BYLAWS

OF

KALSHI INC.
TABLE OF CONTENTS

Page

-iARTICLE I CORPORATE OFFICES...................................................................................1

1.1 Offices......................................................................................................................1

ARTICLE II MEETINGS OF STOCKHOLDERS.................................................................1

2.1 Place Of Meetings....................................................................................................1

2.2 Annual Meeting .......................................................................................................1

2.3 Special Meeting .......................................................................................................1

2.4 Notice Of Stockholders’ Meetings...........................................................................2

2.5 Manner Of Giving Notice; Affidavit Of Notice ......................................................2

2.6 Quorum ....................................................................................................................2

2.7 Adjourned Meeting; Notice .....................................................................................2

2.8 Organization; Conduct Of Business.........................................................................3

2.9 Voting ......................................................................................................................3

2.10 Waiver Of Notice.....................................................................................................3

2.11 Stockholder Action By Written Consent Without A Meeting.................................4

2.12 Record Date For Stockholder Notice; Voting; Giving Consents.............................4

2.13 Proxies......................................................................................................................5

ARTICLE III DIRECTORS .....................................................................................................6

3.1 Powers......................................................................................................................6

3.2 Number Of Directors ...............................................................................................6

3.3 Election, Qualification And Term Of Office Of Directors......................................7

3.4 Resignation And Vacancies.....................................................................................7

3.5 Place Of Meetings; Meetings By Telephone ...........................................................8

3.6 Regular Meetings.....................................................................................................8

3.7 Special Meetings; Notice .........................................................................................8

3.8 Quorum ....................................................................................................................8

3.9 Waiver Of Notice.....................................................................................................9

3.10 Board Action By Written Consent Without A Meeting...........................................9

3.11 Fees And Compensation Of Directors.....................................................................9

3.12 Approval Of Loans To Officers...............................................................................9

3.13 Removal Of Directors............................................................................................10

3.14 Chairperson Of The Board Of Directors................................................................10

ARTICLE IV COMMITTEES................................................................................................10

4.1 Committees Of Directors.......................................................................................10

4.2 Committee Minutes................................................................................................11

4.3 Meetings And Actions Of Committees..................................................................11

ARTICLE V OFFICERS.......................................................................................................11

5.1 Officers ..................................................................................................................11

5.2 Appointment Of Officers.......................................................................................11

5.3 Subordinate Officers..............................................................................................11

5.4 Removal And Resignation Of Officers..................................................................12

5.5 Vacancies In Offices..............................................................................................12
TABLE OF CONTENTS

Page

-ii5.6 Chief Executive Officer.........................................................................................12

5.7 President.................................................................................................................12

5.8 Vice Presidents.......................................................................................................13

5.9 Secretary ................................................................................................................13

5.10 Chief Financial Officer ..........................................................................................13

5.11 Treasurer ................................................................................................................14

5.12 Representation Of Shares Of Other Corporations .................................................14

5.13 Authority And Duties Of Officers .........................................................................14

ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND 

OTHER AGENTS ...........................................................................................15

6.1 Indemnification Of Directors And Officers...........................................................15

6.2 Indemnification Of Others.....................................................................................15

6.3 Payment Of Expenses In Advance.........................................................................15

6.4 Indemnity Not Exclusive .......................................................................................15

6.5 Insurance ................................................................................................................16

6.6 Conflicts.................................................................................................................16

ARTICLE VII RECORDS AND REPORTS...........................................................................16

7.1 Maintenance And Inspection Of Records..............................................................16

7.2 Inspection By Directors .........................................................................................17

ARTICLE VIII GENERAL MATTERS ...................................................................................17

8.1 Checks....................................................................................................................17

8.2 Execution Of Corporate Contracts And Instruments.............................................17

8.3 Stock Certificates and Notices; Uncertificated Stock; Partly Paid Shares ............17

8.4 Special Designation On Certificates and Notices of Issuance ...............................18

8.5 Lost Certificates.....................................................................................................18

8.6 Construction; Definitions.......................................................................................19

8.7 Dividends...............................................................................................................19

8.8 Fiscal Year .............................................................................................................19

8.9 Transfer Of Stock...................................................................................................19

8.10 Stock Transfer Agreements....................................................................................19

8.11 Stockholders Of Record.........................................................................................19

8.12 Facsimile Or Electronic Signatures .......................................................................20

ARTICLE IX AMENDMENTS .............................................................................................20
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BYLAWS

OF

KALSHI INC.

ARTICLE I

CORPORATE OFFICES

1.1 Offices

In addition to the corporation’s registered office set forth in the certificate of 

incorporation, the Board of Directors may at any time establish other offices at any place or 

places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 Place Of Meetings

Meetings of stockholders shall be held at any place, within or outside the state of 

Delaware, designated by the Board of Directors. The Board of Directors may, in its sole 

discretion, determine that a meeting of stockholders shall not be held at any place, but may 

instead be held solely by means of remote communication as authorized by Section 211(a)(2) of 

the Delaware General Corporation Law. In the absence of any such designation or 

determination, stockholders’ meetings shall be held at the registered office of the corporation.

2.2 Annual Meeting

The annual meeting of stockholders shall be held on such date, time and place, 

either within or without the state of Delaware, as may be designated by resolution of the Board 

of Directors each year. At the meeting, directors shall be elected and any other proper business 

may be transacted.

2.3 Special Meeting

A special meeting of the stockholders may be called at any time by the Board of 

Directors, the chairperson of the board, the chief executive officer, the president or by one or 

more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes 

at that meeting.

