Document

EX-3.1 2 dxcm9302024exhibit31.htm EX-3.1 Document

展览3.1

修订及重订章程

挖掘作业的回顾

DEXCOm公司。

(一间特拉华州公司)

根据2024年10月22日修订


		页面
第一条股东		4
1.1章节。	年度股东大会	4
1.2 节。	会议地点; 远程会议	4
第1.3节。	会议通知。应于会议召开之日不少于十（10）天，不多于六十（60）天之前，由总裁、秘书或召集会议的官员或人士，本著犹他州修正商业公司法或公司组织章程所授的权利，个别地或通过邮寄方式，向每位记名有权投票出席该会议的股东，或任何其他有权根据犹他州修正商业公司法或公司组织章程接收会议通知的股东发出书面或印刷的通知。通知应在以下两者中的早者被视为有效：（1）投递到美国邮寄，寄往股东在股票转仓簿上所显示的地址。	4
1.4节。	Adjournments	4
1.5节。	法定人数	4
1.6节。	组织	5
1.7节。	投票	5
第1.8节。	代理人	5
第1.9节。	确定股东资格登记日期的确定日期	5
第1.10节。	有投票权的股东名册	5
第1.11节。	选举主任审核员	5
第1.12节。	股东业务通知；提名	5
第1.13节。	包含在公司代理材料中的股东提名	8
第II章董事会		14
第2.1节。	数量；资格	14
第2.2节。	选举；辞职；罢免；空缺	14
2.3节。	定期会议	14
第2.4节。	会议地点; 远程会议	14
第2.5节。	允许远程会议	14
第2.6节。	法定人数；行动所需的投票	14
第2.7节。	组织	14
第2.8节。	董事书面行动	15
第2.9节。	权力	15
第2.10节。	董事薪酬	15
第三篇委员会		15
第3.1节。	委员会	15
第3.2节。	委员会规则	15
第四篇主管		15
第4.1节。	通常	15
第4.2节。	首席执行官	15
第4.3节。	董事会主席。	16
第4.4节。	首席独立董事	16
第4.5节。	总统	16
第4.6节。	副总裁。	16
第4.7节。	致富金融(临时代码)	16
第4.8节。	财务主管	16
第4.9节。	秘书	16
第4.10节。	权限的委派	16
第4.11节。	罢免	16
第五条股票		17
第5.1节。	证书	17
第5.2节。	遗失、被盗或毁损股票证书；颁发新证书	17
第5.3节。	其他规定	17
第六条赔偿		17
第6.1节。	董事与总经理之赔偿	17
第6.2节。	费用预支	17
第6.3节。	权利的非独占性	18
第6.4节。	赔偿合同	18
第6.5节。	修正条款的影响	18
第七条通知		18
第7.1节。	通知	18
第7.2节。	豁免通知	18
第八条有利益董事		19
第8.1节。	有利益董事; 法定人数	19
第九条杂项		19
第9.1节。	财政年度	19


第9.2节。	海豹	19
第9.3节。	记录形式	19
第9.4节。	依赖于书籍和记录	19
第9.5节。	公司章程管辖	19
第9.6节。	可分割性	19
第十条修正		19
第10.1节。	修订事项	19
第十一条专属论坛		20
第11.1节。	特拉华论坛	20
第11.2节。	专属联邦论坛	20

修订及重订章程

挖掘作业的回顾

DEXCOm公司。

(一间特拉华州公司)

第一篇

股东

1.1章节。年度会议。股东年会应于每年董事会确定的日期和时间选举董事。会议可以在特定地点举行，无论位于特拉华州内还是外，或由董事会全权判断采取远距通讯方式进行。任何在会议上妥善提出的业务均可在年度会议上办理。

1.2 节。特别会议。董事会可以随时召集股东特别会议，必须在董事会主席、首席执行官、总裁、首席独立董事或董事会大部分成员的要求下召开。特别会议不得由其他人召集。会议可以在特订地点举行，包括但不限于特拉华州内或外，或由董事会据其权余判断而采用远程通讯方式进行。

第一节 1.3.会议通知。所有股东会议的通知须以法律规定的方式以书面或电子方式发出（包括但不限于以下所规定的）第 7.1 (b) 节本章程)，说明会议的日期、时间和地点（包括经修订的特拉华州通用公司法规定的远端通讯手段（」DGCL」），如有，股东和代理持有人可被视为亲身出席并投票），以及如有特别大会，召开会议的目的或目的。除非适用法律或本公司的注册证明另有规定外，否则该通知须在会议日期前不少于十 (10) 天或超过六十 (60) 天向每位在该等会议上有权投票的记录股东发出。

1.4节。中止；延期；取消。任何股东会议的主席有权将该会议延期至另一时间、日期和地点（如有）。如果不是因为遥距沟通的技术失败而延期或继续会议，则无需通知任何已延期的会议，只要在采取延期之时在会议上宣布该会议的时间、日期和地点（以及遥距沟通的方式适用范围）或者在虚拟会议使用的电子网路上计划会议时间期间显示，或者在会议通知中设定；提供, 但是若延期超过三十（30）天，或者在延期后为延期会议设立新记录日期，则应向有权在会议上投票的每位记录股东发出延期会议通知。在延期会议上，公司可以处理原会议可处理的任何业务。董事会可以在任何已寄发会议通知给股东之前或之后的任何时间推迟或取消任何先前安排的特别或年度股东大会，并且公司应当公开宣布此类推迟或取消，包括会议的新日期、时间和地点。第一节 1.3.

1.5节。出席会议的董事主导多数，为达业务交易的法定人数。若在董事会会议上出席董事少于法定人数，出席人数占多数的人可随时将会议延期，直至达到法定人数，此时不需要再另行发布任何通知，除非是在已经延期的会议上发表的公告。在每次股东会议上，持有已发行和流通股份大多数，有投票权参加会议的股东（无论亲自出席或代理人代表）将构成业务交易的法定人数，除非适用法律另有规定。当就某事项需要按某类别或类别或系列进行独立表决时，该类别或类别或系列的已发行和流通股份大多数，有投票权参加会议的股东（无论亲自出席或代理人代表）将构成有权对该事项进行表决的法定人数。如果法定人数未能参加任何会议，则会议主席可以休会。公司股份属于公司（或属于另一家公司，如果该其他公司的董事选举中的大多数股份是由公司直接或间接拥有）的股份既不享有投票权，也不计入法定人数；提供, 但是上述规定并不限制公司或任何其他公司以受托人身份投票任何由其持有的公司股份，并将这些股份计入决定法定人数的目的。

1.6节。组织。股东会议应由董事会主席或董事会主席指定的人主持，或在无该人员时，由首席执行官或首席执行官指定的人主持，或在无该人员时，由出席会议的占表决权多数股份的股东所选的人主持，该人应主持会议，根据第1.12节此，应判断会议的业务顺序和程序，包括对投票方式和讨论方式的规定，以保持秩序。公司秘书（“秘书”）应担任会议秘书，但如果该人员不在场，则会议主席可以任命任何人担任会议秘书。

第 1.7 节投票。除非适用法律、公司注册证书或本章程另有规定，否则除董事选举以外的所有事项均应由亲自出席会议或由代理人代表出席会议并投赞成或反对票的大多数已发行和流通股票的持有人投赞成票决定；提供的即，如果某一事项需要一个或多个类别或系列进行单独表决，则该事项应由亲自出席会议或由代理人代表出席会议并投赞成或反对票的该类别或系列中有权就该事项进行表决的已发行和流通股票的大多数持有人投赞成票决定。除非适用法律或公司注册证书另有规定，并受以下条款的约束第 1.9 节在这些章程中，每位股东都有权对该股东持有的每股股票进行一（1）次投票。就本章程而言，弃权票或股东未给予任何权力或自由裁量权的股票，包括经纪人的不投票，均不算作赞成或反对任何事项的投票，但为了确定法定人数，将考虑弃权和经纪人的不投票第 1.5 节.

