Common use of AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS Clause in Contracts

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein are granted by and pursuant to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by law or by this Certificate of Incorporation or any Certificate of Designation filed with respect to a series of Preferred Stock, the affirmative vote of the holders of at least 66 2∕3% of the voting power of all of the then-outstanding stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal Article V, Article VI, Article VII, Article VIII, and this Article X. Section 2. The Board is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required by this Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕3% of the voting power of the outstanding shares of stock entitled to vote at an election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend or repeal, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation Incorporation, in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein Persons are granted by and pursuant to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. amended. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series of capital stock of the Corporation thereof required by law or by this Certificate of Incorporation or (including any Certificate of Designation filed with in respect to a of one or more series of Preferred Stock), the affirmative vote of the holders of at least 66 2∕3662⁄3% of the voting power of all the outstanding shares of the then-outstanding stock of the Corporation entitled to vote generally in the at an election of directors, voting together as a single class, shall be required to alter, amend or repeal Article repeal, or to adopt any provision inconsistent with, Articles V, Article VI, Article VII, Article VIII, and X of this Certificate of Incorporation and this Article X.IX. Section 2. The Board is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required by this Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕3% majority of the voting power of the outstanding shares of stock entitled to vote at an election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend or repeal, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision A. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, but in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or addition to any other persons herein are granted vote required by and pursuant to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to applicable law, the right reserved in this Article X. Notwithstanding any other following provisions of this Certificate of Incorporation may be amended, altered or repealed, in whole or in part, or any provision of law which might otherwise permit a lesser vote inconsistent therewith or no voteherewith may be adopted, but in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required only by law or by this Certificate of Incorporation or any Certificate of Designation filed with respect to a series of Preferred Stock, the affirmative vote of the holders of at least 66 2∕32/3% of the in voting power of all of the then-outstanding shares of stock of the Corporation entitled to vote generally in the election of directorsthereon, voting together as a single class, shall be required to alter, amend or repeal : this Article V, Article VI, Article VII, Article VIII, and this Article X.IX. Section 2. The B. In furtherance and not in limitation of the powers conferred by the DGCL, the Board of Directors, acting by the affirmative vote of directors constituting a majority of the total number of directors, is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, Notwithstanding anything to the contrary contained in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation, the Bylaws Incorporation or any provision of law which might otherwise permit a lesser vote or no voteof the stockholders, but in addition to any affirmative other vote of the holders of any class or series of capital stock of the Corporation required herein or any particular class or series thereof required by this Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕32/3% of the in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote at an election of directorsthereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend amend, repeal or repealrescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision A. Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, at any time when the Stockholder Parties (as defined in, and including any Person (as defined below) that from time to time becomes a Stockholder Party pursuant to the terms of, the Stockholders Agreement, dated [ ] (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Stockholders Agreement”),(together with their respective Affiliates, successors and permitted assigns, each, a “Stockholder Party”, and collectively the “Stockholder Parties”)) beneficially own, in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCLaggregate, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein are granted by and pursuant to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by law or by this Certificate of Incorporation or any Certificate of Designation filed with respect to a series of Preferred Stock, the affirmative vote of the holders of at least 66 2∕3less than 30% of the total voting power of all the then outstanding shares of the then-outstanding stock of the Corporation entitled to vote generally in the election of directors, in addition to any vote required by applicable law, the following provisions in this Restated Certificate may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to alter, amend or repeal : this Article V, Article VI, Article VII, Article VIII, Article IX, Article X and Article XI(B). For the purposes of this Article X.Restated Certificate, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 2. The B. In furtherance and not in limitation of the powers conferred by the DGCL, the Board of Directors is expressly authorized to make, repealamend, alter, amend and rescindchange, add to or repeal, in whole or in part, the Bylaws bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Restated Certificate. Notwithstanding anything to the contrary contained in this Restated Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote or no voteof the stockholders, but at any time when the Stockholder Parties beneficially own, in the aggregate, less than 30% of the total voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, in addition to any affirmative vote of the holders of any class or series of capital stock of the Corporation or any particular class or series thereof required by this Certificate of Incorporation herein (including any Certificate certificate of Designation in respect of one or more designation relating to any series of Preferred Stock), by the Bylaws or by applicable law, the affirmative vote of the holders of at least 66 2∕32/3% of the in voting power of all the then outstanding shares of stock of the Corporation entitled to vote at an election of directorsthereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend amend, repeal or repealrescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith. C. As used in this Article V and Article VIII only, the term “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person, and as used in this Article V and Article IX only, the term “Person” means any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or any other entity.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. A. The Corporation reserves the right to amend, alter, change amend or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute and this Certificate of Incorporation and the DGCLIncorporation, and all rights, preferences and privileges herein rights conferred upon stockholders, directors or any other persons stockholders herein are granted by and pursuant to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might reservation. Except as otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by law or by this Certificate of Incorporation or by applicable law, whenever any vote of the holders of stock of the Corporation is required to amend or repeal any provision of this Certificate of Designation filed with respect to a series of Preferred StockIncorporation, such amendment or repeal shall require the affirmative vote of the holders of at least 66 2∕3% majority of the outstanding shares of stock of the Corporation entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, at any time when the Partners and their Permitted Transferees (each as defined in that certain Investor Rights Agreement, dated as of June 4, 2021, by and among the GigCapital 4, Inc. a Delaware corporation and predecessor to the Corporation, the Partners, GigAcquisition4, LLC, a Delaware limited liability company (“Sponsor”), and any other parties thereto from time to time (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Investor Rights Agreement”)) beneficially own, in the aggregate, less than 50% in voting power of all of the then-outstanding stock of the Corporation entitled to vote generally in the election of directors, voting together as a single classin addition to any vote required by applicable law, shall the following provisions in this Certificate of Incorporation may be required to alteramended, amend altered, repealed or repeal Article V, Article VI, Article VII, Article VIII, and this Article X. Section 2. The Board is expressly authorized to make, repeal, alter, amend and rescindrescinded, in whole or in part, the Bylaws without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote inconsistent therewith or no voteherewith may be adopted, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required only by this Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕32/3% of the in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote at an election of directorsthereon, voting together as a single class: this Article V, shall be required in order for the stockholders of the Corporation to alter, amend or repeal, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.Article VI

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Second Amended and Restated Certificate of Incorporation Incorporation, in the manner now or hereafter prescribed by this Second Amended and Restated Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein Persons are granted by and pursuant to this Second Amended and Restated Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. amended. Notwithstanding any other provisions of this Second Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series of capital stock of the Corporation thereof required by law or by this Second Amended and Restated Certificate of Incorporation or (including any Certificate of Designation filed with in respect to a of one or more series of Preferred Stock), the affirmative vote of the holders of at least 66 2∕3% a majority of the voting power of all then outstanding shares of the then-outstanding capital stock of the Corporation entitled to vote generally in the at an election of directors, voting together as a single class, shall be required to alter, amend or repeal Article repeal, or to adopt any provision inconsistent with, Articles V, Article VI, Article VII, Article VIII, IX, XI of this Second Amended and Restated Certificate of Incorporation and this Article X. Section 2. The Board is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Second Amended and Restated Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Second Amended and Restated Certificate of Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required by this Second Amended and Restated Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕3% two-thirds of the voting power of the all then outstanding shares of capital stock of the Corporation entitled to vote at an election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend or repeal, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith. No Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. A. The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation (including any Preferred Stock), in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL, and, except as set forth in Article VII and Article XI, all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein are granted by and pursuant to this Certificate of Incorporation in its current present form or as hereafter amended are granted subject to the right reserved in this Article X. V. Notwithstanding any other provisions of anything to the contrary contained in this Certificate of Incorporation Incorporation, any other vote that may be required from time to time by applicable law, applicable stock exchange rule or the terms of any provision series of law which might otherwise permit a lesser vote or no votePreferred Stock and, but with respect to Article IX only, in addition to any affirmative vote required by that