EX-3.2 2 exhibit32-amendedandrestat.htm EX-3.2 Document
展览3.2









附录 中信和社第二版
的
INARI MEDICAL, INC.
（特拉华州公司）
(于2024年10月25日修订并重新制订)

目录


第一条 - 公司办公地址1
1.1 注册办公室1
1.2 其他办事处1
第二条 - 股东会议1
2.1 会议地点1
2.2 年度大会1
2.3 特别会议1
2.4 提前通知程序，以便进行业务会议2
董事提名事项的提前通知程序6
担任董事并在选举后当选为董事的候选人的额外要求9
股东大会通知11
通知方式；通知的宣誓书11
法定人数12
延期会议；通知12
业务进行方式13
投票13
2.13 股东通过书面同意行动，无需会议14
2.14 股东通知的备案日期；表决14
2.15 代理人14
2.16 有权投票的股东名单15
2.17 会议延期和取消15
2.18 选举检察员16
2.19 交付给公司16
第四条 - 董事会16
3.1 权利16
3.2 董事人数16
3.3 董事的选举、资格和任职期限17
3.4 辞职和空缺17
3.5 会议地点；电话会议17
3.6 定期会议18
3.7 特别会议；通知18
3.8 法定人数19
3.9 董事会通过未开会同意行动19
3.1 董事的费用和报酬19
3.11 除名董事19

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目录
（续）

第七条 - 委员会19
4.1 董事会委员会19
4.2 委员会会议纪要20
4.3 委员会会议及决议20
第五条——官员20
5.1 高管20
5.2 任命高管21
5.3 下属高管21
5.4 官员去职和辞职21
5.5 职位空缺21
5.6 代表其他公司股份21
5.7 官员的权力和职责22
第六条 - 记录和报告22
6.1 记录的维护22
第七条 - 一般事项22
7.1 执行公司合同和文书22
7.2 有证和无证股份; 部分付款股份22
7.3 证书上的特殊标识23
7.4 丢失的证书23
7.5 施工; 定义23
7.6 分红派息24
7.7 财政年度24
7.8 印章24
7.9 股票转仓24
7.1 股票转仓协议24
7.11 注册股东24
7.12 放弃通知25
7.13 电子签名，等25
第八条 - 电子传送通知书25
8.1 电子传输通知25
8.2 电子传输定义26
第九章 - 赔偿26
9.1 董事和高级职员的赔偿26
9.2 其他人的赔偿27
9.3 费用预付27
9.4 决定; 索赔27
9.5 权利的非排他性28
9.6 保险28

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目录
（续）

9.7 其他赔偿28
9.8 修正或废除; 解释28
9.9 定义29
第十章 - 修正。29


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附录 中信和社第二版
的
INARI MEDICAL, INC.
第一条 - 公司办公室
1.1 注册办公地址。
Inari Medical, Inc. (以下简称“公司”）的注册办公室公司在特拉华州，CeriBell，Inc.的注册办公室地址及其注册代理人姓名应与同一份公司的组织证书中规定的相同，该证书可能会不时修订和/或重新规定。公司章程”).
1.2 其他办事处。
公司的董事会可以随时在公司有资格经营的任何地方设立其他办事处。董事会公司的董事会可以随时在公司有资格经营的任何地方设立其他办事处。
第二条 - 股东会议
2.1 会议地点。
股东会议应在董事会（或在法律允许的最大范围内，董事会的任何委员会或董事会授权的其他人员）指定的特拉华州境内外的任何地点举行。根据《特拉华州通用公司法》第 211 (a) (2) 条的授权，董事会可自行决定股东会议不应在任何地点举行，而只能通过远程通信方式举行（”DGCL”）。在没有任何此类指定或决定的情况下，股东大会应在公司的主要执行办公室举行。
2.2 年度会议。
董事会（或在法律许可的最大范围内，董事会的任何委员会或董事会授权的其他人）应指定年度会议的日期和时间。在年度会议上，董事将被选举，并根据本章程第2.4节的规定，其他适当的业务将被妥善提出并办理。
2.3 特别会议。
董事会、董事会主席、首席执行官或总裁（如首席执行官不存在）可以随时召集股东特别会议，但其他人员不得召集该类特别会议。


特别会议上除了股东通知中指定的业务外，不得进行其他业务。本2.3节本段所包含的内容不得被解释为限制、确定或影响董事会召开股东大会的时间。
2.4 开会前提交业务的预先通知程序。
(a) 在年度股东大会上，只能按照在会议之前适当提出的业务进行。要妥善地在年会之前提出，必须 (i) 在董事会发出或按董事会指示发出的会议通知（或其任何补充材料）中指明事项；（ii）如果会议通知中未指明，则由董事会或董事会主席以其他方式在会议之前提出；或（iii）由亲自出席（A）（1）是公司股份的记录所有者的股东以其他方式在会议之前妥善提出公司在发出本第 2.4 节规定的通知时和开会时，(2) 均有权在会议上投票，并且 (3) 在所有适用方面均遵守了本第2.4节规定的通知程序和其他要求，或 (B) 根据经修订的1934年《证券交易法》第14a-8条及其相关规章制度（经修订并包括此类规章制度）正确提出了此类提案，”《交易法》”）。前述条款（iii）应是股东在年度股东大会上提出业务提案的唯一途径。唯一可以提交特别会议的事项是根据第2.3节召集会议的人在会议通知中规定的事项或按其指示提出的事项，不得允许股东在股东特别会议上提出议题。就本第 2.4 节而言，”亲自出席” 是指提议将业务提交公司年会的股东或该拟议股东的合格代表出席该年会。一个”合格代表” 该拟议股东应是该股东的正式授权高管、经理或合伙人，或经该股东签订的书面文件或该股东交付的电子传件授权的任何其他人士，代表该股东在股东大会上充当代理人，并且该人必须在股东大会上出示此类书面或电子传输材料的可靠副本。寻求提名候选人参加董事会选举的股东必须遵守第 2.5 节，除非本章程第 2.5 节明确规定，否则本第 2.4 节不适用于提名。
