Exhibit 4.2


 


THIRD
Amended AND RESTATED


 


bylaws
of BRIGHT HEALTH GROUP, Inc.


 


* *
* * *


 


ARTICLE I


 


Offices


 


SECTION 1.01         Registered
Office. The registered office and registered agent of Bright Health Group, Inc. (the “Corporation”) in the State
of Delaware shall be as set forth in the Certificate of Incorporation (as defined below) from time to time. The Corporation may also have
offices in such other places in the United States or elsewhere as the board of directors of the Corporation (the “Board of Directors”)
may, from time to time, determine or as the business of the Corporation may require as determined by any officer of the Corporation.


 


ARTICLE II


 


Meetings of Stockholders


 


SECTION 2.01         Annual Meetings.
Annual meetings of stockholders may be held at such place, if any, either within or without the State of Delaware, and at such time and
date as the Board of Directors shall determine and state in the notice of meeting. The Board of Directors may, in its sole discretion,
determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication, including
by webcast, as described in Section 2.11 of these Third Amended and Restated Bylaws (these “Bylaws”) in accordance
with Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). The Board of Directors
may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.


 


SECTION 2.02         Special Meetings.
Special meetings of the stockholders may only be called in the manner provided in the Corporation’s amended and restated certificate
of incorporation as then in effect (as the same may be amended from time to time, the “Certificate of Incorporation”) and
may be held at such place, if any, either within or without the State of Delaware, and at such time and date as the Board of Directors
or the Chairman of the Board of Directors shall determine and state in the notice of such meeting. The Board of Directors may, in its
sole discretion, determine that special meetings of stockholders shall not be held at any place, but may instead be held solely by means
of remote communication as described in Section 2.11 of these Bylaws in accordance with Section 211(a)(2) of the DGCL. The Board
of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors or
the Chairman of the Board of Directors.


 


SECTION 2.03         Notice of
Stockholder Business and Nominations.


 


(A)       Annual
Meetings of Stockholders.


 


(1)        Nominations
of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be
made at an annual meeting of stockholders only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto)
delivered pursuant to Section 2.04 of Article II of these Bylaws, (b) by or at the direction of the Board of Directors or any
authorized committee thereof or (c) by any stockholder of the Corporation who is entitled to vote at the meeting, who, complied with
the notice procedures set forth in paragraphs (A)(2) and (A)(3) of this Section 2.03 and who was a stockholder of record at the time
such notice is delivered to the Secretary of the Corporation.


 






    


     


    

 


(2)         For
nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1)
of this Section 2.03, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, and, in the
case of business other than nominations of persons for election to the Board of Directors, such other business must constitute a proper
matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary of the Corporation at the
principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to
the first anniversary of the preceding year’s annual meeting (which date shall, for purposes of the Corporation’s first annual
meeting of stockholders after its shares of Common Stock (as defined in the Certificate of Incorporation) are first publicly traded, be
deemed to have occurred on May 25, 2021); provided, however, that in the event that the date of the annual meeting is advanced
by more than thirty (30) days, or delayed by more than seventy (70) days, from the anniversary date of the previous year’s
meeting, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier
than the close of business on the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business
on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement
of the date of such meeting is first made by the Corporation. Public announcement of an adjournment or postponement of an annual meeting
shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Notwithstanding anything
in this Section 2.03(A)(2) to the contrary, if the number of directors to be elected to the Board of Directors at an annual meeting is
increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the
increased Board of Directors at least one hundred (100) calendar days prior to the first anniversary of the prior year’s annual
meeting of stockholders, then a stockholder’s notice required by this Section shall be considered timely, but only with respect
to nominees for any new positions created by such increase, if it is received by the Secretary of the Corporation not later than the close
of business on the tenth (10th) calendar day following the day on which such public announcement is first made by the Corporation.


 






