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

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS. A. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, but in addition to any other vote required by applicable law, the following provisions of this Certificate of Incorporation may be amended, altered or repealed, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of at least 66 2/3% in voting power of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: this Article V, Article VI, Article VII, Article VIII, and Article IX. 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 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. Notwithstanding anything to the contrary contained in this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote of the stockholders, but in addition to any other vote of the holders of any class or series of capital stock of the Corporation required herein or by law, the affirmative vote 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 in order for the stockholders of the Corporation to alter, amend, repeal or rescind, 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. A. Notwithstanding anything 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 contraryright 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 other affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by applicable law, the following provisions of law or by this Certificate of Incorporation may be amended, altered or repealed, in whole or in part, or any provision inconsistent therewith or herewith may be adoptedCertificate of Designation filed with respect to a series of Preferred Stock, only by the affirmative vote of the holders of at least 66 2/32∕3% in of the voting power of all of the then-outstanding shares of stock of the Corporation entitled to vote thereongenerally in the election of directors, voting together as a single class: this , shall be required to alter, amend or repeal Article V, Article VI, Article VII, Article VIII, and this Article IX.X. B. In furtherance and not in limitation of the powers conferred by the DGCL, the Section 2. 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 of the Corporation (as in effect from time to time, the “Bylaws”) 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. Notwithstanding anything to The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the contrary contained in Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote of the stockholdersor no vote, but in addition to any other affirmative vote of the holders of any class or series of capital stock of the Corporation or any particular class or series thereof required herein by this Certificate of Incorporation (including any Certificate of Designation in respect of one or by more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2/32∕3% in of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereonat an election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal amend or rescindrepeal, 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. A. Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, but 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 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 other vote required by applicable law, the following provisions of in this Restated Certificate of Incorporation may be amended, altered altered, repealed or repealedrescinded, 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: this Article V, Article VI, Article VII, Article VIII, Article IX, Article X and Article IXXI(B). For the purposes of this 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”). 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, Directors is expressly authorized to make, repealamend, alter, amend and rescindchange, add to or repeal, in whole or in part, the 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 IncorporationRestated Certificate. Notwithstanding anything to the contrary contained in this Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote of 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 other vote of the holders of any class or series of capital stock of the Corporation required herein (including any certificate of 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% in voting power of all the then-then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, 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. A. Notwithstanding anything 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 are granted by and pursuant to the contrarythis Certificate of Incorporation in its current form or as hereafter 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 other affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required by applicable law, the following provisions of law or by this Certificate of Incorporation may be amended(including any Certificate of Designation in respect of one or more series of Preferred Stock), altered or repealed, 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 2/3662⁄3% in of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereonat an election of directors, voting together as a single class: this Article , shall be required to alter, amend or 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 IX. B. In furtherance and not in limitation of the powers conferred by the DGCL, the Section 2. 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 of the Corporation (as in effect from time to time, the “Bylaws”) 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. Notwithstanding anything to The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the contrary contained in Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote of the stockholdersor no vote, but in addition to any other affirmative vote of the holders of any class or series of capital stock of the Corporation or any particular class or series thereof required herein by this Certificate of Incorporation (including any Certificate of Designation in respect of one or by more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of at least 66 2/3% in the holders of majority of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereonat an election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal amend or rescindrepeal, 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. A. Notwithstanding anything 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 are granted by and pursuant to the contrarythis Certificate of Incorporation in its current form or as hereafter 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 other affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required by applicable law, the following provisions of law or by this Certificate of Incorporation may be amended(including any Certificate of Designation in respect of one or more series of Preferred Stock), altered or repealed, 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 of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereonat an election of directors, voting together as a single class: this Article , shall be required to alter, amend or 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 IX. B. In furtherance and not in limitation of the powers conferred by the DGCL, the Section 2. 