Common use of Annual Meetings Clause in Contracts

Annual Meetings. The date, time, and place of the regular annual meeting of the Company shall be set by the Directors. At each such meeting the Class B Member shall elect Directors (if applicable) and transact such other business as may properly be brought before the meeting. No business may be transacted at an annual meeting of Class B Members, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Directors, (b) otherwise properly brought before the annual meeting by or at the direction of the Directors, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 4.7(b). In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a Class B Member, such Class B Member must have given timely notice thereof in proper written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than the close of business on the fifth (5th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. To be in proper written form, a Class B Member’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and record address of such Class B Member, (C) a description of all arrangements or understandings between such Class B Member and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and (D) a representation that such Class B Member intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

Annual Meetings. The date(i) Until the Series A Redemption Date, timeannual meetings of Members may, but need not be held. From and place of after the regular Series A Redemption Date, an annual meeting of the Company Members for the election of Managers to the Board and such other matters as the Board shall submit to a vote of the Members, shall be set held at such date, time and place within or outside the State of Delaware as may be fixed from time to time by the DirectorsBoard and all as stated in the notice of the meeting. Notice of the annual meeting of Members shall be given in accordance with Section 12.2(d) not less than 10 days nor more than 60 days prior to the date of such meeting. (ii) At each any annual meeting of the Members, only such meeting nominations of persons for election to the Class B Member Board shall elect Directors (if applicable) be made, and transact only such other business shall be conducted or considered, as may shall have been properly be brought before the meeting. No business may For nominations to be transacted properly made at an annual meeting meeting, and proposals of Class B Membersother business to be properly brought before an annual meeting, nominations and proposals of other than business that is either must be: (aA) specified in the notice of meeting, (B) otherwise properly made at the annual meeting (or any supplement thereto) given by or at the direction of the Directors, Board or (bC) otherwise properly requested to be brought before the annual meeting by a Member in accordance with this Section 12.2. (iii) For nominations of persons for election to the Board or proposals of other business to be properly requested by a Member to be made at an annual meeting, a Member must (A) be a Member at the direction time of giving of notice of such annual meeting and at the time of the Directorsannual meeting, or (cB) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders be entitled to vote at such annual meeting and (iiC) who complies comply with the notice procedures set forth in this Section 4.7(b)12.2 as to such business or nomination. In addition The immediately preceding sentence shall be the exclusive means for a Member to make nominations or other business proposals (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the notice of meeting) before an annual meeting. (iv) Without qualification or limitation, subject to any other applicable requirementsrights of the Members to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act and to this Section 12.2, for any nominations or any other business to be properly requested to be brought before an annual meeting by a Class B Member, such Class B the Member must have given timely notice thereof (including, in the case of nominations), the completed and signed questionnaire, representation and agreement required by Section 12.11) in a proper written form and timely updates and supplements thereof in writing to the Secretary of the CompanyBoard and such business must otherwise be a proper matter for Member action. To be timely, a Class B Member's ’s notice to the Secretary must must: (A) be delivered to or mailed and received at the principal executive offices Board pursuant to Section 14.1 not earlier than the close of business on the 120th day nor later than the close of business on the 90th day prior to the first anniversary of the Company preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, a Member’s notice to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the fifth (5th) later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which such notice public announcement of the date of the annual meeting was mailed is first made. In no event shall an adjournment or postponement of an annual meeting, or the public announcement thereof, commence a new time period for the giving of a Member’s notice as described above; and (B) further be updated and supplemented, if necessary, so that the information provided or required to be provided in such public disclosure notice shall be true and correct as of the record date for the meeting and as of the date that is 10 Business Days prior to the meeting or any adjournment or postponement thereof, and such updates and supplements shall be delivered to the Board pursuant to Section 14.1 not later than five Business Days after the record date for the meeting in the case of the annual meeting was madeupdate and supplement required to be made as of the record date, whichever first occurs. To be in proper written form, a Class B Member’s notice and not later than eight Business Days prior to the Secretary must date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 Business Days prior to the meeting or any adjournment or postponement thereof. The obligation to update and supplement set forth as in this paragraph or any other provision of this Section 12.2 shall not limit the Company’s rights with respect to each matter such stockholder proposes any deficiencies in any notice provided by a Member, extend any applicable deadlines hereunder or enable or be deemed to bring before the annual meeting (A) permit a brief description of the Member who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business desired and/or resolutions proposed to be brought before the annual meeting and the reasons for conducting such business at the an annual meeting. (v) This Article XII shall be amended solely by the approval of Members who are Record Holders of at least 66.67% of (i) prior to the Series A Redemption Date, the Series A Preferred Units; (Bii) from the name Series A Redemption Date until the Series B Redemption Date, the Series B Preferred Units and record address of such Class B MemberSeries C Common Units, (C) voting together as if a description of all arrangements or understandings between such Class B Member and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member and any material interest of such Class B Member in such business single class; and (Diii) a representation that such Class from and after the Series B Member intends to appear in person or by proxy at Redemption Date, the annual meeting to bring such business before the meetingSeries C Common Units.

