Exhibit 4.2


 


AMENDED AND RESTATED BY-LAWS


 


OF


 


BLUE APRON HOLDINGS, INC.


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	ARTICLE
    I	STOCKHOLDERS	1



		1.1	Place of Meetings	1



		1.2	Annual Meeting	1



		1.3	Special Meetings	1



		1.4	Notice of Meetings	1



		1.5	Voting List	2



		1.6	Quorum	2



		1.7	Adjournments	3



		1.8	Voting and Proxies	3



		1.9	Action at Meeting	3



		1.10	Nomination of Directors	4



		1.11	Notice of Business at Annual Meetings	7



		1.12	Conduct of Meetings	10



		1.13	No Action by Consent in Lieu of a Meeting	10
	 	 	 



	ARTICLE
    II	DIRECTORS	13



		2.1	General Powers	11



		2.2	Number, Election and Qualification	11



		2.3	Chairman of the Board; Vice Chairman of the Board	11



		2.4	Terms of Office	11



		2.5	Quorum	11



		2.6	Action at Meeting	12



		2.7	Removal	12



		2.8	Vacancies	12



		2.9	Resignation	12



		2.10	Regular Meetings	12



		2.11	Special Meetings	12



		2.12	Notice of Special Meetings	12



		2.13	Meetings by Conference Communications Equipment	13



		2.14	Action by Consent	13



		2.15	Committees	13



		2.16	Compensation of Directors	13
	 	 	 	 



	ARTICLE III	 OFFICERS	16



		3.1	Titles	14



		3.2	Election	14



		3.3	Qualification	14



		3.4	Tenure	14



		3.5	Resignation and Removal	14



		3.6	Vacancies	14



		3.7	President; Chief Executive Officer	15



		3.8	Vice Presidents	15



		3.9	Secretary and Assistant Secretaries	15



		3.10	Treasurer and Assistant Treasurers	16



		3.11	Salaries	16



		3.12	Delegation of Authority	16



 






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	ARTICLE IV 	CAPITAL STOCK	19



		4.1	Issuance of Stock	17



		4.2	Stock Certificates; Uncertificated Shares	17



		4.3	Transfers	18



		4.4	Lost, Stolen or Destroyed Certificates	18



		4.5	Record Date	18



		4.6	Regulations	18
	 	 	 	 



	ARTICLE V 	GENERAL PROVISIONS	22



		5.1	Fiscal Year	19



		5.2	Corporate Seal	19



		5.3	Waiver of Notice	19



		5.4	Voting of Securities	19



		5.5	Evidence of Authority	19



		5.6	Certificate of Incorporation	19



		5.7	Severability	19



		5.8	Pronouns	19
	 	 	 	 



	ARTICLE VI	AMENDMENTS	20



 






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ARTICLE I


 


STOCKHOLDERS


 


1.1             
Place of Meetings. All meetings of stockholders shall be held at such place as may be designated from time to time by the
Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President or, if not so designated, at the principal
office of the corporation.


 


1.2             
Annual Meeting. The annual meeting of stockholders for the election of directors to succeed those whose terms expire and
for the transaction of such other business as may properly be brought before the meeting shall be held on a date and at a time designated
by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. The corporation may postpone, reschedule
or cancel any previously scheduled annual meeting of stockholders.


 


1.3             
Special Meetings. 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. The corporation may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.


 


1.4              Notice
of Meetings. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, notice of each meeting of
stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. Without limiting the manner by which notice otherwise may be given to
stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with
the General Corporation Law of the State of Delaware) by the stockholder to whom the notice is given. The notices of all meetings
shall state the place, date and time of the meeting and the means of remote communications, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such meeting. The notice of a special meeting shall state, in
addition, the purpose or purposes for which the meeting is called. If notice is given by mail, such notice shall be deemed given
when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it
appears on the records of the corporation. If notice is given by electronic transmission, such notice shall be deemed given at the
time specified in Section 232 of the General Corporation Law of the State of Delaware.


 






     


     


    

 


1.5             
Voting List. The Secretary shall prepare, at least 10 days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane
to the meeting, for a period of at least 10 days prior to the meeting: (a) 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 (b) during ordinary business hours,
at the principal place of business of the corporation. The list shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be examined by any stockholder who is present. 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 1.5 or to vote
in person or by proxy at any meeting of stockholders.


