Extract to table

The Amended and Restated Certificate of Incorporation provides that, unless the Combined Company consents in writing to the selection of an alternative forum, (i) the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction, another state court located within the State of Delaware, or, if no state court located within the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for any internal corporate claims, including any derivative action or proceeding brought on behalf of the Combined Company, any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Combined Company to the Combined Company or its stockholders, any action asserting a claim arising pursuant to any provision of the DGCL or the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws, or any action asserting a claim governed by the internal affairs doctrine; and (ii) the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act

Any action required or permitted to be taken by the stockholders of the Combined Company must be effected at a duly called annual or special meeting of stockholders

The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request