Annual Meetings. The date, (A) A meeting of Stockholders for the election of Directors and other business shall be held annually at such date and time as may be designated by the Board from time to time, and place of the regular . (B) At an annual meeting of Stockholders, only business (other than business relating to the Company nomination or election of Directors, which is governed by Section 3.4) that has been properly brought before the meeting of Stockholders in accordance with the procedures set forth in this Section 2.2 shall be set by the Directorsconducted. At each To be properly brought before an annual meeting of Stockholders, such meeting the Class B Member shall elect Directors (if applicable) and transact such other business as may properly must be brought before the meeting. No business may be transacted at an annual meeting of Class B Members, other than business that is either (a) specified in the notice of meeting (or any supplement theretoi) given by or at the direction of the DirectorsBoard or any committee thereof or (ii) by a Stockholder who (a) was a Stockholder of record of the Corporation when the notice required by this Section 2.2 is delivered to the Secretary and at the time of the annual meeting, (b) otherwise properly brought before is entitled to vote at the annual meeting by or at the direction of the Directors, or and (c) complies with the notice and other provisions of this Section 2.2. Section 2.2(B)(ii) is the exclusive means by which a Stockholder may bring business before an annual meeting of Stockholders, except (x) with respect to nominations or elections of Directors which is governed by Section 3.4 and (y) with respect to proposals where the Stockholder proposing such business has notified the Corporation of such Stockholder’s intent to present the proposals at an annual meeting in compliance with Section 14 of the Exchange Act and such proposals have been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting, in which case the notice requirements of this Section 2.2 shall be deemed satisfied with respect to such proposals. (C) At any annual meeting of Stockholders, all proposals of Stockholder Business must be made by timely written notice given by a Stockholder of record (the “Notice of Business”) and must otherwise properly brought be a proper matter for Stockholder action. To be timely, the Notice of Business must be delivered personally or mailed to, and received at, the Office of the Corporation, addressed to the Secretary, by no earlier than 120 days and no later than 90 days before the annual meeting by any Class B Member first anniversary of the Company (i) who is a Class B Member in good standing on the date of the giving prior year’s annual meeting of Stockholders; provided, however, that if (i) the annual meeting of Stockholders is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the prior year’s annual meeting of Stockholders or (ii) no annual meeting was held during the prior year, then the notice provided for herein and on by the record date for the determination of stockholders entitled Stockholder to vote at be timely must be received (a) no earlier than 120 days before such annual meeting and (iib) who complies with the notice procedures set forth in this Section 4.7(b). In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a Class B Member, such Class B Member must have given timely notice thereof in proper written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not no later than the close later of business on 90 days before such annual meeting and the fifth (5th) tenth day following after the day on which such the notice of the date of the such annual meeting was mailed made by mail or such public disclosure Public Disclosure. In no event shall an adjournment, postponement or deferral, or Public Disclosure of an adjournment, postponement or deferral, of an annual meeting of Stockholders commence a new time period (or extend any time period) for the giving of the date Notice of the annual meeting was made, whichever first occurs. To be in proper written form, a Class B Member’s notice to the Secretary Business. (D) The Notice of Business must set forth as to each matter such stockholder proposes to bring before the annual meeting forth: (A) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (Bi) the name and record address of such Class B Membereach Stockholder proposing Stockholder Business for an annual meeting (the “Proponent”), as they appear on the Corporation’s books; (ii) the name and address of any Stockholder Associated Person; (iii) as to each Proponent and any Stockholder Associated Person, (Ca) the class or series and number of shares of stock of the Corporation directly or indirectly held of record and beneficially owned by the Proponent or Stockholder Associated Person, (b) the date such shares of stock were acquired, (c) a description of all arrangements any agreement, arrangement or understandings understanding, direct or indirect, with respect to such Stockholder Business between such Class B Member and or among the Proponent, any other person Stockholder Associated Person or persons any others (including their names) acting in connection concert with any of the proposal foregoing, (d) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions and borrowed or loaned shares) that has been entered into, directly or indirectly, as of the date of the Proponent’s notice by, or on behalf of, the Proponent or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proponent or any Stockholder Associated Person with respect to shares of stock of the Corporation (a “Derivative”), (e) a description in reasonable detail of any proxy (including revocable proxies), contract, arrangement, understanding or other relationship pursuant to which the Proponent or Stockholder Associated Person has a right to vote any shares of stock of the Corporation, (f) any rights to dividends on the stock of the Corporation owned beneficially by the Proponent or Stockholder Associated Person that are separated or separable from the underlying stock of the Corporation, (g) any proportionate interest in stock of the Corporation or Derivatives held, directly or indirectly, by a general or limited partnership in which the Proponent or Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (h) any performance-related fees (other than an asset-based fee) that the Proponent or Stockholder Associated Person is entitled to, based on any increase or decrease in the value of stock of the Corporation or Derivatives thereof, if any, as of the date of such business by notice, and (i) with respect to any and all of the agreements, contracts, understandings, arrangements, proxies or other relationships referred to in the foregoing clauses (c) through (h), a representation that such Class B Member and Proponent will notify the Corporation in writing of any material interest such agreement, contract, understanding, arrangement, proxy or other relationship that is or will be in effect as of the date of such Class B Member meeting no later than five business days before the date of such meeting. The information specified in such business and Section 2.2(D)(i) to (Diii) is referred to herein as “Stockholder Information”; (iv) a representation that such Class B Member each Proponent is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such Stockholder Business; (v) a brief description of the Stockholder Business desired to be brought before the annual meeting, the text of the proposal (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend the By-laws, the language of the proposed amendment) and the reasons for conducting such Stockholder Business at the meeting; (vi) any material interest of the Proponent and any Stockholder Associated Person in such Stockholder Business; (vii) a representation as to whether the Proponent intends (a) to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt such Stockholder Business or (b) otherwise to solicit proxies or votes from Stockholders in support of such Stockholder Business; and (viii) all other information that would be required to be filed with the Securities and Exchange Commission (“SEC”) if the Proponents or Stockholder Associated Persons were participants in a solicitation subject to Section 14 of the Exchange Act. (E) The person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting, that business was not properly brought before the meeting in accordance with the procedures set forth in this Section 2.2, and, if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. (F) If the Proponent (or a qualified representative of the Proponent) does not appear at the annual meeting of Stockholders to bring present the Stockholder Business such business before shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the meetingCorporation. For purposes of this Section 2.2, to be considered a qualified representative of the Stockholder, a person must be a duly authorized officer, manager or partner of such Stockholder or must be authorized by a writing executed by such Stockholder or an electronic transmission delivered by such Stockholder to act for such Stockholder as proxy at the annual meeting of Stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of Stockholders.