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 of the Corporation (as in effect from time to time, the “Bylaws”) 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. Notwithstanding anything to The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the contrary contained in Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote of the stockholdersor no vote, but in addition to any other affirmative vote of the holders of any class or series of capital stock of the Corporation or any particular class or series thereof required herein by this Certificate of Incorporation (including any Certificate of Designation in respect of one or by more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2/3% in of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereonat an election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal amend or rescindrepeal, 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. A. Notwithstanding anything 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 are granted by and pursuant to the contrarythis Certificate of Incorporation in its current form or as hereafter 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 other affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required by applicable law, the following provisions of law or by this Certificate of Incorporation may be amended(including any Certificate of Designation in respect of one or more series of Preferred Stock), altered or repealed, 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 66⅔% of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereonat an election of directors, voting together as a single class: this Article , shall be required to alter, amend or 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 IX. B. In furtherance and not in limitation of the powers conferred by the DGCL, the Section 2. 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 of the Corporation (as in effect from time to time, the “Bylaws”) 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. Notwithstanding anything to The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the contrary contained in Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote of the stockholdersor no vote, but in addition to any other affirmative vote of the holders of any class or series of capital stock of the Corporation or any particular class or series thereof required herein by this Certificate of Incorporation (including any Certificate of Designation in respect of one or by more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2/3% in of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereonat an election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal amend or rescindrepeal, 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. A. Notwithstanding anything 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 are granted by and pursuant to the contrarythis Certificate of Incorporation in its current form or as hereafter 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 other affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required by applicable law, the following provisions of law or by this Certificate of Incorporation may be amended(including any Certificate of Designation in respect of one or more series of Preferred Stock), altered or repealed, 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 of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereonat an election of directors, voting together as a single class: , shall be required to alter, amend or repeal, or to adopt any provision inconsistent with, Articles V, VI, VII, VIII, IX, XI of this Certificate of Incorporation and this Article V, Article VI, Article VII, Article VIII, and Article IX.X. B. In furtherance and not in limitation of the powers conferred by the DGCL, the Section 2. 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 of the Corporation (as in effect from time to time, the “Bylaws”) 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. Notwithstanding anything to The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the contrary contained in Bylaws; provided, however, that notwithstanding any other provisions of this Certificate of Incorporation Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote of the stockholdersor no vote, but in addition to any other affirmative vote of the holders of any class or series of capital stock of the Corporation or any particular class or series thereof required herein by this Certificate of Incorporation (including any Certificate of Designation in respect of one or by more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2/3% in of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereonat an election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal amend or rescindrepeal, 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. A. Notwithstanding anything Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of 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 by and pursuant to this Amended and Restated Certificate of Incorporation in its current form or as hereafter amended are granted, subject to the contraryrights 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 other affirmative vote of the holders of any particular class or classes or series of stock required by applicable law, the following provisions of law or by this Amended and Restated Certificate of Incorporation may be amended(including any Certificate of Designation in respect of one or more series of Preferred Stock), altered or repealed, 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 of the 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 Articles V, VI, VII, VIII, IX or this Article V, Article VI, Article VII, Article VIII, and Article IX.X. B. In furtherance and not in limitation of the powers conferred by the DGCL, the Section 2. 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 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. Notwithstanding anything to the contrary contained in foregoing or any other provisions of this Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote of the stockholdersor no vote, but in addition to any other affirmative vote of the holders of any particular class or classes or series of capital stock of the Corporation required herein by law or by lawthis Amended and Restated Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the affirmative vote of the holders of at least 66 2/3% in of the 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 in order for the stockholders of the Corporation to alter, amend, repeal amend or rescindrepeal, 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. A. Notwithstanding anything contained in this Second Amended and Restated Certificate of Incorporation to the contrary, but in addition to any other vote required by applicable law, the following provisions of in this Second Amended and Restated Certificate of Incorporation may be amended, altered altered, repealed or repealedrescinded, 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 2/3662⁄3% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: this Article V, Article VI, Article VII, Article VIII, VIII and Article IX. For the purposes of this 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”). B. In furtherance and not in limitation of the powers conferred by the DGCL, the The Board of Directors, acting by the affirmative vote of directors constituting a majority of the total number of directors, Directors is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the 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. Notwithstanding anything to the contrary contained in this Second Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote of the stockholders, but in addition to any other vote of the holders of any class or series of capital stock of the Corporation required herein (including any certificate of 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 2/3662⁄3% 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 in order for the stockholders of the Corporation to alter, amend, repeal or rescind, 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. A. Notwithstanding anything Section 1. 