Exhibit 4.2


 


AMENDED AND RESTATED BYLAWS


 


OF


 


HARVEST OIL & GAS CORP.


 


Incorporated under the Laws of the State of
Delaware


 


Adopted June 4, 2018


  


 






 



Article I



 



Offices



 


Section
1.01         Registered
Office. The registered office and registered agent of Harvest Oil & Gas Corp. (the “Corporation”)
in the State of Delaware shall be as set forth in the Corporation’s certificate of incorporation as then in effect (as the
same may be amended and/or restated from time to time, the “Amended and Restated Certificate of Incorporation”).
The Corporation may also have offices in such other places in the United States or elsewhere (and may change the Corporation’s
registered agent) as the Board of Directors of the Corporation (the “Board”) 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 shall determine and state in the notice of meeting. The Board may, in its
sole discretion, determine that 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 in accordance with Section 211(a)(2) of the General Corporation
Law of the State of Delaware (the “DGCL”). The Board may postpone, reschedule or cancel any annual meeting
of stockholders previously scheduled by the Board. At each annual meeting, the stockholders shall elect directors of the Corporation
and may transact any other business as may properly be brought before the meeting. Failure to designate a time for the annual
meeting or to hold the annual meeting at the designated time shall not work a dissolution of the Corporation.


 




     


     


    

  


Section
2.02         Special
Meetings. Special meetings of the stockholders may be called by either (i) the Board or (ii) the holders of outstanding
capital stock entitled to vote 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 of capital stock entitled to vote thereon were present and voted; and, in the event of
(ii), any such written request shall specify the time and place of such meeting and the general nature of the business proposed
to be transacted and shall be delivered to the Secretary at the principal executive offices of the Corporation, and the Secretary
shall, promptly following his or her receipt of such request, cause notice of such meeting to be given in accordance with these
Bylaws to each of the stockholders entitled to vote at such meeting. The Board may postpone, reschedule or cancel any previously
scheduled special meeting called by the Board. Special meetings called by the Board 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 or the Chairman of the Board shall determine and
state in the notice of meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated
in the notice.



 


Section
2.03         Notice
of Stockholder Business and Nominations.



 


(A)         Annual
Meetings of Stockholders.



 



(1)         Nominations of persons for election to the Board 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, (b) by or at the direction
of the Board 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 paragraph (A)(2) and paragraph (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 any 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, 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 Amended and Restated Certificate of Incorporation)
are first publicly traded, be deemed to have occurred on June 1, 2018); 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. 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 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 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 2.03 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 proxy statement as a nominee 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 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 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) 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 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. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board or any committee
thereof or (2) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder
of the Corporation who is entitled to vote at the meeting, 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 the Board, 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 public announcement is first made of the date of the special meeting and of the nominees proposed by
the Board to be elected at such meeting. 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 be elected at an annual or special meeting of stockholders of the
Corporation 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 2.03. Except
as otherwise provided by law, the Amended and Restated 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 may adopt by resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the
Board, the 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 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. 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 or the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary procedure.


 




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(2)         Whenever used in these Bylaws, “public announcement”
shall mean disclosure (a) in a press release released by the Corporation; provided 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 Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations
promulgated thereunder.



 



(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 paragraph (A)(1)(d) and paragraph (B) of this Section 2.03),
and compliance with paragraph (A)(1)(d) and paragraph (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 wd 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 Amended and Restated 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.


 




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Section
2.06         Voting.
Except as otherwise provided by or pursuant to the provisions of the Amended and Restated 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
that 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
that 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 Amended and Restated 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 outstanding shares of stock present in person or represented by proxy and entitled to vote and voting 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 Amended and Restated 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 Amended and Restated Certificate of Incorporation (including any certificate of designation relating to any
series of Preferred Stock (as defined in the Amended and Restated 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.



 


Section
2.07         Chairman
of Meetings. The Chairman of the Board or, in his or her absence or disability, the Chief Executive Officer of
the Corporation, or in the absence of the Chairman of the Board and the Chief Executive Officer, a person designated by the Board,
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 or disability of the Secretary, the Chairman of the Board or the Chief Executive Officer 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 Amended and Restated Certificate of Incorporation and in accordance with
applicable law.


