Amended and Restated Bylaws

ARTICLE I - Offices

Section 1.1 Registered office and agent

The registered office and registered agent in the State of Delaware will be as stated in the Certificate of Incorporation or subsequent filing made in accordance with law.

Section 1.2 Other offices

The Corporation may maintain offices and records within or outside Delaware as the Board determines, subject to applicable law and record-access obligations.

ARTICLE II - Stockholders

Section 2.1 Annual meetings

An annual meeting will be held for election of directors and other proper business on the date, time, place, or solely by remote communication fixed by the Board. Meetings may be held within or outside Delaware or by remote communication to the extent permitted by the DGCL.

Section 2.2 Special meetings

Special meetings may be called by the Chair, Chief Executive Officer, President, or Board, and by any other person granted that right in the Certificate of Incorporation. Only business stated in the notice may be conducted. The Board may postpone, reschedule, or cancel a meeting it called, subject to law and contractual rights.

Section 2.3 Notice

Written or electronic notice stating the date, time, place or remote means, record date where required, and special-meeting purpose will be given to each stockholder entitled to vote not fewer than 10 nor more than 60 days before the meeting, unless a different period is required by law.

Section 2.4 Quorum and adjournment

Unless law or the Certificate requires otherwise, holders of a majority of voting power entitled to vote, present in person, by remote participation, or by proxy, constitute a quorum. If a quorum is absent, the chair of the meeting or holders of a majority of voting power present may adjourn. Once established, a quorum is not broken by withdrawal unless required by law.

Section 2.5 Voting and proxies

Each share has the voting power provided in the Certificate. Directors are elected by plurality of votes cast unless the Certificate provides otherwise. Other matters are approved by a majority of voting power present and entitled to vote unless a greater vote is required. Proxies may be granted by writing or electronic transmission and remain valid for three years unless they provide otherwise.

Section 2.6 Organization and conduct

The Chair, or another person designated by the Board, will preside. The Secretary or designee will record proceedings. The presiding person may establish an agenda, maintain order, determine voting procedures, regulate participation, and adjourn the meeting, consistent with law, the Certificate, and these Bylaws.

Section 2.7 Record dates

The Board may fix record dates for notice, voting, consent, dividends, or other lawful action within the periods permitted by DGCL Section 213. If no record date is fixed, the statutory default applies.

Section 2.8 Stockholder list and inspectors

The Corporation will prepare and make available any stockholder list required by DGCL Section 219. The Board may appoint inspectors of election with authority provided by DGCL Section 231.

Section 2.9 Action without a meeting

Unless restricted by the Certificate, stockholders may act without a meeting by written or electronic consent meeting the requirements of DGCL Section 228. Prompt notice of action will be given where required.

Section 2.10 Remote communication

The Board may authorize remote participation if the Corporation implements reasonable measures to verify identity, provide a reasonable opportunity to participate and vote, and maintain records as required by DGCL Section 211.

ARTICLE III - Board of Directors

Section 3.1 Authority and number

The business and affairs of the Corporation are managed by or under the direction of the Board under DGCL Section 141. The Board will consist of one or more natural persons. The exact number will be fixed by Board resolution unless the Certificate fixes the number or manner of determination.

Section 3.2 Election and term

Directors are elected as provided in the Certificate and these Bylaws and serve until a successor is elected and qualified or earlier death, resignation, disqualification, or removal. No director must be a stockholder unless the Certificate or these Bylaws require it.

Section 3.3 Resignation and removal

A director may resign by written or electronic notice, effective on delivery or a specified later event. Directors may be removed as permitted by DGCL Section 141(k), the Certificate, and any voting rights of a class or series.

Section 3.4 Vacancies and newly created directorships

Unless the Certificate provides otherwise, vacancies and newly created directorships may be filled by a majority of directors then in office, even if less than a quorum, or by a sole remaining director, subject to DGCL Section 223 and any class rights.

Section 3.5 Regular and special meetings

Regular meetings may be held without additional notice at times fixed by the Board. Special meetings may be called by the Chair, Chief Executive Officer, President, Secretary at the request of two directors, or any two directors. Meetings may be held within or outside Delaware.

Section 3.6 Notice and waiver

Special-meeting notice will be given at least 24 hours in advance by telephone or electronic transmission or at least two days in advance by courier or mail, unless emergency circumstances reasonably require shorter notice. Notice may be waived in writing, by electronic transmission, or by attendance without timely objection.

Section 3.7 Quorum and vote

A majority of directors then in office constitutes a quorum unless the Certificate or these Bylaws lawfully require another number, which will not be fewer than one-third. The act of a majority present at a meeting with quorum is the act of the Board unless a greater vote is required.

Section 3.8 Remote participation

Directors may participate by conference telephone or other communications equipment through which all participants can hear each other, and participation constitutes presence.

Section 3.9 Action by consent

Unless restricted by the Certificate or these Bylaws, Board or committee action may be taken without a meeting by unanimous written or electronic consent filed with the minutes, as permitted by DGCL Section 141(f).

Section 3.10 Chair and Lead Independent Director

The Board may elect a Chair and define the Chair's duties. The Board may elect a Lead Independent Director to coordinate independent directors, executive sessions, agendas, information flow, and Board evaluation.

Section 3.11 Committees

The Board may establish committees consisting of one or more directors under DGCL Section 141(c), appoint alternates, authorize subcommittees, and delegate authority in a charter or resolution. No committee may exercise authority the DGCL reserves to the Board or stockholders.