 


1.6              Quorum.
Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the holders of a majority in voting power of
the shares of the capital stock of the corporation issued and outstanding and entitled to vote at the meeting, present in person,
present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion, or
represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a
class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of a majority in
voting power of the shares of such class or classes or series of the capital stock of the corporation issued and outstanding and
entitled to vote on such matter, present in person, present by means of remote communication in a manner, if any, authorized by the
Board of Directors in its sole discretion, or represented by proxy, shall constitute a quorum entitled to take action with respect
to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave
less than a quorum.


 






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1.7             
Adjournments. Any meeting of stockholders may be adjourned from time to time to any other time and to any other place at
which a meeting of stockholders may be held under these By-laws by the chairman of the meeting or by the stockholders present or represented
at the meeting and entitled to vote, although less than a quorum. It shall not be necessary to notify any stockholder of any adjournment
of less than 30 days if the time and place of the adjourned meeting, and the means of remote communication, if any, by which stockholders
and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which adjournment
is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned meeting, the corporation
may transact any business which might have been transacted at the original meeting.


 


1.8              Voting
and Proxies. Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder
and a proportionate vote for each fractional share so held, unless otherwise provided by law or the Certificate of Incorporation.
Each stockholder of record entitled to vote at a meeting of stockholders may vote in person (including by means of remote
communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting) or may authorize
another person or persons to vote for such stockholder by a proxy executed or transmitted in a manner permitted by the General
Corporation Law of the State of Delaware by the stockholder or such stockholder’s authorized agent and delivered (including by
electronic transmission) to the Secretary of the corporation. No such proxy shall be voted upon after three years from the date of
its execution, unless the proxy expressly provides for a longer period.


 


1.9              Action
at Meeting. When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the
stockholders at such meeting shall be decided by the vote of the holders of shares of stock having a majority in voting power of the
votes cast by the holders of all of the shares of stock present or represented at the meeting and voting affirmatively or negatively
on such matter (or if there are two or more classes or series of stock entitled to vote as separate classes, then in the case of
each such class or series, the holders of a majority in voting power of the shares of stock of that class or series present or
represented at the meeting and voting affirmatively or negatively on such matter), except when a different vote is required by law,
the Certificate of Incorporation or these By-laws. When a quorum is present at any meeting, any election by stockholders of
directors shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election.


 






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		1.10	Nomination of Directors.



 


(a)           
Except for (1) any directors entitled to be elected by the holders of preferred stock, (2) any directors elected in accordance
with Section 2.8 hereof by the Board of Directors to fill a vacancy or newly-created directorship or (3) as otherwise required by applicable
law or stock exchange regulation, at any meeting of stockholders, only persons who are nominated in accordance with the procedures in
this Section 1.10 shall be eligible for election as directors. Nomination for election to the Board of Directors at a meeting of stockholders
may be made (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the corporation who (x) timely complies
with the notice procedures in Section 1.10(b), (y) is a stockholder of record on the date of the giving of such notice and on the record
date for the determination of stockholders entitled to vote at such meeting and (z) is entitled to vote at such meeting.


 


(b)           To
be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive offices of the
corporation as follows: (i) in the case of an election of directors at an annual meeting of stockholders, not less than 90 days nor
more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of
the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, a stockholder’s notice must
be so received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of
(A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual
meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs; or (ii) in the case of
an election of directors at a special meeting of stockholders, provided that the Board of Directors, the Chairman of the Board or
the Chief Executive Officer has determined, in accordance with Section 1.3, that directors shall be elected at such special meeting
and provided further that the nomination made by the stockholder is for one of the director positions that the Board of Directors,
the Chairman of the Board or the Chief Executive Officer, as the case may be, has determined will be filled at such special meeting,
not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of (x) the 90th
day prior to such special meeting and (y) the tenth day following the day on which notice of the date of such special meeting was
mailed or public disclosure of the date of such special meeting was made, whichever first occurs. In no event shall the adjournment
or postponement of a meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the
giving of a stockholder’s notice.