 




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Section
2.10        Adjournment. At
any meeting of stockholders of the Corporation, whether annual or special, if less than a quorum is present, either (i) the chairman
of the meeting or (ii) stockholders holding a majority in voting power of the shares of stock present and in person or represented
by proxy and entitled to vote shall have the power to adjourn the meeting, without notice, other than an adjournment announcement
at the meeting, until a quorum shall be present. 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 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.



 


Section
2.11        Remote
Communication. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures
as the Board may adopt, stockholders and proxyholders 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:



 



(1)         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;



 



(2)         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



 



(3)         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 Board 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 or otherwise serve the Corporation in other capacities,
to act at the meeting or any adjournment thereof and to make a written report thereof. The Board 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. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them
if there is more than one inspector acting at such meeting. 


 






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Article III



 



Board of Directors



 


Section
3.01         Powers.
Except as otherwise provided by the Amended and Restated Certificate of Incorporation or the DGCL, the business and affairs of
the Corporation shall be managed by or under the direction of its Board. The Board 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 Amended and Restated Certificate of Incorporation
directed or required to be exercised or done by the stockholders.



 


Section
3.02         Number
and Term; Chairman. Subject to the rights of the holders of any series of Preferred Stock to elect directors
under specific circumstances, if any, and except as otherwise provided by the Amended and Restated Certificate of Incorporation,
the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the affirmative vote
of a majority of the Board. Directors shall be elected by the stockholders at their annual meeting, and the term of each director
shall be as set forth in the Amended and Restated Certificate of Incorporation. Directors need not be stockholders. The Board
shall be presided over by the Chairman of the Board who shall be chosen from among the directors by a majority of the Board; provided,
however, that no Chairman of the Board may also serve as the Chief Executive Officer of the Corporation. The Chairman of
the Board shall preside at all meetings of the Board at which he or she is present. If the Chairman of the Board is not present
at a meeting of the Board, 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) of their members 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, the Chairman of the
Board, the Chief Executive Officer or the Secretary of the Corporation. The resignation shall take effect at the time or upon
the happening of any event specified therein, and if no specification is so made, 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 Amended and Restated Certificate of Incorporation and applicable
law.


 




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Section
3.05         Vacancies
and Newly Created Directorships. Subject to applicable law and the rights granted to the holders of any one
or more series of Preferred Stock then outstanding, 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 Amended and Restated Certificate of Incorporation.



 


Section
3.06        Meetings. Regular
meetings of the Board may be held at such places and times as shall be determined from time to time by the Board. Special meetings
of the Board may be called by the Chief Executive Officer of the Corporation or the Chairman of the Board, and shall be called
by the Chief Executive Officer or the Secretary of the Corporation if directed by the Board 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. At least twenty-four (24) hours
before each special meeting of the Board, 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; provided, however,
that if written notice is given only by United States mail, such notice be deposited in the United States mail, postage prepaid
at least five (5) days before such special meeting of the Board. 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. Unless otherwise provided by the Amended and Restated Certificate of Incorporation,
a majority of the total number of directors shall constitute a quorum for the transaction of business. Unless otherwise provided
in the Amended and Restated Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited.
Except as otherwise provided by law, the Amended and Restated 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. 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. 





 




    	 	10	 



     


    

  


Section
3.08         Committees;
Committee Rules. The Board may designate one or more committees, including but
not limited to an Audit Committee and a Compensation Committee, each such committee to consist of one or more of the directors
of the Corporation appointed by majority vote of the Board. The Board 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 by majority vote of the Board. Any
such committee, to the extent provided in the resolution of the Board establishing such committee, shall have and may exercise
all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers that may require it; provided that no such committee shall have the
power or authority in reference to the following matters: (a) approving or adopting, or recommending 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) adopting, amending or repealing these Bylaws. Each committee of the Board 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 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 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 to act at the meeting in place of any such absent or disqualified member. Each
committee shall keep regular minutes of its meetings and report the same to the Board when required. The Board shall have the power
at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.



 


Section
3.09         Action
Without a Meeting. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, any
action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting
if all members of the Board or any committee thereof, 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 in the minutes of proceedings of the Board.
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 Amended and Restated Certificate of Incorporation, members of
the Board, or any committee designated by the Board, 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 shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services
to the Corporation in any capacity. The directors may be reimbursed their expenses, if any, of attendance at each meeting of the
Board and may be paid either a fixed sum for attendance at each meeting of the Board or other compensation as director. No such
payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members
of committees of the Board may be allowed like compensation and reimbursement of expenses for service on the committee.



