“3. Classes
of Directors and Terms of Office. Subject to the rights of holders of any series of Preferred Stock to elect directors, the
Board of Directors shall be and is divided into three classes, designated Class I, Class II and Class III. For so long as there are
three classes of directors, each class shall consist, as nearly as may be possible, of one-third of the total number of directors
constituting the entire Board of Directors. Notwithstanding the foregoing, subject to the rights of holders of any series of
Preferred Stock to elect directors, commencing with the 2022 annual meeting of stockholders, the directors shall be divided into two
classes, with the successors of the directors whose terms expire at that meeting being elected for a one-year term expiring at the
2023 annual meeting of stockholders; commencing with the 2023 annual meeting of stockholders, there shall be a single class of
directors, with the successors of the directors whose terms expire at that meeting being elected for a one-year term expiring at the
2024 annual meeting of stockholders; and commencing with the 2024 annual meeting of stockholders and at each annual meeting of
stockholders thereafter, all directors shall be elected for one-year terms expiring at the next annual meeting of stockholders; provided,
that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or
her earlier death, resignation or removal. For the avoidance of doubt, the directors elected at the 2021 annual meeting of
stockholders will serve for a term expiring at the 2024 annual meeting of stockholders; the directors who were elected at the 2020
annual meeting of stockholders will serve for a term expiring at the 2023 annual meeting; and the directors who were elected at the
2019 annual meeting of stockholders will serve for a term expiring at the 2022 annual meeting; provided, that the term of
each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier
death, resignation or removal.


 






    


     


    

 


4. [Reserved.]”


 


2.                 
The Restated Certificate is hereby amended by deleting Section 7 of Article TENTH, and inserting the following in lieu thereof:


 


“7. Removal.
Subject to the rights of holders of any series of Preferred Stock, for so long as the Board of Directors is classified, directors of the
Corporation may be removed only for cause and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors.
At any time that the Board of Directors is no longer classified, directors of the Corporation may be removed with or without cause by
the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the votes which all the stockholders would
be entitled to cast in any annual election of directors.”


 


3.                 
The Restated Certificate is hereby amended by deleting Section 8 of Article TENTH, and inserting the following in lieu thereof:


 


“8. Vacancies.
Subject to the rights of holders of any series of Preferred Stock, any vacancy or newly created directorship in the Board of Directors,
however occurring, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole
remaining director and shall not be filled by the stockholders. A person elected to fill a vacancy or newly created directorship shall
hold office until the next annual meeting of stockholders and until his or her successor shall be duly elected and qualified; provided,
however that notwithstanding the foregoing, until the 2024 annual meeting of stockholders, a director elected to fill a vacancy
or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen, subject
to the election and qualification of a successor and to such director’s earlier death, resignation or removal.”


 


4.                 
The foregoing amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the
State of Delaware.


 


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IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this 14th day of
June, 2021.


 


	 	/s/ Meredith L. Deutsch
	 	Meredith L. Deutsch
	 	Secretary