If a special meeting is called by any person or persons other than the Board of 

Directors, the chairperson of the board, the chief executive officer or the president, the request 
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shall be in writing, specifying the time of such meeting and the general nature of the business 

proposed to be transacted, and shall be delivered personally or sent by registered mail or by 

email, fax, telegraphic or other facsimile or electronic transmission to the chairperson of the 

board, the chief executive officer, the president or the secretary of the corporation. No business 

may be transacted at such special meeting otherwise than specified in such notice. The officer 

receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, 

in accordance with the provisions of Sections 2.4 and 2.5 of this Article II, that a meeting will be 

held at the time requested by the person or persons calling the meeting, not less than 35 nor more 

than 60 days after the receipt of the request. If the notice is not given within 20 days after the 

receipt of the request, the person or persons requesting the meeting may give the notice. Nothing 

contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting 

the time when a meeting of stockholders called by action of the Board of Directors may be held.

2.4 Notice Of Stockholders’ Meetings

Unless otherwise provided by law, all notices of meetings with stockholders shall 

be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these bylaws 

not less than 10 nor more than 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. The notice shall specify the place (if any), date and hour of the meeting, and in 

the case of a special meeting, the purpose or purposes for which the meeting is called.

2.5 Manner Of Giving Notice; Affidavit Of Notice

Written notice of any meeting of stockholders, if mailed, is given when deposited 

in the United States mail, postage prepaid, directed to the stockholder at his address as it appears 

on the records of the corporation. Without limiting the manner by which notice otherwise may 

be given effectively to stockholders, any notice to stockholders may be given by electronic mail 

or other electronic transmission, in the manner provided in Section 232 of the Delaware General 

Corporation Law. An affidavit of the secretary or an assistant secretary or of the transfer agent 

of the corporation that the notice has been given shall, in the absence of fraud, be prima facie 

evidence of the facts stated therein.

2.6 Quorum

The holders of a majority of the shares of stock issued and outstanding and 

entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all 

meetings of the stockholders for the transaction of business except as otherwise provided by 

statute or by the certificate of incorporation. If, however, such quorum is not present or 

represented at any meeting of the stockholders, then either (a) the chairperson of the meeting or 

(b) holders of a majority of the shares of stock entitled to vote who are present, in person or by 

proxy, shall have power to adjourn the meeting to another place (if any), date or time.

2.7 Adjourned Meeting; Notice

When a meeting is adjourned to another place (if any), date or time, unless these 

bylaws otherwise require, notice need not be given of the adjourned meeting if the time and 

place (if any), thereof and the means of remote communications (if any) by which stockholders 
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and proxyholders may be deemed to be present and vote at such adjourned meeting, are 

announced at the meeting at which the adjournment is taken. At the adjourned meeting the 

corporation may transact any business that might have been transacted at the original meeting. If 

the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed 

for the adjourned meeting, notice of the place (if any), date and time of the adjourned meeting 

and the means of remote communications (if any) by which stockholders and proxy holders may 

be deemed to be present in person and vote at such adjourned meeting shall be given to each 

stockholder of record entitled to vote at the meeting.

2.8 Organization; Conduct Of Business

Such person as the Board of Directors may have designated or, in the absence of 

such a person, the chief executive officer, or in his or her absence, the president or, in his or her 

absence, such person as may be chosen by the holders of a majority of the shares entitled to vote 

who are present, in person or by proxy, shall call to order any meeting of the stockholders and 

act as chairperson of the meeting. In the absence of the secretary of the corporation, the 

secretary of the meeting shall be such person as the chairperson of the meeting appoints.

The chairperson of any meeting of stockholders shall determine the order of 

business and the procedure at the meeting, including the manner of voting and the conduct of 

business. The date and time of opening and closing of the polls for each matter upon which the 

stockholders will vote at the meeting shall be announced at the meeting.

2.9 Voting

The stockholders entitled to vote at any meeting of stockholders shall be 

determined in accordance with the provisions of Section 2.12 of these bylaws, subject to the 

provisions of Sections 217 and 218 of the Delaware General Corporation Law (relating to voting 

rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting 

agreements).

Except as may be otherwise provided in the certificate of incorporation, each 

stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. 

All elections shall be determined by a plurality of the votes cast, and except as otherwise 

required by law, all other matters shall be determined by a majority of the votes cast 

affirmatively or negatively. At any time that, pursuant to the then-effective certificate of 

incorporation, any shares of stock have more or less than one (1) vote per share on any matter, 

every reference in these bylaws to a majority or other proportion of the shares shall refer to a 

majority or other proportion of the votes of the shares.

2.10 Waiver Of Notice

Whenever notice is required to be given under any provision of the Delaware 

General Corporation Law or of the certificate of incorporation or these bylaws, a written waiver 

thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic 

transmission by such person, whether before or after the time stated therein, shall be deemed 

equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of 

such meeting, except when the person attends a meeting for the express purpose of objecting, at 
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the beginning of the meeting, to the transaction of any business because the meeting is not 

lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any 

regular or special meeting of the stockholders need be specified in any written waiver of notice, 

or any waiver of notice by electronic transmission, unless so required by the certificate of 

incorporation or these bylaws.

2.11 Stockholder Action By Written Consent Without A Meeting

Unless otherwise provided in the certificate of incorporation, any action required 

to be taken at any annual or special meeting of stockholders of the corporation, or any action that 

may be taken at any annual or special meeting of such stockholders, may be taken without a 

meeting, without prior notice, and without a vote if a consent in writing, setting forth the action 

so taken, is (a) signed by the holders of outstanding stock having not less than the minimum 

number of votes that would be necessary to authorize or take such action at a meeting at which 

all shares entitled to vote thereon were present and voted, and (b) delivered to the corporation in 

accordance with Section 228(a) of the Delaware General Corporation Law.

No written consent shall be effective to take the corporate action referred to 

therein unless, within 60 days of the first date a written consent is delivered to the corporation, a 

written consent or consents signed by a sufficient number of holders to take action are delivered 

to the corporation in the manner prescribed in this Section. A telegram, cablegram, electronic 

mail or other electronic transmission consenting to an action to be taken and transmitted by a 

stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or 

proxyholder, shall be deemed to be written and signed for purposes of this Section to the extent 

permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of 

the Delaware General Corporation Law.