第1.8节。委托投票。每个股东有权在股东大会上授权另一人或多人代表其行事，但除非代理指定了较长的期限，否则在其日期后的三（3）年不得表决或执行任何该代理。此类代理可以以适用法律允许的任何方式制定、传递和送达。除非代理声明为不可撤销且适用法律使其不可撤销，否则每个代理均可由执行该代理的股东酌情撤销。股东可以通过出席会议并亲自投票或向秘书递交代表全权的吊销表或日期较晚的新代理以自会议议程规定的时间前交付此类代理来撤销任何非不可撤销的代理。

第1.9节。确定股东记录日期。为了使公司能够确定股东有权收到或参加股东大会或任何股东大会的延期会议的通知，或有权接收任何股息或其他分配或权利分配，或有权行使有关任何股票变更、转换或交换的权利，或为任何其他合法行动的目的，董事会可以预先确定记录日期，该日期不得早于董事会通过决议确定记录日期的日期，也不得早于该会议日期之前60（60）天，也不得少于10（10）天，也不得超过60（60）天。如果董事会没有确定记录日期，则记录日期应按适用法律规定。对于有权收到或参加股东大会通知的股东记录的判断应适用于该会议的任何延期；在每种情况下，该B类股东和/或该B类股东的家庭成员需独立控制在此类帐户、计划或信托中持有的B类普通股实时；, 公司对于以下情况，不应承担责任：根据第10（b）部分书面信息可靠地提供。董事会可以为延期的会议确定一个新的记录日期。

第1.10节。有权投票的股东名单。股东名单完整，按字母顺序排列，显示每位股东的地址和每位股东名下注册的股份数量，应对任何与会议相关的目的开放给任何股东查阅，至少在会议日期前的十(10)天截止，可通过合法允许的电子网络(前提是提供会议通知中所需的访问名单信息)或在公司的主要营业地点的正常工作时间内查阅。

Section 1.11.Inspectors of Elections. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. The Corporation may designate one or more persons to act as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector of election, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

Section 1.12.Notice of Stockholder Business; Nominations.

(a)Annual Meeting of Stockholders.

(i)Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders shall be made at an annual meeting of stockholders (A) pursuant to the Corporation’s notice of such meeting, (B) by or at the direction of the Board of Directors or (C) by any stockholder of the Corporation who was a stockholder of record at the time of giving of the Solicitation Notice, as that term is defined below, provided for in this Section 1.12, who is entitled to vote at such meeting and who complies with the procedures set forth in this Section 1.12.

(ii)根据以下规定，股东应将提名或业务提案妥善提交年会第 1.12 (a) (i) (C) 节，此类业务必须是股东采取行动的适当事项，股东或代表其提出任何此类提名或提案的受益所有人必须向公司首席法务官提供一份通知，说明（此类通知），招标通知”）：（A）关于股东提议提名当选或连任董事的每位人员（1）根据经修订的1934年《证券交易法》第14A条，在邀请代理人选举董事时要求披露或以其他方式要求披露的与该人有关的所有信息（”《交易法》”），包括该人书面同意在适用会议的任何委托书中被提名为被提名人，如果当选则担任董事；(2) 填写并签署了公司董事要求的问卷（问卷应由公司应股东的要求提供）；(3) 声明该人如果当选是否打算在该人当选或连任后立即投标不可撤销的问卷如果该人未能获得连任所需的选票, 则该辞职即生效根据公司董事会公司治理原则，在下次会议上选举该人将面临连任的连任以及董事会接受此类辞职；以及 (4) 一份陈述，表明该人如果当选，将遵守并遵守适用的法律和所有适用的公司治理、行为准则和商业道德、利益冲突、公司机会、保密和股票所有权以及交易政策与准则公司；(B)) 至于股东提议向会议提交的任何其他业务，简要说明希望在会议上开展此类业务的原因，以及该股东和代表其提出提案的受益所有人（如果有）在该业务中的任何重大利益；(C) 关于发出招标通知的股东和受益所有人（如果有）所代表的提名或提案的受益所有人（如果有）是（1）该股东的姓名和地址，如上所示公司账簿和该受益所有人的账簿，(2) 该股东和该受益所有人实益拥有并记录在案的公司股份的类别和数量，以及该股东将在记录的公司实益拥有和记录在案的股份类别和数量的会议之日起五 (5) 个工作日内以书面形式通知公司首席法务官的陈述和协议截至该记录日的股东和该受益所有人，(3) a描述该股东与该股东与该受益所有人、其各自的任何关联公司或关联公司以及与上述任何内容一致行动的任何其他人之间或彼此之间的提名或提案（无论是否为书面形式），包括但不限于根据《交易法》附表13D第5项或第6项要求披露的任何协议、安排或谅解（无论是否需要附表13D），以及该股东将作出的陈述和协议在会议记录日期后的五 (5) 个工作日内以书面形式将截至会议记录日期签订或生效的任何此类协议、安排或谅解通知公司首席法务官，(4) 描述任何协议、安排或谅解（无论是否为书面形式）（包括但不限于任何衍生或空头头寸、利息、期权、认股权证、股票增值或类似权利），对冲交易，以及已借入或借出的股票）自该股东或该受益所有人签订或代表该股东发出招标通知之日起生效，其效果或意图是减轻损失、降低（所有权或其他方面）的经济风险、管理股价变动的风险或收益，或增加或减少该股东或该受益所有人对公司股票的投票权，以及该股东将在以下时间通知公司首席法务官的陈述和协议在会议记录日期后的五 (5) 个工作日内书写截至会议记录日期已签订或生效的任何此类协议、安排或谅解，(5) 描述该股东或该受益所有人与任何其他人之间或彼此之间与收购、持有、投票或处置任何股份有关的任何其他协议、安排或谅解（无论是否为书面形式），包括该股的数量受此类协议、安排或谅解的约束，以及陈述并同意该股东将在会议记录日期后的五 (5) 个工作日内以书面形式将本条款 (C) (5) 所述类型的协议、安排或谅解通知公司首席法务官；(6) 陈述该股东是有权在该会议上投票的公司股票记录持有人并打算亲自或委托人出席提出此类提名的会议或提案，以及 (7) 一份陈述，说明该股东或该受益所有人将向持有人提交委托书和委托书，其持有人至少达到适用法律要求的公司有表决权股份的百分比，或者，如果是提名或

