展品3.14
第四次修訂和重簽章程的修正
第三次修訂的章程
的
NUWELLIS, INC.
第三次修訂並重新規定的章程（以下簡稱「章程」），有限公司Nuwellis, Inc.的，特此修訂如下，自2022年10月5日生效。規則”），特此修訂，自2022年10月5日生效。
1. Section 8 of ARTICLE III of the Bylaws is hereby amended and restated in its entirety to read as follows:
“法定人數. At all meetings of stockholders, except where otherwise
provided by statute or by the corporation’s Fourth Amended and Restated Certificate of Incorporation, as it may be amended from time to time (the 「公司章程」), or by
these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of one-third of the voting power of the outstanding shares of stock entitled to vote shall constitute a quorum for the
transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the voting power of the shares represented
thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum. Except as otherwise provided by statute or by applicable stock exchange rules, or by the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the
affirmative vote of the majority of voting power of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the subject matter shall be the act of the
stockholders. Except as otherwise provided by statute, or by applicable stock exchange rules, the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote
communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute,
or by applicable stock exchange rules, or by the Certificate of Incorporation or these Bylaws, one-third of the voting power of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable,
or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter. Except where otherwise provided by statute, or by applicable stock exchange rules, or by the Certificate of
Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication, if applicable, or represented by
proxy at the meeting shall be the act of such class or classes or series.”
2. 除非在此明確修改，章程將保持不變並且繼續有效。
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NUWELLIS, INC.
修改和重新制定章程的通過證明書
第三次修訂及重訂章程的修正
特此，本人證明自己是努威利斯公司的合法選舉、合格和實際上任秘書，一家特拉華州的公司，並且上述對第三次修訂及重訂章程的修正構成了對第三次修訂及重訂章程的全部修正，由董事會於2022年10月5日正式通過。
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/s/ Neil P. Ayotte
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尼爾·P·艾約特
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秘書
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