Any copy, facsimile or other reliable reproduction of a consent in writing may be 

substituted or used in lieu of the original writing for any and all purposes for which the original 

writing could be used, provided that such copy, facsimile or other reproduction shall be a 

complete reproduction of the entire original writing.

Prompt notice of the taking of the corporate action without a meeting by less than 

unanimous written consent shall be given to those stockholders who have not consented in 

writing (including by electronic mail or other electronic transmission as permitted by law). If the 

action which is consented to is such as would have required the filing of a certificate under any 

section of the Delaware General Corporation Law if such action had been voted on by 

stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu 

of any statement required by such section concerning any vote of stockholders, that written 

consent has been given as provided in Section 228 of the Delaware General Corporation Law.

2.12 Record Date For Stockholder Notice; Voting; Giving Consents

(a) In order that the corporation may determine the stockholders entitled to 

notice of any meeting of stockholders or any adjournment thereof, or to express consent to 

corporate action in writing without a meeting, or 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 
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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 by the Board of Directors, and which record date: 

(1) in the case of determination of stockholders entitled to notice of any meeting of stockholders 

or any adjournment thereof, shall, unless otherwise required by law, not be more than 60 nor less 

than 10 days before the date of such meeting and, 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 determining the stockholders entitled to vote at such meeting, the record date for 

determining the stockholders entitled to notice of such meeting shall also be the record date for 

determining the stockholders entitled to vote at such meeting; (2) in the case of determination of 

stockholders entitled to express consent to corporate action in writing without a meeting, shall 

not be more than 10 days from the date upon which the resolution fixing the record date is 

adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than 

60 days prior to such other action.

(b) If the Board of Directors does not so fix a record date: (1) the record date 

for determining stockholders entitled to notice of and 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; (2) the record date for determining stockholders entitled to express consent to corporate 

action in writing without a meeting, when no prior action of the Board of Directors is required by 

law, shall be the first date on which a signed written consent setting forth the action taken or 

proposed to be taken is delivered to the corporation in accordance with applicable law, or, if 

prior action by the Board of Directors is required by law, shall be at the close of business on the 

day on which the Board of Directors adopts the resolution taking such prior action; and (3) 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 thereto.

(c) 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 determination of stockholders entitled to 

vote at the adjourned meeting, and in such case shall also fix as the record date for the 

stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed 

for the determination of stockholders entitled to vote in accordance with the foregoing provisions 

of this Section 2.12 at the adjourned meeting.

2.13 Proxies

Each stockholder entitled to vote at a meeting of stockholders or to express 

consent or dissent to corporate action in writing without a meeting may authorize another person 

or persons to act for such stockholder by an instrument in writing or by an electronic 

transmission permitted by law filed with the secretary of the corporation, 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 deemed signed if the stockholder’s name is placed on the proxy 

(whether by manual signature, typewriting, facsimile, electronic or telegraphic transmission or 

otherwise) by the stockholder or the stockholder’s attorney-in-fact. The revocability of a proxy 
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that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) 

of the Delaware General Corporation Law.

ARTICLE III

DIRECTORS

3.1 Powers

Subject to the provisions of the Delaware General Corporation Law and any 

limitations in the certificate of incorporation or these bylaws relating to action required to be 

approved by the stockholders or by the outstanding shares, the business and affairs of the 

corporation shall be managed and all corporate powers shall be exercised by or under the 

direction of the Board of Directors. At any time that, pursuant to the then-effective certificate of 

incorporation, any director or directors have more or less than one (1) vote per director on any 

matter, every reference in these bylaws to a majority or other proportion of the directors shall 

refer to a majority or other proportion of the votes of the directors.

3.2 Number Of Directors

(a) The total number of directors constituting the entire Board of Directors 

(the “Number of Authorized Directors”) shall be fixed or changed in the manner provided in 

these bylaws, unless the certificate of incorporation fixes the Number of Authorized Directors, in 

which case the Number of Authorized Directors shall be changed only by amendment of the 

certificate of incorporation.

(b) Subject to Section 3.4 of these bylaws, the Number of Authorized 

Directors may be fixed or changed: (i) by a resolution of the Board of Directors or of the 

stockholders, or (ii) if applicable, by action of the incorporator(s) (which includes any person(s) 

acting, in accordance with the Delaware General Corporation Law, on behalf of any 

incorporator(s) not available to act) before the election of the initial Board of Directors. No 

reduction of the Number of Authorized Directors shall have the effect of removing any director 

before such director’s term of office expires.

(c) If the Number of Authorized Directors is already fixed (whether by the 

certificate of incorporation, resolution of the Board of Directors or of the stockholders, action of 

the incorporators(s) before the election of the initial Board of Directors, or otherwise in 

accordance with the Delaware General Corporation Law) at the time the adoption of these 

bylaws is effective (the “Effective Time”), then the Number of Authorized Directors, until 

changed in accordance with this Section 3.2, is such already fixed Number of Authorized 

Directors.

(d) If the Number of Authorized Directors is not already fixed at the Effective 

Time, then: (i) if there are directors in office at the Effective Time, the Number of Authorized 

Directors, until changed in accordance with this Section 3.2, is the total number of directors in 

office at the Effective Time, or (ii) if there are no directors in office at the Effective Time, the 

Number of Authorized Directors, until fixed or changed in accordance with this Section 3.2, is 

the total number of directors on the Board of Directors as first constituted following the Effective 
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Time (whether such directors are elected by resolution of the stockholders, action of the 

incorporators(s) before the election of the initial Board of Directors, or otherwise in accordance 

with the Delaware General Corporation Law).

