Exhibit 4.11


 


AMENDED AND RESTATED


 


BYLAWS


 


OF


 


ATLIS MOTOR VEHICLES INC.


 


(a Delaware corporation)


 



    	 	 	 



    	 



    

 


TABLE OF CONTENTS


 


 


 


 


ARTICLE 1 Offices


 


		1.1	Registered Office



		1.2	Other Offices



 


ARTICLE 2 Meeting of Stockholders


 


		2.1	Place of Meeting



		2.2	Annual Meeting



		2.3	Special Meetings



		2.4	Notice of Meetings



		2.5	List of Stockholders



		2.6	Organization and Conduct of Business



		2.7	Quorum



		2.8	Adjournments



		2.9	Voting Rights



		2.10	Majority Vote



		2.11	Record Date for Stockholder Notice and Voting



		2.12	Proxies



		2.13	Inspectors of Election



 


ARTICLE 3 Directors


 


		3.1	Number, Election, Tenure and Qualifications



		3.2	Director Nominations



		3.3	Enlargement and Vacancies



		3.4	Resignation and Removal



		3.5	Powers



		3.6	Chairman of the Board



		3.7	Place of Meetings



		3.8	Regular Meetings



		3.9	Special Meetings



		3.10	Quorum, Action at Meeting, Adjournments



		3.11	Action Without Meeting



		3.12	Telephone Meetings



		3.13	Committees



		3.14	Fees and Compensation of Directors



 


ARTICLE 4 Officers


 


		4.1	Officers Designated



		4.2	Election



		4.3	Tenure



		4.4	The Executive Chairman of the Board



		4.5	The Chief Executive Officer



 



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TABLE OF CONTENTS (continued)


 


		4.6	The President



		4.7	The Vice President



		4.8	The Secretary



		4.9	The Assistant Secretary



		4.10	The Chief Financial Officer



		4.11	The Treasurer and Assistant Treasurers



		4.12	Bond



		4.13	Delegation of Authority



 


ARTICLE 5 Notices


 


		5.1	Delivery



		5.2	Waiver of Notice



 


ARTICLE 6 Indemnification and Insurance


 


		6.1	Indemnification of Officers and Directors



		6.2	Indemnification of Others



		6.3	Advance Payment



		6.4	Right of Indemnitee to Bring Suit



		6.5	Non-Exclusivity and Survival of Rights; Amendments



		6.6	Insurance



		6.7	Reliance



		6.8	Severability



 


ARTICLE 7 Capital Stock


 


		7.1	Certificates for Shares



		7.2	Signatures on Certificates



		7.3	Transfer of Stock



		7.4	Registered Stockholders



		7.5	Lost, Stolen or Destroyed Certificates



 


ARTICLE 8 General Provisions


 


		8.1	Dividends



		8.2	Checks



		8.3	Corporate Seal



		8.4	Execution of Corporate Contracts and Instruments



		8.5	Representation of Shares of Other Corporations



 


ARTICLE 9 Forum for Adjudication of Disputes


 


ARTICLE 10 Amendments


 



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AMENDED AND RESTATED


 


B Y L A W S


 


OF


 


ATLIS MOTOR VEHICLES INC.


 


(a Delaware corporation)


 


ARTICLE 1


 


Offices


 


1.1       Registered
Office. The registered office of Atlis Motor Vehicles Inc. (the “corporation”) shall be set forth in the certificate
of incorporation of the corporation – Harvard Business Services, 16192 Coastal Highway, Lewes, Delaware.


 


1.2      Corporate
Headquarters. The Company’s corporate headquarters and principal executive offices shall be located at 1828 N. Higley Rd. #116
Mesa, AZ 85205, or at such other location as the Board of Directors of the corporation (the “Board of Directors”)
shall designate.


 


1.3       Other
Offices. The corporation may also have offices at such other places, either within or without the State of Delaware, as the corporation
may from time to time designate, or the business of the corporation may require.


 


ARTICLE 2


 


Meeting of Stockholders


 


2.1      Place
of Meeting. Meetings of stockholders may be held virtually or at such place, either within or without the State of Delaware, as may
be designated by or in the manner provided in these bylaws, or, if not so designated, at the principal executive offices of the corporation.
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 (the
“DGCL”).


 


2.2       Annual
Meeting.


 


(a)        Annual
meetings of stockholders shall be held each year at such date and time as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. The stockholders shall also transact such other business as may properly be brought before the
meeting. Except as otherwise restricted by the certificate of incorporation of the corporation or applicable law, the Board of Directors
may postpone, reschedule or cancel any annual meeting of stockholders.