(b) 未经限制，股东为使业务在股东年度会议上得到适当安排，必须（i）以书面和适当的形式向公司秘书提供及时通知（如下所定义），并（ii）根据本章节2.4所要求的时间和形式提供任何更新或补充通知。为及时，股东的通知必须按照公司章程第2.19条的规定递交或邮寄并在收到，不得迟于本公司上一年度年会一周年纪念日的第九十（90）日营业时结束，也不得早于结束的时间在上一年度年会的第一百二十（120）日营业时结束；但是，如果年会日期在该周年纪念日之前三十（30）天以上或之后六十（60）天以上，则股东通知为及时必须这样递交，或邮寄并收到
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(A) 不得早于离年度会议前120天的营业终了时间，且(B) 不得晚于离年度会议前90天的营业终了时间或者公司首次披露所述年度会议日期的第10天营业终了时间内（在上述时间段内发出的通知，称为“及时通知”，及时通知）。在任何情况下，年度会议的任何辞会或延期或其公告不会启动新的时间段（或延长任何时间段）用于在上述所述的适时通知提供。
(c) 根据本第2.4节的规定，股东提交给公司秘书的通知应当符合适当形式，应当描述：
(i) 就每个提名人（如下所定义），（A）提名人的姓名和地址（包括如适用，出现在公司账簿和记录上的姓名和地址）；（B）公司的股份的类别或系列和数量，提名人直接或间接持有或有利益所有（根据《交易所法》第13d-3条的规定）的数量，提名人始终被视为在将来任何时间拥有权利获得任何公司的任何类别或系列的股份所有权；（C）提名人需要在根据交易所法第13d-1(a)条规定提交的13D表中披露的所有信息，或者在交易所法第13d-2(a)条规定的修正文件中，如果应根据该提名人提交交易所法及其规则和规定而根据规定提交该声明，则需要提交的信息，（D）提名人有权直接或间接投票，任何该公司的任何安全性的股份的任何代理，合同，安排或关系（根据前述条款（A）至（D）披露的为"信息"） ”);
(ii) 对于每个提议人，（A）任何证券的全部名义金额，该证券直接或间接地作为《交易法》16a-1(c)条规定的“衍生证券”（如此术语在交易所法规第16a-1(c)条下定义）的基础，构成《交易法》16a-1(b)条规定的“看涨等值头寸”或《交易法》16a-1(h)条规定的“看跌等值头寸”或关于公司某一类别或系列股份的其他衍生或合成安排的全部名义金额（“合成权益头寸”），该等证券直接或间接地由提议人持有或维持，为提议人利益而持有或涉及，包括但不限于（1）任何期权、认股权证、可转让证券、股票增值权、期货或类似权利，其行使或转股特权或结算付款或机制与公司任何类别或系列股份的价格相关，或其价值全部或部分源于公司任何类别或系列股份的价值，（2）具有在公司任何类别或系列股份中做多或做空头寸特征的任何衍生或合成安排，包括但不限于股票借贷交易、股票借贷交易或股份回购交易，或（3）任何旨在（x）产生经济利益和风险，这些风险与持有公司任何类别或系列股份的所有权实质上相对应，（y）减轻与公司任何类别或系列股份相关的任何损失，减少与公司任何类别或系列股份（或否则）的经济风险有关的风险，或管理任何类别或系列股份的股价下跌的风险，或（z）增加或减少在公司任何类别或系列股份方面的投票权的或减少提议人与公司任何类别或系列股份有关的投票权的任何合同、衍生或掉期等交易或交易系列，包括但不限于，由于**
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此类合约、衍生品、互换或其他交易或系列交易是参照公司任何类别或系列股份的价格、价值或波动率确定的，无论此类工具、合约或权利是否应通过交付现金或其他财产或其他方式在公司的标的类别或系列股份中进行结算，也不考虑其持有人是否可能进行了对冲或减轻此类经济影响的交易文书、合同或权利，或任何其他直接或间接获利或分享因公司任何类别或系列股票价格或价值的上涨或下降而获得的任何利润的机会；前提是，就 “合成股权头寸” 的定义而言，“衍生证券” 一词还应包括由于任何可进行转换、行使或类似权利或特权的功能而在其他方面不会构成 “衍生证券” 的证券或工具此类担保或工具只能确定在未来的某个日期或将来发生时，在这种情况下，应假设此类证券或票据在确定时可以立即兑换或行使该证券或票据可以兑换或行使的证券金额；以及， 此外，前提是，任何满足《交易法》第13d-1 (b) (1) 条要求的提议人（仅因第13d-1 (b) (1) (1) 条而满足《交易法》第13d-1 (b) (1) 条要求的提议人除外），不得要求披露直接或间接持有、为利益或涉及的合成股票头寸该提议人作为对冲工具，以对该提议人在其正常交易过程中产生的真诚衍生品交易或头寸进行对冲作为衍生品交易商开展业务，(B) 该提议人是涉及公司或其任何高级管理人员或董事或公司任何附属公司的一方或重要参与者的任何未决或威胁要进行的重大法律诉讼，(C) 该提议人与公司或公司任何关联公司之间的任何其他实质性关系，(D) 该提议方的任何重大合同或协议中的任何直接或间接的重大利益公司或其任何关联公司的人员公司（在任何此类情况下，包括任何雇佣协议、集体谈判协议或咨询协议），（E）由普通合伙企业、有限合伙企业、有限责任公司或类似实体直接或间接持有的公司股份中的任何比例权益，或者任何此类提议人 (1) 是普通合伙人或直接或间接实益拥有该普通合伙企业或有限合伙企业普通合伙人的权益或 (2) 是经理或管理成员，或者直接或间接以实益方式拥有此类有限责任公司或类似实体的经理或管理成员的权益，(F) 该提议人打算或属于该集团的陈述，该提议人打算向持有人提供委托书或委托书形式的至少相当于批准或通过该提案或以其他方式向股东征求支持该提案所需的已发行股本百分比的委托书或委托书，以及 (G) 与此类提案有关的任何其他信息被要求成为的提议人在委托书或其他文件中披露，该提议人为支持根据《交易法》第14（a）条提议提交的业务而请求代理人或同意时必须提交的委托书或其他文件中披露（根据前述条款（A）至（G）作出的披露被称为”须予披露的权益”); 但是，前提是，该可披露权益不应包括与任何经纪商、交易商、商业银行、信托公司或其他被提名人的普通业务活动有关的任何此类披露，这些被提名人仅因成为股东而被指示代表受益所有人准备和提交本章程所要求的通知；以及