3.3 Election, Qualification And Term Of Office Of Directors

Except as provided in Section 3.4 of these bylaws, and unless otherwise provided 

in the certificate of incorporation, directors shall be elected at each annual meeting of 

stockholders to hold office until the next annual meeting. Directors need not be stockholders 

unless so required by the certificate of incorporation or these bylaws, wherein other 

qualifications for directors may be prescribed. Each director, including a director elected to fill a 

vacancy, shall hold office until his or her successor is elected and qualified or until his or her 

earlier resignation or removal.

Unless otherwise specified in the certificate of incorporation, elections of 

directors need not be by written ballot.

3.4 Resignation And Vacancies

Any director may resign at any time upon written notice to the attention of the 

Secretary of the corporation. Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) 

of the Delaware General Corporation Law, any vacancy or newly created directorship may be 

filled by a majority of the directors then in office (including any directors that have tendered a 

resignation effective at a future date), though less than a quorum, or by a sole remaining director, 

and the directors so chosen shall hold office until the next annual election and until their 

successors are duly elected and shall qualify, unless sooner displaced; provided, however, that 

where such vacancy or newly created directorship occurs among the directors elected by the 

holders of a class or series of stock, the holders of shares of such class or series may override the 

Board of Directors’ action to fill such vacancy or newly created directorship by (i) voting for 

their own designee to fill such vacancy or newly created directorship at a meeting of the 

corporation’s stockholders or (ii) written consent, if the consenting stockholders hold a sufficient 

number of shares to elect their designee at a meeting of the stockholders.

If at any time, by reason of death or resignation or other cause, the corporation 

should have no directors in office, then any officer or any stockholder or an executor, 

administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like 

responsibility for the person or estate of a stockholder, may call a special meeting of 

stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, 

or may apply to the Court of Chancery for a decree summarily ordering an election as provided 

in Section 211 of the Delaware General Corporation Law.

If, at the time of filling any vacancy or any newly created directorship, the 

directors then in office constitute less than a majority of the whole board (as constituted 

immediately prior to any such increase), then the Court of Chancery may, upon application of 

any stockholder or stockholders holding at least 10% of the total number of the shares at the time 

outstanding having the right to vote for such directors, summarily order an election to be held to 

fill any such vacancies or newly created directorships, or to replace the directors chosen by the 
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directors then in office as aforesaid, which election shall be governed by the provisions of 

Section 211 of the Delaware General Corporation Law as far as applicable.

3.5 Place Of Meetings; Meetings By Telephone

The Board of Directors of the corporation may hold meetings, both regular and 

special, either within or outside the state of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, 

members of the Board of Directors, or any committee designated by the Board of Directors, may 

participate in a meeting of the Board of Directors, or any committee, by means of conference 

telephone or other communications equipment by means of which all persons participating in the 

meeting can hear each other, and such participation in a meeting shall constitute presence in 

person at the meeting.

3.6 Regular Meetings

Regular meetings of the Board of Directors may be held without notice at such 

time and at such place as shall from time to time be determined by the board.

3.7 Special Meetings; Notice

Special meetings of the Board of Directors for any purpose or purposes may be 

called at any time by the chairperson of the board, the chief executive officer, the president, the 

secretary or any two directors.

Notice of the time and place of special meetings shall be delivered personally or 

by telephone to each director or sent by first-class mail, facsimile, electronic transmission, or 

telegram, charges prepaid, addressed to each director at that director’s address as it is shown on 

the records of the corporation. If the notice is mailed, it shall be deposited in the United States 

mail at least 4 days before the time of the holding of the meeting. If the notice is delivered 

personally or by facsimile, electronic transmission, telephone or telegram, it shall be delivered at 

least 24 hours before the time of the holding of the meeting. Any oral notice given personally or 

by telephone may be communicated either to the director or to a person at the office of the 

director who the person giving the notice has reason to believe will promptly communicate it to 

the director. The notice need not specify the purpose of the meeting. The notice need not 

specify the place of the meeting, if the meeting is to be held at the principal executive office of 

the corporation. Unless otherwise indicated in the notice thereof, any and all business may be 

transacted at a special meeting.

3.8 Quorum

At all meetings of the Board of Directors, a majority of the total number of 

directors then in office (but in no case less than 1/3 of the Number of Authorized Directors (as 

defined in Section 3.2 of these bylaws)) shall constitute a quorum for the transaction of business 

and the act of a majority of the directors present at any meeting at which there is a quorum shall 

be the act of the Board of Directors, except as may be otherwise specifically provided by statute 

or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of 
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Directors, then the directors present thereat may adjourn the meeting from time to time, without 

notice other than announcement at the meeting, until a quorum is present.

A meeting at which a quorum is initially present may continue to transact 

business notwithstanding the withdrawal of directors, if any action taken is approved by at least a 

majority of the required quorum for that meeting.

3.9 Waiver Of Notice

Whenever notice is required to be given under any provision of the Delaware 

General Corporation Law or of the certificate of incorporation or these bylaws, a written waiver 

thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic 

transmission by such person, whether before or after the time stated therein, shall be deemed 

equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of 

such meeting, except when the person attends a meeting for the express purpose of objecting, at 

the beginning of the meeting, to the transaction of any business because the meeting is not 

lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any 

regular or special meeting of the directors, or members of a committee of directors, need be 

specified in any written waiver of notice unless so required by the certificate of incorporation or 

these bylaws.

3.10 Board Action By Written Consent Without A Meeting

Unless otherwise restricted by the certificate of incorporation or these bylaws, any 

action required or permitted to be taken at any meeting of the Board of Directors, or of any 

committee thereof, may be taken without a meeting if all members of the board or committee, as 

the case may be, consent thereto in writing or by electronic transmission, and the writing or 

writings or electronic transmission or transmissions are filed with the minutes of proceedings of 

the board 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.