提名，向公司的股份持有人发送代理声明和委托形式，代表至少持有公司资本股总投票权67%的股份的股份持有人，有资格投票选举董事的投票权。根据本条款(C)(7)所需的信息第1.12(a)(ii)节应由该股东或实益所有者进行补充，并交付给公司首席法务官，交付至公司主要执行办公室，距会议或任何休会或延期至少五(5)个营业日，同时提供合理的文件证据(由公司首席法务官诚信决定)，证明该股东和/或该实际受益所有者遵守了该条款(C)(7)的代表。第1.12(a)(ii)节此外，在提案的情况下，该股东或实益所有者必须向至少持有公司法律规定所需的投票股份比例的股东交付代理声明和委托形式；或在提名的情况下，必须向公司资本股份持有人交付代理声明和委托形式，代表至少持有公司资本股总投票权67%的股份的股份持有人有权对董事选举进行投票。如果根据本第1.12节提交《征求通知书》的股东不再打算按照其《征求通知书》中包含的声明进行代理征求，该股东应在此类变更发生后不迟于两(2)个营业日将该变更通知书以书面形式交付给公司首席法务官，在公司主要执行办公室交付，同时人尽管可能已经收到关于该提名或提案的代理，但该提名或提案将被忽略。

(iii)To be timely, a Solicitation Notice must be delivered to the Chief Legal Officer of the Corporation at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred and twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, a Solicitation Notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation.

(iv)Notwithstanding anything in Section 1.12(a)(iii) to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least ninety (90) days prior to the first anniversary of the preceding year’s annual meeting (or, if the annual meeting is held more than thirty (30) days before or sixty (60) days after such anniversary date, at least ninety (90) days prior to such annual meeting), a Solicitation Notice required by this Section 1.12 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Chief Legal Officer of the Corporation at the principal executive office of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(b)股东特别会议。只有根据公司关于该会议的通知在股东特别会议上提出的业务才能在特别股东会议上进行。董事会选举的人员可以在股东特别会议上提名，在特别股东会议上，董事将根据公司的会议通知选出 (i) 由董事会或按董事会的指示，或 (ii) 前提是董事会已决定，董事应由在发出通知时在册股东的任何公司股东在该会议上选出特别会议，特别会议有权在会议上表决并遵守程序在这篇文章中列出第 1.12 节对于年会；前提是，如果公司召集股东特别会议以选举一名或多名董事进入董事会，则如果招标通知要求，则任何此类股东均可提名一名或多人（视情况而定）竞选公司会议通知中规定的职位第 1.12 (a) (ii) 节应不迟于特别会议前一百二十（120）天在公司主要执行办公室送交公司首席法务官，不得迟于该特别会议前第九十（90）天或首次公开宣布特别会议日期和董事会提议的提名人选的第二十（10）天营业结束之日晚些时候董事会将在该会议上选出。

(c)General.

(i)Only such persons who are nominated in accordance with the procedures set forth in this Section 1.12 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.12. Except as otherwise provided by law or these Bylaws, the chairperson of the meeting shall have the power and duty to determine whether a nomination or any proposal for business to be brought before the meeting was made in accordance with the procedures set forth in this Section 1.12 and, if any nomination or proposal is not in compliance herewith, to declare that no vote shall be taken with respect to such defective nomination or proposal, in each case notwithstanding that proxies with respect to such nomination or proposal may have been received by the Corporation; provided, however, in the event the Corporation receives proxies for disqualified or withdrawn nominees for the Board of Directors, any votes for such disqualified or withdrawn nominees in the proxies will be treated as abstentions.

(ii)为了本第1.12节术语“第2.9节。除了法律或公司章程中规定股东必须开会的活动外，在任何年度股东大会或特别股东大会上需要进行的任何活动或任何可能在此类股东大会上开展的活动，均可在不召开会议、不提前通知且不需要表决的情况下进行，前提是一项写有执行活动的行动的同意书应由拥有不少于股票最少需要的最低票数的股票的股东签名，并通过递交给该公司。递交给公司的交付点应为德拉华州的注册办公室，其主要营业场所或记录股东会议程序记录的在职或代理人员。递交给公司注册办公室的送达方式应为交手、认证或注册邮件，并要求回执。“资讯”指道琼斯新闻社、美联社或类似国家级新闻服务报告的新闻发布或公司公开向证券交易委员会提交的文件中披露的信息（“SEC”）根据《交换法》第13条、第14条或第15(d)条的规定。

(iii)尽管本协议的前述规定第1.12节，股东还必须遵守交易所法案以及相关规定，就本协议中涉及的事项进行遵从。本协议中的任何内容第1.12节不得影响股东根据交易所法案第14a-8条规定要求在公司的代理声明中包括提案的任何权利。

(iv)股东提供董事提名通知书或者如果有的话，代表其提名的受益所有人所提名的被提名人数，不得超过将在年度股东大会上选举的董事人数。

(v)在任何股东利用自己的代理卡直接或间接地与其他股东拉票时，该代理卡必须使用非白色，白色应由董事会独家使用。

第1.13节。股东提名已纳入公司的代理材料中

(a)Inclusion of Nominees in Proxy Statement. Subject to the provisions of this Section 1.13, if expressly requested in the relevant Nomination Notice (as defined below), the Corporation shall include in its proxy statement for any annual meeting of stockholders:

(i)the names of any person or persons nominated for election (each, a “Nominee”), which shall also be included on the Corporation’s form of proxy and ballot, by any Eligible Holder (as defined below) or group of up to twenty (20) Eligible Holders that has (individually and collectively, in the case of a group) satisfied, as determined by the Board of Directors, all applicable conditions and complied with all applicable procedures set forth in this Section 1.13 (such Eligible Holder or group of Eligible Holders being a “Nominating Stockholder”);

(ii)disclosure about each Nominee and the Nominating Stockholder required under the rules of the SEC or other applicable law to be included in the proxy statement;

(iii)any statement included by the Nominating Stockholder in the Nomination Notice for inclusion in the proxy statement in support of each Nominee’s election to the Board (subject, without limitation, to Section 1.13(e)(ii)), if such statement does not exceed 500 words and fully complies with Section 14 of the Exchange Act and the rules and regulations thereunder, including Rule 14a-9 (the “Supporting Statement”); and

(iv)any other information that the Corporation or the Board of Directors determines, in their discretion, to include in the proxy statement relating to the nomination of each Nominee, including, without limitation, any statement in opposition to the nomination, any of the information provided pursuant to this Section 1.13 and any solicitation materials or related information with respect to a Nominee.

(v)For purposes of this Section 1.13, any determination to be made by the Board of Directors may be made by the Board of Directors, a committee of the Board of Directors or any officer of the Corporation designated by the Board of Directors or a committee of the Board of Directors, and any such determination shall be final and binding on the Corporation, any Eligible Holder, any Nominating Stockholder, any Nominee and any other person, so long as such determination is made in good faith (without any further requirements). The chairperson of any annual meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether a Nominee has been nominated in accordance with the requirements of this Section 1.13 and, if not so nominated, shall direct and declare at the meeting that such Nominee shall not be considered.

(b)Maximum Number of Nominees.