 






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The stockholder’s notice to the Secretary shall
set forth: (A) as to each proposed nominee (1) such person’s name, age, business address and, if known, residence address, (2)
such person’s principal occupation or employment, (3) the class and series and number of shares of stock of the corporation
that are, directly or indirectly, owned, beneficially or of record, by such person, (4) a description of all direct and indirect
compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other
material relationships, between or among (x) the stockholder, the beneficial owner, if any, on whose behalf the nomination is being
made and the respective affiliates and associates of, or others acting in concert with, such stockholder and such beneficial owner,
on the one hand, and (y) each proposed nominee, and his or her respective affiliates and associates, or others acting in concert
with such nominee(s), on the other hand, including all information that would be required to be disclosed pursuant to Item 404 of
Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made or any
affiliate or associate thereof or person acting in concert therewith were the “registrant” for purposes of such Item and
the proposed nominee were a director or executive officer of such registrant, and (5) any other information concerning such person
that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”); and (B) as to the stockholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination is being made (1) the name and address of such stockholder, as they appear on the corporation’s
books, and of such beneficial owner, (2) the class and series and number of shares of stock of the corporation that are, directly or
indirectly, owned, beneficially or of record, by such stockholder and such beneficial owner, (3) a description of any agreement,
arrangement or understanding between or among such stockholder and/or such beneficial owner and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s) are being made or who may participate in the
solicitation of proxies in favor of electing such nominee(s), (4) a description of any agreement, arrangement or understanding
(including any derivative or short positions, swaps, profit interests, options, warrants, convertible securities, stock appreciation
or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into by, or on behalf of, such
stockholder or such beneficial owner, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price
changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner with respect to shares of stock
of the corporation, (5) any other information relating to such stockholder and such beneficial owner that would be required to be
disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of
directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder,
(6) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the person(s) named in
its notice and (7) a representation whether such stockholder and/or such beneficial owner intends or is part of a group which
intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s
outstanding capital stock reasonably believed by such stockholder or such beneficial owner to be sufficient to elect the nominee
(and such representation shall be included in any such proxy statement and form of proxy) and/or (y) otherwise to solicit proxies or
votes from stockholders in support of such nomination (and such representation shall be included in any such solicitation
materials). Not later than 10 days after the record date for the meeting, the information required by Items (A)(1)-(5) and
(B)(1)-(5) of the prior sentence shall be supplemented by the stockholder giving the notice to provide updated information as of the
record date. In addition, to be effective, the stockholder’s notice must be accompanied by the written consent of the proposed
nominee to serve as a director if elected. The corporation may require any proposed nominee to furnish such other information as the
corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the corporation
or whether such nominee would be independent under applicable Securities and Exchange Commission and stock exchange rules and the
corporation’s publicly disclosed corporate governance guidelines, as applicable. A stockholder shall not have complied with
this Section 1.10(b) if the stockholder (or beneficial owner, if any, on whose behalf the nomination is made) solicits or does not
solicit, as the case may be, proxies or votes in support of such stockholder’s nominee in contravention of the representations
with respect thereto required by this Section 1.10.


 






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(c)           
The chairman of any meeting shall have the power and duty to determine whether a nomination was made in accordance with the provisions
of this Section 1.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination is made solicited
(or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee
in compliance with the representations with respect thereto required by this Section 1.10), and if the chairman should determine that
a nomination was not made in accordance with the provisions of this Section 1.10, the chairman shall so declare to the meeting and such
nomination shall not be brought before the meeting.


 


(d)          
Except as otherwise required by law, nothing in this Section 1.10 shall obligate the corporation or the Board of Directors to include
in any proxy statement or other stockholder communication distributed on behalf of the corporation or the Board of Directors information
with respect to any nominee for director submitted by a stockholder.


 


(e)           
Notwithstanding the foregoing provisions of this Section 1.10, unless otherwise required by law, if the stockholder (or a qualified
representative of the stockholder) does not appear at the meeting to present a nomination, such nomination shall not be brought before
the meeting, notwithstanding that proxies in respect of such nominee may have been received by the corporation. For purposes of this Section
1.10, to be considered a “qualified representative of the stockholder”, a person must be authorized by a written instrument
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 written instrument or electronic transmission, or a reliable reproduction of the written
instrument or electronic transmission, at the meeting of stockholders.