Any copy, facsimile or other reliable reproduction of a consent in writing may be 

substituted or used in lieu of the original writing for any and all purposes for which the original 

writing could be used, provided that such copy, facsimile or other reproduction shall be a 

complete reproduction of the entire original writing.

3.11 Fees And Compensation Of Directors

Unless otherwise restricted by the certificate of incorporation or these bylaws, the 

Board of Directors shall have the authority to fix the compensation of directors. No such 

compensation shall preclude any director from serving the corporation in any other capacity and 

receiving compensation therefor.

3.12 Approval Of Loans To Officers

The corporation may lend money to, or guarantee any obligation of, or otherwise 

assist any officer or other employee of the corporation or of its subsidiary, including any officer 

or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of 
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the directors, such loan, guaranty or assistance may reasonably be expected to benefit the 

corporation. The loan, guaranty or other assistance may be with or without interest and may be 

unsecured, or secured in such manner as the Board of Directors shall approve, including, without 

limitation, a pledge of shares of stock of the corporation. Nothing in this section shall be deemed 

to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or 

under any statute.

3.13 Removal Of Directors

Unless otherwise restricted by statute, by the certificate of incorporation or by 

these bylaws, any director or the entire Board of Directors may be removed, with or without 

cause, by, and only by, the affirmative vote of the holders of the shares of the class or series of 

stock entitled to elect such director or directors, given either at a special meeting of such 

stockholders duly called for that purpose or pursuant to a written consent of stockholders, and 

any vacancy thereby created may be filled by the holders of that class or series of stock 

represented at the meeting or pursuant to written consent; provided, however, that if the 

stockholders of the corporation are entitled to cumulative voting, if less than the entire Board of 

Directors is to be removed, no director may be removed without cause if the votes cast against 

his removal would be sufficient to elect him if then cumulatively voted at an election of the 

entire Board of Directors.

No reduction of the Number of Authorized Directors (as defined in Section 3.2 of 

these bylaws) shall have the effect of removing any director before such director’s term of office 

expires.

3.14 Chairperson Of The Board Of Directors

The corporation may also have, at the discretion of the Board of Directors, a 

chairperson of the Board of Directors who shall not be considered an officer of the corporation.

ARTICLE IV

COMMITTEES

4.1 Committees Of Directors

The Board of Directors may designate one or more committees, each committee 

to consist of one or more of the directors of the corporation. The Board may designate 1 or more 

directors as alternate members of any committee, who may replace any absent or disqualified 

member at any meeting of the committee. In the absence or disqualification of a member of a 

committee, the member or members 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, or in these bylaws, 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 in reference to the following matters: (i) approving 
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or adopting, or recommending to the stockholders, any action or matter expressly required by the

General Corporate Law of Delaware to be submitted to stockholders for approval or 

(ii) adopting, amending or repealing any Bylaw of the corporation.

4.2 Committee Minutes

Each committee shall keep regular minutes of its meetings and report the same to 

the Board of Directors when required.

4.3 Meetings And Actions Of Committees

Meetings and actions of committees shall be governed by, and held and taken in 

accordance with, the provisions of Section 3.5 (place of meetings and meetings by telephone), 

Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), 

Section 3.9 (waiver of notice), and Section 3.10 (action without a meeting) of these bylaws, with 

such changes in the context of such provisions as are necessary to substitute the committee and 

its members for the Board of Directors and its members; provided, however, that the time of 

regular meetings of committees may be determined either by resolution of the Board of Directors 

or by resolution of the committee, that special meetings of committees may also be called by 

resolution of the Board of Directors and that notice of special meetings of committees shall also 

be given to all alternate members, who shall have the right to attend all meetings of the 

committee. The Board of Directors may adopt rules for the government of any committee not 

inconsistent with the provisions of these bylaws.

ARTICLE V

OFFICERS

5.1 Officers

The officers of the corporation shall be a president and a secretary. The 

corporation may also have, at the discretion of the Board of Directors, a chief executive officer, a 

chief financial officer, a treasurer, one or more vice presidents, one or more assistant secretaries, 

one or more assistant treasurers, and any such other officers as may be appointed in accordance

with the provisions of Section 5.3 of these bylaws. Any number of offices may be held by the 

same person.

5.2 Appointment Of Officers

The officers of the corporation, except such officers as may be appointed in 

accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall be appointed by the 

Board of Directors, subject to the rights (if any) of an officer under any contract of employment.

5.3 Subordinate Officers

The Board of Directors may appoint, or empower the chief executive officer or 

the president to appoint, such other officers and agents as the business of the corporation may 

require, each of whom shall hold office for such period, have such authority, and perform such 
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duties as are provided in these bylaws or as the Board of Directors may from time to time 

determine.

5.4 Removal And Resignation Of Officers

Subject to the rights (if any) of an officer under any contract of employment, any 

officer may be removed, either with or without cause, by an affirmative vote of the majority of 

the Board of Directors at any regular or special meeting of the board or, except in the case of an 

officer chosen by the Board of Directors, by any officer upon whom the power of removal is 

conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the corporation 

(including written notice by email, fax, telegraphic or other facsimile or electronic transmission). 

Any resignation shall take effect at the date of the receipt of that notice or at any later time 

specified in that notice; and, unless otherwise specified in that notice, the acceptance of the 

resignation shall not be necessary to make it effective. Any resignation is without prejudice to 

the rights (if any) of the corporation under any contract to which the officer is a party.

5.5 Vacancies In Offices

Any vacancy occurring in any office of the corporation shall be filled by the 

Board of Directors.

5.6 Chief Executive Officer

Subject to such supervisory powers (if any) as may be given by the Board of 

Directors to the chairperson of the board (if any), the chief executive officer of the corporation 

(if such an officer is appointed) shall, subject to the control of the Board of Directors, have 

general supervision, direction, and control of the business and the officers of the corporation and 

shall have the general powers and duties of management usually vested in the office of chief 

executive officer of a corporation and shall have such other powers and duties as may be 

prescribed by the Board of Directors or these bylaws.

