Contract analysis

Section 1.1 Registered Office The registered office of the Corporation in the State of Delaware shall be as set forth in the Certificate of Incorporation. The registered agent of the Corporation at such office shall be the person or entity identified in the Certificate of Incorporation or as otherwise duly designated in accordance with applicable law.

Section 1.2 Other Offices The Corporation may also have offices at such other places, both within and outside the State of Delaware, as the Board of Directors of the Corporation (the "Board of Directors" or the "Board") may from time to time determine or as the business of the Corporation may require. The principal executive office of the Corporation shall be located at such place as the Board of Directors may design

ARTICLE II MEETINGS OF STOCKHOLDERS

Section 2.1 Place of Meetings Meetings of stockholders shall be held at such place, if any, within or outside the State of Delaware, as may be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver of notice thereof. The Board of Directors may, in its sole discretion, determine that any meeting of stockholders shall not be held at any place, but instead

Section 2.2 Annual Meetings An annual meeting of stockholders shall be held on such date, at such time, and at such place, if any, as shall be designated by the Board of Directors and stated in the notice of meeting. The purpose of the annual meeting shall be to elect directors and to transact such other business as may properly be brought before the meeting in accordance with the Certificate of Incorporation, these

Section 2.3 Special Meetings Special meetings of stockholders may be called only by the Chairperson of the Board, the Chief Executive Officer, or by resolution adopted by a majority of the total number of directors then in office. Special meetings of stockholders may not be called by any stockholder or group of stockholders unless otherwise expressly provided in the Certificate of Incorporation. Business transacted a

Section 2.4 Notice of Meetings Whenever stockholders are required or permitted to take any action at a meeting, written notice of the meeting shall be given stating the place, if any, date and hour of the meeting, the means of remote communication, 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 purpo

Section 2.5 Quorum Unless otherwise required by law, the Certificate of Incorporation, or these Bylaws, the holders of a majority of the voting power of the outstanding shares of stock entitled to vote generally at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of stockholders. If, however, such quorum shall not be present or represente

Section 2.6 Voting Except as otherwise provided in the Certificate of Incorporation or required by applicable law, each stockholder shall be entitled to one (1) vote for each share of common stock held of record by such stockholder on the applicable record date. Unless otherwise provided in the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast by the shares present in person or

Section 2.7 Proxies Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy in any manner permitted by applicable law, including by an instrument in writing or by transmission permitted by Section 212 of the DGCL. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

Section 2.8 List of Stockholders The officer who has charge of the stock ledger of the Corporation 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; provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect

Section 2.9 Record Date In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor fewer than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determin

Section 2.10 Action by Written Consent of Stockholders Subject to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent

Section 2.11 Inspectors of Election Before any meeting of stockholders, the Board of Directors may appoint one or more inspectors of election to act at such meeting or any adjournment thereof. If no inspectors of election are so appointed, the chairperson of the meeting may, and on the request of any stockholder or stockholder's proxy shall, appoint one or more inspectors of election. The inspector or inspectors of e

Section 2.12 Conduct of Meetings Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or, in the Chairperson's absence, by the Chief Executive Officer, or, in the absence of the Chief Executive Officer, by such other person as the Board of Directors may designate, or, in the absence of such designation, by such person as may be selected by the holders of a majority of the voting po

Section 2.13 Advance Notice of Stockholder Business and Nominations (a) Annual Meeting Nominations and Business. At an annual meeting of stockholders, only such business shall be conducted, and only such nominations for election to the Board of Directors shall be made, as shall have been properly brought before the annual meeting. To be properly brought before an annual meeting, business must be: 1. specified in the

ARTICLE III BOARD OF DIRECTORS

Section 3.1 General Powers The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by the DGCL or the Certificate of Incorporation.

Section 3.2 Number, Election, and Term of Directors Subject to the rights of the holders of any class or series of stock then outstanding and to the Certificate of Incorporation, the total number of directors constituting the whole Board of Directors shall be fixed from time to time exclusively by resolution adopted by the Board of Directors, but shall in no event be fewer than [Insert minimum] nor more than [Insert

Section 3.3 Newly Created Directorships and Vacancies Subject to the rights of the holders of any class or series of stock then outstanding and to the Certificate of Incorporation, newly created directorships resulting from any increase in the authorized number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal, or other cause shall be filled solely b

Section 3.4 Removal of Directors Any director or the entire Board of Directors may be removed from office only in the manner provided in the Certificate of Incorporation. If the Board of Directors is classified, then, subject to the rights of the holders of any class or series of stock then outstanding, directors may be removed only for cause and only by the affirmative vote of the holders of at least [__]% of the vo

Section 3.5 Resignation Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairperson of the Board, the Chief Executive Officer, or the Secretary of the Corporation. Such resignation shall be effective upon delivery unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specif

Section 3.6 Regular Meetings Regular meetings of the Board of Directors may be held at such times and at such places, within or outside the State of Delaware, as may from time to time be determined by resolution of the Board of Directors, and, unless required by such resolution, notice thereof need not be given. Without limiting the generality of the foregoing, a regular meeting of the Board of Directors may be held,

Section 3.7 Special Meetings Special meetings of the Board of Directors may be called by the Chairperson of the Board, the Chief Executive Officer, or by a majority of the directors then in office. Notice of any special meeting of the Board of Directors shall be given to each director at least twenty-four (24) hours before the meeting if given personally, by telephone, or by electronic transmission, and at least thre

Section 3.8 Quorum and Voting Unless otherwise required by law, the Certificate of Incorporation, or these Bylaws, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise required by law, the Certificate of Incorporation, or these Bylaws, the vote of a majority of the directors present at a meeti

Section 3.9 Action by Written Consent Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or wr

Section 3.10 Meetings by Telephone or Other Communications Equipment Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone, video conference, or other communications equipment by means o