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 law, and all rights and powers conferred herein on stockholders, directors and officers are subject to the contrarythis reserved 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 other 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 altered, repealed or repealedrescinded, 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 of the voting power of all the then-outstanding shares of voting stock of the Corporation entitled to vote thereon, voting together as a single class: this Article V, Article VI, Article VII, Article VIII, this Article X or Article XI. From and Article IX. B. In furtherance and not 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 limitation addition to any vote of the powers conferred holders of any class or series of stock required by the DGCLthis Certificate of Incorporation (including any certificate of designation in respect of one or more series of Preferred Stock) or applicable law, the Board following provisions of Directorsthis Certificate of Incorporation may be amended, acting 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 directors constituting 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 total number holders of directors, 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 of the Corporation (as in effect from time to time, the “Bylaws”) 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. Notwithstanding anything to the contrary contained in any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote of the stockholdersor no vote, but in addition to any other vote of the holders of any class or series of capital stock of the Corporation required herein by this Certificate of Incorporation (including any certificate of 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 2/3% in of the 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 in order for the stockholders of the Corporation to alter, amend, repeal or rescind, 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. A. Notwithstanding anything contained in this Certificate of Incorporation to or any provision of law that might otherwise permit a lesser vote of the contrarystockholders, but and in addition to any other vote required by applicable law, the following provisions of law or this Certificate of Incorporation may be amended(including any certificate of designation relating to any series of Preferred Stock), altered any amendment, alteration, repeal or repealedrescission, in whole or in part, of the following provisions in this Certificate of Incorporation (or the adoption of any provision inconsistent therewith or herewith may be adopted, only by herewith) shall require the affirmative vote of at least 66 2/3% in the holders of a majority of the voting power of all the then-then outstanding shares of stock Class A Common Stock of the Corporation entitled to vote thereon, voting together as a single class: this Article V, Article VI, Article VII, Article VIII, VIII and Article IX. B. In furtherance and not in limitation of the powers conferred by the DGCL, the The Board of Directors, acting by the affirmative vote of directors constituting a majority of the total number of directors, Directors is expressly authorized to make, repeal, alter, amend and rescindamend, change, add to, rescind or repeal, in whole or in part, the 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. Notwithstanding anything to the contrary contained in this Certificate of Incorporation or any provision of law which that might otherwise permit a lesser vote of the stockholders, but and in addition to any other vote of the holders of any class or series of capital stock of the Corporation required herein (including any certificate of designation relating to any series of Preferred Stock), by the Bylaws or by applicable law, the affirmative vote of at least 66 2/3% in the holders of a majority of the voting power of all the then-then outstanding shares of stock Class A Common Stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to amend, alter, amendrescind, repeal change, add or rescindrepeal, 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. A. Notwithstanding anything contained in this Second Amended and Restated Certificate of Incorporation to the contrary, but at any time when the Principal Stockholders (as defined in the Stockholders Agreement, dated as of April 27, 2021, by and among the Corporation and the Principal Stockholders (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Stockholders Agreement”)) 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 other vote required by applicable law, the following provisions of in this Second Amended and Restated Certificate of Incorporation may be amended, altered altered, repealed or repealedrescinded, 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% 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: this Article V, Article VI, Article VII, Article VIII, Article IX and Article IXX. For the purposes of this 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”). B. In furtherance and not in limitation of the powers conferred by the DGCL, the The Board of Directors, acting by the affirmative vote of directors constituting a majority of the total number of directors, Directors is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the 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. Notwithstanding anything to the contrary contained in this Second Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote of 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 other vote of the holders of any class or series of capital stock of the Corporation required herein (including any certificate of designation relating to any series of Preferred Stock), the Bylaws or by applicable law, the affirmative vote of the holders of at least 66 2/3% 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 in order for the stockholders of the Corporation to alter, amend, repeal or rescind, 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. A. Notwithstanding anything 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, 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 are granted by and pursuant to the contrarythis Second Amended and Restated Certificate of Incorporation in its current form or as hereafter 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 other affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required by applicable law, the following provisions of law or by this Second Amended and Restated Certificate of Incorporation may be amended(including any Certificate of Designation in respect of one or more series of Preferred Stock), altered or repealed, 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 of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereonat an election of directors, voting together as a single class: , shall be required to alter, amend or repeal, or to adopt any provision inconsistent with, Articles V, VI, VII, VIII, IX, XI of this Second Amended and Restated Certificate of Incorporation and this Article V, Article VI, Article VII, Article VIII, and Article IX.X. B. In furtherance and not in limitation of the powers conferred by the DGCL, the Section 2. 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 of the Corporation (as in effect from time to time, the “Bylaws”) 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. Notwithstanding anything to The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the contrary contained in Bylaws; provided, however, that notwithstanding any other provisions of this Second Amended and Restated Certificate of Incorporation Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote of the stockholdersor no vote, but in addition to any other affirmative vote of the holders of any class or series of capital stock of the Corporation or any particular class or series thereof required herein by this Second Amended and Restated Certificate of Incorporation (including any Certificate of Designation in respect of one or by more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2/3% in of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereonat an election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal amend or rescindrepeal, 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. A. Notwithstanding anything Section 1. 