 



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(b) To
be properly brought before the annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board
of Directors, or (c) otherwise properly brought before the meeting by a stockholder of record who complies with the provisions of this
Section 2.2(b). A stockholder may propose business to be brought before a meeting only if such stockholder has given timely notice to
the Secretary of the corporation in proper written form of the stockholder’s intent to propose such business. To be timely, the
stockholder’s notice must be delivered by a nationally recognized courier service or mailed by first class United States mail,
postage or delivery charges prepaid, and received at the principal executive offices of the corporation addressed to the attention of
the Secretary of the corporation not more than ninety (90) days nor less than sixty (60) days prior to the one year anniversary of the
date of the corporation’s annual meeting of stockholders for the preceding year; provided, however, that in the event that
no annual meeting was held in the previous year or the annual meeting is convened more than thirty (30) days before or after the anniversary
date of the previous year’s annual meeting, notice by the stockholder must be received by the Secretary of the corporation not
later than the close of business on the later of (x) the ninetieth (90th) day prior to such annual meeting and (y) the tenth (10th) day
following the day on which public announcement of the date of such meeting is first made. For the purposes of these bylaws, “public
announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable
national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission. In no event shall
an adjournment or postponement of an annual meeting (or the public announcement thereof) commence a new time period (or extend any time
period) for the giving of a stockholder’s notice as described above. A stockholder’s notice to the Secretary shall set forth
as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be
brought before the annual 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 the bylaws of the corporation, the language of the proposed amendment),
and the reasons for conducting such business at the annual meeting; (ii) the name and record address of the stockholder proposing such
business and the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class, series and number of shares of the
corporation that are owned beneficially and of record by the stockholder and such beneficial owner; (iv) any material interest of the
stockholder in such business; and (v) any other information that is required to be provided by the stockholder pursuant to Section 14
of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the “1934 Act”)
in such stockholder’s capacity as a proponent of a stockholder proposal.


 


Notwithstanding
anything in these bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures
set forth in this Section.


 


The Chairman
of the Board (or such other person presiding at the meeting in accordance with these bylaws) shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section, and
if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting
shall not be transacted.


 


2.3      Special
Meetings. Special meetings of the stockholders may be called for any purpose or purposes, unless otherwise prescribed by statute
or by the certificate of incorporation, by (a) the Secretary only at the request of the Chairman of the Board, (b) the Executive Chairman
of the Board, (c) by a resolution duly adopted by the affirmative vote of a majority of the Board of Directors or (d) by the Secretary
upon the request of stockholders owning not less than twenty-five percent (25%) of the voting power of the issued and outstanding stock
of the corporation; provided that the Board of Directors approves such stockholder request for a special meeting. Such request
shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting shall be limited to the matters
relating to the purpose or purposes stated in the notice of meeting. Except as otherwise restricted by the certificate of incorporation
or applicable law, the Board of Directors may postpone, reschedule or cancel any special meeting of stockholders.


 


2.4       Notice
of Meetings. Except as otherwise provided by law, the certificate of incorporation or these bylaws, notice of each meeting of stockholders,
annual or special, stating the place, if any, date and time of the meeting, 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 meeting, and, in the case of a special meeting, the purpose
or purposes for which such special meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than
ten (10) nor more than sixty (60) days before the date of the meeting.


 


2.5       List
of Stockholders. The corporation or the transfer agent shall prepare and make, at least ten (10) days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this Section 2.5 shall require
the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting, for a period of 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 the meeting, or (b) during ordinary business hours, at the principal place of business of the corporation. Such list shall
be open for examination during the time of any such meeting in the manner, and to the extent, required by Section 219 of the DGCL.


 



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2.6     Organization
and Conduct of Business. The Chairman of the Board or, in his or her absence, the Executive Chairman of the Board of the corporation
or, in their absence, such person as the Board of Directors may have designated or, in the absence of such a person, 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 chairman of the meeting. In the absence of the Secretary of the corporation, the secretary of
the meeting shall be such person as the chairman of the meeting appoints.


 


The chairman
of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seems to him or her in order and shall have the power to adjourn a meeting of stockholders
for any reason, whether or not a quorum is present.