Annual Meetings. The date, time, and place of the regular annual meeting of the Company stockholders shall be set held on such date and at such time as may be fixed by the Directors. At each such meeting Board of Directors and stated in the Class B Member shall elect Directors (if applicable) notice of the meeting, for the purpose of electing directors and transact for the transaction of only such other business as may is properly be brought before the meetingmeeting in accordance with these Bylaws (the “Bylaws”). No business may be transacted at Written notice of an annual meeting stating the place, date and hour of Class B Membersthe meeting, other shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the annual meeting. To be properly brought before the annual meeting, business that is must be either (ai) specified in the notice of annual meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors, (bii) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors, or (ciii) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) a stockholder who is a Class B Member in good standing on stockholder of record at the date of the giving of time the notice provided for herein and on in this Article II, Section 2.2 is delivered to the record date for Secretary of the determination of stockholders Corporation, who is entitled to vote at such annual the meeting and (ii) who complies with the notice procedures set forth in this Article II, Section 4.7(b)2.2. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a Class B Memberstockholder, such Class B Member the stockholder must have given timely notice thereof in proper written form writing to the Secretary of the CompanyCorporation. To be timely, a Class B Member's stockholder’s notice to the Secretary must be delivered to or mailed and received the Secretary at the principal executive offices of the Company Corporation not later than the close of business on the fifth (5th) 90th day following nor earlier than the close of business on the 120th day on which such notice prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or after such anniversary date, or if no annual meeting was mailed held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or such the 10th day following the date on which public disclosure announcement of the date of such meeting is first made by the Corporation. In no event shall an adjournment or recess of an annual meeting, or a postponement of an annual meeting was for which notice of the meeting has already been given to stockholders or a public announcement of the meeting date has already been made, whichever first occurscommence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. To be in proper written form, a Class B MemberA stockholder’s notice to the Secretary must shall set forth (a) as to each matter such the stockholder proposes to bring before the annual meeting (Ai) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, and (Bii) any material interest of the stockholder in such business, (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the business is proposed (i) the name and record address of the stockholder and beneficial owner and (ii) the class, series and number of shares of capital stock of the Corporation that are beneficially owned by the stockholder and beneficial owner as of the date of the notice (including, if such Class B Memberstockholder or beneficial owner is an entity, (C) a description the ownership of all arrangements each director, executive, managing member or understandings between such Class B Member and any other control person or persons (including their names) in connection with the proposal of such entity), and a representation that the stockholder will notify the Corporation in writing not later than five business days after the record date for such meeting of the class or series and number of shares of stock of the Corporation owned of record by the stockholder and such Class B Member and any material interest beneficial owner as of such Class B Member in such business the record date for the meeting, and (Dc) a representation that such Class B Member the stockholder (or a qualified representative of the stockholder) intends to appear at the meeting to propose such business. Notwithstanding anything in person or by these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Article II, Section 2.2 (other than a proposal included in the Corporation’s proxy statement pursuant to and in compliance with Rule 14a-8 under the Exchange Act). The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the annual meeting that business was not properly brought before the annual meeting in accordance with the provisions of this Article II, Section 2.2, and if such officer should so determine, such officer shall so declare to bring the annual meeting and any such business not properly brought before the meetingmeeting shall not be transacted.

Annual Meetings. (a) The date, time, and place of the regular annual meeting of stockholders (the Company “Annual Meeting”) shall be set held on such date and at such time as shall be designated from time to time by the Directors. At each such meeting Board of Directors and stated in the Class B Member notice of the meeting, at which meetings the stockholders, subject to the provisions of the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), shall elect Directors (if applicable) by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten days nor more than sixty days before the date of the meeting. (b) No business may be transacted at an annual meeting of Class B MembersAnnual Meeting, other than business that is either (ai) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the DirectorsBoard of Directors (or any duly authorized committee thereof), (bii) otherwise properly brought before the annual meeting Annual Meeting by or at the direction of the Directors, Board of Directors (or any duly authorized committee thereof) or (ciii) otherwise properly brought before the annual meeting Annual Meeting by any Class B Member stockholder of the Company Corporation (iA) who is a Class B Member in good standing stockholder of record on the date of the giving of the notice provided for herein in this Section 2.2 and on the record date for the determination of stockholders entitled to vote at such annual meeting Annual Meeting and (iiB) who complies with the notice procedures set forth in this Section 4.7(b). 2.2. (c) In addition to any other applicable requirements, for business to be properly brought before an annual meeting Annual Meeting by a Class B Memberstockholder, such Class B Member stockholder must have given timely notice thereof in proper written form to the Secretary of the CompanyCorporation. To be timely, a Class B Member's stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company Corporation not less than one-hundred and twenty days prior to the anniversary date of the date of the proxy statement for the immediately preceding Annual Meeting (which date shall, for purposes of the Corporation’s first Annual Meeting of stockholders after its shares of common stock are first publicly traded, be deemed to have occurred on June 14, 2017); provided, however, that in the event that the Annual Meeting is called for a date that is not within thirty days before or after the anniversary date of the immediately preceding Annual Meeting, notice by the stockholder in order to be timely must be so received not later than the close of business on the fifth (5th) tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting Annual Meeting was first made, whichever first occurs. To be in proper written form, a Class B Memberstockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting Annual Meeting (Ai) a brief description of the business desired to be brought before the annual meeting Annual Meeting and the reasons for conducting such business at the annual meetingAnnual Meeting, (Bii) the name and record address of such Class B Memberstockholder, (Ciii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such Class B Member stockholder and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member stockholder and any material interest of such Class B Member stockholder in such business and (Dv) a representation that such Class B Member stockholder intends to appear in person or by proxy at the annual meeting Annual Meeting to bring such business before the meeting. (d) No business shall be conducted at the Annual Meeting except business brought before the Annual Meeting in accordance with the procedures set forth in this Section 2.2, provided, however, that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this Section 2.2 shall be deemed to preclude discussion by any stockholder of any such business. If the Chairman of an Annual Meeting determines that business was not properly brought before the Annual Meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be discussed or transacted.