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(3)         A
stockholder’s notice delivered pursuant to this Section 2.03 shall set forth: (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case
pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
and regulations promulgated thereunder, including such person’s written consent to being named in the Corporation’s
proxy statement as a nominee of the stockholder and to serving as a director if elected; (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the
text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such
business includes a proposal to amend these Bylaws, the language of the proposed amendment), the reasons for conducting such
business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books and
records, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the Corporation that are
owned, directly or indirectly, beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that
the stockholder is a holder of record of the stock of the Corporation at the time of the giving of the notice, will be entitled to
vote at such meeting and will appear in person (which, for the avoidance of doubt, includes remote appearance at virtual meetings)
or by proxy at the meeting to propose such business or nomination, (iv) a representation whether the stockholder or the beneficial
owner, if any, will be or is part of a group that will (x) deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the voting power of the Corporation’s outstanding capital stock required to approve or adopt the proposal or
elect the nominee and/or (y) otherwise solicit proxies or votes from stockholders in support of such proposal or nomination, (v) a
certification regarding whether such stockholder and beneficial owner, if any, have complied with all applicable federal, state and
other legal requirements in connection with the stockholder’s and/or beneficial owner’s acquisition of shares of capital
stock or other securities of the Corporation and/or the stockholder’s and/or beneficial owner’s acts or omissions as a
stockholder of the Corporation and (vi) any other information relating to such stockholder and beneficial owner, if any, required to
be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as
applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section
14(a) of the Exchange Act and the rules and regulations promulgated thereunder; (d) a description of any agreement, arrangement or
understanding with respect to the nomination or proposal and/or the voting of shares of any class or series of stock of the
Corporation between or among the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or
proposal is made, any of their respective affiliates or associates and/or any others acting in concert with any of the foregoing
(collectively, “proponent persons”); and (e) a description of any agreement, arrangement or understanding
(including without limitation any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or
sell, swap or other instrument) to which any proponent person is a party, the intent or effect of which may be (i) to transfer to or
from any proponent person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation,
(ii) to increase or decrease the voting power of any proponent person with respect to shares of any class or series of stock of the
Corporation and/or (iii) to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any
profit derived from, or to otherwise benefit economically from, any increase or decrease in the value of any security of the
Corporation. A stockholder providing notice of a proposed nomination for election to the Board of Directors or other business
proposed to be brought before a meeting (whether given pursuant to this paragraph (A)(3) or paragraph (B) of this Section 2.03 of
these Bylaws) shall update and supplement such notice from time to time to the extent necessary so that the information provided or
required to be provided in such notice shall be true and correct (x) as of the record date for determining the stockholders entitled
to notice of the meeting and (y) as of the date that is fifteen (15) days prior to the meeting or any adjournment or postponement
thereof, provided that if the record date for determining the stockholders entitled to vote at the meeting is less than
fifteen (15) days prior to the meeting or any adjournment or postponement thereof, the information shall be supplemented and updated
as of such later date. Any such update and supplement shall be delivered in writing to the Secretary of the Corporation at the
principal executive offices of the Corporation not later than five (5) days after the record date for determining the stockholders
entitled to notice of the meeting (in the case of any update and supplement required to be made as of the record date for
determining the stockholders entitled to notice of the meeting), not later than ten (10) days prior to the date for the meeting or
any adjournment or postponement thereof (in the case of any update or supplement required to be made as of fifteen (15) days prior
to the meeting or adjournment or postponement thereof) and not later than five (5) days after the record date for determining the
stockholders entitled to vote at the meeting, but no later than the day prior to the meeting or any adjournment or postponement
thereof (in the case of any update and supplement required to be made as of a date less than fifteen (15) days prior to the date of
the meeting or any adjournment or postponement thereof). The Corporation may require any proposed nominee to furnish such other
information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the
Corporation and to determine the independence of such director under the Exchange Act and rules and regulations thereunder and
applicable stock exchange rules.


 






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(B)        Special
Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation’s notice of meeting. At any time that the stockholders are not prohibited from filling vacancies
or newly created directorships on the Board of Directors, nominations of persons for election to the Board of Directors to fill any vacancy
or unfilled newly created directorship may be made at a special meeting of stockholders at which any proposal to fill any vacancy or unfilled
newly created directorship is to be presented to the stockholders (1) by or at the direction of the Board of Directors or any committee
thereof or (2) by any stockholder of the Corporation who is entitled to vote at the meeting on such matters, who complies with the notice
procedures set forth in this Section 2.03 and who is a stockholder of record at the time such notice is delivered to the Secretary of
the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors
to fill any vacancy or newly created directorship on the Board of Directors, any such stockholder entitled to vote in such election of
directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s
notice of meeting if the stockholder’s notice as required by paragraph (A)(2) of this Section 2.03 shall be delivered to the Secretary
at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th)
day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to
such special meeting or the tenth (10th) day following the day on which the Corporation first makes a public announcement of
the date of the special meeting at which directors are to be elected. In no event shall the public announcement of an adjournment or postponement
of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described
above.