 


2.7       Quorum.
Except where otherwise required by law or the certificate of incorporation of the corporation or these bylaws, the holders of a majority
of the voting power of the capital stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall
constitute a quorum for the transaction of business at all meetings of the stockholders. Where a separate vote by a class or classes
or series is required, a majority of the voting power of the shares of such class or classes or series present in person or represented
by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.


 


2.8      Adjournments.
If a quorum is not present or represented at any meeting of stockholders, the holders of a majority of the voting power of the outstanding
shares of capital present in person or represented by proxy at the meeting and entitled to vote, though less than a quorum, or by any
officer entitled to preside at such meeting, shall be entitled to adjourn such meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. When a meeting is adjourned to another place, date or time, notice need
not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting
was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, if any, date, time and
means of remote communications, if any, of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any
business may be transacted that might have been transacted at the original meeting.


 


2.9       Voting
Rights. Unless otherwise provided in the DGCL, certificate of incorporation of the corporation, each stockholder shall at every meeting
of the stockholders be entitled to one vote for each share of the capital stock having voting power held by such stockholder. No holder
of shares of the corporation’s common stock shall have the right to cumulative votes.


 


2.10    Voting
Standard. When a quorum is present at any meeting, all matters other than the election of directors shall be decided by the affirmative
vote of the holders of a majority the voting power of the outstanding shares of capital stock present in person or represented by proxy,
unless the matter is one upon which by express provision of an applicable statute or of the certificate of incorporation of the corporation
or of these bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question.
All elections shall be determined by a plurality of the votes cast.


 


2.11     Record
Date for Stockholder Notice and Voting. For purposes of determining the stockholders entitled to notice of, or to vote at, any meeting
of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any right in respect of any change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10)
days before the date of any such meeting nor more than sixty (60) days before any other action to which the record date relates. A determination
of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. If the Board of Directors
does not so fix a record date, (i) 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 business day next preceding the day on which notice is given or, if notice is waived, at the
close of business on the business day next preceding the day on which the meeting is held, and (ii) the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to
such purpose.


 



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2.12      Proxies.
Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by
proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.
All proxies must be filed with the Secretary of the corporation at the beginning of each meeting in order to be counted in any vote at
the meeting. Subject to the limitation set forth in the last clause of the first sentence of this Section 2.12, a duly executed proxy
that does not state that it is irrevocable shall continue in full force and effect unless (a) revoked by the person executing it, before
the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy
executed by, or attendance at the meeting and voting in person by, the person executing the proxy, or (b) written notice of the death
or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted.


 


2.13       Inspectors
of Election. The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one
or more inspectors of election to act at the meeting and make a written report thereof. The corporation may designate one or more persons
to act as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at 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 faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability.


 


ARTICLE 3


 


Directors


 


3.1       Number,
Election, Tenure and Qualifications. The number of directors that shall constitute the entire Board of Directors shall be fixed from
time to time by resolution adopted by a majority of the directors of the corporation then in office. No decrease in the number of authorized
directors shall have the effect of removing any director before that director’s term of office expires. At each annual meeting
of the stockholders, each director so elected shall hold office until such director’s successor is duly elected and qualified or
until such director’s earlier resignation, removal, death or incapacity.


 


3.2       Director
Nominations. Subject to the rights of holders of any class or series of stock to separately elect one or more directors, nominations
of persons for election to the Board of Directors must be (a) made by or at the direction of the Board of Directors or (b) made by any
stockholder of record of the corporation entitled to vote for the election of directors at the applicable meeting who complies with the
notice procedures set forth in this Section 3.2. Directors need not be stockholders. Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be
timely, a stockholder’s notice shall be delivered by a nationally recognized courier service or mailed by first class United States
mail, postage or delivery charges prepaid, and received at the principal executive offices of the corporation addressed to the attention
of the Secretary of the corporation (i) in the case of an annual meeting of stockholders, not more than ninety (90) days nor less than
sixty (60) days prior to the one year anniversary of the date of the corporation’s annual meeting of stockholders for the preceding
year; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is convened
more than thirty (30) days before or after the anniversary date of the previous year’s annual meeting, notice by the stockholder
must be received by the Secretary of the corporation not later than the close of business on the later of (A) the ninetieth (90th) day
prior to such annual meeting and (B) the tenth (10th) day following the day on which public announcement of the date of such meeting
is first made, and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than
the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public
disclosure of the date of the special meeting was made. Such stockholder’s notice to the Secretary shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the person, (iii) the class, series and number of shares of capital
stock of the corporation that are owned beneficially by the person, (iv) any other information relating to the person that is required
to be disclosed in solicitations for proxies for election of directors pursuant to Section 14 of the 1934 Act and the rules and regulations
promulgated thereunder and (v) the nominee’s written consent to serve, if elected, and (b) as to the stockholder giving the notice,
(i) the name and record address of the stockholder, (ii) the class, series and number of shares of capital stock of the corporation that
are owned beneficially by the stockholder, and (iii) a description of all arrangements or understandings with respect to such nominations
(including the identity of the parties thereto) between or among such stockholder, and each person the stockholder proposes for election
or re-election as a director and any other person. The corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the
corporation. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures
set forth herein.