Annual Meetings. (a) The date, time, and place of the regular annual meeting of the Company stockholders shall be set held on such date and at such time as may be fixed by the Directors. At each such meeting Board of Directors and stated in the Class B Member shall elect Directors (if applicable) notice of the meeting, for the purpose of electing directors and transact for the transaction of only such other business as may is properly be brought before the meetingmeeting in accordance with these Bylaws (the “Bylaws”). No business may be transacted at Except as otherwise required by law, written notice of an annual meeting stating the place, date and hour of Class B Membersthe meeting, other shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the annual meeting. The Board of Directors acting pursuant to a resolution adopted by a majority of the entire Board of Directors may cancel, postpone or reschedule any previously scheduled annual meeting at any time, before or after the notice for such meeting has been sent to the stockholders. (b) To be properly brought before the annual meeting, business that is must be either (ai) specified in the notice of annual meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors, (bii) otherwise properly brought before the annual meeting by or at the direction of the Directors, Board of Directors or (ciii) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) a stockholder who is a Class B Member in good standing stockholder of record on the date of the giving of the notice provided for herein required by this Section 2.2 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 4.7(b)2.2. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a Class B Memberstockholder, such Class B Member the stockholder must have given timely notice thereof in proper written form writing to the Secretary of the CompanyCorporation. To be timely, a Class B Member's stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder in order to be timely must be so received not later than the close of business on the fifth tenth (5th10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. (c) To be in proper written form, a Class B Memberstockholder’s notice to the Secretary must shall set forth (i) as to each matter such the stockholder proposes to bring before the annual meeting (A1) a brief description of the business desired to be brought before the annual meeting (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend these Bylaws, the language of the proposed amendment) and the reasons for conducting such business at the annual meeting, (B2) any material interest of the name and record address of stockholder in such Class B Memberbusiness, (C3) a description of all arrangements or understandings between such Class B Member or among the stockholder or any Stockholder Associated Person (as defined below) and any other person or persons entity (including their names) in connection with the proposal of such business by such Class B Member the stockholder and any material interest of the stockholder, any Stockholder Associated Person or such Class B Member other person or entity in such business business, and (D4) a representation as to whether the stockholder or any Stockholder Associated Person intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to the holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the proposal or otherwise to solicit proxies or votes from stockholders in support of the proposal; and (ii) as to the stockholder giving the notice (1) the name and address of the stockholder as they appear on the Corporation’s books, (2) the name and address (if different from the Corporation’s books) of the stockholder, (3) the name and address of any Stockholder Associated Person, (4) the class, series and number of shares of capital stock of the Corporation which are directly or indirectly held of record or beneficially owned by the stockholder or by any Stockholder Associated Person, (5) a description of any Derivative Positions (as defined below) directly or indirectly held or beneficially held by the stockholder or any Stockholder Associated Person, (6) whether and to the extent to which a Hedging Transaction (as defined below) has been entered into by or on behalf of such stockholder or any Stockholder Associated Person, (7) a representation that the stockholder is a stockholder of record of the Corporation entitled to vote at such Class B Member meeting and intends to appear in person or by proxy at the annual meeting to bring such business before the meeting and (8) any other information related to the stockholder or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies or consents (even if a solicitation is not involved) by such stockholder or Stockholder Associated Person in support of the business proposed to be brought before the meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules, regulations and schedules promulgated thereunder. (d) A stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.2 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual meeting and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of the annual meeting. (e) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 2.2. The Chairman of the Board of Directors or person presiding at an annual meeting, as applicable, shall, if the facts warrant, determine and declare to the annual meeting that business was not properly brought before the annual meeting in accordance with the provisions of this Section 2.2, and if such person should so determine, such person shall so declare to the annual meeting and any such business not properly brought before the meeting shall not be transacted. (f) As used in these Bylaws: “Stockholder Associated Person” means, with respect to any stockholder, (i) any person controlling, directly or indirectly, such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder, (iii) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person or (iv) any person who is an “associate” (as such term is defined in Rule 12b-2 under the Exchange Act) of such stockholder; “Derivative Positions” means, with respect to any stockholder or any Stockholder Associated Person, any derivative positions including, without limitation, any short position, profits interest, option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise and any performance-related fees to which such stockholder or any Stockholder Associated Person is entitled, based, directly or indirectly, on any increase or decrease in the value of shares of capital stock of the Corporation; and “Hedging Transaction” means, with respect to any stockholder or any Stockholder Associated Person, any hedging or other transaction (such as borrowed or loaned shares) or series of transactions, or any other agreement, arrangement or understanding, the effect or intent of which is to increase or decrease the voting power or economic or pecuniary interest of such stockholder or any Stockholder Associated Person with respect to the Corporation’s securities.