certain Subscription Agreement, dated as of the holders of any particular class or series of capital stock of October [●], 2020, by and among the Corporation and the [PIPE Holder] (the “Subscription Agreement”), no provision of Article VI, Article VII, Article IX, Article X, Article XI and this Article V may be altered, amended or repealed in any respect, nor may any provision or bylaw inconsistent therewith be adopted, unless, in addition to any other vote required by law or by this Certificate of Incorporation or any Certificate of Designation filed with respect to a series of Preferred Stockotherwise required by law, such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of at least 66 2∕3% of the fifty percent (50%) in voting power of all of the then-outstanding shares of stock of the Corporation entitled to vote generally in the election of directorsthereon, voting together as a single class, shall be required to alter, amend or repeal Article V, Article VI, Article VII, Article VIII, and this Article X.. Section 2. B. The Board of Directors is expressly authorized to make, repeal, alter, amend and rescindamend, change, add to, rescind or repeal, in whole or in part, the Bylaws bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote certain Stockholders Agreement of the holders Corporation, dated as of capital stock of October [●], 2020, by and among the Corporation or any particular class or series thereof required by this Certificate of Incorporation Corporation, Xxxxxxxxx Sponsor II LLC (including any Certificate of Designation in respect of one or more series of Preferred Stockthe “Sponsor”), the Bylaws Founder Holder (as defined therein) and any other parties thereto from time to time (as the same may be amended, supplemented, restated or applicable lawotherwise modified from time to time, the “Stockholders Agreement”), or the Subscription Agreement. The affirmative vote of the holders of at least 66 2∕3% of the fifty percent (50%) in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote at an election of directorsthereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to amend, alter, amend rescind, change, add or repeal, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith; provided, however, that no Bylaw hereafter adopted by the stockholders shall invalidate any prior act of the Board of Directors that was valid at the time of such act prior to the adoption of such Bylaw.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Second Amended and Restated Certificate of Incorporation Incorporation, in the manner now or hereafter prescribed by this Second Amended and Restated Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein Persons are granted by and pursuant to this Second Amended and Restated Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. amended. Notwithstanding any other provisions of this Second Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series of capital stock of the Corporation thereof required by law or by this Second Amended and Restated Certificate of Incorporation or (including any Certificate of Designation filed with in respect to a of one or more series of Preferred Stock), the affirmative vote of the holders of at least 66 2∕32/3% of the voting power of all the outstanding shares of the then-outstanding stock of the Corporation entitled to vote generally in the at an election of directors, voting together as a single class, shall be required to alter, amend or repeal Article repeal, or to adopt any provision inconsistent with, Articles V, Article VI, Article VII, Article VIII, IX, XI of this Second Amended and Restated Certificate of Incorporation and this Article X. Section 2. The Board is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Second Amended and Restated Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Second Amended and Restated Certificate of Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required by this Second Amended and Restated Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕32/3% of the voting power of the outstanding shares of stock entitled to vote at an election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend or repeal, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith. No Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation Incorporation, in the manner now or hereafter prescribed by this Amended and Restated Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein are granted stockholders by and pursuant to this Amended and Restated Certificate of Incorporation in its current form or as hereafter amended are granted granted, subject to the right rights reserved in this Article X. Notwithstanding the foregoing and notwithstanding any other provisions of this Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or classes or series of capital stock of the Corporation required by law or by this Amended and Restated Certificate of Incorporation or (including any Certificate of Designation filed with in respect to a of one or more series of Preferred Stock), the affirmative vote of the holders of at least 66 2∕32/3% of the voting power of all the outstanding shares of the then-outstanding stock of the Corporation entitled to vote generally in the election of directorsthereon, voting together as a single class, shall be required to alter, amend or repeal Article Articles V, Article VI, Article VII, Article VIII, and IX or this Article X. Section 2. The Board is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws without Bylaws. Notwithstanding the assent foregoing or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Amended and Restated Certificate of Incorporation, the Bylaws Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or classes or series thereof of stock required by law or by this Amended and Restated Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕32/3% of the voting power of the outstanding shares of stock entitled to vote at an election of directorsthereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend or repeal, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision A. Notwithstanding anything contained in this Second Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein are granted by and pursuant to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no votecontrary, but in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by law or by applicable law, the following provisions in this Second Amended and Restated Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any