Section 3.11 Committees of the Board (a) Establishment. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, each committee to consist of one or more directors of the Corporation. The Board 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. (b) Aut

1. Audit Committee. The Audit Committee, if established, shall have such powers and duties as may be assigned by the Board of Directors or the committee charter approved by the Board. The composition of the Audit Committee shall satisfy all applicable independence and other eligibility requirements of the Nasdaq Stock Market LLC listing rules, Exchange Act Rule 10A-3, and any other applicable legal or regulatory requ

2. Compensation Committee. The Compensation Committee, if established, shall have such powers and duties as may be assigned by the Board of Directors or the committee charter approved by the Board. The composition of the Compensation Committee shall satisfy all applicable independence and other eligibility requirements of the Nasdaq Stock Market LLC listing rules and any other applicable legal or regulatory requireme

3. Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, if established, shall have such powers and duties as may be assigned by the Board of Directors or the committee charter approved by the Board. The composition of the Nominating and Corporate Governance Committee shall satisfy such independence and other eligibility requirements as may be imposed by applicable law, sto

Section 3.12 Compensation of Directors Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, directors may receive such compensation for their services as directors and such reimbursement for expenses of attendance at meetings as may be fixed or determined from time to time by the Board of Directors or a committee thereof designated for such purpose. Nothing herein contained shall be constr

Section 3.13 Chairperson of the Board The Board of Directors may elect a Chairperson of the Board from among its members. The Chairperson of the Board, if one is elected, shall preside at all meetings of the Board of Directors and all meetings of stockholders at which the Chairperson is present and shall have such other powers and duties as may from time to time be assigned by the Board of Directors. The Board of Dir

Section 4.1 Officers Generally The officers of the Corporation shall include a Chief Executive Officer, a President, a Secretary, and a Chief Financial Officer or Treasurer, each of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person, except to the extent prohibited by applicable law. The Board of Directors may also elect or appoint one or more Vice Presidents, one

Section 4.2 Election and Term of Office The officers of the Corporation shall be elected by the Board of Directors at such times as the Board deems appropriate. To the extent authorized by the Board of Directors, certain subordinate officers may be appointed by the Chief Executive Officer or by another officer designated by the Board. Each officer shall hold office until such officer's successor shall have been duly

Section 4.3 Removal Any officer of the Corporation may be removed, with or without cause, by the Board of Directors at any time. Any subordinate officer appointed by another officer pursuant to authority delegated by the Board of Directors may also be removed, with or without cause, by the Board of Directors or by the officer who appointed such subordinate officer, unless the Board otherwise provides. Removal of an o

Section 4.4 Resignation Any officer may resign at any time by giving written notice or notice by electronic transmission to the Board of Directors, the Chief Executive Officer, or the Secretary of the Corporation. Such resignation shall be effective upon delivery unless the notice specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified ther

Section 4.5 Vacancies A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by the Board of Directors. Any vacancy in a subordinate office appointed by an officer pursuant to authority delegated by the Board may be filled by such officer unless the Board otherwise provides.

Section 4.6 Chief Executive Officer The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Corporation and shall perform all duties and exercise all powers commonly incident to the office of chief executive officer of a corporation and such other duties and powers as the Board of Directors may from time t

Section 4.7 President The President shall perform such duties and have such powers as shall be assigned by the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall perform the duties and exercise the powers of the Chief Executive Officer, subject to the control of the Board of Directors and except to the extent the Board otherwise provides

Section 4.8 Vice Presidents Each Vice President shall have such powers and perform such duties as may from time to time be assigned by the Board of Directors, the Chief Executive Officer, or the President. Any Vice President may be designated by additional descriptive title, including Executive Vice President, Senior Vice President, or such other title as the Board of Directors may determine. In the absence or disabi

Section 4.9 Secretary The Secretary shall: 1. keep or cause to be kept the minutes of all meetings and proceedings of the stockholders, the Board of Directors, and committees of the Board in books or records provided for that purpose; 2. give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors and of committees thereof as required by these Bylaws or by law; 3. maintain cust

Section 4.10 Chief Financial Officer / Treasurer The Chief Financial Officer or Treasurer shall be the principal financial officer of the Corporation, unless the Board of Directors designates otherwise, and shall have custody and control of all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the

Section 4.11 Assistant Officers Each Assistant Secretary shall perform such duties as shall be assigned by the Secretary, the Chief Executive Officer, the President, or the Board of Directors. In the absence or disability of the Secretary, the Assistant Secretaries in the order designated by the Board of Directors, or if no such designation is made, as determined by the Chief Executive Officer, shall perform the duti

Section 5.1 Stock Certificates; Uncertificated Shares The shares of the Corporation may be represented by certificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation's stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered t

Section 5.2 Transfer of Shares Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the holder of record thereof, or by such holder's attorney duly authorized in writing, and, in the case of certificated shares, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by proper evidence of succession, assignment, or authority t

Section 5.3 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 notices, to vote as such owner, and to hold liable for calls and assessments, if any, a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such sh

Section 5.4 Lost, Stolen, or Destroyed Certificates The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate 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 to be lost, stolen, or destroyed. When authorizing such issue of a new certific

Section 5.5 Record Date for Dividends and Other Purposes 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 the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a rec

Section 5.6 Dividends Subject to the provisions of the DGCL and the Certificate of Incorporation, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, property, or shares of the Corporation's capital stock, subject to applicable law and the Certificate of Incorporation. Before payment of any dividend, there may

ARTICLE VI INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1 Right to Indemnification The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending, or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, administrat

Section 6.2 Advancement of Expenses The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses, including attorneys' fees, incurred by a current or former director or officer of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by the DGCL, such payment of expenses in advance of the final disposition of