Section 3.12 Compensation and reliance

The Board may fix director compensation subject to conflicts procedures. Directors and committee members are protected in good-faith reliance on records and qualified officers, employees, committees, and experts as provided by DGCL Section 141(e).

ARTICLE IV - Officers

Section 4.1 Offices

Officers may include a Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer, Vice Presidents, and other officers appointed by the Board. One person may hold multiple offices unless the Certificate or these Bylaws provide otherwise. An officer must be assigned responsibility to record stockholder and Board proceedings as required by DGCL Section 142.

Section 4.2 Appointment, term, removal, and vacancies

Officers are appointed by the Board or in a manner authorized by Board resolution. Each serves until a successor is appointed or earlier resignation or removal. The Board may remove an officer with or without cause, subject to contractual rights. Vacancies are filled by the Board or an authorized officer.

Section 4.3 Chief Executive Officer

The CEO has general supervision of the business, implements Board-approved strategy, manages within delegated authority, appoints personnel where authorized, and reports to the Board.

Section 4.4 President

The President performs duties assigned by the Board or CEO and, unless otherwise determined, oversees operations. If no President is appointed, the CEO may perform those duties.

Section 4.5 Chief Financial Officer and Treasurer

The CFO oversees financial affairs, accounting, internal financial controls, treasury, budgets, tax, and financial reporting. If no Treasurer is separately appointed, the CFO serves as Treasurer.

Section 4.6 Secretary

The Secretary maintains minutes, notices, stockholder and Board records, corporate governance documents, and the corporate seal if any; authenticates records; and performs other assigned duties.

Section 4.7 Other officers

Vice Presidents and other officers have duties assigned by the Board, CEO, or supervising officer consistent with these Bylaws.

ARTICLE V - Capital Stock

Section 5.1 Certificates and uncertificated shares

Shares may be certificated or uncertificated as determined by the Board and permitted by law. Certificates, if issued, will be signed as permitted by DGCL Section 158 and state legally required information.

Section 5.2 Transfers

Transfers will be registered on the Corporation's books upon receipt of proper instructions and compliance with law, the Certificate, these Bylaws, and valid transfer restrictions or agreements. The Corporation may treat the registered holder as owner except as law requires otherwise.

Section 5.3 Lost certificates

The Corporation may issue a replacement for a lost, stolen, or destroyed certificate on affidavit, bond, indemnity, or other terms the Corporation reasonably requires.

ARTICLE VI - Indemnification and Advancement

Section 6.1 Right to indemnification

To the fullest extent permitted by DGCL Section 145, the Corporation will indemnify each person who is or is threatened to be made a party to a proceeding because the person is or was a director or officer, or served another enterprise at the Corporation's request, against expenses, judgments, fines, and settlement amounts actually and reasonably incurred, subject to applicable standards and required determinations.

Section 6.2 Advancement

The Corporation will advance expenses to directors and officers to the fullest extent permitted by law upon receipt of any undertaking required by DGCL Section 145. The Board may authorize advancement to employees or agents on terms it determines.

Section 6.3 Nonexclusivity, insurance, and continuation

Rights are not exclusive of rights under the Certificate, agreement, vote, or law. The Corporation may purchase D&O insurance. Rights continue after service ends and benefit heirs and legal representatives. A later amendment may not impair rights concerning earlier acts unless the governing provision expressly permits it.

Section 6.4 Procedure

Requests will be decided by disinterested directors, an authorized committee, independent counsel, stockholders, or a court as permitted by law. The Corporation may enter indemnification agreements consistent with law.

ARTICLE VII - Conflicts and Related-Party Transactions

Directors and officers must disclose material interests. Transactions involving interested directors, officers, or controlling stockholders will be considered under DGCL Section 144, fiduciary duties, the Certificate, and Company policy. Interested persons may be counted for quorum only as law permits, and disinterested approval, stockholder approval, or fairness must be documented as appropriate.

ARTICLE VIII - Records, Notices, and Miscellaneous

Section 8.1 Books and records

Records may be kept in paper or electronic form if convertible into clearly legible form within a reasonable time. The Corporation will maintain records required by law and respond to proper inspection demands under DGCL Section 220.

Section 8.2 Notices and electronic transmission

Notices may be delivered by mail, courier, personal delivery, electronic mail, or other electronic transmission permitted by DGCL Sections 232 and 233. Waivers may be written or electronic.

Section 8.3 Fiscal year, seal, and execution

The Board determines the fiscal year. A seal is optional. Authorized officers may execute instruments and use electronic signatures as permitted by law and Board policy.

Section 8.4 Severability

If a provision is held invalid, the remaining provisions remain effective to the fullest extent possible.

ARTICLE IX - Forum for Internal Corporate Claims

Unless the Corporation consents in writing to another forum, the Delaware Court of Chancery is the exclusive forum for internal corporate claims as defined in DGCL Section 115. If that court lacks subject-matter jurisdiction, the U.S. District Court for the District of Delaware, or another Delaware state court with jurisdiction, will be the exclusive forum. This Article does not apply where prohibited by federal law or to claims for which exclusive federal jurisdiction cannot be displaced.

ARTICLE X - Amendments

Subject to the Certificate and DGCL Section 109, stockholders entitled to vote may adopt, amend, or repeal Bylaws. The Board may do so only if the Certificate grants that power. No amendment will retroactively impair vested indemnification or advancement rights to the extent prohibited by law.