(i)The Corporation shall not be required to include in the proxy statement for an annual meeting of stockholders more Nominees than that number of directors constituting the greater of (A) two (2) or (B) twenty percent (20%) of the total number of directors of the Corporation on the last day on which a Nomination Notice may be submitted pursuant to this Section 1.13 (rounded down to the nearest whole number) (the “Maximum Number”). The Maximum Number for a particular annual meeting shall be reduced by: (1) Nominees who the Board itself decides to nominate for election at such annual meeting; (2) Nominees who have been accepted for nomination and subsequently cease to satisfy, or Nominees of Nominating Stockholders that have been accepted for nomination and subsequently cease to satisfy, the eligibility requirements in this Section 1.13, as determined by the Board; (3) Nominees whose nomination is withdrawn by the Nominating Stockholder or who become unwilling to serve on the Board; and (4) the number of incumbent directors who had been Nominees with respect to any of the preceding two (2) annual meetings of stockholders and whose reelection at the upcoming annual meeting is being recommended by the Board. In addition to any reductions in the Maximum Number for a particular annual meeting pursuant to the preceding sentence, the Maximum Number shall be reduced (but not below one (1)) by the number of director candidates for whom the Chief Legal Officer of the Corporation shall have received a notice pursuant to Section 1.12 of these Bylaws that a stockholder intends to nominate a candidate for director at such annual meeting (whether or not such notice is subsequently withdrawn or made the subject of a settlement with the Corporation). In the event that one or more vacancies for any reason occurs on the Board after the deadline for submitting a Nomination Notice as set forth in Section 1.13(d) below but before the date of the annual meeting, and the Board resolves to reduce the size of the board in connection therewith, the Maximum Number shall be calculated based on the number of directors in office as so reduced.

(ii)If the number of Nominees pursuant to this Section 1.13 for any annual meeting of stockholders exceeds the Maximum Number then, promptly upon notice from the Corporation, each Nominating Stockholder will select one Nominee for inclusion in the proxy statement until the Maximum Number is reached, going in order of the amount (largest to smallest) of the ownership position as disclosed in each Nominating Stockholder’s Nomination Notice, with the process repeated if the Maximum Number is not reached after each Nominating Stockholder has selected one Nominee. If, after the deadline for submitting a Nomination Notice as set forth in Section 1.13(d), a Nominating Stockholder or a Nominee ceases to satisfy the eligibility requirements in this Section 1.13, as determined by the Board, a Nominating Stockholder withdraws its nomination or a Nominee becomes unwilling to serve on the Board, whether before or after the mailing or other distribution of the definitive proxy statement, then the nomination shall be disregarded, and the Corporation: (1) shall not be required to include in its proxy statement or on any ballot or form of proxy the disregarded Nominee or any successor or replacement nominee proposed by the Nominating Stockholder or by any other Nominating Stockholder and (2) may otherwise communicate to its stockholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy, that a Nominee will not be included as a nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting.

(c)Eligibility of Nominating Stockholder.

(i)An “Eligible Holder” is a person who has either (1) been a record holder of the shares of common stock used to satisfy the eligibility requirements in this Section 1.13(c) continuously for the three (3) year period specified in Subsection (ii) below or (2) provides to the Chief Legal Officer of the Corporation, within the time period referred to in Section 1.13(d), evidence of continuous ownership of such shares for such three (3) year period from one or more securities intermediaries in a form that the Board determines would be deemed acceptable for purposes of a shareholder proposal under Rule 14a-8(b)(2) under the Exchange Act (or any successor rule).

(ii)An Eligible Holder or group of up to twenty (20) Eligible Holders may submit a nomination in accordance with this Section 1.13 only if the person or group (in the aggregate) has continuously owned at least the Minimum Number (as defined below) of shares of the Corporation’s common stock throughout the three (3) year period preceding and including the date of submission of the Nomination Notice, and continues to own at least the Minimum Number through the date of the annual meeting. Two or more funds that are (A) under common management and investment control, (B) under common management and funded primarily by a single employer, or (C) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one Eligible Holder if such Eligible Holder shall provide together with the Nomination Notice documentation reasonably satisfactory to the Corporation that demonstrates that the funds meet the criteria set forth in (A), (B) or (C) hereof. For the avoidance of doubt, in the event of a nomination by a group of Eligible Holders, any and all requirements and obligations for an individual Eligible Holder that are set forth in this Section 1.13, including the minimum holding period, shall apply to each member of such group; provided, however, that the Minimum Number shall apply to the ownership of the group in the aggregate. Should any stockholder cease to satisfy the eligibility requirements in this Section 1.13, as determined by the Board, or withdraw from a group of Eligible Holders at any time prior to the annual meeting of stockholders, the group of Eligible Stockholders shall only be deemed to own the shares held by the remaining members of the group.

(iii)The “Minimum Number” of shares of the Corporation’s common stock means three percent (3%) of the number of outstanding shares of common stock as of the most recent date for which such amount is given in any quarterly or annual filing, securities registration or other filing by the Corporation with the SEC prior to the submission of the Nomination Notice.

(iv)For purposes of this Section 1.13, an Eligible Holder “owns” only those outstanding shares of the Corporation as to which the Eligible Holder possesses both:

(A)the full voting and investment rights pertaining to the shares; and

(B)the full economic interest in (including the opportunity for profit and risk of loss on) such shares;

(v)provided that the number of shares calculated in accordance with Sections 1.13(c)(iv)(A) and 1.13(c)(iv)(B) shall not include any shares: (1) purchased or sold by such Eligible Holder or any of its affiliates in any transaction that has not been settled or closed, (2) loaned or sold short by such Eligible Holder, (3) borrowed by such Eligible Holder or any of its affiliates for any purpose or purchased by such Eligible Holder or any of its affiliates pursuant to an agreement to resell or subject to any other obligation to resell to another person, or (4) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such Eligible Holder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of: (x) reducing in any manner, to any extent or at any time in the future, such Eligible Holder’s or any of its affiliates’ full right to vote or direct the voting of any such shares, and/or (y) hedging, offsetting, or altering to any degree, gain or loss arising from the full economic ownership of such shares by such Eligible Holder or any of its affiliates.

(vi)An Eligible Holder “owns” shares held in the name of a nominee or other intermediary so long as the Eligible Holder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. An Eligible Holder’s ownership of shares shall be deemed to continue during any period in which the Eligible Holder has delegated any voting power by means of a proxy, power of attorney, or other similar instrument or arrangement that is revocable at any time by the Eligible Holder. An Eligible Holder’s ownership of shares shall be deemed to continue during any period in which the Eligible Holder has loaned such shares provided that the Eligible Holder has the power to recall such loaned shares on five (5) business days’ notice, has recalled such loaned shares as of the date of the Nomination Notice and continues to hold such shares through the date of the annual meeting. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the Corporation are “owned” for these purposes shall be determined by the Board.

(vii)No Eligible Holder shall be permitted to be in more than one group constituting a Nominating Stockholder, and if any Eligible Holder appears as a member of more than one group, it shall be deemed to be a member of the group that has the largest ownership position as reflected in the Nomination Notice.