The person serving as chief executive officer shall also be the acting president of 

the corporation whenever no other person is then serving in such capacity.

5.7 President

Subject to such supervisory powers (if any) as may be given by the Board of 

Directors to the chairperson of the board (if any) or the chief executive officer, the president 

shall have general supervision, direction, and control of the business and other officers of the 

corporation. He or she shall have the general powers and duties of management usually vested 

in the office of president of a corporation and such other powers and duties as may be prescribed 

by the Board of Directors or these bylaws.

The person serving as president shall also be the acting chief executive officer, 

secretary or treasurer of the corporation, as applicable, whenever no other person is then serving 

in such capacity.
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5.8 Vice Presidents

In the absence or disability of the chief executive officer and president, the vice 

presidents (if any) in order of their rank as fixed by the Board of Directors or, if not ranked, a 

vice president designated by the Board of Directors, shall perform all the duties of the president 

and when so acting shall have all the powers of, and be subject to all the restrictions upon, the 

president. The vice presidents shall have such other powers and perform such other duties as 

from time to time may be prescribed for them respectively by the Board of Directors, these 

bylaws, the president or the chairperson of the board.

5.9 Secretary

The secretary shall keep or cause to be kept, at the principal executive office of 

the corporation or such other place as the Board of Directors may direct, a book of minutes of all 

meetings and actions of directors, committees of directors, and stockholders. The minutes shall 

show the time and place of each meeting, the names of those present at directors’ meetings or 

committee meetings, the number of shares present or represented at stockholders’ meetings, and 

the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office of 

the corporation or at the office of the corporation’s transfer agent or registrar, as determined by 

resolution of the Board of Directors, a share register, or a duplicate share register, showing the 

names of all stockholders and their addresses, the number and classes of shares held by each, the 

number and date of certificates (if any) evidencing such shares, and the number and date of 

cancellation of every certificate (if any) surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the 

stockholders and of the Board of Directors required to be given by law or by these bylaws. He or 

she shall have such other powers and perform such other duties as may be prescribed by the 

Board of Directors or by these bylaws.

5.10 Chief Financial Officer

The chief financial officer (if such an officer is appointed) shall keep and 

maintain, or cause to be kept and maintained, adequate and correct books and records of 

accounts of the properties and business transactions of the corporation, including accounts of its 

assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. 

The books of account shall at all reasonable times be open to inspection by any member of the 

Board of Directors.

The chief financial officer shall render to the chief executive officer, the 

president, or the Board of Directors, upon request, an account of all his or her transactions as 

chief financial officer and of the financial condition of the corporation. He or she shall have the 

general powers and duties usually vested in the office of chief financial officer of a corporation 

and shall have such other powers and perform such other duties as may be prescribed by the 

Board of Directors or these bylaws.
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The person serving as the chief financial officer shall also be the acting treasurer 

of the corporation whenever no other person is then serving in such capacity. Subject to such 

supervisory powers (if any) as may be given by the Board of Directors to another officer of the 

corporation, the chief financial officer shall supervise and direct the responsibilities of the 

treasurer whenever someone other than the chief financial officer is serving as treasurer of the 

corporation.

5.11 Treasurer

The treasurer (if such an officer is appointed) shall keep and maintain, or cause to 

be kept and maintained, adequate and correct books and records with respect to all bank 

accounts, deposit accounts, cash management accounts and other investment accounts of the 

corporation. The books of account shall at all reasonable times be open to inspection by any 

member of the Board of Directors.

The treasurer shall deposit, or cause to be deposited, all moneys and other 

valuables in the name and to the credit of the corporation with such depositories as may be 

designated by the Board of Directors. He or she shall disburse the funds of the corporation as 

may be ordered by the Board of Directors and shall render to the chief financial officer, the chief 

executive officer, the president or the Board of Directors, upon request, an account of all his or 

her transactions as treasurer. He or she shall have the general powers and duties usually vested 

in the office of treasurer of a corporation and shall have such other powers and perform such 

other duties as may be prescribed by the Board of Directors or these bylaws.

The person serving as the treasurer shall also be the acting chief financial officer 

of the corporation whenever no other person is then serving in such capacity.

5.12 Representation Of Shares Of Other Corporations

The chairperson of the board, the chief executive officer, the president, any vice 

president, the chief financial officer, the secretary or assistant secretary of this corporation, or 

any other person authorized by the Board of Directors or the chief executive officer or the 

president or a vice president, is authorized to vote, represent, and exercise on behalf of this 

corporation all rights incident to any and all shares of any other corporation or corporations 

standing in the name of this corporation. The authority granted herein may be exercised either 

by such person directly or by any other person authorized to do so by proxy or power of attorney 

duly executed by the person having such authority.

5.13 Authority And Duties Of Officers

In addition to the foregoing authority and duties, all officers of the corporation 

shall respectively have such authority and perform such duties in the management of the business 

of the corporation as may be designated from time to time by the Board of Directors or the 

stockholders.
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ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER

AGENTS

6.1 Indemnification Of Directors And Officers

The corporation shall, to the maximum extent and in the manner permitted by the 

Delaware General Corporation Law, indemnify each of its directors and officers against 

expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually 

and reasonably incurred in connection with any proceeding, arising by reason of the fact that 

such person is or was an agent of the corporation. For purposes of this Section 6.1, a “director”

or “officer” of the corporation includes any person (a) who is or was a director or officer of the 

corporation, (b) who is or was serving at the request of the corporation as a director or officer of 

another corporation, partnership, joint venture, trust or other enterprise, or (c) who was a director 

or officer of a corporation which was a predecessor corporation of the corporation or of another 

enterprise at the request of such predecessor corporation.