Certificate of Designation filed with respect to a series of Preferred Stockprovision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66 2∕3662⁄3% of the in voting power of all of the then-outstanding shares of stock of the Corporation entitled to vote generally in the election of directorsthereon, voting together as a single class, shall be required to alter, amend or repeal : this Article V, Article VI, Article VII, Article VIIIVIII and Article IX. For the purposes of this Second Amended and Restated Certificate of Incorporation, and this Article X.beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 2. B. The Board of Directors is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws amended and restated bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Second Amended and Restated Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, Notwithstanding anything to the contrary contained in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Second Amended and Restated Certificate of Incorporation, the Bylaws Incorporation or any provision of law which might otherwise permit a lesser vote or no voteof the stockholders, but in addition to any affirmative vote of the holders of any class or series of capital stock of the Corporation or any particular class or series thereof required by this Certificate of Incorporation herein (including any Certificate certificate of Designation in respect of one or more designation relating to any series of Preferred Stock), by the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕3662⁄3% of the in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote at an election of directorsthereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend amend, repeal or repealrescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision A. Notwithstanding anything contained in this Second Amended and Restated Certificate of Incorporation to the contrary, at any time when the Principal Stockholders (as defined in the manner now or hereafter prescribed Stockholders Agreement, dated as of April 27, 2021, by this Certificate of Incorporation and among the Corporation and the DGCLPrincipal Stockholders (as the same may be amended, and all rightssupplemented, preferences and privileges herein conferred upon stockholders, directors restated or any other persons herein are granted by and pursuant otherwise modified from time to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by law or by this Certificate of Incorporation or any Certificate of Designation filed with respect to a series of Preferred Stocktime, the affirmative vote of “Stockholders Agreement”)) do not beneficially own, in the holders of aggregate, at least 66 2∕3% a majority of the voting power of all of the then-outstanding stock of the Corporation entitled to vote generally in the election of directors, in addition to any vote required by applicable law, the following provisions in this Second Amended and Restated Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66⅔% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to alter, amend or repeal : this Article V, Article VI, Article VII, Article VIII, Article IX and Article X. For the purposes of this Article X.Second Amended and Restated Certificate of Incorporation, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 2. B. The Board of Directors is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Second Amended and Restated Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, Notwithstanding anything to the contrary contained in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Second Amended and Restated Certificate of Incorporation, the Bylaws Incorporation or any provision of law which might otherwise permit a lesser vote or no voteof the stockholders, but at any time when the Principal Stockholders do not beneficially own, in the aggregate, at least a majority of the voting power of the stock of the Corporation entitled to vote generally in the election of directors, in addition to any affirmative vote of the holders of any class or series of capital stock of the Corporation or any particular class or series thereof required by this Certificate of Incorporation herein (including any Certificate certificate of Designation in respect of one or more designation relating to any series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕3% of the 66⅔% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote at an election of directorsthereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend amend, repeal or repealrescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Subject to the provisions of this Article X, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCLlaw, and all rights, preferences rights and privileges powers conferred herein conferred upon on stockholders, directors or any other persons herein and officers are granted by and pursuant subject to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. power. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by law or by this Certificate of Incorporation (including any certificate of designation in respect of one or any Certificate of Designation filed with respect to a more series of Preferred Stock) or applicable law, the following provisions of this Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66 2∕32/3% of the voting power of all of the then-outstanding shares of voting stock of the Corporation entitled to vote generally in the election of directorsthereon, voting together as a single class, shall be required to alter, amend or repeal Article V, : Article VI, Article VII, Article VIII, and this Article X.X or Article XI. From and after the Trigger Event, notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of stock required by this Certificate of Incorporation (including any certificate of designation in respect of one or more series of Preferred Stock) or applicable law, the following provisions of this Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66 2/3% of the voting power of the then-outstanding shares of voting stock of the Corporation entitled to vote thereon, voting together as a single class: Section 6 of Article IV, or Article IX. For so long as any shares of Class B Common Stock are outstanding, (a) none of Section 5 or Section 10 of Article IV or Section 8 or Section 9 of Article IV (as they relate to the equal treatment of the Class B Common Stock) shall be waived, altered, amended or repealed (whether by