(d)Nomination Notice. To nominate a Nominee, the Nominating Stockholder must, no earlier than 5:00 PM, Pacific Time on the one hundred and fiftieth (150th) day and no later than 5:00 PM, Pacific Time on the one hundred and twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting of stockholders, deliver to the Chief Legal Officer of the Corporation at the principal executive office of the Corporation all of the information and documents set forth in paragraphs (i)-(iv) below (collectively, the “Nomination Notice”); provided, however, that if (and only if) the date of the annual meeting of stockholders is more than thirty (30) days before or more than sixty (60) days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Meeting Date”), notice by the Nominating Stockholder must be so delivered no earlier than 5:00 PM, Pacific Time on the one hundred and twentieth (120th) day prior to such annual meeting and no later than 5:00 PM, Pacific Time on the later of (A) the ninetieth (90th) day prior to such Other Meeting Date and (B) the tenth (10th) day following the day on which the Other Meeting Date is first announced or disclosed by the Corporation. In no event shall the public announcement or disclosure of an Other Meeting Date commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. For purposes of this Section 1.13, the Nomination Notice shall include the following:

(i)A Schedule 14N (or any successor form) relating to each Nominee, completed and filed with the SEC by the Nominating Stockholder as applicable, in accordance with SEC rules;

(ii)A written notice, in a form deemed satisfactory by the Board, of the nomination of each Nominee that includes the following additional information, agreements, representations and warranties by the Nominating Stockholder (including each group member):

(A)the details of any relationship that existed within the past three (3) years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N;

(B)a representation and warranty that the Nominating Stockholder acquired the securities of the Corporation in the ordinary course of business and did not acquire, and is not holding, securities of the Corporation for the purpose or with the effect of influencing or changing control of the Corporation;

(C)a representation and warranty that each Nominee’s candidacy or, if elected, Board membership would not violate applicable state or federal law or the rules of any stock exchange on which the Corporation’s securities are traded;

(D)a representation and warranty that each Nominee:

(1)does not have any direct or indirect relationship with the Corporation that would cause the Nominee to be considered not independent pursuant to the Corporation’s Corporate Governance Guidelines as most recently published on its website and otherwise qualifies as independent under the rules of the primary stock exchange on which the Corporation’s shares of common stock are traded;

(2)meets the audit committee and compensation committee independence requirements under the rules of the primary stock exchange on which the Corporation’s shares of common stock are traded;

(3)is a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule);

(4)is an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision); and

(5)is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933, as amended (the “Securities Act”) or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of such Nominee;

(E)a representation and warranty that the Nominating Stockholder satisfies the eligibility requirements set forth in Section 1.13(c) and has provided evidence of ownership to the extent required by Section 1.13(c)(i);

(F)a representation and warranty that the Nominating Stockholder intends to continue to satisfy the eligibility requirements described in Section 1.13(c) through the date of the annual meeting and a statement regarding the Nominating Stockholder’s intent with respect to continued ownership of the Minimum Number of shares for at least one (1) year following the annual meeting;

(G)details of any position of a Nominee as an officer or director of any competitor (that is, any entity that produces products or provides services that compete with or are alternatives to the products produced or services provided by the Corporation or its affiliates) of the Corporation, within the three (3) years preceding the submission of the Nomination Notice;

(H)a representation and warranty that the Nominating Stockholder will not engage in a “solicitation” within the meaning of Rule 14a-1(l) (without reference to the exception in Rule 14a-1(l)(2)(iv)) under the Exchange Act (or any successor rules) with respect to the annual meeting, other than with respect to a Nominee or any nominee of the Board;

(I)a representation and warranty that the Nominating Stockholder will not use any proxy card other than the Corporation’s proxy card in soliciting stockholders in connection with the election of a Nominee at the annual meeting;

(J)if desired, a Supporting Statement; and

(K)in the case of a nomination by a group, the designation by all group members of one group member that is authorized to act on behalf of all group members with respect to matters relating to the nomination, including withdrawal of the nomination;

(iii)An executed agreement, in a form deemed satisfactory by the Board, pursuant to which the Nominating Stockholder (including each group member) agrees:

(A)to comply with all applicable laws, rules and regulations in connection with the nomination, solicitation and election;

(B)to file any written solicitation materials with the Corporation’s stockholders relating to one or more of the Corporation’s directors or director nominees or any Nominee with the SEC, regardless of whether any such filing is required under rule or regulation or whether any exemption from filing is available for such materials under any rule or regulation;

(C)to assume all liability stemming from an action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Nominating Stockholder or any of its Nominees with the Corporation, its stockholders or any other person in connection with the nomination or election of directors, including, without limitation, the Nomination Notice;

(D)to indemnify and hold harmless (jointly with all other group members, in the case of a group member) the Corporation and each of its directors, officers and employees individually against any liability, loss, damages, expenses or other costs (including attorneys’ fees incurred in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of or relating to a failure or alleged failure of the Nominating Stockholder or any of its Nominees to comply with, or any breach or alleged breach of, its or their obligations, agreements or representations under this Section 1.13;

(E)in the event that any information included in the Nomination Notice, or any other communication by the Nominating Stockholder (including with respect to any group member), with the Corporation, its stockholders or any other person in connection with the nomination or election ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), or that the Nominating Stockholder (including any group member) has failed to continue to satisfy the eligibility requirements described in Section 1.13(c), to promptly (and in any event within forty-eight (48) hours of discovering such misstatement, omission or failure) notify the Chief Legal Officer of the Corporation and any other recipient of such communication of (A) the misstatement or omission in such previously provided information and of the information that is required to correct the misstatement or omission or (B) such failure; and

(iv)An executed agreement, in a form deemed satisfactory by the Board, by each Nominee:

(A)to provide to the Corporation all information relating to such Nominee that is required to be disclosed in solicitations of proxies for the election of directors, or is otherwise required, pursuant to Regulation 14A under the Exchange Act (including such Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(B)to provide to the Corporation such other information and certifications, including completion of the Corporation’s director questionnaire, as it may reasonably request;

(C)at the reasonable request of the Nominating and Corporate Governance Committee, to meet with the Nominating and Corporate Governance Committee to discuss matters relating to the nomination of such Nominee to the Board, including the information provided by such Nominee to the Corporation in connection with his or her nomination and such Nominee’s eligibility to serve as a member of the Board;

(D)that such Nominee has read and agrees, if elected, to serve as a member of the Board, to adhere to the Corporation’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, Related-Party Transactions Policy and any other Corporation policies and guidelines applicable to directors; and

(E)that such Nominee is not and will not become a party to (i) any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity in connection with his or her nomination, service or action as a director of the Corporation that has not been disclosed to the Corporation or (ii) any agreement, arrangement or understanding with, or any commitment or assurance to, any person or entity as to how such Nominee, if elected as a director of the Corporation, will act or vote on any issue or question, that (a) has not been disclosed to the Corporation or (b) could limit or interfere with such Nominee’s ability to comply, if elected as a director of the Corporation, with its fiduciary duties under applicable law.