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(iii) 对股东提议提交股东大会审议的每项业务（A）提议在股东大会提交审议的业务的简要描述、在股东大会进行此类业务的原因以及每位提议人对该业务的任何重大利益、（B）提案或业务的内容（包括提议考虑的任何决议的内容，以及如果此类业务包括提议修改公司章程的内容，应包括修改提案的语言），以及（C）在与此类业务的提议有关的情况下，对于所有提议人之间的任何协议、安排和谅解（x）或者提议人之间的协议、安排和谅解（y），包括他们的姓名；和（D）与该业务有关的其他任何应在根据《交易所法》第14(a)条要求的代理文件或其他必要提交的申请中披露的业务相关信息； provided, however此段（iii）要求的披露不应包括与任何代理人、经纪人、商业银行、信托公司或其他提名人有关的披露，其仅因成为按照公司章程指定准备和提交通知的股东而成为提议人。
根据本第2.4节的目的，“提议人”一词指的是：（i）提供拟提请年度股东大会审议的业务通知的股东及其关联方或联合行动人员，（ii）提请年度股东大会审议的业务通知实际受益所有人或实际受益所有人，如果不同的话，以及其关联方或联合行动人员，或者其他与之共同行动者，（iii）与该股东在此类征求意见中（按照第4A表第3项指示3(a)(ii)-(vi)的定义）参与者；（B）“关联方”和“关联公司”一词分别具有《证券交易法》第120亿.2条下规定的含义，但是要提供，定义中使用的“合伙人”一词不包括未参与相关合伙企业管理的有限合伙人，定义中使用的“注册申请人”还应被视为包括在本第2.4节、第2.5节或第2.6节下提出通知（或代表其提出通知的受益所有人）的任何股东；和（C）“共同行动”一词指的是根据协议或谅解（无论形式或非正式）实际上相互配合或采取行动以实现与公司管理、治理或控制相关的共同目标的人（应理解为宣布打算仅投票支持候选人或递交可撤销委托书给提请在此类情况下通知的股东或任何受益所有人的人不被视为与该股东或任何受益所有人共同行动）。
(d)    A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the secretary of the Corporation at the principal executive offices of the Corporation, in accordance with Section 2.19 of these bylaws, not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business
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会议日期之前的天数，或如可能的话，会议的任何延期或推迟日期（如果不可能的话，则在会议被延期或推迟到的日期之前的第一个可能的日期）（就会议之前十（10）个工作日或任何延期或推迟之状况更新和补充而言）。 为避免疑问，根据本段或公司章程其他部分规定的更新和补充义务不得限制公司在股东提供的通知中存在的任何缺陷的权利，不得延长此处适用的任何截止日期，也不得让之前已经提交通知的股东修改或更新任何提案或提交任何新提案，包括更改或增加拟提请股东大会的事项、业务或决议。
(e)尽管公司章程中有可能相悖的情况，但在年度会议上不得进行未根据第2.4节规定适当提出会议的业务。 会议主席应根据情况判断，确定该业务未按照第2.4节的规定适当提出会议，如果他/她做出这样的判断，他/她将向会议宣布，并且任何未按照规定提出会议的业务将不得被处理。
本2.4节明确旨在适用于除根据交易所法案第14a-8条规定并纳入公司代理声明外的由股东大会提出的任何业务。除了本2.4节针对任何拟提请股东大会审议的业务的要求外，每位提议人还必须遵守交易所法案相关要求。本2.4节的任何规定均不影响股东根据交易所法案第14a-8条请求将提案纳入公司代理声明的权利。
(g) 根据这些章程的目的，“公开披露”指的是通过国家新闻服务报道的新闻稿或者由公司根据《证券交易委员会法》第13条、第14条或第15(d)条公开提交给证券交易委员会的文件。
2.5    董事提名的提前通知程序。
(a)股东大会或特别会议（但仅当董事选举是由召集或按照召集特别会议的通知中指明的事项时）任何人提名董事候选人的时间仅限于会议当天，只能由（i）董事会或董事会、委员会或董事会或这些章程授权的任何人按照董事会的指示提名，在场亲自出席的股东（A）在本节2.5中规定提供通知的时间和会议召开时，（B）有权在会议上投票且（C）已符合本节2.5和本节2.6的规定。对于本节2.5，“当面出席”指的是提议将业务提交公司会议的股东或该股东的合格代表出席该会议。所谓“所有板块”是指提议的股东的正式授权的管理人员、经理或合伙人或任何其他经由该股东签署的书面文件或由该股东交付的电子传输授权的其他人在股东会议上代表该股东行使投票权的人。
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这样的人必须在股东大会上提交这样的书面或电子文件，或者书面或电子文件的可靠复制。上述(ii)条款将是股东在年度大会或特别大会上提名个人进入董事会的唯一方式。
(b) (i) 股东若要在年度股东大会上对董事会进行任何提名，必须（1）按照本公司章程第2.4(b)节定义的“适时通知”书面形式提供通知，并且内容格式正确，（2）按照第2.5节和第2.6节规定的有关该股东及其提名候选人所需提供的信息、协议和问卷表提供并（3）根据第2.5节和第2.6节要求的时间和形式提供通知的更新或补充。
(ii) 若董事选举是由召集特别股东大会的人指定在通知大会中的事项之一，那么股东要在特别会议上对董事会进行任何候选人提名，股东必须（i）书面及规范地向公司秘书提供及时的通知，交至公司的主要执行办公室，（ii）按照本第2.5节和第2.6节的要求提供有关股东及其候选人的信息，并（iii）按照本第2.5节规定的时间和形式提供更新或补充这样的通知。 股东针对将在特别会议上作出的提名的通知要及时交至公司的主要执行办公室，或应经邮寄且送达，并符合这些公司章程第2.19节的规定，不得早于距离此类特别会议120天闭市时间结束之日，且不得晚于距离此类特别会议90天闭市时间结束之日或者，如果较晚，则不得晚于第一次公开披露(如所述于这些公司章程第2.4(g)节)有关该特别会议日期的日子十天(第10天)之后。
在任何情况下，年度大会或特别会议的休会或延期或其公告均不会开始新的时间期限（或延长任何时间期限）以便提前发布股东通知，如上述所述。
