Contract analysis

Section 1.1 — Registered Office The registered office of the Corporation in the State of Delaware shall be at 1200 Market Street, Suite 3100, Wilmington, Delaware 19801. The registered agent of the Corporation at such address shall be the registered agent designated in the Certificate of Incorporation of the Corporation or in any amendment thereto or restatement thereof then in effect. The registered office and/or th

Section 1.2 — Other Offices The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require. The principal executive office of the Corporation, if any, may be located at such place as the Board of Directors shall designate, and the Corporation may maintain additional o

Section 2.1 — Place of Meetings Meetings of stockholders shall be held at such place, if any, either within or without the State of Delaware, as shall be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. In lieu of holding a meeting at a physical place, the Board of Directors may, in its sole discretion, determine that any meeting of stockhold

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 fixed by resolution of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. Failure to hold an annual meeting at the designated time shall not work a forfeiture or dissolution of

Section 2.3 — Special Meetings Special meetings of stockholders may be called at any time by the Board of Directors, by the Chairman of the Board, if one has been elected, or by the holders of not less than a majority of the outstanding shares of stock of the Corporation entitled to vote generally in the election of directors or on the matter or matters proposed to be acted upon at such meeting. Any request by stockh

Section 2.4 — Notice of Meetings Written notice of each meeting of stockholders shall be given in accordance with Section 222 of the DGCL. Such notice shall state the place, if any, date, and hour 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, and, in the case of a special meeting, the purpose or purpose

Section 2.5 — Waiver of Notice Whenever notice is required to be given to any stockholder under the DGCL, the Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed by the stockholder entitled to such notice, or a waiver by electronic transmission by such person, whether given before or after the meeting or action to which the notice relates, shall be deemed equivalent to notice. Attendance o

Section 2.6 — Quorum Except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws, the holders of a majority of the outstanding shares of stock entitled to vote at a meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business at such meeting. If, however, a quorum shall not be present or represented at any meeting of sto

Section 2.7 — Voting Except as otherwise provided in the Certificate of Incorporation or by applicable law, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder and entitled to vote on each matter submitted to a vote of stockholders. If a vote of stockholders is required for approval of a merger or other business combination transaction, including any merger governed

Section 2.8 — 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 the DGCL. A proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting at which such proxy is to be voted. Unless otherwise provided in the proxy, no proxy shall be valid after the expiration of

Section 2.9 — Action by Written Consent Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if one or more consents in writing or by electronic transmission, setting forth the action so taken, shall be signed or otherwise delivered by the ho

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, to vote at any meeting of stockholders, to express consent to corporate action in writing without a meeting, to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversi

Section 2.11 — 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, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be o

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 — Powers and Number 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. Subject to any limitations contained in the Certificate of Incorporation, the number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by

Section 3.2 — Election and Term Directors shall be elected at each annual meeting of stockholders, except as otherwise provided by law or these Bylaws, or may be elected by written consent of the stockholders if permitted by the DGCL and the Certificate of Incorporation. Each director shall hold office until such director's successor has been duly elected and qualified or until such director's earlier resignation, re

Section 3.3 — Vacancies and Newly Created Directorships Unless otherwise required by law or the Certificate of Incorporation, vacancies occurring on the Board of Directors for any reason, including by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majori

Section 3.4 — Resignation Any director may resign at any time upon notice given in writing or by electronic transmission to the Chairman of the Board, if any, to the Corporation, or to the Board of Directors. Such resignation shall be effective upon receipt unless the notice of resignation specifies a later effective time or an effective time determined upon the happening of an event or events. Unless otherwise speci

Section 3.5 — Removal Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, in accordance with Section 141(k) of the DGCL and subject to any applicable provisions of the Certificate of Incorporation. Such removal shall be effective upon the adoption of the requisite stockholder action unless a

Section 3.6 — Regular Meetings Regular meetings of the Board of Directors may be held at such times and places, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors. Notice of regular meetings need not be given if the date, time, and place of such meetings have been fixed by resolution of the Board of Directors. A regular meeting of the Board of Directors may be

Section 3.7 — Special Meetings Special meetings of the Board of Directors may be called by the Chairman of the Board, any director, or the sole stockholder of the Corporation. The person or persons authorized to call special meetings of the Board of Directors may fix the place, if any, and time of the meeting. Notice of any special meeting of the Board of Directors shall be given to each director at least twenty-four

Section 3.8 — Quorum and Voting 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 provided by law or these Bylaws. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by th

Section 3.9 — Action by Written Consent 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 of such 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 m

Section 3.10 — Telephonic/Electronic Meetings Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or 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 at the same time. Participation in a meeting pu

Section 3.11 — Committees The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate one or more committees, each such committee to consist of one or more directors of the Corporation. To the extent provided in the resolution or resolutions of the Board of Directors establishing any such committee, such committee shall have and may exercise the powers and authority of

Section 3.12 — Compensation of Directors Directors may receive such compensation for their services as directors, whether in the form of fixed fees, retainers, meeting fees, equity awards, or otherwise, and such reimbursement for expenses of attendance at meetings or otherwise, as may be determined from time to time by resolution of the Board of Directors. Nothing contained in this Section shall be construed to precl

Section 4.1 — Officers Generally The officers of the Corporation shall be a President, a Secretary, and a Treasurer. The Board of Directors may also elect or appoint a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers or agents as the Board of Directors shall deem necessary or advisable for the conduct of the business of th

Section 4.2 — Election and Term The officers of the Corporation shall be elected or appointed by the Board of Directors at its first meeting following the formation of the Corporation, or at such other time or times thereafter as the Board of Directors may determine. Each officer shall hold office until such officer's successor shall have been duly elected or appointed and shall have qualified, or until such officer'

Section 4.3 — Removal Any officer of the Corporation may be removed, with or without cause, at any time by the Board of Directors. Any such removal shall be without prejudice to the contractual rights, if any, of the person so removed. The election or appointment of an officer shall not of itself create contractual rights.