 


(f)           
For purposes of this Section 1.10, “public disclosure” shall include disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.


 






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		1.11	Notice of Business at Annual Meetings.



 


(a)           
At any 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 (1) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (2) otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (3) properly brought before the meeting by a stockholder. For business to be properly brought before an annual
meeting by a stockholder, (i) if such business relates to the nomination of a person for election as a director of the corporation, the
procedures in Section 1.10 must be complied with and (ii) if such business relates to any other matter, the business must constitute a
proper matter under Delaware law for stockholder action and the stockholder must (x) have given timely notice thereof in writing to the
Secretary in accordance with the procedures in Section 1.11(b), (y) be a stockholder of record on the date of the giving of such notice
and on the record date for the determination of stockholders entitled to vote at such annual meeting and (z) be entitled to vote at such annual meeting.



 


(b)           To
be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive offices of the
corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual
meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by
more than 60 days, from the first anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the
preceding year, a stockholder’s notice must be so received not earlier than the 120th day prior to such annual meeting and not
later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the
day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made,
whichever first occurs. In no event shall the adjournment or postponement of an annual meeting (or the public disclosure thereof)
commence a new time period (or extend any time period) for the giving of a stockholder’s notice.


 






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The stockholder’s notice to
the Secretary shall set forth: (A) as to each matter the stockholder proposes to bring before the annual meeting (1) a brief description
of the business desired to be brought before the annual meeting, (2) the text of the proposal (including the exact text of any resolutions
proposed for consideration and, in the event that such business includes a proposal to amend the By-laws, the exact text of the proposed
amendment), and (3) the reasons for conducting such business at the annual meeting, and (B) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the proposal is being made (1) the name and address of such stockholder, as they appear
on the corporation’s books, and of such beneficial owner, (2) the class and series and number of shares of stock of the corporation
that are, directly or indirectly, owned, beneficially or of record, by such stockholder and such beneficial owner, (3) a description
of any material interest of such stockholder or such beneficial owner and the respective affiliates and associates of, or others acting
in concert with, such stockholder or such beneficial owner in such business, (4) a description of any agreement, arrangement or understanding
between or among such stockholder and/or such beneficial owner and any other person or persons (including their names) in connection
with the proposal of such business or who may participate in the solicitation of proxies in favor of such proposal, (5) a description
of any agreement, arrangement or understanding (including any derivative or short positions, swaps, profit interests, options, warrants,
convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered
into by, or on behalf of, such stockholder or such beneficial owner, the effect or intent of which is to mitigate loss to, manage risk
or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner with respect
to shares of stock of the corporation, (6) any other information relating to such stockholder and such beneficial owner that would be
required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the
business proposed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (7) a representation
that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting and (8)
a representation whether such stockholder and/or such beneficial owner intends or is part of a group which intends (x) to deliver a proxy
statement and/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 (and such representation shall be included in any such proxy statement and form of proxy) and/or (y) otherwise
to solicit proxies or votes from stockholders in support of such proposal (and such representation shall be included in any such solicitation
materials). Not later than 10 days after the record date for the meeting, the information required by Items (A)(3) and (B)(1)-(6) of
the prior sentence shall be supplemented by the stockholder giving the notice to provide updated information as of the record date. Notwithstanding
anything in these By-laws to the contrary, no business shall be conducted at any annual meeting of stockholders except in accordance
with the procedures in this Section 1.11; provided that any stockholder proposal which complies with Rule 14a-8 of the proxy rules (or
any successor provision) promulgated under the Exchange Act and is to be included in the corporation’s proxy statement for an annual
meeting of stockholders shall be deemed to comply with the notice requirements of this Section 1.11. A stockholder shall not have complied
with this Section 1.11(b) if the stockholder (or beneficial owner, if any, on whose behalf the proposal is made) solicits or does not
solicit, as the case may be, proxies in support of such stockholder’s proposal in contravention of the representations with respect
thereto required by this Section 1.11.