在任何情况下，提名人不得向股东大会提供有关董事候选人的及时通知，超过适用股东大会上将选举的董事人数。如果公司在此类通知后增加将在会议上选举的董事人数，任何额外提名者的通知应在以下时间内到期（i）及时通知的时间周期结束后，（ii）这些章程第2.5(b)(ii)节中规定的日期，或（iii）(2.4(g)节中定义的公开披露日期后第十(10)天。
(c) 根据本第2.5节的规定，股东向公司秘书发出通知应符合适当形式，应明确列明：
(i) 对于每位提名人（如下文所定义），股东信息（如本章程第2.4(c)(i)节所定义）不过对于本第2.5节而言，
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在2.4(c)(i)的所有地方，“提名人”一词应替换为“推荐人”一词；
(ii)对于每位提名人，任何可披露利益（如第2.4（c）（ii）中定义，但在本2.5条中，“提名人”一词应替换为这些章程中第2.4（c）（ii）出现的所有地方中的“提议人”一词，并且应就将在会议上提交的业务披露在第2.4（c）（ii）节中大选时作出。) 企业或非公司子公司欠公司或公司子公司的债务或其他义务所担保的抵押品；，即，除了包括第2.4（c）（ii）（F）中列明的信息外，提名人就本2.5节目的通知应包括《交易所法》下14a-19规则第（b）段要求向公司提供的通知中要包括的信息，包括声明该人意图征求持有代表至少67%有权对董事选举进行表决的股份的股东支持提名候选人，而不是公司提名的候选人。
(iii) 对于提名人提议提名参选董事的每位候选人，(A) 如果提名候选人是提名人，则根据本第 2.5 节要求在股东通知中列出的与该提名候选人有关的所有信息；(B) 与该提名候选人有关的所有信息，这些信息必须在委托书或其他必须提交的文件中披露与在有争议的选举中请求代理人选举董事有关根据《交易法》第14（a）条（包括该候选人书面同意在委托书和随附的代理卡中被提名为被提名人，如果当选，则可担任整个任期的董事），(C) 描述任何提名人与每位提名候选人或其各自的同事或任何其他参与者之间的任何重大合同或协议中的任何直接或间接的重大利益另一方面，此类招标，包括但不限于所有信息如果该提名人是该规则所指的 “注册人”，而提名候选人是该注册人的董事或执行官，则必须根据第S-k条第404项进行披露（根据前述条款（A）至（C）作出的披露称为”被提名人信息”）和（D）本章程第 2.6 节中规定的已填写并签署的调查问卷、陈述和协议。
（为了本第2.5条目的目的，“提名人“股东”指(i)在会议上提名的股东，(ii)提名在会议上提出的股东的受益所有者或受益所有者（如果不同），以及(iii)参与此类征求意见的任何其他参与者。
(d) 股东提名任何议案进行提名的通知，如有必要，应进一步更新和补充该通知，以使根据本第2.5条款在该通知中提供或应提供的信息在股东资格股份持有人持有会议表决权利的记录日期和会议当天或其延期或推迟的十（10）个工作日前的日期为准，此更新和补充应根据公司章程第2.19条的规定交付给或邮寄并收到公司秘书，在公司主执行办公室应在会议之日不迟于五（5）天之前递交。
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在股东有权投票参加会议的记录日期后的营业日内（如果需要在该记录日期作出更新和补充的情况下），并且不迟于会议日期之前的八（8）个营业日，或者如可能的话，任何会议的休会或延期之前的八(8)个营业日前的某一天（如果不太可能的话，就在会议被休会或延期至的日期之前的第一个可行日期进行更新和补充（在需要在会议之前的十（10）个营业日或任何休会或延期之前作出更新和补充的情况下）。为避免疑问，根据本段或章程中任何其他部分规定的更新和补充义务，不应限制公司在向股东提供任何通知中存在的任何不足，延长本文件中适用的任何最后期限，或使或被视为允许此前根据本条款提交通知的股东修正或更新提名或提出任何新提名。
(e) 根据本第2.5节对于会议中拟提名人的要求，每位提名人应当遵守交易所法案的所有适用要求。此外，尽管本第2.5节或第2.6节的规定，除非法律另有要求，(i) 股东不得在未遵守交易所法案下所制定的第14a-19条规则的前提下，拉票支持除公司提名外的董事候选人，(ii) 若任何股东提供根据交易所法案第14a-19(b)规则要求的信息通知，并且随后未能遵守根据交易所法案制定的第14a-19(a)(2)或第14a-19(a)(3)规则的要求，包括及时向公司提供有关提名事项通知要求，或未及时提供足以满足公司相信提名人已按照第14a-19(a)(3)规则的要求的合理证明，那么每位由该股东提名递交要求选举或连任的董事候选人的提名将被忽视，尽管该候选人被纳入公司的代理人声明、会议通知或任何年度股东大会的其他代理资料（或其补充），并且已收到关于该候选人提名选举的代理人或投票（这种代理人和投票将被忽视）。若任何股东向公司提供根据交易所法案第14a-19(b)规则要求的信息通知，该股东应在适用会议前5个工作日内向公司提供有关其已满足根据交易所法案第14a-19(a)(3)规则的要求的合理证据。

2.6 董事候选人提名的其他要求，如果当选，将作为董事就职。
(a) 为了有资格在公司的年度或特别会议上被提名为董事候选人，候选人必须根据公司章程2.5节规定的方式被提名，并且候选人提名，不论是由董事会提名还是由持股记录的股东提名，都必须事先交付（按照董事会或代表董事会向该候选人发出的通知规定的交付时间），交付至公司的秘书处在公司的主要执行办公室， (i) 一份填写完整的书面调查问卷（由公司根据持股记录股东的书面要求提供的形式）关于