6.2 Indemnification Of Others

The corporation shall have the power, to the maximum extent and in the manner 

permitted by the Delaware General Corporation Law, to indemnify each of its employees and 

agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, 

fines, settlements and other amounts actually and reasonably incurred in connection with any 

proceeding, arising by reason of the fact that such person is or was an agent of the corporation. 

For purposes of this Section 6.2, an “employee” or “agent” of the corporation (other than a 

director or officer) includes any person (a) who is or was an employee or agent of the 

corporation, (b) who is or was serving at the request of the corporation as an employee or agent 

of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an 

employee or agent of a corporation which was a predecessor corporation of the corporation or of 

another enterprise at the request of such predecessor corporation.

6.3 Payment Of Expenses In Advance

Expenses incurred in defending any action or proceeding for which 

indemnification is required pursuant to Section 6.1 or for which indemnification is permitted 

pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by 

the corporation in advance of the final disposition of such action or proceeding upon receipt of 

an undertaking by or on behalf of the indemnified party to repay such amount if it shall 

ultimately be determined by final judicial decision from which there is no further right to appeal 

that the indemnified party is not entitled to be indemnified as authorized in this Article VI.

6.4 Indemnity Not Exclusive

The indemnification provided by this Article VI shall not be deemed exclusive of 

any other rights to which those seeking indemnification may be entitled under any Bylaw, 

agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an 
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official capacity and as to action in another capacity while holding such office, to the extent that 

such additional rights to indemnification are authorized in the certificate of incorporation.

6.5 Insurance

The corporation may purchase and maintain insurance on behalf of any person 

who is or was a director, officer, employee or agent of the corporation, or is or was serving at the 

request of the corporation as a director, officer, employee or agent of another corporation, 

partnership, joint venture, trust or other enterprise against any liability asserted against him or 

her and incurred by him or her in any such capacity, or arising out of his or her status as such, 

whether or not the corporation would have the power to indemnify him or her against such 

liability under the provisions of the Delaware General Corporation Law.

6.6 Conflicts

No indemnification or advance shall be made under this Article VI, except where 

such indemnification or advance is mandated by law or the order, judgment or decree of any 

court of competent jurisdiction, in any circumstance where it appears:

(a) That it would be inconsistent with a provision of the certificate of 

incorporation, these bylaws, a resolution of the stockholders or an agreement in effect at the time 

of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses 

were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; 

or

(b) That it would be inconsistent with any condition expressly imposed by a 

court in approving a settlement.

ARTICLE VII

RECORDS AND REPORTS

7.1 Maintenance And Inspection Of Records

The corporation shall, either at its principal executive offices or at such place or 

places as designated by the Board of Directors, keep a record of its stockholders listing their 

names and addresses and the number and class of shares held by each stockholder, a copy of 

these bylaws as amended to date, accounting books, and other records.

A complete list of stockholders entitled to vote at any meeting of stockholders, 

arranged in alphabetical order for each class of stock and showing the address of each such 

stockholder and the number of shares registered in each such stockholder’s name, shall be open 

to the examination of any such stockholder for a period of at least 10 days prior to the meeting in 

the manner provided by law. The stock list shall also be open to the examination of any 

stockholder during the whole time of the meeting as provided by law. This list shall 

presumptively determine the identity of the stockholders entitled to vote at the meeting and the 

number of shares held by each of them.
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If and so long as there are fewer than one hundred (100) holders of record of the 

corporation’s shares, any state law requirement of sending of an annual report to the stockholders 

of the corporation is hereby expressly waived, to the extent permitted.

7.2 Inspection By Directors

Any director shall have the right to examine the corporation’s stock ledger, a list 

of its stockholders, and its other books and records for a purpose reasonably related to his or her 

position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to 

determine whether a director is entitled to the inspection sought. The Court may summarily 

order the corporation to permit the director to inspect any and all books and records, the stock 

ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its 

discretion, prescribe any limitations or conditions with reference to the inspection, or award such 

other and further relief as the Court may deem just and proper.

ARTICLE VIII

GENERAL MATTERS

8.1 Checks

From time to time, the Board of Directors shall determine by resolution which 

person or persons may sign or endorse all checks, drafts, other orders for payment of money, 

notes or other evidences of indebtedness that are issued in the name of or payable to the 

corporation, and only the persons so authorized shall sign or endorse those instruments.

8.2 Execution Of Corporate Contracts And Instruments

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.

8.3 Stock Certificates and Notices; Uncertificated Stock; Partly Paid Shares

The shares of the corporation may be certificated or uncertificated, as provided 

under Delaware law, and shall be entered in the books of the corporation and recorded as they 

are issued. Any duly appointed officer of the corporation is authorized to sign share certificates. 

Any or all of the signatures on any certificate may be a facsimile or electronic signature. In case 

any officer, transfer agent or registrar who has signed or whose facsimile or electronic signature 

has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before 

such certificate is issued, it may be issued by the corporation with the same effect as if he or she 

were such officer, transfer agent or registrar at the date of issue.
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Within a reasonable time after the issuance or transfer of uncertificated stock and

upon the request of a stockholder, the corporation shall send to the record owner thereof a 

written notice that shall set forth the name of the corporation, that the corporation is organized 

under the laws of Delaware, the name of the stockholder, the number and class (and the 

designation of the series, if any) of the shares, and any restrictions on the transfer or registration 

of such shares of stock imposed by the corporation’s certificate of incorporation, these bylaws, 

any agreement among stockholders or any agreement between stockholders and the corporation.

The corporation may issue the whole or any part of its shares as partly paid and 

subject to call for the remainder of the consideration to be paid therefor. Upon the face or back 

of each stock certificate (if any) issued to represent any such partly paid shares, or upon the 

books and records of the corporation in the case of uncertificated partly paid shares, the total 

amount of the consideration to be paid therefor and the amount paid thereon shall be stated. 