 






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(c)          
The chairman of any annual meeting shall have the power and duty to determine whether business was properly brought before the
annual meeting in accordance with the provisions of this Section 1.11 (including whether the stockholder or beneficial owner, if any,
on whose behalf the proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies
or votes in support of such stockholder’s proposal in compliance with the representation with respect thereto required by this Section
1.11), and if the chairman should determine that business was not properly brought before the annual meeting in accordance with the provisions
of this Section 1.11, the chairman shall so declare to the meeting and such business shall not be brought before the annual meeting.


 


(d)           Except
as otherwise required by law, nothing in this Section 1.11 shall obligate the corporation or the Board of Directors to include in
any proxy statement or other stockholder communication distributed on behalf of the corporation or the Board of Directors
information with respect to any proposal submitted by a stockholder.


 






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(e)          
Notwithstanding the foregoing provisions of this Section 1.11, unless otherwise required by law, if the stockholder (or a qualified
representative of the stockholder) does not appear at the annual meeting to present business, such business shall not be considered, notwithstanding
that proxies in respect of such business may have been received by the corporation.


 


(f)           
For purposes of this Section 1.11, the terms “qualified representative of the stockholder” and “public disclosure”
shall have the same meaning as in Section 1.10.


 


		1.12	Conduct of Meetings.



 


(a)           Meetings
of stockholders shall be presided over by the Chairman of the Board, if any, or in the Chairman’s absence by the Vice Chairman
of the Board, if any, or in the Vice Chairman’s absence by the Chief Executive Officer, or in the Chief Executive Officer’s
absence, by the President, or in the President’s absence by a Vice President, or in the absence of all of the foregoing persons
by a chairman designated by the Board of Directors. The Secretary shall act as secretary of the meeting, but in the Secretary’s
absence the chairman of the meeting may appoint any person to act as secretary of the meeting.


 


(b)          The
Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of
the corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem
appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at
a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the
chairman of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or
adjourn the meeting and prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board
of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of
an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of
those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting,
their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary procedure.


 


(c)           The
chairman of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and
closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.


 


(d)          In
advance of any meeting of stockholders, the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President
shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may
be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing
to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise
required by law, inspectors may be officers, employees or agents of the corporation. Each inspector, before entering upon the discharge
of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge
of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may
be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed inspectors.


 


1.13         
No Action by Consent in Lieu of a Meeting. Stockholders of the corporation may not take any action by written consent in
lieu of a meeting.


 






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ARTICLE II


 





DIRECTORS


 


2.1            
General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors,
who may exercise all of the powers of the corporation except as otherwise provided by law or the Certificate of Incorporation.


 


2.2            
Number, Election and Qualification. The number of directors of the corporation shall be the number fixed by, or determined
in the manner provided in, the Certificate of Incorporation. Election of directors need not be by written ballot. Directors need not be
stockholders of the corporation.


 


2.3             Chairman
of the Board; Vice Chairman of the Board. The Board of Directors may appoint from its members a Chairman of the Board and a Vice
Chairman of the Board, neither of whom need be an employee or officer of the corporation. If the Board of Directors appoints a
Chairman of the Board, such Chairman shall perform such duties and possess such powers as are assigned by the Board of Directors
and, if the Chairman of the Board is also designated as the corporation’s Chief Executive Officer, shall have the powers and
duties of the Chief Executive Officer prescribed in Section 3.7 of these By-laws. If the Board of Directors appoints a Vice Chairman
of the Board, such Vice Chairman shall perform such duties and possess such powers as are assigned by the Board of Directors. Unless
otherwise provided by the Board of Directors, the Chairman of the Board or, in the Chairman’s absence, the Vice Chairman of
the Board, if any, shall preside at all meetings of the Board of Directors.


 


2.4            
Terms of Office. Directors shall be elected for such terms and in the manner provided by the Certificate of Incorporation
and applicable law. 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.


 


2.5             Quorum. The greater of (a) a
majority of the directors at any time in office and(b) one-third of the number of directors established by the Board of Directors
pursuant to Section 2.2 of these By-laws 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.


 






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2.6            
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.


 


2.7            
Removal. Directors of the corporation may be removed in the manner specified by the Certificate of Incorporation and applicable
law.


 


2.8           Vacancies.
Any vacancy or newly-created directorship on the Board of Directors, however occurring, shall be filled in the manner specified by the
Certificate of Incorporation and applicable law.