 






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(C)        General.
(1) Only such persons who are nominated in accordance with the procedures set forth in this Section 2.03 shall be eligible to serve
as directors and only such business shall be conducted at an annual or special meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this Section. Except as otherwise provided by law, the Certificate
of Incorporation or these Bylaws, the chairman of the meeting shall, in addition to making any other determination that may be
appropriate for the conduct of the meeting, have the power and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws
and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or
nomination shall be disregarded. The date and time of the opening and the closing of the polls for each matter upon which the
stockholders will vote at a meeting shall be announced at the meeting by the chairman of the meeting. The Board of Directors may
adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except
to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of the meeting shall
have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such 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 the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed
for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants and on shareholder
approvals. Notwithstanding the foregoing provisions of this Section 2.03, unless otherwise required by law, if the stockholder (or a
qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to
present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted,
notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.03,
to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of
such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such
stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or
electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.
Unless and to the extent determined by the Board of Directors or the chairman of the meeting, the meeting of stockholders shall not
be required to be held in accordance with the rules of parliamentary procedure.


 


(2)         Whenever
used in these Bylaws, (i) “public announcement” shall mean disclosure (a) in a press release released by the Corporation,
provided that such press release is released by the Corporation following its customary procedures, is reported by the Dow Jones
News Service, Associated Press or comparable national news service, or is generally available on internet news sites, or (b) in a document
publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act
and the rules and regulations promulgated thereunder and (ii) “beneficial ownership” shall mean beneficial ownership within
the meaning of Rule 13d-3 under the Exchange Act.


 






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(3)        Notwithstanding
the foregoing provisions of this Section 2.03, a stockholder shall also comply with all applicable requirements of the Exchange Act
and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.03; provided, however,
that, to the fullest extent permitted by law, any references in these Bylaws to the Exchange Act or the rules and regulations
promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any
other business to be considered pursuant to these Bylaws (including paragraphs (A)(1)(c) and (B) of this Section 2.03), and
compliance with paragraphs (A)(1)(c) and (B) of this Section 2.03 of these Bylaws shall be the exclusive means for a stockholder to
make nominations or submit other business. Nothing in these Bylaws shall be deemed to affect any rights of the holders of any class
or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified
circumstances.


 


SECTION 2.04         Notice of
Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a timely notice in writing or by electronic
transmission, in the manner provided in Section 232 of the DGCL, of the meeting, which shall state the place, if any, date and time
of the meeting, 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 record date for determining the stockholders entitled to vote at the meeting, if such date is different
from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purposes
for which the meeting is called, shall be mailed to or transmitted electronically by the Secretary of the Corporation to each stockholder
of record entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting. Unless otherwise
provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than ten (10) nor
more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for
determining the stockholders entitled to notice of the meeting.


 


SECTION 2.05         Quorum.
Unless otherwise required by law, the Certificate of Incorporation or the rules of any stock exchange upon which the Corporation’s
securities are listed, the holders of record of a majority of the voting power of the issued and outstanding shares of capital stock of
the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of
business at all meetings of stockholders. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series
is required, a majority in voting power of the outstanding shares of such class or series or classes or series, present in person or represented
by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter.  Once a quorum is present to
organize a meeting, it shall not be broken by the subsequent withdrawal of any stockholders.


 


SECTION
2.06         Voting. Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation, each
stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such
stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to
express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder
by proxy in any manner provided by applicable law, but no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which
is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation
of the proxy or a new proxy bearing a later date. Unless required by the Certificate of Incorporation or applicable law, or
determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each
ballot shall be signed by the stockholder voting, or by such stockholder’s proxy, if there be such proxy. When a quorum is
present or represented at any meeting, the vote of the holders of a majority of the voting power of the shares of stock present in
person or represented by proxy and entitled to vote on the subject matter shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of applicable law, of the rules or regulations of any stock exchange
applicable to the Corporation, of any regulation applicable to the Corporation or its securities, of the Certificate of
Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the
decision of such question. Notwithstanding the foregoing sentence and subject to the Certificate of Incorporation, all elections of
directors shall be determined by a plurality of the votes cast in respect of the shares present in person or represented by proxy at
the meeting and entitled to vote on the election of directors.


 






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SECTION 2.07         Chairman
of Meetings. The Chairman of the Board of Directors, if one is elected, or, in his or her absence or disability or refusal to act,
the Chief Executive Officer of the Corporation (if the Chief Executive Officer is not also the Chairman of the Board of Directors), or
in the absence, disability or refusal to act of the Chairman of the Board of Directors and the Chief Executive Officer, a person designated
by the Board of Directors shall be the chairman of the meeting and, as such, preside at all meetings of the stockholders.


