Contract analysis

Section 1.1 — Registered Office. The registered office of the Corporation in the State of Delaware shall be at the office of National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904, and the registered agent of the Corporation at such address shall be National Registered Agents of Delaware, Inc. The Board may, by resolution adopted at any regular or special meeting of the Bo

Section 1.2 — Principal Executive Office. The principal executive office of the Corporation shall be located at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142, or at such other place as the Board may from time to time determine by resolution duly adopted at a regular or special meeting of the Board. The designation of the principal executive office may be changed by the Board without amendment to thes

Section 1.3 — Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board may from time to time determine or as the business and affairs of the Corporation may require. The establishment of any such office shall not require an amendment to these Bylaws.

ARTICLE II — MEETINGS OF STOCKHOLDERS

Section 2.1 — Place of Meetings. Meetings of stockholders of the Corporation may be held at such place, if any, either within or without the State of Delaware, as shall be determined from time to time by the Board, the Chairman of the Board, or the Chief Executive Officer and as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. The Board may, in its sole discretion, determin

Section 2.2 — Annual Meeting. An annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held at such date, time, and place (if any) or by means of remote communication as may be designated by the Board from time to time. The Board shall have the authority to determine the date, time, and place (if any) of the a

Section 2.3 — Special Meetings. Special meetings of stockholders of the Corporation may be called at any time only by (a) the Board pursuant to a resolution adopted by a majority of the total number of directors then in office, (b) the Chairman of the Board, or (c) the Chief Executive Officer. The ability to call a special meeting of stockholders is vested exclusively in the foregoing persons, and stockholders of the

Section 2.4 — Notice of Meetings. Written notice of each meeting of stockholders, whether annual or special, shall be given to each stockholder of record entitled to vote at the meeting. The notice shall state the place (if any), date, and time of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, the record da

Section 2.5 — Quorum. Except as otherwise provided by the DGCL, the Certificate of Incorporation, or these Bylaws, the holders of a majority of the voting power of all of the shares of stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of stockholders for the transaction of business. Where a separate

Section 2.6 — Voting. Unless otherwise provided in the Certificate of Incorporation or required by the DGCL, each holder of shares of common stock of the Corporation, par value $0.001 per share, shall be entitled to one (1) vote per share on all matters submitted to a vote of stockholders. In the election of directors, directors shall be elected by a plurality of the votes cast by the holders of shares present in per

Section 2.7 — Proxies. Each stockholder entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting (to the extent permitted), may authorize another person or persons to act for such stockholder by proxy. Such proxy must be in writing and signed by the stockholder or must be authorized by the stockholder by electronic transmission, as permitted unde

Section 2.8 — Conduct of Meetings. The chairman of each meeting of stockholders shall be the Chairman of the Board, or in the absence of the Chairman of the Board, the Chief Executive Officer, or in the absence of both the Chairman of the Board and the Chief Executive Officer, a person designated by the Board. The Secretary of the Corporation shall act as secretary of each meeting of stockholders. In the absence of t

Section 2.9 — No Stockholder Action by Written Consent. No 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, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied. This provision is consistent with the Certificate of I

Section 2.10 — Record Date. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, or entitled to vote at any meeting of stockholders, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for th

Section 2.11 — Stockholder List. 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, that 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 d

Section 2.12 — Advance Notice of Stockholder Nominations and Business.

Section 2.12(a) — Annual Meeting Nominations and Business. 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: (i) pursuant to the Corporation's notice of meeting (or any supplement thereto) delivered pursuant to Section 2.4 of these Bylaws; (ii) by or at the direction of the Board or any author

Section 2.12(b) — Timing Requirements. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 2.12(a) of these Bylaws, the stockholder must have given timely notice thereof in proper written form to the Corporate Secretary of the Corporation at the principal executive office of the Corporation. To be timely, a stockholder's notice shall b

Section 2.12(c) — Required Content of Stockholder's Notice for Business Proposals. To be in proper written form, a stockholder's notice to the Corporate Secretary with respect to any business (other than nominations) must 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 prop

Section 2.12(d) — Required Content of Stockholder's Notice for Nominations. To be in proper written form, a stockholder's notice to the Corporate Secretary with respect to any nomination must set forth: (i) as to each person whom the stockholder proposes to nominate for election as a director: (A) the name, age, business address, and residence address of such person; (B) the principal occupation or employment of such

Section 2.12(e) — Update and Supplement Obligation. A stockholder providing notice of any nomination or business proposal pursuant to this Section 2.12 shall update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct (a) as of the record date for determining the stockholders entitled to notice of the meeting and (b) as of the d

Section 2.12(f) — Special Meetings. Only such business as shall have been brought before the meeting pursuant to the Corporation's notice of meeting pursuant to Section 2.4 of these Bylaws shall be conducted at a special meeting of stockholders. 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

Section 2.12(g) — Compliance and Enforcement. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual or special meeting of stockholders except business brought before the meeting in compliance with the procedures set forth in this Section 2.12, and no person shall be eligible for election as a director of the Corporation unless nominated in compliance with the procedures

Section 2.13(a) — Eligibility. Subject to the terms and conditions set forth in this Section 2.13, whenever the Board solicits proxies with respect to the election of directors at an annual meeting of stockholders, the Corporation shall include in its proxy statement for such annual meeting, in addition to any persons nominated for election by or at the direction of the Board (or any committee thereof), the name, tog