 



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In connection
with any annual meeting of the stockholders (or, if and as applicable, any special meeting of the stockholders), the Chairman of the
Board (or such other person presiding at such meeting in accordance with these bylaws) may, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he or she should so determine, he or
she shall so declare to the meeting and the defective nomination shall be disregarded.


 


3.3     Enlargement
and Vacancies. Except as otherwise provided by the certificate of incorporation, newly created directorships resulting from any increase
in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall be filled solely by a majority vote of the directors then in office, although less than a quorum,
or by a sole remaining director. If there are no directors in office, then an election of directors may be held in the manner provided
by statute. Directors chosen pursuant to any of the foregoing provisions shall hold office until the next annual election at which the
term of the class to which he or she has been elected expires and until such director’s successor is duly elected and qualified
or until such director’s earlier resignation or removal. In the event of a vacancy in the Board of Directors, the remaining directors,
except as otherwise provided by law, or by the certificate of incorporation or the bylaws of the corporation, may exercise the powers
of the full board until the vacancy is filled.


 


3.4       Resignation
and Removal. Any director may resign at any time upon written notice to the corporation at its principal place of business addressed
to the attention of the Chief Executive Officer, the Secretary, the Chairman of the Board or the Chair of the Nominating and Corporate
Governance Committee of the Board of Directors, who shall in turn notify the full Board of Directors (although failure to provide such
notification to the full Board of Directors shall not impact the effectiveness of such resignation). Such resignation shall be effective
upon receipt of such notice by one of the individuals designated above unless the notice specifies such resignation to be effective at
some other time or upon the happening of some other event. Except as otherwise provided by the certificate of incorporation, any director
or the entire Board of Directors may be removed by the holders of not less than a majority of the voting power of the capital stock issued
and outstanding then entitled to vote at an election of directors.


 


3.5     Powers.
The business of the corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation of the corporation
or by these bylaws directed or required to be exercised or done by the stockholders.


 


3.6       Chairman
of the Board. The directors shall elect a Chairman of the Board (who may be designated Executive Chairman of the Board if serving
as an employee of the corporation) and may elect a Vice Chair of the Board, each to hold such office until their successor is elected
and qualified or until their earlier resignation or removal. In the absence or disability of the Chairman of the Board, the Vice Chair
of the Board, if one has been elected, or another director designated by the Board of Directors, shall perform the duties and exercise
the powers of the Chairman of the Board. The Chairman of the Board of the corporation shall if present preside at all meetings of the
stockholders and the Board of Directors and shall have such other duties as may be vested in the Chairman of the Board by the Board of
Directors. The Vice Chair of the Board of the corporation shall have such duties as may be vested in the Vice Chair of the Board by the
Board of Directors.


 


3.7     Place
of Meetings. The Board of Directors may hold meetings, both regular and special, via virtual videoconferencing software or in person
within or without the State of Delaware.


 


3.8       Regular
Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as may be determined from
time to time by the Board of Directors; provided, however, that any director who is absent when such a determination is made shall
be given prompt notice of such determination.


 



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3.9       Special
Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Executive Chairman of the Board,
or by the written request of a majority of the directors then in office. Notice of the time and place, if any, of special meetings shall
be delivered personally or by telephone to each director, or sent by first-class mail or commercial delivery service, facsimile transmission,
or by electronic mail or other electronic means, charges prepaid, sent to such director’s business or home address as they appear
upon the records of the corporation. In case such notice is mailed, it shall be deposited in the United States mail at least three (3)
days prior to the time of holding of the meeting. In case such notice is delivered personally or by telephone or by commercial delivery
service, facsimile transmission, or electronic mail or other electronic means, it shall be so delivered at least twenty-four (24) hours
prior to the time of the holding of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify
the purposes of the meeting.