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background, qualifications, stock ownership and independence of such proposed nominee and (ii) a written representation and agreement (in the form provided by the Corporation upon written request of any stockholder of record therefor) that such candidate for nomination (A) is not and, if elected as a director during his or her term of office, will not become a party to (1) any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) or (2) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed to the Corporation, and (C) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to directors and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect), and (D) if elected as director of the Corporation, intends to serve the entire term until the next meeting at which such candidate would face re-election.
(b)    The Board may also require any proposed candidate for nomination as a director to furnish such other information as may reasonably be requested by the Board in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon in order for the Board to determine the eligibility of such candidate for nomination to be an independent director of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines.
(c)    A candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Section 2.6, if necessary, so that the information provided or required to be provided pursuant to this Section 2.6 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the secretary of the Corporation at the principal executive offices of the Corporation, in accordance with Section 2.19 of these bylaws, not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business or resolutions proposed to be brought before a meeting of the stockholders.
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(d)    No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating Person seeking to place such candidate’s name in nomination has complied with Section 2.5 and this Section 2.6 of these bylaws, as applicable. The chair of the meeting or a presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with this Article II, and if he or she should so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.
(e)    Notwithstanding anything in these bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation unless nominated and elected in accordance with this Section 2.
2.7    NOTICE OF STOCKHOLDERS’ MEETINGS.
Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in accordance with either Section 2.8 or Section 8.1 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting (in accordance with Section 232 of the DGCL). The notice shall specify the place, if any, date and hour of the meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
2.8    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
Notice of any meeting of stockholders shall be deemed given:
(a)    if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the Corporation’s records; or
(b)    if electronically transmitted, as provided in Section 8.1 of these bylaws.
An affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or any other agent of the Corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
2.9    QUORUM.
Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of the capital stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A
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quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (a) the chairperson of the meeting or (b) a majority in voting power of the stockholders entitled to vote thereon, present in person, or by remote communication, if applicable, or represented by proxy, shall have the power to adjourn the meeting from time to time in the manner provided in Section 2.10 of these bylaws until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.
2.10    ADJOURNED MEETING; NOTICE.
Any meeting of stockholders, whether annual or special, may be adjourned from time to time to any other time or place, if any, either by the chairperson of the meeting or, if directed to be voted on by the chairperson of the meeting, by a majority in voting power of the capital stock issued and outstanding, present in person, or by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote thereon, regardless of whether a quorum is present, at any time and for any reason. When a meeting is adjourned to another time or place (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (a) announced at the meeting at which the adjournment is taken, (b) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication, (c) set forth in the notice of meeting given in accordance with the provisions of this Article II, or (d) are provided in any other manner permitted by the DGCL. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date for determining the stockholders entitled to vote is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting as of the record date for determining the stockholders entitled to notice of the adjourned meeting.
2.11    CONDUCT OF BUSINESS.
The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to postpone, convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures (which need not be in writing) and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding person of the meeting, may include,
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without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present (including, without limitation, rules and procedures for removal of disruptive persons from the meeting); (c) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation of any of the rules, regulations or procedures of the meeting, whether adopted by the Board or prescribed by the person presiding over the meeting), shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
2.12    VOTING.
The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.13 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.
Except as may be otherwise provided in the Certificate of Incorporation or these bylaws, each stockholder shall be entitled to one (1) vote for each share of capital stock held by such stockholder in respect of each matter upon which a vote is to be taken.
Except as otherwise provided by the Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum is present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise provided by the Certificate of Incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, all other matters presented to the stockholders at a duly called or convened meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions and broker non votes) by the holders entitled to vote on such matter.
2.13    STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.
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2.14    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING.
In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
2.15    PROXIES.
Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. The authorization of a person to act as a proxy may be documented, signed and delivered in accordance with Section 116 of the DGCL, provided that such authorization shall set forth, or be delivered with information, enable the Corporation to determine, the identity of the stockholder granting such authorization.
Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which color shall be reserved for the exclusive use of the Board.
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2.16    LIST OF STOCKHOLDERS ENTITLED TO VOTE.
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 (provided, however, 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 day before the date of 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. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days ending on the day before the stockholder meeting date: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Except as otherwise provided by law, the stock ledger shall be the only evidence as to the identity of the stockholders entitled to vote in person or by proxy and the number of shares held by each of them, and as to the stockholders entitled to examine the list of stockholders.
2.17    POSTPONEMENT AND CANCELLATION OF MEETING.
Any previously scheduled annual or special meeting of the stockholders may be postponed or rescheduled, and any previously scheduled annual or special meeting of the stockholders may be canceled, by resolution of the Board at any time, before or after notice of such meeting has been sent to the stockholders of the Corporation, upon public notice given prior to the time previously scheduled for such meeting.
2.18    INSPECTORS OF ELECTION.
Before any meeting of stockholders, the Board shall appoint an inspector or inspectors of election to act at the meeting or its adjournment or postponement and make a written report thereof. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Such inspectors shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.
2.19    DELIVERY TO THE CORPORATION
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Whenever this Article II requires one or more persons (including a record or beneficial owner of shares of the Corporation) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), such document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered to the principal executive offices of the Corporation exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered. For the avoidance of doubt, except as permitted in Section 2.15 of these bylaws, the Corporation expressly opts out of Section 116 of the DGCL with respect to the delivery of information and documents to the Corporation required by this Article II.
ARTICLE III - DIRECTORS
3.1    POWERS.
Subject to the provisions of the DGCL and any limitations in the Certificate of Incorporation relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board.
3.2    NUMBER OF DIRECTORS.
The authorized number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of at least one (1) member. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
3.3    ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.
Except as provided in Section 3.4 of these bylaws, each director, including, without limitation, a director elected to fill a vacancy or newly created directorships, shall hold office until the expiration of the term of the class, if any, for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the Certificate of Incorporation or these bylaws. The Certificate of Incorporation or these bylaws may prescribe other qualifications for directors.
If so provided in the Certificate of Incorporation, the directors of the Corporation shall be divided into three (3) classes.
3.4    RESIGNATION AND VACANCIES.
Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation at its principal executive offices or to the chairperson of the Board, the chief executive officer, the president or the secretary of the Corporation. The resignation shall take effect at the time specified therein or upon the happening of an event
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specified therein, and if no time or event is specified, at the time of its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.
Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors shall, unless the Board determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class, if any, of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. A vacancy in the Board shall be deemed to exist under these bylaws in the case of the death, removal or resignation of any director.
3.5    PLACE OF MEETINGS; MEETINGS BY TELEPHONE.
The Board may hold meetings, both regular and special, either within or outside the State of Delaware.
Unless otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any 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 such participation in a meeting pursuant to this bylaw shall constitute presence in person at the meeting.
3.6    REGULAR MEETINGS.
Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board; provided that any director who is absent when such determination is made shall be given notice of the determination. A regular meeting of the Board may be held without notice immediately after and at the same place as the annual meeting of stockholders.