 


SECTION 2.08         Secretary
of Meetings. The Secretary of the Corporation shall act as Secretary at all meetings of the stockholders. In the absence, disability
or refusal to act of the Secretary, the chairman of the meeting shall appoint a person to act as Secretary at such meetings.


 


SECTION 2.09         Consent of Stockholders
in Lieu of Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation
may be taken without a meeting, without prior notice and without a vote only to the extent permitted by and in the manner provided in
the Certificate of Incorporation and in accordance with applicable law.


 


SECTION 2.10         Adjournment.
At any meeting of stockholders of the Corporation, if less than a quorum be present, the chairman of the meeting or stockholders holding
a majority in voting power of the shares of stock of the Corporation present in person or by proxy and entitled to vote thereon, shall
have the power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall attend.
Any business may be transacted at the adjourned meeting that might have been transacted at the meeting originally noticed. If the adjournment
is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at
the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned
meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting
the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give
notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date so fixed
for notice of such adjourned meeting.


 






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SECTION 2.11         Remote Communication.
If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors
may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:


 


(a) participate in a meeting
of stockholders; and


 


(b) be deemed present in person
and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication,


 


provided that


 


(i) the Corporation shall implement
reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is
a stockholder or proxyholder;


 


(ii) the Corporation shall implement
reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on
matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently
with such proceedings; and


 


(iii) if any stockholder or
proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be
maintained by the Corporation.


 


SECTION 2.12        Inspectors
of Election. The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors
of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof.
The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that
no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or
more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an
oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector
or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and
the voting power of each such share, (ii) determine the shares of capital stock of the Corporation represented at the meeting and the
validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares
of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification
and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots
cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law.
No person who is a candidate for an office at an election may serve as an inspector at such election.


 






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SECTION
2.13         Delivery to the Corporation. Whenever Section 2.03 requires one or more persons (including a record or beneficial
owner of stock) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any
notice, request, questionnaire, revocation, representation or other document or agreement), unless the Corporation elects otherwise,
such document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered
exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt
requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so
delivered.


 


ARTICLE III


 


Board of Directors


 


SECTION 3.01         Powers.
Except as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed
by or under the direction of its Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation
and do all such lawful acts and things as are not, by the DGCL or the Certificate of Incorporation, directed or required to be exercised
or done by the stockholders.


 


SECTION 3.02         Number and
Term; Chairman. Subject to the Certificate of Incorporation, the number of directors shall be fixed in the manner provided in the
Certificate of Incorporation. The term of each director shall be as set forth in the Certificate of Incorporation. Directors need not
be stockholders. The Board of Directors shall elect a Chairman of the Board, who shall have the powers and perform such duties as provided
in these Bylaws and as the Board of Directors may from time to time prescribe. The Chairman of the Board shall preside at all meetings
of the Board of Directors at which he or she is present. If the Chairman of the Board is not present at a meeting of the Board of Directors,
the Chief Executive Officer (if the Chief Executive Officer is a director and is not also the Chairman of the Board) shall preside at
such meeting, and, if the Chief Executive Officer is not present at such meeting or is not a director, a majority of the directors present
at such meeting shall elect one (1) director to preside over such meeting.


 


SECTION 3.03         Resignations.
Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairman
of the Board of Directors, the Chief Executive Officer, the President or the Secretary of the Corporation. The resignation shall take
effect at the time or the happening of any event specified therein, and if no time or event is specified, at the time of its receipt.
The acceptance of a resignation shall not be necessary to make it effective unless otherwise expressly provided in the resignation.


 


SECTION 3.04         Removal.
Directors of the Corporation may be removed in the manner provided in the Certificate of Incorporation and applicable law.


 


SECTION
3.05         Vacancies and Newly Created Directorships. Except as otherwise provided by law, vacancies occurring in any
directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships
resulting from any increase in the number of directors shall be filled in accordance with the Certificate of Incorporation. Any
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 and until his or her successor shall be elected and qualified, or until his or her earlier
death, resignation, retirement, disqualification or removal.


 






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SECTION 3.06         Meetings.
Regular meetings of the Board of Directors may be held at such places and times as shall be determined from time to time by the Board
of Directors. Special meetings of the Board of Directors may be called by the Chief Executive Officer of the Corporation, the President
of the Corporation or the Chairman of the Board of Directors, and shall be called by the Chief Executive Officer, the President or the
Secretary of the Corporation if directed by the Board of Directors and shall be at such places and times as they or he or she shall fix.
Notice need not be given of regular meetings of the Board of Directors. At least twenty four (24) hours before each special meeting of
the Board of Directors, either written notice, notice by electronic transmission or oral notice (either in person or by telephone) of
the time, date and place of the meeting shall be given to each director. Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special meeting.