Annual Meetings. The date, time, and place of the regular annual meeting of the Company stockholders shall be set held on such date and at such time as may be fixed by the Directors. At each such meeting Board of Directors and stated in the Class B Member shall elect Directors (if applicable) notice of the meeting, for the purpose of electing directors and transact for the transaction of only such other business as may is properly be brought before the meetingmeeting in accordance with these Bylaws (the “Bylaws”). No business may be transacted at Written notice of an annual meeting stating the place, date and hour of Class B Membersthe meeting, other shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the annual meeting. To be properly brought before the annual meeting, business that is must be either (ai) specified in the notice of annual meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors, (bii) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors, or (ciii) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) a stockholder who is a Class B Member in good standing on stockholder of record at the date of the giving of time the notice provided for herein and on in this Article II, Section 2.2 is delivered to the record date for Secretary of the determination of stockholders Corporation, who is entitled to vote at such annual the meeting and (ii) who complies with the notice procedures set forth in this Article II, Section 4.7(b)2.2. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a Class B Memberstockholder, such Class B Member the stockholder must have given timely notice thereof in proper written form writing to the Secretary of the CompanyCorporation. To be timely, a Class B Member's stockholder’s notice to the Secretary must be delivered to or mailed and received the Secretary at the principal executive offices of the Company Corporation not later than the close of business on the fifth (5th) 90th day following nor earlier than the close of business on the 120th day on which such notice prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or after such anniversary date, or if no annual meeting was mailed held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or such the 10th day following the date on which public disclosure announcement of the date of such meeting is first made by the annual meeting was made, whichever first occursCorporation. To be in proper written form, a Class B Member’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (A) a brief description In no event shall an adjournment or recess of the business desired to be brought before the annual meeting and the reasons for conducting such business at the an annual meeting, (B) the name and record address or a postponement of such Class B Member, (C) a description of all arrangements or understandings between such Class B Member and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and (D) a representation that such Class B Member intends to appear in person or by proxy at the an annual meeting for which notice of the meeting has already been given to bring such business before stockholders or a public announcement of the meetingmeeting date has already been made, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Annual Meetings. (a) The date, time, and place of the regular annual meeting of the Company shall be set by stockholders of the Directors. At each such meeting corporation, for the Class B Member shall elect Directors (if applicable) purpose of election of directors and transact for such other business as may properly come before it, shall be brought before the meeting. No business held on such date and at such time as may be transacted designated from time to time by the Board of Directors and stated in the corporation’s notice of meeting of stockholders. Nominations of persons for election to the Board of Directors and proposals of business to be considered by the stockholders may be made at an annual meeting of Class B Members, other than business that is either stockholders: (ai) specified in pursuant to the corporation’s notice of meeting of stockholders (or any supplement theretowith respect to business other than nominations); (ii) given brought specifically by or at the direction of the Board of Directors, ; or (biii) otherwise properly brought before by any stockholder of the annual meeting by or corporation who was a stockholder of record at the direction time of giving the Directors, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the stockholder’s notice provided for herein and on the record date for the determination of stockholders in Section 5(b) below, who is entitled to vote at such annual the meeting and (ii) who complies complied with the notice procedures set forth in this Section 4.7(b5. For the avoidance of doubt, clause (iii) above shall be the exclusive means for a stockholder to make nominations and submit other business (other than matters properly included in the corporation’s notice of meeting of stockholders and proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “1934 Act”). In addition ) before an annual meeting of stockholders. (b) At an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under Delaware law and as shall have been properly brought before the meeting in accordance with Section 5(a) and the procedures below. (i) For nominations for the election to any other applicable requirements, for business the Board of Directors to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to clause (iii) of Section 5(a), such Class B Member the stockholder must have given timely notice thereof in proper deliver written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than corporation on a timely basis as set forth in Section 5(b)(iii) and must update and supplement such written notice on a timely basis as set forth in Section 5(c). Such stockholder’s notice shall set forth: (A) as to each nominee such stockholder proposes to nominate at the close meeting: (1) the name, age, business address and residence address of business on such nominee, (2) the fifth principal occupation or employment of such nominee, (5th3) day following the day class and number of shares of each class of capital stock of the corporation that are owned of record and beneficially by such nominee, (4) the date or dates on which such notice shares were acquired and the investment intent of such acquisition, (5) a statement whether such nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election or re-election at the next meeting at which such person would face election or re-election, an irrevocable resignation effective upon acceptance of such resignation by the Board of Directors; and (6) such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the date 1934 Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named as a nominee and to serving as a director if elected); and (B) the information required by Section 5(b)(iv). The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee. The notice in this paragraph must also be accompanied by (X) a completed written questionnaire (in a form provided by the corporation) with respect to the background, qualifications, stock ownership and independence of such proposed nominee, and such additional information with respect to such proposed nominee as would be required to be provided by the corporation pursuant to Schedule 14A if such proposed nominee were a participant in the solicitation of proxies by the corporation in connection with such annual or special meeting and (Y) a written representation and agreement (in form provided by the corporation) that such nominee (i) if elected as director of the corporation, intends to serve the entire term until the next meeting at which such nominee would face re-election and (ii) consents to being named as a nominee in the corporation’s proxy statement pursuant to Rule 14a-4(d) under the 1934 Act and any associated proxy card of the corporation and agrees to serve if elected as a director. (ii) Other than proposals sought to be included in the corporation’s proxy materials pursuant to Rule 14a-8 under the 1934 Act, for business other than nominations for the election to the Board of Directors to be properly brought