3.7    SPECIAL MEETINGS; NOTICE.
Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or a majority of the total number of directors then in office (regardless of vacancies).
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Notice of the time and place of special meetings shall be:
(a)    delivered personally by hand, by courier or by telephone;
(b)    sent by United States first-class mail, postage prepaid;
(c)    sent by facsimile or electronic mail; or
(d)    sent by other means of electronic transmission (including, without limitation, calendar invitation by electronic invitation),
directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, or other address for electronic transmission, as the case may be, as shown on the Corporation’s records.
If the notice is (a) delivered personally by hand, by courier or by telephone, (b) sent by facsimile or (c) sent by electronic mail or other means of electronic transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting.
3.8    QUORUM.
The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors established by the Board pursuant to Section 3.2 of these bylaws shall constitute a quorum of the Board for the transaction of business. The affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
3.9    BOARD ACTION BY CONSENT WITHOUT A MEETING.
Unless otherwise restricted by the Certificate of Incorporation or these bylaws, 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. Any such consent may be documented, signed and delivered in any manner permitted by Section 116 of the DGCL. After any such action is taken, the writing or writings or electronic transmission or transmissions relating thereto shall be filed with the minutes of proceedings of the Board or 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.
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3.10    FEES AND COMPENSATION OF DIRECTORS.
Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors.
3.11    REMOVAL OF DIRECTORS.
Subject to the rights of the holders of the shares of any series of Preferred Stock, the Board or any individual director may be removed from office only for cause and only by the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon.
ARTICLE IV - COMMITTEES
4.1    COMMITTEES OF DIRECTORS.
The Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one (1) 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 a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board 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 to (a) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (b) adopt, amend or repeal any bylaw of the Corporation.
4.2    COMMITTEE MINUTES.
Each committee shall keep regular minutes of its meetings and report the same to the Board when required.
4.3    MEETINGS AND ACTION OF COMMITTEES.
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(a)    Section 3.5 of these bylaws (place of meetings and meetings by telephone);
(b)    Section 3.6 of these bylaws (regular meetings);
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(c)    Section 3.7 of these bylaws (special meetings and notice);
(d)    Section 3.8 of these bylaws (quorum);
(e)    Section 3.9 of these bylaws (action without a meeting); and
(f)    Section 7.12 of these bylaws (waiver of notice),
with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:
(i)    the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(ii)    special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
(iii)    the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
ARTICLE V - OFFICERS
5.1    OFFICERS.
The officers of the Corporation shall include a president and a secretary. The Corporation may also have a chief executive officer, a chief financial officer or treasurer, one (1) or more vice presidents, one (1) or more assistant vice presidents, one (1) or more assistant treasurers, one (1) or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person. If determined by the Board, the chairperson (or any vice chairperson) of the Board may be an officer of the Corporation.
5.2    APPOINTMENT OF OFFICERS.
All officers of the Corporation whose responsibilities include participation in major policy making functions of the Corporation, including any such officers determined to be an “executive officer,” as such term is defined under Rule 3b-7 of the Exchange Act, or an “officer,” as such term is defined under Rule 16a-1(f) of the Exchange Act (the “executive officers”), shall be appointed by the Board, subject to the rights, if any, of an executive officer under any contract of employment.
5.3    SUBORDINATE OFFICERS.
All officers that are not executive officers, including vice presidents, assistant vice presidents, assistant treasurers and other officers (the “subordinate officers”), and any such
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agents as the business of the Corporation may require, may be appointed by the Board, by the chief executive officer of the Corporation, or in the absence of a chief executive officer, by the then acting president of the Corporation, or by any other officer to whom the Board has conferred such authority. Each of such subordinate officers and agents shall hold office for such period, have such authority, and perform such duties as the Board, the chief executive officer (or the president in his or her absence) or any other officer upon whom the Board has conferred such authority may from time to time determine.
5.4    REMOVAL AND RESIGNATION OF OFFICERS.
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board or, except in the case of an executive officer or any other officer chosen by the Board, by the chief executive officer (or the president in his or her absence) or by any other officer upon whom such power of removal may be conferred by the Board.
Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
5.5    VACANCIES IN OFFICES.
Any vacancy occurring in any office of the Corporation shall be filled by the Board, or as provided in Section 5.3 of these bylaws.
5.6    REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The chief executive officer, the president, any vice president, the treasurer, the secretary or assistant secretary of this Corporation, or any other person authorized by the Board or the chief executive officer or the president or a vice president, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all securities of any other entity or entities standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.
5.7    AUTHORITY AND DUTIES OF OFFICERS.
All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board, the chief executive officer of the Corporation (or the president in his or her absence), or by any officer upon whom the Board has conferred such authority, and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board or the chief executive officer, as applicable.
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ARTICLE VI - RECORDS AND REPORTS
6.1    MAINTENANCE OF RECORDS.
The Corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books and other records.
ARTICLE VII - GENERAL MATTERS
7.1    EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.
The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
7.2    CERTIFICATED AND UNCERTIFICATED STOCK; PARTLY PAID SHARES.
The shares of the Corporation shall be represented by certificates or shall be uncertificated. The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock represented by a certificate shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers of the Corporation in a manner that complies with Section 158 of the DGCL (it being understood that each of the chief executive officer, the president, any vice president, the treasurer, any assistant treasurer, the secretary or any assistant secretary of the Corporation shall be an authorized person for purposes of signing certificates in the name of the Corporation representing the number of shares registered in certificate form). Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the
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declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.