 


SECTION 3.07         Quorum, Voting
and Adjournment. Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, a majority of the total number
of directors shall constitute a quorum for the transaction of business. Except as otherwise provided by law, the Certificate of Incorporation
or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board
of Directors. In the absence of a quorum, a majority of the directors present thereat may adjourn such meeting to another time and place.
Notice of such adjourned meeting need not be given if the time and place of such adjourned meeting are announced at the meeting so adjourned.


 


SECTION
3.08         Committees; Committee Rules. The Board of Directors may designate one or more committees, including but not limited
to an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each such committee shall be
comprised of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. Any such committee,
to the extent provided in the resolution of the Board of Directors establishing such committee, 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; but no such committee shall have the power or
authority to: (a) approve, adopt, or recommend to the stockholders any action or matter (other than the election or removal of
directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopt, amend or repeal any Bylaw
of the Corporation. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as
provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee.
Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be
necessary to constitute a quorum unless the committee shall consist of one or two members, in which event one member shall
constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee at
which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and that member’s
alternate, if alternates are designated by the Board of Directors, of such committee is or are absent or disqualified, the member or
members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified
member.






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SECTION 3.09        Action Without
a Meeting. Unless otherwise restricted by the Certificate of Incorporation, 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 any committee
thereof, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents,
or electronic transmission or transmissions, shall be filed in the minutes of proceedings of the Board of Directors in accordance with
applicable law. Such filing shall be in paper form if the minutes are maintained in paper form or shall be in electronic form if the minutes
are maintained in electronic form.


 


SECTION 3.10         Remote Meeting.
Unless otherwise restricted by the Certificate of Incorporation, members of the Board of Directors, or any committee designated by the
Board of Directors, may participate in a meeting by means of conference telephone or other communications equipment in which all persons
participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other communications
equipment shall constitute presence in person at such meeting.


 


SECTION 3.11         Compensation.
The Board of Directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for
services to the Corporation in any capacity.


 


SECTION 3.12         Reliance
on Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall,
in the performance of such person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon
such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees,
or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s
professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.


 


ARTICLE IV


 


Officers


 


SECTION 4.01         Number.
The officers of the Corporation shall include a Chief Executive Officer and a Secretary, each of whom shall be elected by the Board of
Directors and who shall hold office for such terms as shall be determined by the Board of Directors and until their successors are elected
and qualify or until their earlier resignation or removal. In addition, the Board of Directors may elect a President, one or more Vice
Presidents, including one or more Executive Vice Presidents or Senior Vice Presidents, a Chief Financial Officer, a General Counsel,
a Treasurer, one or more Assistant Treasurers, one or more Assistant Secretaries, one or more Assistant General Counsels and any other
additional officers as the Board of Directors deems necessary or advisable, who shall hold their respective offices for such terms and
shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Any number of
offices may be held by the same person.


 






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SECTION 4.02          Other Officers
and Agents. The Board of Directors may appoint such other officers and agents as it deems advisable, who shall hold their office for
such terms and shall exercise and perform such powers and duties as shall be determined from time to time by the Board of Directors.


 


SECTION 4.03         Chief Executive
Officer. The Chief Executive Officer shall have general executive charge, management, and control of the business and affairs of the
Corporation in the ordinary course of its business, with all such powers as may be reasonably incident to such responsibilities or that
are delegated to him or her by the Board of Directors. If the Board of Directors has not elected a Chairman of the Board or in the absence,
inability or refusal to act of such elected person to act as the Chairman of the Board, the Chief Executive Officer shall exercise all
of the powers and discharge all of the duties of the Chairman of the Board, but only if the Chief Executive Officer is a director of the
Corporation. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation and shall have
general supervision and direction of all of the other officers, employees and agents of the Corporation.


 


SECTION 4.05         President.
The President, if one is elected, shall have such powers and duties in the management of the Corporation as may be prescribed in a resolution
by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control
of the Board of Directors.


 


SECTION 4.06         Vice Presidents.
Each Vice President, if any are elected, of whom one or more may be designated an Executive Vice President or Senior Vice President,
shall have such powers and shall perform such duties as shall be assigned to him by the Chief Executive Officer or the Board of Directors.


 


SECTION 4.07         Chief Financial
Officer. The Chief Financial Officer, if any is elected, shall have custody of the corporate funds, securities, evidences of indebtedness
and other valuables of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to
the Corporation. The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation
in such depositories as may be designated by the Board of Directors or its designees selected for such purposes. The Chief Financial
Officer shall disburse the funds of the Corporation, taking proper vouchers therefor. The Chief Financial Officer shall render to the
Chief Executive Officer and the Board of Directors, upon their request, a report of the financial condition of the Corporation.