 


Section
3.12         Reliance
on Books and Records. A member of the Board, or a member of any committee designated by the Board 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, 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.


 




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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 and who shall hold office for such terms as shall be determined by the Board and until their successors are elected and
qualify or until their earlier death, resignation, retirement, disqualification or removal. In addition, the Board may elect a
President, one or more Vice Presidents, including one or more Executive Vice Presidents, Senior Vice Presidents, a Treasurer and
one or more Assistant Treasurers and one or more Assistant Secretaries, who shall hold their office for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by the Board. Any number of offices may be held by
the same person.



 


Section
4.02         Other
Officers and Agents. The Board 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. The Board may appoint one or more officers called a Vice Chairman, each of whom does not need to be a member of
the Board.



 


Section
4.03         Chief
Executive Officer. The Chief Executive Officer, subject to the determination of the Board, shall have general
executive charge, management, and control of the properties and operations of the Corporation in the ordinary course of its business,
with all such powers with respect to such properties and operations as may be reasonably incident to such responsibilities. If
the Board has not elected a Chairman of the Board or in the absence or inability 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.



 



Section 4.04         President.
The President, if any, shall have such powers and shall perform such duties as shall be assigned to him or her by the Chief Executive
Officer or the Board.



 


Section
4.05         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 or her by
the Chief Executive Officer or the Board.



 


Section
4.06         Treasurer.



 



(A)         The Treasurer, if any, 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 Treasurer 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 or its designees selected for such purposes. The Treasurer
shall disburse the funds of the Corporation, taking proper vouchers therefor. The Treasurer shall render to the Chief Executive
Officer and the Board, upon their request, a report of the financial condition of the Corporation. If required by the Board, the
Treasurer shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety
as the Board shall prescribe.


 




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



 


Section
4.07         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. The Secretary shall have such further
powers and perform such other duties as prescribed from time to time by the Chief Executive Officer or the Board.



 


Section
4.08         Assistant
Treasurers and Assistant Secretaries. Each Assistant Treasurer and each Assistant Secretary, if any are elected,
shall be vested with all the powers and shall perform all the duties of the Treasurer and Secretary, respectively, in the absence
or disability of such officer, unless or until the Chief Executive Officer or the Board shall otherwise determine. In addition,
Assistant Treasurers and Assistant Secretaries shall have such powers and shall perform such duties as shall be assigned to them
by the Chief Executive Officer or the Board.



 


Section
4.09         Corporate
Funds and Checks. The funds of the Corporation shall be kept in such depositories as shall from time to time
be prescribed by the Board or its designees selected for such purposes. All checks or other orders for the payment of money shall
be signed by the Chief Executive Officer, the President, a Vice President, the Treasurer or the Secretary or such other person
or agent as may from time to time be authorized and with such countersignature, if any, as may be required by the Board. All funds
of the Corporation not otherwise employed shall be deposited to the credit of the Corporation under such conditions and in such
banks, trust companies or other depositories as the Board may designate or as may be designated by an officer or officers or agent
or agents of the Corporation to whom such power may, from time to time, be determined by the Board.



 


Section
4.10         Contracts
and Other Documents. The Chief Executive Officer and the Secretary, or such other officer or officers as may
from time to time be authorized by the Board or any other committee given specific authority in the premises by the Board during
the intervals between the meetings of the Board, shall have power to sign and execute on behalf of the Corporation deeds, conveyances
and contracts, and any and all other documents requiring execution by the Corporation. Such authority may be general or confined
to specific instances. 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 damages, whether monetary or otherwise, for any purpose or for
any amount except as specifically authorized in these Bylaws or by the Board or an officer or committee with the power to grant
such authority. 





 




    	 	13	 



     


    

  


Section
4.11         Ownership of Equity Interests or Other Securities of
Another Entity. Unless otherwise directed by the
Board, the Chief Executive Officer, the President, a Vice President, the Treasurer or the Secretary, or such other officer or
agent as shall be authorized by the Board, 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.



 


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



 


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



 


Section
4.14         Vacancies.
The Board shall have the power to fill vacancies occurring in any office.