 


3.10     Quorum,
Action at Meeting, Adjournments. At all meetings of the Board of Directors, a majority of directors then in office, 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 law, as it presently exists or may hereafter
be amended, or by the bylaws of the corporation. If a quorum shall not be present at any meeting of the Board of Directors, a majority
of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.


 


3.11       Action
Without Meeting. Unless otherwise restricted by the certificate of incorporation of the corporation 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 of Directors 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 of Directors or
committee.


 


3.12      Telephone
or Videoconference Meetings. Unless otherwise restricted by the certificate of incorporation of the corporation or these bylaws,
any member of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or of any committee,
as the case may be, by means of conference telephone, videoconference software, or by any form of 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.


 


3.13     Committees.
The Board of Directors may, by resolution, designate one or more committees, each committee to consist of one or more of the directors
of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, 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 the member or members present 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, shall have and may exercise all of the
lawfully delegated 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. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular
minutes of its meetings and make such reports to the Board of Directors as the Board of Directors may request or the charter of such
committee may then require. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of
its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible
in the same manner as is provided in these bylaws for the conduct of its business by the Board of Directors.


 


3.14      Fees
and Compensation of Directors. The Board of Directors shall have the authority to fix the compensation of directors.


 



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ARTICLE 4


 


Officers


 


4.1    Officers
Designated. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer and
Executive Chairman of the Board, a President, a Secretary, and a Chief Financial Officer. The Board of Directors may also choose a Treasurer,
one or more Vice Presidents, and one or more assistant Secretaries or assistant Treasurers. Any number of offices may be held by the
same person, unless the certificate of incorporation of the corporation or these bylaws otherwise provide.


 


4.2     Election.
The Board of Directors shall choose a Chief Executive Officer and Executive Chairman of the Board, a President, a Secretary and a Chief
Financial Officer. Other officers may be appointed by the Board of Directors or may be appointed by the Executive Chairman of the Board
pursuant to a delegation of authority from the Board of Directors.


 


4.3    Tenure.
Each officer of the corporation shall hold office until such officer’s successor is appointed and qualified, unless a different
term is specified in the vote choosing or appointing such officer, or until such officer’s earlier death, resignation, removal
or incapacity. Any officer appointed by the Board of Directors or by the Executive Chairman of the Board may be removed with or without
cause at any time by the affirmative vote of a majority of the Board of Directors or a committee duly authorized to do so. Any vacancy
occurring in any office of the corporation may be filled by the Board of Directors, at its discretion. Any officer may resign by delivering
such officer’s written resignation to the corporation at its principal place of business to the attention of the Chief Executive
Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time
or upon the happening of some other event.


 


4.4       The
Chief Executive Officer and Executive Chairman of the Board. The Chief Executive Officer and Executive Chairman of the Board shall
have general charge and supervision of the business of the corporation subject to the direction of the Board. The Executive Chairman
of the Board shall also have supervisory powers over the other officers, and shall have all other powers commonly incident to such position
or which are or from time to time may be delegated to him or her by the Board of Directors, or which are or may at any time be authorized
or required by law. He or she shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation,
except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall
be expressly delegated by the Board of Directors to some other officer or agent of the corporation.


 


4.5       The
President. The President shall, in the event there is no Chief Executive Officer or in the absence of the Chief Executive Officer
or in the event of his or her disability, perform the duties of the Chief Executive Officer, and when so acting, shall have the powers
of and be subject to all the restrictions upon the Chief Executive Officer. The President shall perform such other duties and have such
other powers as may from time to time be prescribed for such person by the Board of Directors, the Executive Chairman of the Board, the
Chief Executive Officer or these bylaws.


 


4.6       The
Vice President. The Vice President, if any (or in the event there be more than one, the Vice Presidents in the order designated by
the directors, or in the absence of any designation, in the order of their election), shall, in the absence of the President or in the
event of his or her disability or refusal to act, perform the duties of the President, and when so acting, shall have the powers of and
be subject to all the restrictions upon the President. The Vice President(s) shall perform such other duties and have such other powers
as may from time to time be prescribed for them by the Board of Directors, the Chief Executive Officer, the President or these bylaws.


 


4.7      The
Secretary. The Secretary shall attend all meetings of the Board of Directors and the stockholders and record all votes and the proceedings
of the meetings in a book to be kept for that purpose and shall perform like duties for the standing committees, when required. The Secretary
shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board or the Chief Executive
Officer, under whose supervision he or she shall act. The Secretary shall sign such instruments on behalf of the corporation as the Secretary
may be authorized to sign by the Board of Directors or by law and shall countersign, attest and affix the corporate seal to all certificates
and instruments where such countersigning or such sealing and attesting are necessary to their true and proper execution.