 


In addition, the Chief Financial
Officer shall have such further powers and perform such other duties incident to the office of Chief Financial Officer as from time to
time are assigned to him or her by the Chief Executive Officer or the Board of Directors.


 


SECTION 4.08         General
Counsel. The General Counsel, if one is elected, shall have such powers and duties in the management of the Corporation as may
be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board of Directors.


 






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SECTION 4.09         Treasurer.
The Treasurer, if one is elected, shall have such powers and duties in the management of the Corporation as may be prescribed in a resolution
by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control
of the Board of Directors.


 


SECTION 4.10          Secretary.
The Secretary shall: (a) cause minutes of all meetings of the stockholders and directors to be recorded and kept properly; (b) cause all
notices required by these Bylaws or otherwise to be given properly; (c) see that the minute books, stock books, and other nonfinancial
books, records and papers of the Corporation are kept properly; and (d) cause all reports, statements, returns, certificates and other
documents to be prepared and filed when and as required.


 


SECTION 4.11         Assistant Treasurers,
Assistant Secretaries and Assistant General Counsels. Each Assistant Treasurer, each Assistant Secretary and each Assistant General
Counsel, if any are elected, shall have such powers and duties in the management of the Corporation as may be prescribed in a resolution
by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control
of the Board of Directors.


 


SECTION 4.12          Contracts and
Other Documents. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or
agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority
may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power
of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement
or to pledge its credit or to render it liable for any purpose or for any amount. Except as provided in Section 2.13 of these Bylaws,
any document, including, without limitation, any consent, agreement, certificate or instrument, required by the DGCL, the Certificate
of Incorporation or these Bylaws to be executed by any officer, director, stockholder, employee or agent of the Corporation may be executed
using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. All other contracts, agreements,
certificates or instruments to be executed on behalf of the Corporation may be executed using a facsimile or other form of electronic
signature to the fullest extent permitted by applicable law.


 


SECTION 4.13         Ownership of
Securities of Another Entity. Unless otherwise directed by the Board of Directors, the Chief Executive Officer, the President, a
Vice President, the Chief Financial Officer, the General Counsel, the Treasurer or the Secretary, or such other officer or agent as shall
be authorized by the Board of Directors, shall have the power and authority, on behalf of the Corporation, to attend and to vote at any
meeting of securityholders of any entity in which the Corporation holds securities or equity interests and may exercise, on behalf of
the Corporation, any and all of the rights and powers incident to the ownership of such securities or equity interests at any such meeting,
including the authority to execute and deliver proxies and consents on behalf of the Corporation.


 






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SECTION 4.14          Delegation
of Duties. In the absence, disability or refusal of any officer to exercise and perform his or her duties, the Board of Directors
may delegate to another officer such powers or duties.


 


SECTION 4.15          Resignation
and Removal. Any officer of the Corporation may be removed from office for or without cause at any time by the Board of Directors.
Any officer may resign at any time in the same manner prescribed under Section 3.03 of these Bylaws.


 


SECTION 4.16          Vacancies.
The Board of Directors shall have the power to fill vacancies occurring in any office.


 


ARTICLE V


 


Stock


 


SECTION 5.01          Shares With
Certificates.


 


The shares of stock of the Corporation
shall be uncertificated and shall not be represented by certificates, except to the extent as may be required by applicable law or as
otherwise authorized by the Board of Directors. Notwithstanding the foregoing, shares of stock represented by a certificate and issued
and outstanding on June 28, 2021 shall remain represented by a certificate until such certificate is surrendered to the Corporation.


 


If shares of stock of the Corporation
shall be certificated, such certificates shall be in such form as is consistent with the Certificate of Incorporation and applicable law.
Every holder of stock in the Corporation represented by certificates shall be entitled to have a certificate signed by, or in the name
of the Corporation by, any two authorized officers of the Corporation (it being understood that each of the Chief Executive Officer, the
President, any Vice President, the Chief Financial Officer, the General Counsel, any Assistant General Counsel, the Treasurer, any Assistant
Treasurer, the Secretary, and any Assistant Secretary of the Corporation shall be an authorized officer for such purpose), certifying
the number and class of shares of stock of the Corporation owned by such holder. Any or all of the signatures on the certificate may be
a facsimile. The Board of Directors shall have the power to appoint one or more transfer agents and/or registrars for the transfer or
registration of certificates of stock of any class, and may require stock certificates to be countersigned or registered by one or more
of such transfer agents and/or registrars. The name of the holder of record of the shares represented thereby, with the number of such
shares and the date of issue, shall be entered on the books of the Corporation. With respect to all uncertificated shares, the name of
the holder of record of such uncertificated shares represented, with the number of such shares and the date of issue, shall be entered
on the books of the Corporation.