merger, consolidation or otherwise), in whole or in part, without the unanimous vote of the holders of the outstanding shares of Class B Common Stock and (b) none of Section 3 of Article IV, Article V or this proviso of Article X shall be waived, altered, amended or repealed (whether by merger, consolidation or otherwise), in whole or in part, without (i) the affirmative vote of the holders of a majority in voting power of all the then-outstanding shares of Class A Common Stock plus (ii) the unanimous vote of the holders of the outstanding shares of Class B Common Stock. Section 2. The Board is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws without the assent consent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding Notwithstanding any other provisions of this Certificate of Incorporation, the Bylaws Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any class or series of capital stock of the Corporation or any particular class or series thereof required by this Certificate of Incorporation (including any Certificate certificate of Designation designation in respect of one or more series of Preferred Stock), by the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕32/3% of the voting power of the then-outstanding shares of stock of the Corporation entitled to vote at an election of directorsthereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend amend, repeal or repealrescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Corporation reserves A. In addition to any vote required by applicable law or this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock), the right to amendamendment, alteralteration, change repeal or repeal rescission of, in whole or in part, or the adoption of any provision contained inconsistent with, the following provisions in this Certificate of Incorporation in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein are granted by and pursuant to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by law or by this Certificate of Incorporation or any Certificate of Designation filed with respect to a series of Preferred Stock, shall require the affirmative vote of the holders of at least 66 2∕3% of the 66⅔% in voting power of all of the then-outstanding shares of stock of the Corporation entitled to vote generally in the election of directorsthereon, voting together as a single class, shall be required to alter, amend or repeal : this Article V, Article VI, Article VII, Article VIII, Article IX and this Article X.X(B). Section 2. B. The Board of Directors is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in In addition to any affirmative vote of the holders of any class or series of capital stock of the Corporation or any particular class or series thereof required by this Certificate of Incorporation (including any Certificate certificate of Designation in respect of one or more designation relating to any series of Preferred Stock), by the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕32/3% of the in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote at an election of directorsthereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend amend, repeal or repealrescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision A. Notwithstanding anything contained in this Certificate of Incorporation in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein are granted by and pursuant to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which that might otherwise permit a lesser vote or no voteof the stockholders, but and in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by applicable law or by this Certificate of Incorporation or (including any Certificate certificate of Designation filed with respect designation relating to a any series of Preferred Stock), any amendment, alteration, repeal or rescission, in whole or in part, of the following provisions in this Certificate of Incorporation (or the adoption of any provision inconsistent therewith or herewith) shall require the affirmative vote of the holders of at least 66 2∕3% a majority of the voting power of all the then outstanding shares of the then-outstanding stock Class A Common Stock of the Corporation entitled to vote generally in the election of directorsthereon, voting together as a single class, shall be required to alter, amend or repeal : this Article V, Article VI, Article VII, Article VIII, VIII and this Article X.IX. Section 2. B. The Board of Directors is expressly authorized to make, repeal, alter, amend and rescindamend, change, add to, rescind or repeal, in whole or in part, the Bylaws bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, Notwithstanding anything contained in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation, the Bylaws Incorporation or any provision of law which that might otherwise permit a lesser vote or no voteof the stockholders, but and in addition to any affirmative vote of the holders of any class or series of capital stock of the Corporation or any particular class or series thereof required by this Certificate of Incorporation herein (including any Certificate certificate of Designation in respect of one or more designation relating to any series of Preferred Stock), by the Bylaws or by applicable law, the affirmative vote of the holders of at least 66 2∕3% a majority of the voting power of all the then outstanding shares of stock Class A Common Stock of the Corporation entitled to vote at an election of directorsthereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to amend, alter, amend rescind, change, add or repeal, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation Incorporation, in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein Persons are granted by and pursuant to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. amended. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series of capital stock of the Corporation thereof required by law or by this Certificate of Incorporation or (including any Certificate of Designation filed with in respect to a of one or more series of Preferred Stock), the affirmative vote of the holders of at least 66 2∕32/3% of the voting power of all the outstanding shares of the then-outstanding stock of the Corporation entitled to vote generally in the at an election of directors, voting together as a single class, shall be required to alter, amend or repeal Article repeal, or to adopt any provision inconsistent with, Articles V, Article VI, Article VII, Article VIII, and X of this Certificate of Incorporation and this Article X.IX. Section 2. The Board is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required by this Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕32/3% of the voting power of the outstanding shares of stock entitled to vote at an election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend or repeal, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation Incorporation, in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein Persons are granted by and pursuant to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. amended. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series of capital stock of the Corporation thereof required by law or by this Certificate of Incorporation or (including any Certificate of Designation filed with in respect to a of one or more series of Preferred Stock), the affirmative vote of the holders of at least 66 2∕3% 66⅔% of the voting power of all the outstanding shares of the then-outstanding stock of the Corporation entitled to vote generally in the at an election of directors, voting together as a single class, shall be required to alter, amend or repeal Article repeal, or to adopt any provision inconsistent with, Articles V, Article VI, Article VII, Article VIII, and X of this Certificate of Incorporation and this Article X.IX. Section 2. The Board is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required by this Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕32/3% of the voting power of the outstanding shares of stock entitled to vote at an election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend or repeal, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation Incorporation, in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein Persons are granted by and pursuant to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. amended. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series of capital stock of the Corporation thereof required by law or by this Certificate of Incorporation or (including any Certificate of Designation filed with in respect to a of one or more series of Preferred Stock), the affirmative vote of the holders of at least 66 2∕32/3% of the voting power of all the outstanding shares of the then-outstanding stock of the Corporation entitled to vote generally in the at an election of directors, voting together as a single class, shall be required to alter, amend or repeal Article repeal, or to adopt any provision inconsistent with, Articles V, Article VI, Article VII, Article VIII, IX, XI of this Certificate of Incorporation and this Article X. Section 2. The Board is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required by this Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕32/3% of the voting power of the outstanding shares of stock entitled to vote at an election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend or repeal, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. Section 1. The Subject to the provisions of this Article X, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCLlaw, and all rights, preferences rights and privileges powers conferred herein conferred upon on stockholders, directors or any other persons herein and officers are granted by and pursuant subject to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. power. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by law or by this Certificate of Incorporation (including any certificate of designation in respect of one or any Certificate of Designation filed with respect to a more series of Preferred Stock) or applicable law, the following provisions of this Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66 2∕32/3% of the voting power of all of the then-outstanding shares of voting stock of the Corporation entitled to vote generally in the election of directorsthereon, voting together as a single class, shall be required to alter, amend or repeal Article V, : Article VI, Article VII, Article VIII, and this Article X.X or Article XI. From and after the Trigger Event, notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of stock required by this Certificate of Incorporation (including any certificate of designation in respect of one or more series of Preferred Stock) or applicable law, the following provisions of this Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66 2/3% of the voting power of the then-outstanding shares of voting stock of the Corporation entitled to vote thereon, voting together as a single class: Section 6 of Article IV, or Article IX. For so long as any shares of Class B Common Stock are outstanding, (a) none of Section 5 or Section 10 of Article IV or Section 8 or Section 9 of Article IV (as they relate to the equal treatment of the Class B Common Stock) shall be waived, altered, amended or repealed (whether by merger, consolidation or otherwise), in whole or in part, without the unanimous vote of the holders of the outstanding shares of Class B Common Stock and (b) none of Section 3 of Article IV, Article V or this proviso of Article X shall be waived, altered, amended or repealed (whether by merger, consolidation or otherwise), in whole or in part, without (i) the affirmative vote of the holders of a majority in voting power of all the then-outstanding shares of Class A Common Stock plus (ii) the unanimous vote of the holders of the outstanding shares of Class B Common Stock. Section 2. The Board is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws without the assent consent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of IncorporationIncorporation or the Stockholders Agreement. The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding Notwithstanding any other provisions of this Certificate of Incorporation, the Bylaws Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any class or series of capital stock of the Corporation or any particular class or series thereof required by this Certificate of Incorporation (including any Certificate certificate of Designation designation in respect of one or more series of Preferred Stock), by the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2∕32/3% of the voting power of the then-outstanding shares of stock of the Corporation entitled to vote at an election of directorsthereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend amend, repeal or repealrescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.