 



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4.8       The
Assistant Secretary. The Assistant Secretary, or if there be more than one, any Assistant Secretaries in the order designated by
the Board of Directors (or in the absence of any designation, in the order of their election) shall assist the Secretary in the performance
of his or her duties and, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties
and exercise the powers of the Secretary and shall perform such other duties and have such other powers as may from time to time be prescribed
by the Board of Directors.


 


4.9      The
Chief Financial Officer. The Chief Financial Officer shall be the principal financial officer in charge of the general accounting
books, accounting and cost records and forms. The Chief Financial Officer may also serve as the principal accounting officer and shall
perform such other duties and have other powers as may from time to time be prescribed by the Board of Directors or the Chief Executive
Officer.


 


4.10      The
Treasurer and Assistant Treasurers. The Treasurer (if one is appointed) shall have such duties as may be specified by the Chief Financial
Officer to assist the Chief Financial Officer in the performance of his or her duties and to perform such other duties and have other
powers as may from time to time be prescribed by the Board of Directors or the Chief Executive Officer. It shall be the duty of any Assistant
Treasurers to assist the Treasurer in the performance of his or her duties and to perform such other duties and have other powers as
may from time to time be prescribed by the Board of Directors or the Chief Executive Officer.


 


4.11       Bond.
If required by the Board of Directors, any officer shall give the corporation a bond in such sum and with such surety or sureties and
upon such terms and conditions as shall be satisfactory to the Board of Directors, including without limitation a bond for the faithful
performance of the duties of such officer’s office and for the restoration to the corporation of all books, papers, vouchers, money
and other property of whatever kind in such officer’s possession or under such officer’s control and belonging to the corporation.


 


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


 


ARTICLE 5


 


Notices and Corporate Records


 


5.1      Delivery.
Whenever, under the provisions of law, or of the certificate of incorporation of the corporation or these bylaws, written notice is required
to be given to any director or stockholder, such notice may be given by mail, addressed to such director or stockholder, at such person’s
address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at
the time when the same shall be deposited in the United States mail or delivered to a nationally recognized courier service. Unless written
notice by mail is required by law, written notice may also be given by commercial delivery service, facsimile transmission, electronic
means or similar means addressed to such director or stockholder at such person’s address as it appears on the records of the corporation,
in which case such notice shall be deemed to be given when delivered into the control of the persons charged with effecting such transmission,
the transmission charge to be paid by the corporation or the person sending such notice and not by the addressee. Oral notice or other
in-hand delivery, in person or by telephone, shall be deemed given at the time it is actually given.


 


5.2       Waiver
of Notice. Whenever any notice is required to be given under the provisions of law or of the certificate of incorporation of the
corporation or of these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by
the person entitled to notice, 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 stockholders, directors or members
of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required
by the certificate of incorporation or these bylaws.


 



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5.3       Corporate
Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose
thereof, have the right during the usual hours of business to inspect for any proper purpose the corporation’s stock ledger, a
list of its stockholders, and its minute of Stockholder meetings for the past two years. A proper purpose shall mean a purpose reasonably
related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who
seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes
the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its
registered office or at its principal place of business.


 


ARTICLE 6


 


Indemnification and Insurance


 


6.1     Indemnification
of Officers and Directors. Each person who was or is made a party or is threatened to be made a party to or is involved (including,
without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or
she is the legal representative is or was a director or officer of the corporation (or any predecessor), or while a director or officer
of the corporation, is or was serving at the request of the corporation (or any predecessor) as a director, officer, employee or agent
of another corporation or of a partnership, limited liability company, joint venture, trust, employee benefit plan sponsored or maintained
by the corporation, or other enterprise (or any predecessors of such entities) (hereinafter an “Indemnitee”),
shall be indemnified and held harmless by the corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter
be amended, including, but not limited to, Section 102(b)(7) of the DGCL (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide
prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’
fees and related disbursements, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974,
as amended from time to time, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by
such Indemnitee in connection therewith; provided, however, that except with respect to a proceeding to enforce any indemnification
or advancement rights hereunder, the corporation shall indemnify such Indemnitee only if such proceeding (or part thereof) was authorized
by the Board of Directors. Each person who is or was serving as a director, officer, employee or agent of a subsidiary of the corporation
shall be deemed to be serving, or have served, at the request of the corporation. The right to indemnification conferred in this Section
6.1 shall be a contract right.