Section 4.4 — Resignation Any officer may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, if any, the President, or the Secretary. Any such resignation shall be effective upon receipt unless the notice specifies a later effective date or a later effective time determined upon the happening of an event or events. Unless otherwise specified therein, acceptance of such r

Section 4.5 — Vacancies A vacancy in any office arising from any cause, including death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term and until a successor is duly elected or appointed and qualified.

Section 4.6 — Chairman of the Board The Chairman of the Board, if one is elected, shall preside at all meetings of the Board of Directors and, unless otherwise determined by the Board of Directors, at all meetings of the stockholders. The Chairman of the Board shall have such other powers and perform such other duties as may from time to time be assigned by the Board of Directors. The Chairman of the Board may, but n

Section 4.7 — President The President shall be the chief executive officer of the Corporation unless the Board of Directors designates another officer to serve as chief executive officer. Subject to the control of the Board of Directors, the President shall have general supervision, direction, and control of the business and affairs of the Corporation and shall see that all orders and resolutions of the Board of Dire

Section 4.8 — Vice Presidents Each Vice President shall have such powers and perform such duties as may be assigned by the President or by the Board of Directors. In the absence or disability of the President, the Vice President designated by the Board of Directors, or in the absence of such designation, the Vice Presidents in order of seniority or as otherwise determined by the Board of Directors, shall perform the

Section 4.9 — Secretary The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record, or cause to be recorded, all proceedings thereof in the minute books of the Corporation to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors, shall have charge of the corporate s

Section 4.10 — Treasurer The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit, or cause to be deposited, all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treas

Section 4.11 — Assistant Secretaries and Assistant Treasurers Assistant Secretaries and Assistant Treasurers, if any, shall have such powers and perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Board of Directors. In the absence or disability of the Secretary or the Treasurer, as applicable, the Assistant Secretaries or Assistant Treasurers, in the order desi

Section 5.1 — Stock Certificates; Uncertificated Shares The shares of capital stock of the Corporation may be certificated or uncertificated, as determined by the Board of Directors and as permitted by Section 158 of the DGCL. If shares are represented by certificates, such certificates shall be in such form as the Board of Directors may approve and shall be signed by, or in the name of the Corporation by, the Chairm

Section 5.2 — Transfers of Stock Transfers of stock of the Corporation shall be made only on the books of the Corporation or by the transfer agent therefor, if one has been appointed, by the holder of record thereof, in person or by duly authorized attorney, and, if such shares are certificated, upon surrender for cancellation of the certificate or certificates representing such shares, properly endorsed or accompani

Section 5.3 — Record Holders The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, 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 expressly provided by law. Witho

Section 5.4 — Lost, Stolen, or Destroyed Certificates The Board of Directors may direct that a new certificate or uncertificated shares be issued in place of any certificate previously 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 certi

Section 5.5 — Transfer Agent and Registrar The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the shares of capital stock of the Corporation and may require all certificates, if any, representing shares of stock to bear the signature of any such transfer agent or registrar. If and when the Corporation's stock becomes publicly registered or the Board of Directors

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 the same now exists or may hereafter 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 permitted prior thereto), any person who was or is made or is threatened to be made

Section 6.2 — Advancement of Expenses Expenses, including attorneys' fees, incurred by a director or officer of the Corporation in defending any civil, criminal, administrative, or investigative action, suit, proceeding, or investigation for which such person may be entitled to indemnification under this Article VI shall be paid by the Corporation in advance of the final disposition of such action, suit, proceeding,

Section 6.3 — Indemnification of Employees and Agents The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and advancement of expenses to any employee or agent of the Corporation, or any person serving at the request of the Corporation in any capacity for another enterprise, to the same extent and subject to the same conditions, or to such other ex

Section 6.4 — Non-Exclusivity of Rights The rights to indemnification and advancement of expenses conferred by this Article VI shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, the Certificate of Incorporation, these Bylaws, any agreement, any vote of stockholders, any resolution of disinterested directors, or otherwise. The Corporation is specifically authori

Section 6.5 — Insurance The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation in any such capacity for another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, against any liabil

Section 6.6 — Survival of Rights The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI 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, administrators, legal representatives, and estate of such person. Termination of any proceeding by judgment, o

Section 6.7 — Limitation on Indemnification Notwithstanding any other provision of this Article VI, no indemnification or advancement of expenses shall be provided to any person with respect to any proceeding, or part thereof, initiated by such person, including any affirmative claim or cross-claim, other than a proceeding brought by such person to enforce rights to indemnification or advancement of expenses under th

ARTICLE VII — GENERAL PROVISIONS

Section 7.1 — Dividends Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation and the DGCL, may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the Corporation's capital stock, subject to applicable law and any restrictions contained in the Certificate of Incorporation or a

Section 7.2 — Reserves The Board of Directors may set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves for any proper purpose, including working capital, contingencies, debt service, acquisitions, transaction expenses, indemnification obligations, or equalization of dividen

Section 7.3 — Checks, Drafts, and Notes All checks, drafts, bills of exchange, or other orders for the payment of money, and all notes, bonds, debentures, or other evidences of indebtedness issued in the name of the Corporation, shall be signed, endorsed, or otherwise executed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of

Section 7.4 — Fiscal Year The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. Until otherwise determined by the Board of Directors, the fiscal year of the Corporation shall be the calendar year ending on December 31.

Section 7.5 — Seal The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the word "Delaware." The form of the seal shall be subject to approval by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed, or otherwise reproduced on any instrument requiring or permitting use of the corporate seal.