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 law, and all rights and powers conferred herein on stockholders, directors and officers are subject to the contrarythis reserved 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 other 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 altered, repealed or repealedrescinded, 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 of the voting power of all the then-outstanding shares of voting stock of the Corporation entitled to vote thereon, voting together as a single class: this Article V, Article VI, Article VII, Article VIII, this Article X or Article XI. From and Article IX. B. In furtherance and not 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 limitation addition to any vote of the powers conferred holders of any class or series of stock required by the DGCLthis Certificate of Incorporation (including any certificate of designation in respect of one or more series of Preferred Stock) or applicable law, the Board following provisions of Directorsthis Certificate of Incorporation may be amended, acting 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 directors constituting 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 total number holders of directors, 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 of the Corporation (as in effect from time to time, the “Bylaws”) 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. Notwithstanding anything to the contrary contained in any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote of the stockholdersor no vote, but in addition to any other vote of the holders of any class or series of capital stock of the Corporation required herein by this Certificate of Incorporation (including any certificate of 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 2/3% in of the 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 in order for the stockholders of the Corporation to alter, amend, repeal or rescind, 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. A. Notwithstanding anything 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 by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the contraryright reserved in this Article V. Notwithstanding anything to the contrary contained in this Certificate of Incorporation, but any other vote that may be required from time to time by applicable law, applicable stock exchange rule or the terms of any series of Preferred Stock and, with respect to Article IX only, in addition to any vote required by that certain Subscription Agreement, dated as 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 applicable law, the following provisions of this Certificate of Incorporation may be amendedor otherwise required by law, altered such alteration, amendment, repeal or repealed, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only adoption is approved by the affirmative vote of the holders of at least 66 2/3% fifty percent (50%) in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: this Article V, Article VI, Article VII, Article VIII, and Article IX. B. In furtherance and not in limitation of the powers conferred by the DGCL, the The Board of Directors, acting by the affirmative vote of directors constituting a majority of the total number of directors, Directors is expressly authorized to make, repeal, alter, amend and rescindamend, change, add to, rescind or repeal, in whole or in part, the 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. Notwithstanding anything to the contrary contained in this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote , that certain Stockholders Agreement of the stockholdersCorporation, but in addition to dated as of October [●], 2020, by and among the Corporation, Xxxxxxxxx Sponsor II LLC (the “Sponsor”), the Founder Holder (as defined therein) 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 “Stockholders Agreement”), or the Subscription Agreement. The affirmative vote of the holders of any class or series of capital stock of the Corporation required herein or by law, the affirmative vote of at least 66 2/3% fifty percent (50%) 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 in order for the stockholders of the Corporation to amend, alter, amendrescind, repeal change, add or rescindrepeal, 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. A. Notwithstanding anything 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, 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 are granted by and pursuant to the contrarythis Second Amended and Restated Certificate of Incorporation in its current form or as hereafter 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 other affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required by applicable law, the following provisions of law or by this Second Amended and Restated Certificate of Incorporation may be amended(including any Certificate of Designation in respect of one or more series of Preferred Stock), altered or repealed, 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 a majority of the voting power of all the then-then outstanding shares of capital stock of the Corporation entitled to vote thereonat an election of directors, voting together as a single class: , shall be required to alter, amend or repeal, or to adopt any provision inconsistent with, Articles V, VI, VII, VIII, IX, XI of this Second Amended and Restated Certificate of Incorporation and this Article V, Article VI, Article VII, Article VIII, and Article IX.X. B. In furtherance and not in limitation of the powers conferred by the DGCL, the Section 2. 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 of the Corporation (as in effect from time to time, the “Bylaws”) 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. Notwithstanding anything to The stockholders may also make, repeal, alter, amend or rescind, in whole or in part, the contrary contained in Bylaws; provided, however, that notwithstanding any other provisions of this Second Amended and Restated Certificate of Incorporation Incorporation, the Bylaws or any provision of law which might otherwise permit a lesser vote of the stockholdersor no vote, but in addition to any other affirmative vote of the holders of any class or series of capital stock of the Corporation or any particular class or series thereof required herein by this Second Amended and Restated Certificate of Incorporation (including any Certificate of Designation in respect of one or by more series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2/3% in two-thirds of the voting power of all the then-then outstanding shares of capital stock of the Corporation entitled to vote thereonat an election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal amend or rescindrepeal, 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. A. The Corporation reserves the right to amend or repeal this Certificate of Incorporation in the manner now or hereafter prescribed by statute and this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. Except as otherwise required 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 Incorporation, such amendment or repeal shall require the affirmative vote of the 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, but 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 the stock of the Corporation entitled to vote generally in the election of directors, in addition to any other vote required by applicable law, the following provisions of in this Certificate of Incorporation may be amended, altered altered, repealed or repealedrescinded, 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: this Article V, Article VI, Article VII, Article VIII, and Article IX. 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 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. Notwithstanding anything to the contrary contained in this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote of the stockholders, but in addition to any other vote of the holders of any class or series of capital stock of the Corporation required herein or by law, the affirmative vote 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 in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.