Extract to table

The A&R Bylaws shall become effective immediately upon the closing of the IPO, as more fully described in Resolution 2 below, and upon such effectiveness shall replace and supersede the Existing Bylaws of the Company in their entirety, so that from and after the effective time, the bylaws of the Company shall be the A&R Bylaws and no other

RESOLVED FURTHER, that in the event that the IPO does not close for any reason, including, without limitation, the withdrawal or abandonment of the Registration Statement, the termination of the Underwriting Agreement, or any other circumstances resulting in the IPO not being consummated, the A&R Bylaws shall not become effective, and the Existing Bylaws shall remain in full force and effect as the bylaws of the Company without modification or amendment

In addition, the A&R Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, 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 of 1933, as amended

The Board further acknowledges that this provision shall not apply to claims arising under the Securities Exchange Act of 1934, as amended, for which the federal courts have exclusive jurisdiction

Each committee shall operate under a written charter adopted by the Board, which charter shall set forth the committee's purpose, composition requirements, authority, responsibilities, and meeting and reporting procedures

The A&R Bylaws further provide for the mandatory advancement of expenses incurred by any director or officer in defending any such action, suit, or proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such director or officer to repay such amounts if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized by the A&R Bylaws or the DGCL