(v)The information and documents required by this Section 1.13(d) to be provided by the Nominating Stockholder shall be: (i) provided with respect to and executed by each group member, in the case of information applicable to group members; and (ii) provided with respect to the persons specified in Instruction 1 to Items 6(c) and (d) of Schedule 14N (or any successor item) in the case of a Nominating Stockholder or group member that is an entity. The Nomination Notice shall be deemed submitted on the date on which all the information and documents referred to in this Section 1.13(d) (other than such information and documents contemplated to be provided after the date the Nomination Notice is provided) have been delivered to or, if sent by mail, received by the Chief Legal Officer of the Corporation.

(e)Exceptions.

(i)Notwithstanding anything to the contrary contained in this Section 1.13, the Corporation may omit from its proxy statement any Nominee and any information concerning such Nominee (including a Nominating Stockholder’s Supporting Statement) and no vote on such Nominee will occur (notwithstanding that proxies in respect of such vote may have been received by the Corporation), and the Nominating Stockholder may not, after the last day on which a Nomination Notice would be timely, cure in any way any defect preventing the nomination of such Nominee, if:

(A)the Nominating Stockholder or the designated lead group member, as applicable, or any qualified representative thereof, does not appear at the meeting of stockholders to present the nomination submitted pursuant to this Section 1.13, the Nominating Stockholder withdraws its nomination or the chairperson of the annual meeting declares that such nomination was not made in accordance with the procedures prescribed by this Section 1.13 and shall therefore be disregarded;

(B)the Board determines that such Nominee’s nomination or election to the Board would result in the Corporation violating or failing to be in compliance with the Corporation’s bylaws or certificate of incorporation or any applicable law, rule or regulation to which the Corporation is subject, including any rules or regulations of the primary stock exchange on which the Corporation’s common stock is traded;

(C)such Nominee was nominated for election to the Board pursuant to this Section 1.13 at one of the Corporation’s two preceding annual meetings of stockholders and either withdrew or became ineligible or received a vote of less than twenty five percent (25%) of the shares of common stock entitled to vote for such Nominee;

(D)such Nominee is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in a criminal proceeding within the past ten (10) years;

(E)such Nominee has been, within the past three (3) years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended; or

(F)the Corporation is notified, or the Board determines, that the Nominating Stockholder or the Nominee has failed to continue to satisfy the eligibility requirements described in Section 1.13(c), any of the representations and warranties made in the Nomination Notice ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), such Nominee becomes unwilling or unable to serve on the Board or any material violation or breach occurs of the obligations, agreements, representations or warranties of the Nominating Stockholder or such Nominee under this Section 1.13;

(ii)Notwithstanding anything to the contrary contained in this Section 1.13, the Corporation may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the Supporting Statement or any other statement in support of a Nominee included in the Nomination Notice, if the Board determines that:

(A)such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading;

(B)such information directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any person or other argumentum ad hominem; or

(C)the inclusion of such information in the proxy statement would otherwise violate the SEC proxy rules or any other applicable law, rule or regulation.

The Corporation may solicit against, and include in the proxy statement its own statement relating to, any Nominee.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1.Number; Qualifications. The Board of Directors shall consist of one or more members. The number of authorized directors shall be fixed from time to time by resolution of the Board of Directors. No decrease in the authorized number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Directors need not be stockholders of the Corporation.

Section 2.2.Election; Resignation; Removal; Vacancies. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, each director shall be elected to hold office for a term expiring at the next annual meeting of stockholders or until such director’s earlier death, designation or removal, as provided in the Certificate of Incorporation of the Corporation. Any director may resign at any time upon notice to the Corporation given in writing or by electronic transmission. Subject to the rights of the holders of any series of Preferred Stock, any director may be removed from the Board with or without cause by the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of capital stock of the Corporation then entitled to vote at an election of directors. Subject to the rights of the holders of any series of Preferred Stock, any vacancy occurring in the Board of Directors for any cause, and any newly created directorship resulting from any increase in the authorized number of directors, shall, unless as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy created by a newly created directorship shall hold office for a term expiring at the next annual meeting of stockholders or until such director’s earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director. A nominee for director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the Secretary receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for director set forth in Sections 1.12 and 1.13 of these Bylaws and (ii) such nomination has not been withdrawn by such stockholder on or before the tenth (10th) day before the Corporation first mails its notice of meeting for such meeting to the stockholders. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee.

Section 2.3.Regular Meetings. Regular meetings of the Board of Directors may be held at such places, within or without the State of Delaware, and at such times as the Board of Directors may from time to time determine. Notice of regular meetings need not be given if the date, times and places thereof are fixed by resolution of the Board of Directors.

Section 2.4.Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson of the Board of Directors, the President, the Lead Independent Director or a majority of the members of the Board of Directors then in office and may be held at any time, date or place, within or without the State of Delaware, as the person or persons calling the meeting shall fix. Notice of the time, date and place of such meeting shall be given, orally, in writing or by electronic transmission (including electronic mail), by the person or persons calling the meeting to all directors at least four (4) days before the meeting if the notice is mailed, or at least twenty-four (24) hours before the meeting if such notice is given by telephone, hand delivery, electronic mail or other means of electronic transmission. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

Section 2.5.Remote Meetings Permitted. Members of the Board of Directors, or any committee of the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to conference telephone or other communications equipment shall constitute presence in person at such meeting.

Section 2.6.Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the total number of authorized directors shall constitute a quorum for the transaction of business. Except as otherwise provided herein or in the Certificate of Incorporation of the Corporation, or required by law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7.Organization. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board of Directors, or in such person’s absence by the Lead Independent Director, or in such person’s absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8.Written Action by Directors. 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 or 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 minutes of proceedings of the Board or committee, respectively. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.9.Powers. The Board of Directors may, except as otherwise required by law or the Certificate of Incorporation of the Corporation, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 2.10.Compensation of Directors. Directors, as such, may receive, pursuant to a resolution of the Board of Directors, fees and other compensation for their services as directors, including without limitation their services as members of committees of the Board of Directors.

ARTICLE III

COMMITTEES

Section 3.1.Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors 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. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting of such committee who are not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the Corporation.

Section 3.2.Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these Bylaws.

Adequate provision shall be made for notice to members of all meetings, and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE IV

OFFICERS

Section 4.1.Generally. The officers of the Corporation shall consist of a Chief Executive Officer and/or a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers, including a Chairperson of the Board of Directors and/or Chief Financial Officer, as may from time to time be appointed by the Board of Directors. All officers shall be elected by the Board of Directors. Each officer shall hold office until such person’s successor is elected and qualified or until such person’s earlier resignation or removal. Any number of offices may be held by the same person. Any officer may resign at any time upon written notice to the Corporation. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board of Directors.

Section 4.2.Chief Executive Officer. Subject to the control of the Board of Directors and such supervisory powers, if any, as may be given by the Board of Directors, the powers and duties of the Chief Executive Officer of the Corporation are:

(a)To act as the general manager and, subject to the control of the Board of Directors, to have general supervision, direction and control of the business and affairs of the Corporation;

(b)To preside at all meetings of the stockholders;

(c)To call meetings of the stockholders to be held at such times and, subject to the limitations prescribed by law or by these Bylaws, at such places as he or she shall deem proper; and

(d)To affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board of Directors or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; to sign certificates for shares of stock of the Corporation; and, subject to the direction of the Board of Directors, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation.