 


2.9             Resignation. Any director may resign by delivering a resignation in writing or by electronic transmission to the corporation
at its principal office or to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. Such resignation
shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event.


 


2.10         
Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall
be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made
shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and
at the same place as the annual meeting of stockholders.


 


2.11         
Special Meetings. Special meetings of the Board of Directors may be held at any time and place designated in a call by the
Chairman of the Board, the Chief Executive Officer, the President, two or more directors, or by one director in the event that there is
only a single director in office.


 


2.12         
Notice of Special Meetings. Notice of the date, place and time of any special meeting of directors shall be given to each
director by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (a)
in person, by telephone or by electronic transmission at least 24 hours in advance of the meeting, (b) by delivering written notice by
hand to such director’s last known business or home address at least 48 hours in advance of the meeting, or (c) by sending written
notice by first-class mail to such director’s last known business or home address at least 72 hours in advance of the meeting. A
notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.


 






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2.13         
Meetings by Conference Communications Equipment. Directors may participate in meetings of the Board of Directors or any
committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the
meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.


 


2.14         
Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent to the action
in writing or by electronic transmission, and the written consents or electronic transmissions are filed with the minutes of proceedings
of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.


 


2.15          Committees.
The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the
corporation with such lawfully delegable powers and duties as the Board of Directors thereby confers, to serve at the pleasure of
the Board of Directors. The Board of Directors may designate one 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 of the committee 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 of Directors 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 of
Directors and subject to the provisions of law, shall have and may exercise all the powers and authority of the Board of Directors
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 which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to
time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its
business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in
the same manner as is provided in these By-laws for the Board of Directors. Except as otherwise provided in the Certificate of
Incorporation, these By-laws, or the resolution of the Board of Directors designating the committee, a committee may create one or
more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all
of the powers and authority of the committee.


 


2.16         
Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses
of attendance at meetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from
serving the corporation or any of its parent or subsidiary entities in any other capacity and receiving compensation for such service.


 






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ARTICLE III


 


OFFICERS


 


3.1             
Titles. The officers of the corporation shall consist of a Chief Executive Officer, a President, a Secretary, a Treasurer
and such other officers with such other titles as the Board of Directors shall determine, including one or more Vice Presidents, Assistant
Treasurers and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate.


 


3.2              Election.
The Chief Executive Officer, President, Treasurer and Secretary shall be elected annually by the Board of Directors at its first
meeting following the annual meeting of stockholders. Other officers may be appointed by the Board of Directors at such meeting or
at any other meeting.


 


3.3             
Qualification. No officer need be a stockholder. Any two or more offices may be held by the same person.


 


3.4             
Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, each officer shall
hold office until such officer’s successor is elected and qualified, unless a different term is specified in the resolution electing
or appointing such officer, or until such officer’s earlier death, resignation or removal.


 


3.5             
Resignation and Removal. Any officer may resign by delivering a resignation in writing or by electronic transmission to
the corporation at its principal office or to the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective
upon receipt unless it is specified to be effective at some later time or upon the happening of some later event. Any officer may be removed
at any time, with or without cause, by vote of a majority of the directors then in office. Except as the Board of Directors may otherwise
determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following such officer’s
resignation or removal, or any right to damages on account of such removal, whether such officer’s compensation be by the month
or by the year or otherwise, unless such compensation is expressly provided for in a duly authorized written agreement with the corporation.


 


3.6             
Vacancies. The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion,
leave unfilled for such period as it may determine any offices other than those of Chief Executive Officer, President, Treasurer and Secretary.
Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is elected and
qualified, or until such officer’s earlier death, resignation or removal.


 






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3.7              President;
Chief Executive Officer. Unless the Board of Directors has designated another person as the corporation’s Chief Executive
Officer, the President shall be the Chief Executive Officer of the corporation. The Chief Executive Officer shall have general
charge and supervision of the business of the corporation subject to the direction of the Board of Directors, and shall perform all
duties and have all powers that are commonly incident to the office of chief executive or that are delegated to such officer by the
Board of Directors. The President shall perform such other duties and shall have such other powers as the Board of Directors or the
Chief Executive Officer (if the President is not the Chief Executive Officer) may from time to time prescribe. In the event of the
absence, inability or refusal to act of the Chief Executive Officer or the President (if the President is not the Chief Executive
Officer), the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board of
Directors) shall perform the duties of the Chief Executive Officer and when so performing such duties shall have all the powers of
and be subject to all the restrictions upon the Chief Executive Officer.