before an annual meeting was mailed or such public disclosure by a stockholder pursuant to clause (iii) of Section 5(a), the date of the annual meeting was made, whichever first occurs. To be in proper stockholder must deliver written form, a Class B Member’s notice to the Secretary must at the principal executive offices of the corporation on a timely basis as set forth in Section 5(b)(iii), and must update and supplement such written notice on a timely basis as set forth in Section 5(c). Such stockholder’s notice shall set forth: (A) as to each matter such stockholder proposes to bring before the annual meeting (A) meeting, a brief description of the business desired to be brought before the annual meeting and meeting, the reasons for conducting such business at the annual meeting, and any material interest (including any anticipated benefit of such business to any Proponent (as defined below) other than solely as a result of its ownership of the corporation’s capital stock, that is material to any Proponent individually, or to the Proponents in the aggregate) in such business of any Proponent; and (B) the information required by Section 5(b)(iv). (iii) To be timely, the written notice required by Section 5(b)(i) or 5(b)(ii) must be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, subject to the last sentence of this Section 5(b)(iii), in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received (A) not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and (B) not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or, if later than later of the ninetieth (90th) day prior to such annual meeting, the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall an adjournment or a postponement of an annual meeting for which notice has been given, or the public announcement thereof has been made, commence a new time period for the giving of a stockholder’s notice as described above. (iv) The written notice required by Section 5(b)(i) or 5(b)(ii) shall also set forth, as of the date of the notice and as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (each, a “Proponent” and collectively, the “Proponents”): (A) the name and record address of such Class B Membereach Proponent, as they appear on the corporation’s books; (B) the class, series and number of shares of the corporation that are owned beneficially and of record by each Proponent; (C) a description of all arrangements any agreement, arrangement or understandings understanding (whether oral or in writing) with respect to such nomination or proposal between such Class B Member or among any Proponent and any other person of its affiliates or persons associates, and any others (including their names) acting in connection concert, or otherwise under the agreement, arrangement or understanding, with any of the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and foregoing; (D) a representation that such Class B Member intends the Proponents are holders of record or beneficial owners, as the case may be, of shares of the corporation entitled to vote at the meeting and intend to appear in person or by proxy at the annual meeting to bring nominate the person or persons specified in the notice (with respect to a notice under Section 5(b)(i)) or to propose the business that is specified in the notice (with respect to a notice under Section 5(b)(ii)); (E) a representation as to whether the Proponents intend to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the corporation’s voting shares to elect such business before nominee or nominees (with respect to a notice under Section 5(b)(i)) or to carry such proposal (with respect to a notice under Section 5(b)(ii)); (F) to the meetingextent known by any Proponent, the name and address of any other stockholder supporting the proposal on the date of such stockholder’s notice; and (G) a description of all Derivative Transactions (as defined below) by each Proponent during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions.

Annual Meetings. The date(i) Subject to Article IX of these By-Laws, time, nominations of persons for election to the Board of Directors and place the proposal of the regular annual meeting of the Company shall other business to be set considered by the Directors. At each such meeting the Class B Member shall elect Directors (if applicable) and transact such other business as may properly be brought before the meeting. No business shareholders may be transacted made at an annual meeting of Class B Members, other than business that is either Annual Meeting (aA) specified in pursuant to the Corporation’s notice of meeting meeting, (or any supplement theretoB) given by or at the direction of the Board of Directors, (bC) otherwise properly brought before by any shareholder of the annual meeting by or Corporation who (1) is a shareholder of record at the direction time of the Directors, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the notice provided for herein in this Section 5(a) and on until and at the record date for time of the determination of stockholders Annual Meeting, (2) is entitled to vote with respect to such nomination or other business at such annual the meeting under the Articles of Incorporation and (ii3) who complies with the notice procedures set forth in this Section 4.7(b)5(a) as to such nomination or other business or (D) with respect to nominations by any shareholder of the Corporation who is eligible under, and complies with the notice procedures set forth in, Section 14 of this Article II. In addition The preceding clauses (C) and (D) shall be the exclusive means for a shareholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting) before an Annual Meeting. (ii) For nominations or any other applicable requirements, for business to be properly brought before an annual meeting Annual Meeting by a Class B Membershareholder pursuant to the foregoing Section 5(a)(i)(C), such Class B Member the shareholder must have given timely notice thereof in proper written form writing to the Secretary of the Companyand such other business must otherwise be a proper matter for shareholder action. To be timely, a Class B Member's shareholder’s notice to shall be received by the Secretary must be delivered to or mailed and received at the principal executive offices of the Company Corporation not later less than forty-five days nor more than seventy days prior to the first annual anniversary of the date set forth in the Corporation’s proxy statement for the immediately preceding Annual Meeting as the date on which the Corporation first made available to its shareholders definitive proxy materials for the immediately preceding Annual Meeting (the “Anniversary Date”); provided, however, that if the date for which the Annual Meeting is called is more than thirty days before or more than thirty days after the first annual anniversary of the immediately preceding Annual Meeting, then notice by the shareholder to be timely must be received by the Secretary not earlier than the close of business on the fifth 100th day prior to the date of such Annual Meeting and not later than the later of (5thA) the 75th day prior to the date of such Annual Meeting or (B) the 10th day following the day on which such notice public announcement of the date of such Annual Meeting is first made. In no event shall any adjournment or postponement of an Annual Meeting or the annual meeting was mailed announcement thereof commence a new time period for the giving of a shareholder notice as described above. Such shareholder’s notice (whether given pursuant to this Section 5(a)(ii) or such public disclosure Section 5(b)) to the Secretary shall be signed by the shareholder of record who intends to make the nomination or introduce the other business and by the beneficial owner or owners, if any, on whose behalf the shareholder is acting, shall bear the date of signature of such shareholder and any such beneficial owner and shall set forth: (I) the annual name and address of such shareholder (as they appear on the Corporation’s books) and any such beneficial owner; (II) the Share Information (which Share Information required by this clause (II) shall be supplemented by such shareholder and any such beneficial owner