The President shall be the Chief Executive Officer of the Corporation unless the Board of Directors shall designate another officer to be the Chief Executive Officer. If there is no President, and the Board of Directors has not designated any other officer to be the Chief Executive Officer, then the Chairperson of the Board of Directors shall be the Chief Executive Officer.

Section 4.3.Chairperson of the Board. The Chairperson of the Board of Directors shall have the power to preside at all meetings of the Board of Directors and shall have such other powers and duties as provided in these Bylaws and as the Board of Directors may from time to time prescribe.

Section 4.4.Lead Independent Director. The Board may, in its discretion elect a Lead Independent Director from among its members that are “Independent Directors” (as defined below). He or she shall preside at all meetings at which the Chairperson of the Board is not present and shall exercise such other powers and duties as may from time to time be assigned to him or her by the Board or as prescribed by these Bylaws. For purposes of these Bylaws, “Independent Director” has the meaning ascribed to such term under the rules of The NASDAQ Stock Market or other stock exchange upon which the Corporation’s common stock is primarily traded.

Section 4.5.President. The President shall be the Chief Executive Officer of the Corporation unless the Board of Directors shall have designated another officer as the Chief Executive Officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, and subject to the supervisory powers of the Chief Executive Officer (if the Chief Executive Officer is an officer other than the President), and subject to such supervisory powers and authority as may be given by the Board of Directors to the Chairperson of the Board of Directors, and/or to any other officer, the President shall have the responsibility for the general management the control of the business and affairs of the Corporation and the general supervision and direction of all of the officers, employees and agents of the Corporation (other than the Chief Executive Officer, if the Chief Executive Officer is an officer other than the President) and shall perform all duties and have all powers that are commonly incident to the office of President or that are delegated to the President by the Board of Directors.

Section 4.6.Vice President. Each Vice President shall have all such powers and duties as are commonly incident to the office of Vice President, or that are delegated to him or her by the Board of Directors or the Chief Executive Officer. A Vice President may be designated by the Board to perform the duties and exercise the powers of the Chief Executive Officer in the event of the Chief Executive Officer’s absence or disability.

Section 4.7.Chief Financial Officer. The Chief Financial Officer shall be the Treasurer of the Corporation unless the Board of Directors shall have designated another officer as the Treasurer of the Corporation. Subject to the direction of the Board of Directors and the Chief Executive Officer, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer.

Section 4.8.Treasurer. The Treasurer shall have custody of all monies and securities of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such other powers as are commonly incident to the office of Treasurer, or as the Board of Directors or the Chief Executive Officer may from time to time prescribe.

Section 4.9.Secretary. The Secretary shall issue or cause to be issued all authorized notices for, and shall keep, or cause to be kept, minutes of all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate minute books and similar records and shall perform such other duties and have such other powers as are commonly incident to the office of Secretary, or as the Board of Directors or the Chief Executive Officer may from time to time prescribe.

Section 4.10.Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.11.Removal. Any officer of the Corporation shall serve at the pleasure of the Board of Directors and may be removed at any time, with or without cause, by the Board of Directors. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.

ARTICLE V

STOCK

Section 5.1.Certificates. Shares of stock of the Corporation shall be represented by certificates in such form as the officers of the Corporation may from time to time prescribe or shall be uncertificated. If shares of stock of the Corporation are represented by certificates, then such certificates shall be numbered and registered, shall exhibit the holder’s name and the number of shares, and shall be signed by or in the name of the Corporation by the Chairperson or Vice-Chairperson of the Board of Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation. Any or all of the signatures on the certificate may be a facsimile. At all times that the Corporation’s stock is listed on a U.S. national securities exchange, (a) the shares of stock of the Corporation shall comply with all direct registration system eligibility requirements established by such exchange, including, without limitation, any requirement that shares of stock of the Corporation be eligible for issue in book-entry form, and (b) all issuances and transfers of shares of stock of the Corporation shall be entered on the books of the Corporation with all information necessary to comply with such direct registration system eligibility requirements, including the name and address of the person to whom the shares of stock are issued, the number of shares of stock issued and the date of issue.

Section 5.2.Lost, Stolen or Destroyed Stock Certificates. Except as provided in this Section 5.2, no new certificate of stock in the Corporation shall be issued in place of any certificate previously issued by the Corporation, alleged to have been lost, stolen or destroyed. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to agree to indemnify the Corporation and/or to give the Corporation a bond sufficient to indemnify it, against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.3.Other Regulations. The issue, transfer, conversion and registration of shares of stock of the Corporation shall be governed by such other regulations as the Board of Directors may establish in both the certificated and uncertificated forms.

ARTICLE VI

INDEMNIFICATION

Section 6.1.Indemnification of Officers and Directors. Each person who was or is made a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL, against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, provided such person acted in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of such person’s heirs, executors and administrators. Notwithstanding the foregoing, the Corporation shall indemnify any such person seeking indemnity in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation, or if such indemnification is authorized by an agreement approved by the Board of Directors.

Section 6.2.Advance of Expenses. The Corporation shall pay all expenses (including attorneys’ fees) incurred by such a director or officer in defending any such Proceeding as they are incurred in advance of its final disposition; provided, however, that if the DGCL then so requires, the payment of such expenses incurred by such a director or officer in advance of the final disposition of such Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Article VI or otherwise; and provided, further, that the Corporation shall not be required to advance any expenses to a person against whom the Corporation directly brings a claim, in a Proceeding, alleging that such person has breached such person’s duty of loyalty to the Corporation, committed an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, or derived an improper personal benefit from a transaction.

Section 6.3.Non-Exclusivity of Rights. The rights conferred on any person in this Article VI shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation of the Corporation, Bylaw, agreement, vote or consent of stockholders or disinterested directors, or otherwise. Additionally, nothing in this Article VI shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses pursuant to this Article VI.

第6.4节补偿合同。董事会有权让公司与公司的任何董事、高管、雇员或代理人，或应请求公司担任另一家公司、合伙企业、合资企业、信托或其他企业（包括雇员福利计划）的董事、高管、雇员或代理人的任何人签订补偿合同，为此类人提供补偿权利。这些权利可能高于本第六条.

第6.5节修正的效力。对本条款的任何修正、废止或修改仅具有前瞻性，不得对根据本条款授予个人的任何权利或保护造成不利影响。第六条并且不得对因修正、废止或修改而存在的个人根据本条款享有的任何权利或保护造成不利影响。第六条且在修正、废止或修改时已存在的任何权利或保护。

第七条

通知

第7.1节。通知。

(a)除非本章程中另有明确规定（包括但不限于第 7.1 (b) 节下文）或法律要求，根据本章程要求发出的所有通知均应以书面形式发出，并且在任何情况下均可通过亲手交付（包括使用送货服务）、邮寄此类通知、邮资预付的方式或通过隔夜快递、电子邮件或其他电子传输方式发送此类通知来有效发出。任何此类通知应发给应向其发出通知的人，其地址应与公司记录中显示的地址相同。在下列情况下，通知应被视为已送达：(i) 如果是亲手递送，当通知被收件人或代表该人接受此类通知的任何人收到时；(ii) 如果是通过邮件递送，则存入邮件；(iii) 隔夜快递员在发货时；(iv) 通过电子邮件或其他电子传输手段交付时，在发出时，应将通知视为已送达。