7.3    SPECIAL DESIGNATION ON CERTIFICATES.
If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
7.4    LOST CERTIFICATES.
Except as provided in this Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. 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 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.
7.5    CONSTRUCTION; DEFINITIONS.
Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.
7.6    DIVIDENDS.
The Board, subject to any restrictions contained in either (a) the DGCL or (b) the Certificate of Incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.
The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such
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purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.
7.7    FISCAL YEAR.
The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.
7.8    SEAL.
The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
7.9    TRANSFER OF STOCK.
Shares of the Corporation shall be transferable in the manner prescribed by law and in these bylaws. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred.
7.10    STOCK TRANSFER AGREEMENTS.
The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.
7.11    REGISTERED STOCKHOLDERS.
The Corporation:
(a)    shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;
(b)    shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and
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(c)    shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
7.12    WAIVER OF NOTICE.
Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these bylaws.
7.13    ELECTRONIC SIGNATURES, ETC.
Any document, including, without limitation, any consent, agreement, certificate or instrument, required by the DGCL, the Certificate of Incorporation or these Bylaws to be executed by any officer, director, stockholder, employee or agent of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. All other contracts, agreements, certificates or instruments to be executed on behalf of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law.
ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION
8.1    NOTICE BY ELECTRONIC TRANSMISSION.
Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the Certificate of Incorporation or these bylaws, but subject to Section 232(e) of the DGCL, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these bylaws shall be effective if given by (a) electronic mail to such person’s electronic mail address as it appears on the Corporation’s records, with a prominent legend that the communication is an important notice regarding the Corporation, or (2) any other form of electronic transmission consented to by the stockholder to whom the notice is given. Any consent provided pursuant to the foregoing clause (B) shall be revocable by the stockholder by written notice or electronic transmission to the Corporation. Any such consent shall be deemed revoked if:
(a)    the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent; and
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(b)    such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice.
However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
Any notice given pursuant to the preceding paragraph shall be deemed given:
(a)    if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;
(b)    if by electronic mail, when directed to the stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by Section 232(e) of the DGCL;
(c)    if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; and
(d)    if by any other form of electronic transmission, when directed to the stockholder.
An affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
8.2    DEFINITION OF ELECTRONIC TRANSMISSION.
For the purposes of these bylaws, “electronic transmission,” “electronic mail” and “electronic mail address” shall have the meaning given in Section 232 of the DGCL.
ARTICLE IX - INDEMNIFICATION
9.1    INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any director or officer of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines ERISA excise taxes or penalties and amounts paid in settlement) actually and
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reasonably incurred by such person in connection with any such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 9.4 of these bylaws, the Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized in the specific case by the Board.
9.2    INDEMNIFICATION OF OTHERS.
The Corporation shall have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.
9.3    PREPAYMENT OF EXPENSES.
The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.
9.4    DETERMINATION; CLAIM.
If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days, after a written claim therefor has been received by the Corporation the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
9.5    NON-EXCLUSIVITY OF RIGHTS.
The rights conferred on any person by this Article IX shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
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9.6    INSURANCE.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.
9.7    OTHER INDEMNIFICATION.
The Corporation’s obligation, if any, to indemnify or advance expenses to any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.
9.8    AMENDMENT OR REPEAL; INTERPRETATION.
The provisions of this Article IX shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these bylaws), in consideration of such person’s performance of such services, and pursuant to this Article IX the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article IX are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of theses bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these bylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.
Any reference to an officer of the Corporation in this Article IX shall be deemed to refer exclusively to the president, a chief executive officer, a chief financial officer, a treasurer appointed pursuant to Article V of these bylaws, and to any vice president, assistant secretary, assistant treasurer, or other officer of the Corporation appointed by (x) the Board pursuant to Article V of these bylaws or (y) an officer to whom the Board has delegated the power to appoint officers pursuant to Article V of these bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors (or equivalent
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governing body) of such other entity pursuant to the Certificate of Incorporation and bylaws (or equivalent organizational documents) of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise has been given or has used the title of “vice president” or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article IX.
9.9    DEFINITIONS.
Terms used in this Article IX and defined in Section 145(h) and Section 145(i) of the DGCL shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).
ARTICLE X - AMENDMENTS
The Board is expressly empowered to adopt, amend or repeal the bylaws of the Corporation. The stockholders also shall have power to adopt, amend or repeal the bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by the Certificate of Incorporation, such action by stockholders shall require the affirmative vote of the holders of at least two-thirds (2/3) in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon.

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Inari Medical, Inc.
Certificate of Amendment and Restatement of Bylaws




The undersigned hereby certifies that he or she is the duly elected, qualified, and acting Secretary of Inari Medical, Inc., a Delaware corporation (the “Corporation”), and that the foregoing bylaws were approved on October 25, 2024, effective as of October 25, 2024 by the Corporation’s Board of Directors.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 25th day of October 2024.

/s/ Angela Ahmad
Angela Ahmad
Secretary