not later than ten days after the Meeting Record Date to disclose such Share Information as of the Meeting Record Date); (III) a representation that such shareholder is a holder of record of shares of the Corporation entitled to vote under the Articles of Incorporation at such meeting was with respect to such nomination or other business and intends to appear in person or by proxy at the meeting to make such nomination or introduce such other business; (IV) any other information relating to such shareholder and any such beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (V) in the case of any proposed nomination for election or re-election as a director, (1) the name and residence address of the person or persons to be nominated, (2) a description of all agreements, arrangements or understandings between such shareholder and any such beneficial owner and each nominee and any other Person or Persons (naming such Person or Persons) pursuant to which the nomination is to be made by such shareholder and any such beneficial owner, including without limitation any arrangement or understanding with any Person as to how such nominee, if elected as a director of the Corporation, will act or vote on any issue or question, (3) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and any such beneficial owner and their respective Affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective Affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, whichever first occurs. To or any Affiliate or associate thereof or Person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, (4) such other information regarding each nominee proposed by such shareholder and any such beneficial owner as would be required to be disclosed in proper solicitations of proxies for contested elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, and (5) the written formconsent of each nominee to be named in a proxy statement and to serve as a director of the Corporation if so elected; (VI) in the case of any proposed removal of a director, a Class B Member’s notice (1) the names of the directors to be removed and (2) the Secretary must set forth as to each matter reasons of such stockholder proposes shareholder and any such beneficial owner for asserting that such directors should be removed; and (VII) in the case of any other business that such shareholder and any such beneficial owner propose to bring before the annual meeting meeting, (A1) a brief description of the business desired to be brought before the annual meeting and and, if such business includes a proposal to amend these By-Laws, the language of the proposed amendment, (2) the reasons of such shareholder and any such beneficial owner for conducting such business at the annual meeting, (B3) the name and record address any material interest in such business of such Class B Member, shareholder and any such beneficial owner and (C4) a description of all agreements, arrangements or understandings between such Class B Member shareholder and any such beneficial owner and any other person Person or persons Persons (including their namesnaming such Person or Persons) in connection with the proposal of such business by such Class B Member and shareholder. In the case of any material interest proposed nomination for election or re-election as a director, the Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such Class B Member in proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such business and (D) a representation that such Class B Member intends to appear in person or by proxy at the annual meeting to bring such business before the meetingnominee.

Annual Meetings. The date, time, and place of the regular annual meeting of the Company stockholders for the election of directors and for the transaction of any other business properly presented for action at such meeting shall be set held on the second Thursday in May of each year or on such other day as may be fixed by resolution of the DirectorsBoard; provided, however, that if the Board deems it impracticable to hold the meeting on the date originally determined, such annual meeting shall be held as soon as practicable after such date on a date to be specified in a resolution of the Board. At each such meeting the Class B Member shall elect Directors (if applicable) and transact such other business as may properly be brought before the meeting. No business may be transacted at an annual meeting of Class B Membersmeeting, other than only such business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Directorsshall be conducted, (b) otherwise properly and only such proposals shall be acted upon, as shall have been brought before the annual meeting by (i) by, or at the direction of of, the Directors, Board or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) by any stockholder of the Corporation who complies with the notice procedures set forth in this Section 4.7(b)2 or, with respect to the election of directors, Section 11 of Article III of these By-Laws. In addition to any other applicable requirements, for business For a proposal to be properly brought before an annual meeting by a Class B Memberstockholder, such Class B Member the stockholder must have given timely notice thereof in proper written form writing to the Secretary of the CompanyCorporation. To be timely, a Class B Member's stockholder’s notice to the Secretary must be delivered to to, or mailed and received at at, the principal executive offices of the Company Corporation not later less than 120 calendar days nor more than 150 calendar days before the close anniversary date of business on the fifth (5th) day following corporation’s proxy statement released to stockholders in connection with the day on which such notice of prior year’s annual meeting. However, if no annual meeting was held in the previous year, or if the date of the applicable annual meeting was mailed or such public disclosure has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, a stockholder’s notice must be received by the Secretary not later than 60 days before the date the Corporation commences mailing of its proxy materials in connection with the applicable annual meeting. In no event shall the public announcement of an adjournment of an annual meeting was made, whichever first occurscommence a new time period for the giving of a stockholder’s notice as described above. To be in proper written form, a Class B MemberA stockholder’s notice to the Secretary must shall set forth as to each matter such the stockholder proposes to bring before the annual meeting (Ai) a brief description of the business proposal desired to be brought before the annual meeting, including the complete text of any resolutions intended to be submitted at the annual meeting and the reasons for conducting such business at the annual meeting, (Bii) the name and record address address, as they appear on the Corporation’s books, of the stockholder proposing such Class B Member, (C) a description of all arrangements or understandings between such Class B Member matter and any other person stockholders known by such stockholder to be supporting such proposal, (iii) the class and number of shares of the Corporation’s stock which are beneficially owned by the stockholder on the date of such stockholder’s notice and by any other stockholders known by such stockholder to be supporting such proposal on the date of such stockholder’s notice, and (iv) any financial interest of the stockholder in such proposal. In addition, a stockholder seeking to submit such proposal at the meeting shall promptly provide any other information reasonably requested by the Corporation. Except as otherwise provided by law, at any time following the Corporation’s receipt of a proposal, the Chairman of the Board (or persons (including their namesother presiding officer at an annual meeting) shall have the power to determine whether any matter proposed to be brought before the annual meeting was proposed in connection accordance with the notice procedures set forth in this Section 2 and if any proposal is not in compliance with this Section 2, the Chairman of the Board (or such other presiding officer) may exclude such proposal from the annual meeting. Notwithstanding the forgoing provisions of this Section 2, a stockholder who seeks to have any proposal included in the Corporation’s proxy materials shall comply with the requirements of Rule 14a-8 of Regulation 14A under the Securities Exchange Act of 1934, as amended. In the event a proposal is presented for action at such annual meeting which, in the opinion of the ranking executive officer of the Corporation attending such meeting, requires the giving of prior notice of such business by to stockholders, no action shall be taken on such Class B Member proposal at such meeting unless and any material interest until proof of timely and adequate notice of such Class B Member in proposal shall have been filed with and accepted by the ranking executive officer of the Corporation attending such business and (D) a representation that such Class B Member intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