Section 2.13(b) — Number of Stockholder Nominees. The maximum number of Stockholder Nominees (including Stockholder Nominees that were submitted by an Eligible Stockholder pursuant to this Section 2.13 but subsequently either withdrawn or nominated by the Board as Board nominees) appearing in the Corporation's proxy materials with respect to an annual meeting of stockholders shall not exceed the greater of (x) two (2

Section 2.13(c) — Nomination Procedures and Timing. An Eligible Stockholder who wishes to nominate a Stockholder Nominee for inclusion in the Corporation's proxy statement for an annual meeting of stockholders must deliver a written notice (the "Proxy Access Notice") to the Corporate Secretary at the principal executive office of the Corporation not later than one hundred twenty (120) days and not earlier than one hu

Section 2.13(d) — Required Information. The Proxy Access Notice shall include or be accompanied by: (i) a written statement by each Stockholder Nominee consenting to being named in the Corporation's proxy statement as a nominee and to serving as a director of the Corporation if elected; (ii) one or more written statements from the record holder(s) of the shares and from each intermediary through which the shares are

Section 2.13(e) — Exclusion and Disqualification. The Corporation may omit a Stockholder Nominee from its proxy materials, and such nomination shall be disregarded and no vote on such Stockholder Nominee will occur, notwithstanding that proxies in respect of such vote may have been received by the Corporation, if: (i) the Stockholder Nominee does not meet the independence requirements of the rules and listing standar

Section 2.13(f) — Compensation and Reimbursement. The Corporation shall not be obligated to reimburse any Eligible Stockholder or Stockholder Nominee for any costs or expenses incurred in connection with the nomination of a Stockholder Nominee, the solicitation of proxies with respect to such nomination, or any related activity. Neither the Eligible Stockholder nor the Stockholder Nominee shall have any right to comp

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. The Board shall exercise all powers conferred upon the Corporation by the DGCL, the Certificate of Incorporation, and these Bylaws, except as expressly reserved to the stockholders by the DGCL, the Certificate of Incorporation, or these Bylaws. In exercising such powers, the Board shall a

Section 3.2 — Number of Directors. The number of directors constituting the whole Board shall be fixed from time to time exclusively by resolution adopted by a majority of the whole Board; provided, however, that in no event shall the number of directors be less than the minimum required by the DGCL. The initial number of directors constituting the whole Board upon the effectiveness of these Bylaws shall be seven (7)

1. Dr. Nathaniel Rourke (Chairman)

7. Dr. Samuel Obadina No decrease in the authorized number of directors constituting the whole Board shall shorten the term of any incumbent director.

Section 3.3 — Classified Board Structure. The directors of the Corporation (other than those who may be elected by the holders of any class or series of preferred stock as provided for or fixed pursuant to the provisions of the Certificate of Incorporation) shall be divided into three (3) classes, designated Class I, Class II, and Class III, as nearly equal in number as the then total number of directors permits. The

Section 3.4 — Election of Directors. Directors shall be elected at each annual meeting of stockholders at which such election is required by a plurality of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. There shall be no cumulative voting in the election of directors.

Section 3.5 — Vacancies and Newly Created Directorships. Subject to the rights of the holders of any class or series of preferred stock, vacancies on the Board resulting from death, resignation, removal, disqualification, or any other cause, and newly created directorships resulting from any increase in the authorized number of directors, shall be filled solely by the affirmative vote of a majority of the remaining d

Section 3.6 — Removal. Subject to the rights of the holders of any class or series of preferred stock, directors may be removed only for cause and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of the then-outstanding shares of stock of the Corporation entitled to vote in the election of directors, voting together as a single class. This removal sta

Section 3.7 — Resignation. Any director may resign at any time by delivering a written notice of resignation, or a notice of resignation by electronic transmission, to the Chairman of the Board, the Chief Executive Officer, or the Corporate Secretary. Such resignation shall be effective upon delivery of the notice, unless the notice specifies a later effective date or an effective date determined upon the happening o

Section 3.8 — Regular Meetings. Regular meetings of the Board may be held at such times, dates, and places (within or without the State of Delaware) as the Board may from time to time determine by resolution. Notice of regular meetings need not be given if the schedule, time, date, and place (if any) of such regular meetings have been fixed by resolution of the Board. A meeting of the Board may be held without notice

Section 3.9 — Special Meetings. Special meetings of the Board may be called at any time by the Chairman of the Board, the Chief Executive Officer, or any two (2) directors, by delivery of notice to each director. Notice of a special meeting shall state the date, time, and place (if any) of the meeting and shall be given to each director (a) at least twenty-four (24) hours before the time of the meeting if delivered p

Section 3.10 — Quorum and Voting. At all meetings of the Board, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board, a majority of the directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.11 — Action Without a Meeting. 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 committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken without a meeting, the consent or consents relating thereto shall be filed with the minutes of the p

Section 3.12 — Telephonic and Electronic Meetings. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or such committee by means of conference telephone, videoconference, or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 3.12 shall constitute presen

Section 3.13 — Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board or any committee thereof and may be paid a fixed sum for attendance at each meeting of the Board or any committee thereof and/or a

Section 3.14 — Chairman of the Board. The Chairman of the Board shall be elected by and from among the members of the Board. The Chairman of the Board shall preside at all meetings of the Board and at all meetings of stockholders. The Chairman of the Board shall perform such other duties and exercise such other powers as the Board may from time to time prescribe. The Chairman of the Board need not be an officer or em

ARTICLE IV — COMMITTEES OF THE BOARD

Section 4.1 — Designation of Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees of the Board, each committee to consist of one or more of the directors of the Corporation. The Board may