 


SECTION 5.02         Shares Without
Certificates. So long as the Board of Directors chooses to issue shares of stock without certificates in accordance with Section
5.01, the Corporation, if required by the DGCL, shall, within a reasonable time after the issue or transfer of shares without certificates,
send the stockholder a statement of the information required by the DGCL. The Corporation may adopt a system of issuance, recordation
and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided that the use of
such system by the Corporation is permitted in accordance with applicable law.


 






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SECTION 5.03         Transfer
of Shares. Shares of stock of the Corporation shall be transferable upon its books by the holders thereof, in person or by their duly
authorized attorneys or legal representatives, upon surrender to the Corporation by delivery thereof (to the extent evidenced by a physical
stock certificate) to the person in charge of the stock and transfer books and ledgers. Certificates representing such shares, if any,
shall be cancelled and new certificates, if the shares are to be certificated, shall thereupon be issued. Shares of capital stock of the
Corporation that are not represented by a certificate shall be transferred in accordance with any procedures adopted by the Corporation
or its agent and applicable law. A record shall be made of each transfer. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented, both the
transferor and transferee request the Corporation to do so. The Corporation shall have power and authority to make such rules and regulations
as it may deem necessary or proper concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.


 


SECTION 5.04          Lost, Stolen,
Destroyed or Mutilated Certificates. A new certificate of stock or uncertificated shares may be issued in the place of any certificate
previously issued by the Corporation alleged to have been lost, stolen or destroyed, and the Corporation may, in its discretion, require
the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation a bond, in such
sum as the Corporation may direct, in order to indemnify the Corporation against any claims that may be made against it in connection
therewith. A new certificate or uncertificated shares of stock may be issued in the place of any certificate previously issued by the
Corporation that has become mutilated upon the surrender by such owner of such mutilated certificate and, if required by the Corporation,
the posting of a bond by such owner in an amount sufficient to indemnify the Corporation against any claim that may be made against it
in connection therewith.


 


SECTION 5.05         List
of Stockholders Entitled To Vote. The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders
entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote
as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting at least ten (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 meeting or (b) during ordinary business
hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available
on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders
of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall 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. If
the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder
during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list
shall be provided with the notice of the meeting. 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 5.05 or to vote in person or by proxy
at any meeting of stockholders.


 






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SECTION 5.06          Fixing Date
for Determination of Stockholders of Record.


 


(A)       In
order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof,
the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60)
nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record
date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes
such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record
date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that
the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such
case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that
fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.


 


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


 


(C)       Unless
otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express
consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten
(10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for
determining stockholders entitled to express consent to corporate action without a meeting is fixed by the Board of Directors, (i) when
no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed
consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and
(ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution taking such prior action.


 






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SECTION 5.07          Registered
Stockholders. Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock or notification
to the Corporation of the transfer of uncertificated shares with a request to record the transfer of such share or shares, the Corporation
may treat the registered owner of such share or shares as the person entitled to receive dividends, to vote, to receive notifications
and otherwise to exercise all the rights and powers of an owner of such share or shares. To the fullest extent permitted by law, the Corporation
shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof.


 


ARTICLE VI


 


Notice and Waiver of Notice


 


SECTION 6.01          Notice.
If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such
stockholder’s address as it appears on the records of the Corporation. Other forms of notice shall be deemed given as provided
in the DGCL. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders
may be given by electronic transmission in the manner provided in Section 232 of the DGCL.


 


SECTION 6.02          Waiver of
Notice. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person,
whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required
to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any
meeting (in person or by remote communication) shall constitute waiver of notice except attendance 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.