Upon the declaration of any dividend on fully paid shares, the corporation shall declare a 

dividend upon partly paid shares of the same class, but only upon the basis of the percentage of 

the consideration actually paid thereon.

8.4 Special Designation On Certificates and Notices of Issuance

If the corporation is authorized to issue more than one class of stock or more than 

one series of any class, then the powers, the designations, the preferences, and the relative, 

participating, optional or other special rights of each class of stock or series thereof and the 

qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full 

or summarized on the face or back of the certificate that the corporation shall issue to represent 

such class or series of stock or the notice of issuance to the record owner of uncertificated stock; 

provided, however, that, except as otherwise provided in Section 202 of the Delaware General 

Corporation Law, in lieu of the foregoing requirements there may be set forth on the face or back 

of the certificate that the corporation shall issue to represent such class or series of stock or the 

notice of issuance to the record owner of uncertificated stock, or the purchase agreement for such 

stock a statement that the corporation will furnish without charge to each stockholder who so 

requests the powers, the designations, the preferences, and the relative, participating, optional or 

other special rights of each class of stock or series thereof and the qualifications, limitations or 

restrictions of such preferences and/or rights.

8.5 Lost Certificates

Except as provided in this Section 8.5, no new certificates for shares shall be 

issued to replace a previously issued certificate unless the latter is surrendered to the corporation 

and cancelled at the same time. The corporation may issue a new certificate of stock or notice of 

uncertificated stock in the place of any certificate previously issued by it, alleged to have been 

lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or 

destroyed certificate, or the owner’s legal representative, to give the corporation a bond 

sufficient to indemnify it against any claim that may be made against it on account of the alleged 

loss, theft or destruction of any such certificate or the issuance of such new certificate or 

uncertificated shares.
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8.6 Construction; Definitions

Unless the context requires otherwise, the general provisions, rules of 

construction, and definitions in the Delaware General Corporation Law shall govern the 

construction of these bylaws. Without limiting the generality of this provision, the singular 

number includes the plural, the plural number includes the singular, and the term “person”

includes both a corporation and a natural person.

8.7 Dividends

The directors of the corporation, subject to any restrictions contained in (a) the 

Delaware General Corporation Law or (b) the certificate of incorporation, may declare and pay 

dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in 

shares of the corporation’s capital stock.

The directors of the corporation may set apart out of any of the funds of the 

corporation available for dividends a reserve or reserves for any proper purpose and may abolish 

any such reserve. Such purposes shall include but not be limited to equalizing dividends, 

repairing or maintaining any property of the corporation, and meeting contingencies.

8.8 Fiscal Year

The fiscal year of the corporation shall be fixed by resolution of the Board of 

Directors and may be changed by the Board of Directors.

8.9 Transfer Of Stock

Upon receipt by the corporation or the transfer agent of the corporation of proper 

transfer instructions from the record holder of uncertificated shares or upon surrender to the 

corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or 

accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the 

duty of the corporation to issue a new certificate or, in the case of uncertificated securities and 

upon request, a notice of issuance of shares, to the person entitled thereto, cancel the old 

certificate (if any) and record the transaction in its books.

8.10 Stock Transfer Agreements

The corporation shall have power to enter into and perform any agreement with 

any number of stockholders of any one or more classes of stock of the corporation to restrict the 

transfer of shares of stock of the corporation of any one or more classes owned by such 

stockholders in any manner not prohibited by the Delaware General Corporation Law.

8.11 Stockholders Of Record

The corporation shall be entitled to recognize the exclusive right of a person 

recorded on its books as the owner of shares to receive dividends and to vote as such owner, 

shall be entitled to hold liable for calls and assessments the person recorded on its books as the 

owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in 
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such share or shares on the part of another person, whether or not it shall have express or other 

notice thereof, except as otherwise provided by the laws of Delaware.

8.12 Facsimile Or Electronic Signatures

In addition to the provisions for use of facsimile or electronic signatures 

elsewhere specifically authorized in these bylaws, facsimile or electronic signatures of any 

stockholder, director or officer of the corporation may be used whenever and as authorized by 

the Board of Directors or a committee thereof.

ARTICLE IX

AMENDMENTS

The Bylaws of the corporation may be adopted, amended or repealed by the 

stockholders entitled to vote; provided, however, that the corporation may, in its certificate of 

incorporation, confer the power to adopt, amend or repeal Bylaws upon the directors. The fact 

that such power has been so conferred upon the directors shall not divest the stockholders of the 

power, nor limit their power to adopt, amend or repeal Bylaws.
CERTIFICATE OF ADOPTION OF BYLAWS

OF

KALSHI INC.

ADOPTION BY INCORPORATOR

The undersigned person appointed in the certificate of incorporation to act as the 

Incorporator of Kalshi Inc., a Delaware corporation, hereby adopts the foregoing Bylaws as the 

Bylaws of the corporation.

Effective as of December 4, 2018.

INCORPORATOR:

TAREK MANSOUR

E-signed using Clerky (6fd79bef8aad5db0b32c854afc059404)

Tarek Mansour

CERTIFICATE BY SECRETARY OF ADOPTION BY INCORPORATOR

The undersigned hereby certifies that the undersigned is the duly elected, qualified, and 

acting Secretary of Kalshi Inc., a Delaware corporation, and that the foregoing Bylaws were 

adopted as the Bylaws of the corporation on December 4, 2018, by the person appointed in the 

certificate of incorporation to act as the Incorporator of the corporation.

Effective as of December 4, 2018.

SECRETARY:

LUANA LOPES LARA

E-signed using Clerky (ff0a767636fc6ca92bd1a84ddfcc1145)

Luana Lopes Lara