 


Any indemnification
(but not advancement of expenses) under this Article 6 (unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law
permitted the corporation to provide prior to such amendment). Such determination shall be made with respect to a person who is a director
or officer at the time of such determination (a) by a majority vote of the directors who are not or were not parties to the proceeding
in respect of which indemnification is being sought by Indemnitee (the “Disinterested Directors”), even though
less than a quorum, (b) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even
though less than a quorum, (c) if there are no such Disinterested Directors, or if the Disinterested Directors so direct, by independent
legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (d) by the stockholders.


 


6.2     Indemnification
of Others. This Article 6 does not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify
and to advance expenses to persons other than those persons identified in Section 6.1 when and as authorized by the Board or by the action
of a committee of the Board or designated officers of the corporation established by or designated in resolutions approved by the Board;
provided, however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding
shall be made only upon receipt by the corporation of a written undertaking by such person to repay all amounts so advanced if it shall
ultimately be determined that such person is not entitled to be indemnified under this Article 6 or otherwise.


 



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6.3       Advance
Payment. (a) The right to indemnification under this Article 6 shall include the right to be paid by the corporation the expenses
incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the corporation within thirty
(30) days after the receipt by the corporation of a statement or statements from the claimant requesting such advance or advances from
time to time; provided, however, that if the DGCL requires, the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while
a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding,
shall be made only upon delivery to the corporation of an undertaking by or on behalf of such director or officer to repay all amounts
so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 6.1 or
otherwise.


 


(b) Notwithstanding the foregoing,
unless such right is acquired other than pursuant to this Article 6, no advance shall be made by the corporation to an officer of the
corporation (except by reason of the fact that such officer is or was a director of the corporation, in which event this paragraph shall
not apply) in any proceeding if a determination is reasonably and promptly made (a) by the Board of Directors by a majority vote of the
Disinterested Directors, even though less than a quorum, or (b) by a committee of Disinterested Directors designated by majority vote
of the Disinterested Directors, even though less than a quorum, or (c) if there are no Disinterested Directors or the Disinterested Directors
so direct, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant,
that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such
person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation
or such person had reasonable cause to believe his or her conduct was unlawful.


 


6.4       Right
of Indemnitee to Bring Suit. If a claim for indemnification (following final disposition of such proceeding) or advancement of expenses
under this Article 6 is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation,
except in the case of a claim for an advancement of expenses, in which case the applicable period shall be thirty (30) days, the Indemnitee
may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in
part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking,
the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit to the fullest extent permitted by
law. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the
corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee
is not entitled to be indemnified, or to such advancement of expenses, under this Article or otherwise shall be on the corporation.


 


6.5     Non-Exclusivity
and Survival of Rights; Amendments. The right to indemnification and the payment of expenses incurred in defending a proceeding in
advance of its final disposition conferred in this Article 6 shall not be deemed exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the certificate of incorporation of the corporation, bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee
or agent of the corporation and shall inure to the benefit of the heirs, executors and administrators of such a person. Any repeal or
modification of the provisions of this Article 6 shall not in any way diminish or adversely affect the rights of any director, officer,
employee or agent of the corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.


 


6.6       Insurance.
The corporation may purchase and maintain insurance on its own behalf and 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, employee benefit plan or other enterprise against any expense, liability or
loss asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such,
whether or not the corporation would have the power to indemnify such person against such expenses, liability or loss under the DGCL.


 


6.7     Reliance.
Persons who after the date of the adoption of this provision become or remain directors or officers of the corporation shall be conclusively
presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article 6 in entering into
or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Article 6 shall apply to claims
made against an Indemnitee arising out of acts or omissions that occurred or occur both prior and subsequent to the adoption hereof.


 



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6.8       Severability.
If any word, clause, provision or provisions of this Article 6 shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Article 6 (including, without limitation, each portion
of any section or paragraph of this Article 6 containing any such provision held to be invalid, illegal or unenforceable, that is not
itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent
possible, the provisions of this Article 6 (including, without limitation, each such portion of any section or paragraph of this Article
6 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.