(b)不限制以其他方式向股东有效通知的方式，公司根据DGCL的任何规定、公司的公司章程或这些章程下的通知对股东的任何通知，如果通过股东同意的电子传输形式给予，即视为有效。任何此类同意均可由收到通知的股东书面通知公司首席法务官来撤销。如果（i）公司无法按照此类同意发送的两次连续通知通过电子传输进行投递且（ii）秘书或公司的助理秘书或负责发送通知的过户代理或其他负责人，得知此种无法投递，则视为此类同意已被撤销。在每种情况下，该B类股东和/或该B类股东的家庭成员需独立控制在此类帐户、计划或信托中持有的B类普通股实时；, 公司对于以下情况，不应承担责任：根据第10（b）部分书面信息可靠地提供。，对于此种无法投递的错误对待未导致任何会议或其他行动无效。根据此处给予的通知视为已给予：（i）如果通过电子邮件，则在发送到股东已同意接收通知的电子邮箱地址时视为已给予；（ii）如果通过电子网络发布以及对股东进行有关该特定发布的单独通知，则在（A）该发布和（B）进行此类单独通知后最晚即视为已给予；以及（iii）如果通过任何其他形式的电子传输，则在发送到股东时视为已给予。第7.1（b）条应认为已经给予通知：（i）如果通过电子邮件发送，则在发送到股东已同意接收通知的电子邮箱地址时视为已给予；（ii）如果通过电子网络发布以及对股东进行有关该特定发布的单独通知，则在（A）该发布和（B）进行此类单独通知后最晚即视为已给予；以及（iii）如果通过任何其他形式的电子传输发送，则在发送到股东时视为已给予。

(c)秘书或助理秘书、过户代理或公司的其他代理出具的书面通知或电子传输形式的确认函，在没有欺诈的情况下，乍一看有关事实的证据已在其中陈述。

第7.2节。免除通知。无论根据这些章程的哪一条规定都需要进行通知时，被通知人签署的书面豁免通知，或者由该人员通过电子传输豁免，无论在通知声明的时间之前还是之后，均视为通知。出席会议的人员应视为对该会议的通知豁免，但当出席会议的人员出席会议的开头为反对因会议未经合法召集而进行任何业务交易而出席会议时除外。无需在任何通知豁免中指定对股东、董事或董事会委员会的任何常规或特别会议要进行的业务或目的。

第八条

利益相关董事

第8.1节。对于感兴趣的董事；法定人数。公司与其一名或多名董事或高级职员之间，或公司与任何其他董事或高级职员兼任董事或高级职员的其他公司、合伙企业、协会或其他组织之间的合同或交易，或者因为这个原因，或者仅仅因为董事或高级职员出席或参与授权合同或交易的董事会会议或其中委员会的会议，或仅仅因为这样的董事或高级职员的投票被计入此目的，而无效或可撤销，如果：（i）关于董事或高级职员的关系或利益及合同或交易的重要事实已经披露或为董事会或委员会所知，并由不带有利害关系的董事多数的肯定投票以善意授权合同或交易，即使不带有利益关系的董事不足法定人数；（ii）关于董事或高级职员的关系或利益及合同或交易的重要事实已经披露或为有权对其进行表决的股东所知，并且股东们根据股东的表决信任进行表决；或者（iii）合同或交易在董事会、其委员会或股东授权、批准或 ratify 时对公司是公平的。在确定董事会或授权合同或交易的委员会会议的出席人数时，共同或有利害关系的董事均可计算入内。

第九条

其他条款(无需翻译)

第9.1节。财政年度。公司的财政年度应由董事会决定。

第9.2节。印章。董事会可以设立公司印章，其上应有公司名称，其他形式应经董事会不时批准。

第9.3节。记录形式。公司在正常业务过程中维护的任何记录，包括其股份名册、账簿和会议记录，可以采用任何信息存储装置或方法，或通过一个或多个电子网络或数据库（包括一个或多个分布式电子网络或数据库）保存，前提是这样保存的记录可以在合理时间内转换成清晰可读的纸质形式。公司应在依照DGCL的任何规定有权审查这些记录的人士的要求下转换所保存的任何记录为纸质形式。

第9.4节。对书籍和记录的依赖。董事会成员或董事会指定的任何委员会成员，在履行其职责时，在善意地依赖公司的记录以及公司的任何官员、雇员或董事会委员会、或任何其他人提供给公司的信息、意见、报告或声明方面，应受到充分的保护，前提是该成员合理地相信这些事项属于这些其他人的专业或专家能力范围，而这些其他人是经公司合理谨慎地挑选的。

第9.5节。公司章程为准。如果公司章程与公司章程的规定发生冲突，则以公司章程的规定为准。

第9.6节。可分割性。如果这些章程的任何规定被认定为无效、非法、不可执行或与公司章程的规定相冲突，那么该规定仍应尽可能以符合该判决的最大程度加以执行，并且这些章程的其余规定（包括但不限于，这些章程中包含任何被认定为无效、非法、不可执行或与公司章程相冲突的规定的任何部分，而这些部分本身不无效、非法、不可执行或与公司章程相冲突）应继续完全有效。

第十一条

修订

第10.1节。修改条款。持有公司超过半数表决权的股东有权通过、修改或废除公司章程。在公司的公司章程中规定的范围内，公司董事会也有权通过、修改或废除公司章程。

第11.4条

专属论坛如果公司未以书面形式同意选择另一种论坛，那么特拉华州司法机构庭（或者，如果特拉华州司法机构庭没有管辖权，则特拉华州联邦地区法院）将在法律允许范围内成为唯一和专属的论坛，用于公司提起的任何代表公司的诉讼或程序、任何主张现任或前任董事、官员、其他雇员或股东对公司或公司的股东负有信托责任的诉讼或程序、根据 DGCL、公司的证明书或这些章程产生的任何主张（这些章程可能随时进行修改或重述），或者 DGCL 授权特拉华州司法机构庭行使管辖权的任何主张；任何购买或以其他方式获取或持有公司股票权益的个人或实体应被视为已知悉并同意本第8条的规定。

第11.1节。特拉华论坛。除非公司书面同意选择其他论坛，否则特拉华州均为公司的唯一和专属论坛：(a) 代表公司提起的任何衍生诉讼或诉讼; (b) 主张董事、高管、股东、雇员或公司代理人应向公司或公司股东承担的违反受托人责任或其他不当行为的任何诉讼; (c) 主张根据DGCL、公司章程或这些章程的任何规定或DGCL授予特拉华州均有司法管辖权的特拉华州法庭的任何诉讼; (d) 解释、应用、执行或确定公司章程或这些章程的有效性的任何诉讼; 或 (e) 由内部事务原则管理的针对公司或公司的董事、高管、股东、雇员或代理人提出的任何诉讼。

第11.2节。专属联邦法庭。除非公司书面同意选择另一论坛，在法律允许的最大范围内，美国联邦地方法院将是解决任何基于证券法的诉讼主张的专属论坛。

任何购买或以任何其他方式取得或持有公司任何证券利益的个人或实体应被视为已经通知并同意本条款的规定。第十一条.