 






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ARTICLE VII


 


Indemnification


 


SECTION 7.01          Right
to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a
 “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation, or
while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director,
officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including
service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity
while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the
fullest extent permitted by law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation
to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such indemnitee in
connection therewith; provided, however, that, except as provided in Section 7.03 with respect to proceedings to
enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such
indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. Any reference to an officer of the
Corporation in this Article VII shall be deemed to refer exclusively to the Chairman of the Board of Directors, Chief Executive
Officer, President, Chief Financial Officer, General Counsel, Treasurer, and Secretary of the Corporation appointed pursuant to
Article IV of these Bylaws, and to any Vice President, Assistant Secretary, Assistant Treasurer, Assistant General Counsel or other
officer of the Corporation appointed by the Board of Directors pursuant to Article IV of these Bylaws, including, without
limitation, any “executive officer” or “Section 16 officer,” and any reference to an officer of any other
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an
officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of
incorporation and bylaws or equivalent organizational documents of such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of
any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, but not an officer thereof as
described in the preceding sentence, has been given or has used the title of “Vice President” or any other title that
could be construed to suggest or imply that such person is or may be such an officer of the Corporation or of such other
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being
constituted as, or being deemed to be, such an officer of the Corporation or of such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise for purposes of this Article VII.


 


SECTION 7.02          Right to
Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.01, an indemnitee shall also have the
right to be paid by the Corporation the expenses (including attorney’s fees) incurred by the indemnitee in appearing at, participating
in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce
a right to indemnification or advancement of expenses under this Article VII (which shall be governed by Section 7.03) (hereinafter an
 “advancement of expenses”); provided, however, that, if the DGCL requires or in the case of an advance
made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by
an indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or
is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery
to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter
a “final adjudication”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses
under Sections 7.01 and 7.02 or otherwise.


 






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SECTION 7.03          Right of Indemnitee
to Bring Suit. If a claim under Section 7.01 or 7.02 is not paid in full by the Corporation within (i) 60 days after a written claim
for indemnification has been received by the Corporation or (ii) 20 days after a claim for an advancement of expenses has been received
by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the
claim or to obtain advancement of expenses, as applicable. To the fullest extent permitted by law, if the indemnitee is successful in
whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit
brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right
to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation
(including by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders)
to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation
(including by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders)
that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable
standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee
to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or
to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.


 


SECTION
7.04          Indemnification Not Exclusive. The provision of indemnification to or the advancement of expenses and costs to any indemnitee
under this Article VII, or the entitlement of any indemnitee to indemnification or advancement of expenses and costs under this Article
VII, shall not limit or restrict in any way the power of the Corporation to indemnify or advance expenses and costs to such indemnitee
in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any indemnitee seeking indemnification
or advancement of expenses and costs may be entitled under any law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such indemnitee’s capacity as an officer, director, employee or agent of the Corporation and as to action in
any other capacity.


 


SECTION 7.05          Nature of Rights.
The rights conferred upon indemnitees in this Article VII shall be contract rights and such rights shall continue as to an indemnitee
who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
Any amendment, alteration or repeal of this Article VII that adversely affects any right of an indemnitee or its successors shall be
prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or
alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.


 


SECTION
7.06          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 against any
expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability
or loss under the DGCL.


 






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SECTION
7.07          Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation
to the fullest extent of the provisions of this Article VII with respect to the indemnification and advancement of expenses of directors
and officers of the Corporation.


 


ARTICLE VIII


 


Miscellaneous


 


SECTION 8.01          Electronic Transmission.
For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical
transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more
distributed electronic networks or databases), that creates a record that may be retained, retrieved, and reviewed by a recipient thereof,
and that may be directly reproduced in paper form by such a recipient through an automated process.


 


SECTION 8.02         Corporate Seal.
The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the
Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the
Chief Financial Officer, Treasurer, or by an Assistant Secretary or Assistant Treasurer.


 


SECTION 8.03          Fiscal Year.
The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by
the Board of Directors, the fiscal year of the Corporation shall be the calendar year.


 


SECTION 8.04         Section Headings.
Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise
construing any provision herein.


 


SECTION 8.05          Inconsistent
Provisions. In the event that any provision of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation,
the DGCL or any other applicable law, such provision of these Bylaws shall not be given any effect to the extent of such inconsistency
but shall otherwise be given full force and effect.


 






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ARTICLE IX


 


Amendments


SECTION
9.01         Amendments. The Board of Directors is authorized to make, repeal, alter, amend and rescind, in whole or in part, these Bylaws
without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or the Certificate
of Incorporation. Notwithstanding any other provisions of these Bylaws or any provision of law which might otherwise permit a
lesser vote of the stockholders, in addition to any vote of the holders of any class or series of capital stock of the Corporation required
by the Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock (as defined in
the Certificate of Incorporation)), these Bylaws or applicable law, the affirmative vote of the holders of at least 66 2/3% in voting
power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall
be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of
these Bylaws (including, without limitation, this Section 9.01) or to adopt any provision inconsistent herewith.


 


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