 



Article V



 



Stock



 


Section
5.01         Certificated
Shares. The shares of stock of the Corporation may be certificated or uncertificated form at the discretion of
the Board. Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights
and obligations of the holders of shares represented by certificates of the same class and series shall be identical. 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, including, but not limited to, the Chairman of the Board, the
Vice Chairman of the Board, the Chief Executive Officer, the President, a Vice President, the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary of the Corporation, 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 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.



 


Section
5.02         Uncertificated
Shares. If the Board chooses to issue uncertificated shares, the Corporation, if required by the DGCL, shall,
within a reasonable time after the issue or transfer of uncertificated shares, send the stockholder a written 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 by applicable law.


 




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Section
5.03         Transfer
of Shares. Shares of stock of the Corporation represented by certificates 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 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 agents 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 to the Corporation for transfer or uncertificated shares requested to be transferred, both the transferor
and transferee request the Corporation do so. Subject to the requirements of applicable law, 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 representing shares of stock of the Corporation and uncertificated shares.



 


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 may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless
otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If
the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting
unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall
be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be 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 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 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 adopts the resolution relating
thereto.



 


(C)          Unless
otherwise restricted by the Amended and Restated Certificate of Incorporation, in order that the Corporation may determine the
stockholders entitled to express consent to corporate action in writing without a meeting, the Board may fix a record date, which
record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record
date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the
Board. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting
is fixed by the Board, (i) when no prior action of the Board is required by law, the record date for such purpose 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, and (ii) if prior action by the Board is required by law, the record date for such purpose
shall be at the close of business on the day on which the Board 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 United States mail, postage prepaid, directed to
the stockholder at such stockholder’s 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 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.


 



Article VII



 



General Provisions



 


Section
7.01         Electronic
Transmission. For purposes of these Bylaws, “electronic transmission” means any form of communication,
not directly involving the physical transmission of paper, 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
7.02         Corporate
Seal. The Board 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 or a committee thereof, duplicates of the seal may be kept and used
by the Treasurer or by an Assistant Secretary or Assistant Treasurer. 





 




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Section
7.03         Fiscal
Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day
of December of each year, unless another fiscal year is established by the Board.



 


Section
7.04         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
7.05         Inconsistent
Provisions. In the event that any provision of these Bylaws is or becomes inconsistent with any provision
of the Amended and Restated 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.



 


Section
7.06         Dividends. The
Board may from time to time declare, and the Corporation may pay, dividends (payable in cash, property or shares of the Corporation’s
capital stock) on the Corporation’s outstanding shares of capital stock, subject to applicable law and the Certificate of
Incorporation and may be paid in cash, in property or in shares of the capital stock, or in any combination thereof. Before payment
of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board
from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing
any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences
of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation,
or for any other proper purpose. The Board may modify or abolish any such reserve in the manner in which it was created.



 


Section
7.07         Reserves. The
Board may set apart out of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and
may abolish any such reserve.



 



Section 7.08         Audits of Books
and Accounts. The Corporation’s books and accounts shall be audited at such times and by such auditors as shall be
specified and designated by the Board.



 


Section
7.09         Certain
Definition.  (i) “Affiliate” means any person who directly or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control with, the person specified; (ii) “Person”
has the meaning set forth in section 101(41) of Chapter 11 of Title 11 of the United States Code; and (iii) “control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
a person, whether through the ownership of voting securities, by contract, or otherwise.


 






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Article VIII



 



Amendments



 


Section
8.01         Amendments.
The Board is expressly 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 Amended and Restated
Certificate of Incorporation. No Bylaws hereafter made or adopted, nor any alteration or amendment thereto or repeal or rescission
thereof, shall invalidate any prior act of the Board that was valid at the time it was taken. Stockholders shall also have the
power to make, repeal, alter, amend and rescind, in whole or in part, these Bylaws without any requirement to obtain separate
Board approval; provided, however, that, in addition to any vote of the holders of any class or series of capital stock of the
Corporation required by the Amended and Restated Certificate of Incorporation (including any certificate of designation relating
to any series of Preferred Stock), these Bylaws or applicable law, the affirmative vote of the holders of at least sixty six and
two thirds percent (66 2⁄3%) in voting power of all 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 8.01) or to
adopt any provision inconsistent herewith.


 








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