 


3.8             
Vice Presidents. Each Vice President shall perform such duties and possess such powers as the Board of Directors or the
Chief Executive Officer may from time to time prescribe. The Board of Directors may assign to any Vice President the title of Executive
Vice President, Senior Vice President or any other title selected by the Board of Directors.


 


3.9             
Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of
Directors or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have
such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings
of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and
keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be
custodian of corporate records and the corporate seal and to affix and attest to the same on documents.


 


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


 






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In the absence of the Secretary or
any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary
to keep a record of the meeting.


 


3.10         
Treasurer and Assistant Treasurers. The Treasurer shall perform such duties and shall have such powers as may from time
to time be assigned by the Board of Directors or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and
have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible
for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these
By-laws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render as required
by the Board of Directors statements of all such transactions and of the financial condition of the corporation.


 


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


 


3.11         
Salaries. Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed
or allowed from time to time by the Board of Directors.


 


3.12         
Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any
other officer or agent, notwithstanding any provision hereof.


 






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ARTICLE IV


 


CAPITAL STOCK


 


4.1              Issuance
of Stock. Subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the
authorized capital stock of the corporation or the whole or any part of any shares of the authorized capital stock of the
corporation held in the corporation’s treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board
of Directors in such manner, for such lawful consideration and on such terms as the Board of Directors may determine.


 


4.2             
Stock Certificates; Uncertificated Shares. The shares of the corporation shall be represented by certificates, provided
that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s
stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate
is surrendered to the corporation. Every holder of stock of the corporation represented by certificates shall be entitled to have a certificate,
in such form as may be prescribed by law and by the Board of Directors, representing the number of shares held by such holder registered
in certificate form. Each such certificate shall be signed in a manner that complies with Section 158 of the General Corporation Law of
the State of Delaware.


 


Each certificate for shares of stock
which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these By-laws, applicable securities laws
or any agreement among any number of stockholders or among such holders and the corporation shall have conspicuously noted on the face
or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.


 


If the corporation shall be authorized
to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and 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 back of each certificate representing shares of such
class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each certificate
representing shares of such class or series of stock a statement that the corporation will furnish without charge to each stockholder
who so requests a copy of the full text of the powers, designations, preferences and 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.


 


Within a reasonable time after the
issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written notice containing
the information required to be set forth or stated on certificates pursuant to Sections 151, 202(a) or 218(a) of the General Corporation
Law of the State of Delaware or, with respect to Section 151 of General Corporation Law of the State of Delaware, a statement that the
corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and 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.


 






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4.3             
Transfers. Shares of stock of the corporation shall be transferable in the manner prescribed by law and in these By-laws.
Transfers of shares of stock of the corporation shall be made only on the books of the corporation or by transfer agents designated to
transfer shares of stock of the corporation. Subject to applicable law, shares of stock represented by certificates shall be transferred
only on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the
authenticity of signature as the corporation or its transfer agent may reasonably require. Uncertificated shares may be transferred by
delivery of a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature
as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer,
pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the
requirements of these By- laws.


 


4.4              Lost,
Stolen or Destroyed Certificates. The corporation may issue a new certificate of stock in place of any previously issued
certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the corporation may prescribe,
including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity and posting of
such bond as the corporation may require for the protection of the corporation or any transfer agent or registrar.


 


4.5             
Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders
entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment of any dividend or other distribution
or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such
record date shall not precede the date on which the resolution fixing the record date is adopted, and such record date shall not be more
than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action to which such record date
relates.


 


If no record date is fixed, the record
date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the
day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the
meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close
of business on the day on which the Board of Directors adopts the resolution relating to such purpose.


 


A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.


 


4.6             
Regulations. The issue, transfer, conversion and registration of shares of stock of the corporation shall be governed by
such other regulations as the Board of Directors may establish.


 






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ARTICLE V


 


GENERAL PROVISIONS


 


5.1             
Fiscal Year. Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the corporation
shall begin on the first day of January of each year and end on the last day of December in each year.