 


ARTICLE 7


 


Capital Stock


 


7.1       Certificates
for Shares. The shares of the corporation shall be (i) represented by certificates or (ii) uncertificated and evidenced by a book-entry
system maintained by or through the corporation’s transfer agent or registrar. Certificates shall be signed by, or in the name
of the corporation by, the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and by the Chief Financial
Officer, the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation. Certificates may be
issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares,
the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.


 


Within
a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send or cause to be sent to the registered
owner thereof a written notice containing the information required by the DGCL or a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.


 


7.2       Signatures
on Certificates. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate shall have 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 were such officer, transfer
agent or registrar at the date of issue.


 


7.3     Transfer
of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate of shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to transfer, and proper evidence of compliance of other conditions
to rightful transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books. Upon receipt of proper transfer instructions and proper evidence of compliance
of other conditions to rightful transfer from the registered owner of uncertificated shares, such uncertificated shares shall be canceled
and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction
shall be recorded upon the books of the corporation.


 


7.4       Registered
Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and 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, except as otherwise
provided by the laws of Delaware.


 


7.5       Lost,
Stolen or Destroyed Certificates. The corporation may direct that a new certificate or certificates be issued to replace any certificate
or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed and on such terms and conditions as the
corporation may require. When authorizing the issue of a new certificate or certificates, the corporation may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of the lost, stolen or destroyed certificate or certificates, or
his or her legal representative, to indemnify the corporation in such manner as it may require, and/or to give the corporation a bond
or other adequate security in such sum as it may direct as indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.


 



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ARTICLE 8


 


General Provisions


 


8.1     Dividends.
Dividends upon the capital stock of the corporation, subject to any restrictions contained in the DGCL or the provisions of the certificate
of incorporation of the corporation, if any, may be declared by the Board of Directors at any regular or special meeting or by unanimous
written consent. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the certificate
of incorporation of the corporation.


 


8.2       Checks.
All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons
as the Board of Directors may from time to time designate.


 


8.3       Corporate
Seal. The Board of Directors may, by resolution, adopt a corporate seal. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the word “Delaware.” The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced. The seal may be altered from time to time by the Board of Directors.


 


8.4     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.


 


8.5       Representation
of Shares of Other Corporations. The Chief Executive Officer, the President or any Vice President, the Chief Financial Officer or
the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant Secretary of the corporation is authorized to vote, represent
and exercise on behalf of the corporation all rights incident to any and all shares of any corporation or corporations or similar ownership
interests of other business entities standing in the name of the corporation. The authority herein granted to said officers to vote or
represent on behalf of the corporation any and all shares or similar ownership interests held by the corporation in any other corporation
or corporations or other business entities may be exercised either by such officers in person or by any other person authorized so to
do by proxy or power of attorney duly executed by said officers.


 


ARTICLE 9


 


Forum for Adjudication of
Disputes


 


9.1       Exclusive
Forum; Delaware Chancery Court. To the fullest extent permitted by law, and unless the corporation consents in writing to the selection
of an alternative forum, the Court of Chancery of the State of Delaware (or, if that court lacks subject matter jurisdiction, another
federal or state court situated in the State of Delaware), shall be the sole and exclusive forum for (a) any derivative action or proceeding
brought in the name or right of the corporation or on its behalf, (b) any action asserting a claim based upon a breach of a duty owed
by any current or former director, officer, employee, agent or stockholder of the corporation to the corporation or the corporation’s
stockholders, (c) any action arising or asserting a claim arising pursuant to any provision of the DGCL or any provision of the certificate
of incorporation or these bylaws or (d) any action asserting a claim governed by the internal affairs doctrine, including, without limitation,
any action to interpret, apply, enforce or determine the validity of the certificate of incorporation or these bylaws. Any person or
entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of
and consented to the provisions of this Section 9.1.


 



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9.2       Exclusive
Forum; Federal District Courts. Unless the corporation consents in writing to the selection of an alternative forum, the federal
district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under
the Securities Act of 1933 and the Securities Exchange Act of 1934. Any person or entity purchasing or otherwise acquiring any interest
in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Section 9.2.


 


ARTICLE 10


 


Amendments


 


Subject
to the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the corporation,
without any action on the part of the stockholders, by the vote of at least a majority of the directors of the corporation then in office.
In addition to any vote of the holders of any class or series of stock of the corporation required by the DGCL or the certificate of
incorporation of the corporation, the bylaws may also be adopted, amended or repealed by the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of the shares of the capital stock of the corporation entitled to vote
thereon.


 


 


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