 


5.2             
Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board of Directors.


 


5.3             
Waiver of Notice. Whenever notice is required to be given by law, by the Certificate of Incorporation or by these By-laws,
a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether
before, at or after the time of the event for which notice is to be given, shall be deemed equivalent to notice required to be given to
such person. Neither the business nor the purpose of any meeting need be specified in any such waiver. 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.


 


5.4             
Voting of Securities. Except as the Board of Directors may otherwise designate, the Chief Executive Officer, the President
or the Treasurer may waive notice of, vote, or appoint any person or persons to vote, on behalf of the corporation at, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this corporation (with or without power of substitution) at, any
meeting of stockholders or securityholders of any other entity, the securities of which may be held by this corporation.


 


5.5             
Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action
taken by the stockholders, directors, a committee or any officer or representative of the corporation shall as to all persons who rely
on the certificate in good faith be conclusive evidence of such action.


 


5.6             
Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer
to the Certificate of Incorporation of the corporation, as amended and/or restated and in effect from time to time.


 


5.7             
Severability. Any determination that any provision of these By-laws is for any reason inapplicable, illegal or ineffective
shall not affect or invalidate any other provision of these By-laws.


 


5.8             
Pronouns. All pronouns used in these By-laws shall be deemed to refer to the masculine, feminine or neuter, singular or
plural, as the identity of the person or persons may require.


 






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ARTICLE VI


 


AMENDMENTS


 


These By-laws
may be altered, amended or repealed, in whole or in part, or new By-laws may be adopted by the Board of Directors or by the stockholders
as provided in the Certificate of Incorporation.


 






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AMENDMENT TO THE

 AMENDED AND
RESTATED BY-LAWS


OF


BLUE APRON HOLDINGS, INC.


 


(effective as of June 15, 2021)


 


Section
1.9 of Article I of the Amended and Restated By-laws of the Blue Apron Holdings, Inc. a Delaware corporation, is hereby
amended and restated to read in its entirety as follows:


 


“1.9 Action
at Meeting. When a quorum is present at any meeting, except as otherwise provided by law, the Certificate of Incorporation or
these By-laws, any matter, including the election of directors, to be voted upon by the stockholders at such meeting shall be
decided by the vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all of
the shares of stock present or represented at the meeting and voting affirmatively or negatively on such matter (or if there are two
or more classes or series of stock entitled to vote as separate classes, then in the case of each such class or series, the holders
of a majority in voting power of the shares of stock of that class or series present or represented at the meeting and voting
affirmatively or negatively on such matter). Notwithstanding the foregoing, if, as of a date that is 14 days in advance of the date
the Corporation files its definitive proxy statement for any such meeting of stockholders (regardless of whether or not thereafter
revised or supplemented) with the Securities and Exchange Commission, the number of nominees exceeds the number of directors to be
elected (a “Contested Election”), the directors shall be elected by the vote of a plurality of the votes cast by the
stockholders entitled to vote on the election. In order for any incumbent director to become a nominee of the Board of Directors for
further service on the Board of Directors, such person must submit an irrevocable resignation, contingent on (i) in an election that
is not a Contested Election, that person’s election as director not receiving a majority in voting power of the votes cast by
the holders of all of the shares of stock present or represented at the meeting and voting affirmatively or negatively on such
election, and (ii) acceptance of that resignation by the Board of Directors. In the event an incumbent director fails to receive a
majority in voting power of the votes cast by the holders of all of the shares of stock present or represented at the meeting and
voting affirmatively or negatively on such election in an election that is not a Contested Election, the Nominating and Corporate
Governance Committee, or such other committee designated by the Board of Directors pursuant to these By-laws, shall make a
recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent director, or whether
other action should be taken. The Board of Directors shall act on the resignation, taking into account the committee’s
recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the Securities and Exchange
Commission) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision within
ninety (90) days following certification of the election results. The committee in making its recommendation and the Board of
Directors in making its decision each may consider any factors and other information that they consider appropriate and relevant. If
the Board of Directors accepts a director’s resignation pursuant to this Section 1.9, or if a nominee for director is not
elected and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy in accordance with
these By-laws and the Certificate of Incorporation.”


 






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