Annual Meetings. The date(a) Beginning in 2004, time, and place of the regular an annual meeting of the Company Limited Partners shall be set held for the election of the members of the Advisory Committee, on the first Wednesday of May if not a legal holiday, and if a legal holiday then on the next business day following, at 10:00 a.m., or at such date and time as may be designated by resolution of the Directors. At each such meeting Board of Managers from time to time and stated in the Class B Member shall notice of the meeting, to elect Directors (if applicable) the members of the Advisory Committee by a plurality and to transact such other business as may is properly be brought before the meeting in accordance with this Agreement. Annual meetings of Limited Partners shall be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Managers and stated in the notice of the meeting. No business may Written notice of the annual meeting stating the place, date and hour of the meeting shall be transacted given to each Limited Partner entitled to vote at such meeting and holding of record not less than ten (10) nor more than sixty (60) days before the date of the meeting. (b) To be properly brought before an annual meeting of Class B Membersmeeting, other than business that is must be either (ai) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the DirectorsBoard of Managers, (bii) otherwise properly brought before the annual meeting by or at the direction of the DirectorsBoard of Managers, or (ciii) otherwise (A) be properly requested to be brought before the meeting by a Limited Partner of record entitled to vote in the election of the members of the Advisory Committee generally and (B) constitute a proper subject to be brought before the meeting. In order for business (other than the election of the members of the Advisory Committee) to be properly brought before the annual meeting of Limited Partners by any Class B Member a Limited Partner, the business must be legally proper, and written notice of such Limited Partner’s intent to bring such matter before the annual meeting of Limited Partners must be delivered, either by personal delivery or by United States mail, postage prepaid, to the General Partner of the Company (i) who is a Class B Member in good standing on the date of the giving of the Partnership. Such notice provided for herein and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 4.7(b). In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a Class B Member, such Class B Member must have given timely notice thereof in proper written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at by the principal executive offices of the Company General Partner not later than 60 days in advance of such meeting if such meeting is to be held on a day which is within 30 days preceding the close of business on the fifth (5th) day following the day on which such notice anniversary of the date previous year’s annual meeting, or 90 days in advance of such meeting if such meeting is to be held on or after the anniversary of the previous year’s annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occursmeeting. To be in proper written form, a Class B MemberA Limited Partner’s notice to the Secretary must General Partner shall set forth as to each matter such stockholder the Limited Partner proposes to bring before the annual meeting of Limited Partners: (Ai) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (Bii) the name and record address address, as they appear on the Partnership’s books, of the Limited Partner proposing such Class B Memberbusiness, (Ciii) a description the class and number of all arrangements or understandings between such Class B Member and any other person or persons (including their names) in connection with Limited Partnership Interests of the proposal of such business Partnership which are owned by such Class B Member Limited Partner and (iv) any material interest of such Class B Member the Limited Partner in such business. No business brought by a Limited Partner shall be conducted at the annual meeting of Limited Partners except in accordance with the procedures set forth in this Section 13.4(b). The filing of a Limited Partner notice as required by this Section 13.4(b) shall not, in and of itself, constitute the bringing of the business described therein before the annual meeting. The chairman of the meeting shall, if the facts warrant, determine that (D1) the business proposed to be brought before the meeting is not a proper subject therefor and/or (2) such business was not properly brought before the meeting in accordance with the provisions hereof, and if he should so determine, he shall declare to the meeting that (1) the business proposed to be brought before the meeting is not a proper subject thereof and/or (2) such business was not properly brought before the meeting and shall not be transacted. (c) Nominations for the election of the members of the Advisory Committee shall be made by the General Partner and may be made by any Limited Partner entitled to vote for the election of the members of the Advisory Committee and holding of record. Any Limited Partner entitled to vote for the election of the members of the Advisory Committee at a meeting (i.e., any Limited Partner of record) may nominate persons for election as a member of the Advisory Committee only if written notice of such Limited Partner’s intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to the General Partner of the Partnership not later than 90 days in advance of such meeting. Each such notice shall set forth: (1) the name and address of the Limited Partner who intends to make the nomination of the person or persons to be nominated; (2) the name of the person or persons to be nominated; (3) a representation that the Limited Partner is a holder of record of Limited Partnership Interests of the Partnership entitled to vote at such Class B Member meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (4) a description of all arrangements or understandings between the Limited Partner and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Limited Partner; (5) such other information regarding each nominee proposed by such Limited Partner as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the General Partner; and (6) the written consent of each nominee to serve as a member of the Advisory Committee if so elected. The filing of a Limited Partner notice as required by this Section 13.4(c) shall not, in and of itself, constitute the making of the nomination(s) described therein. In order for the nomination of a person to be effective, the Limited Partner who files the notice of intent to nominate such person shall also make the nomination at the meeting. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. (d) Newly created memberships on the Advisory Committee resulting from any increase in the authorized number of members of the Advisory Committee may be filled by the General Partner in accordance with the limited liability company agreement of its general partner. In the event of a vacancy on the Advisory Committee, the member of the general partner of the General Partner that held the appointment or nomination right, as applicable, with respect to such vacating member shall have the right, pursuant to the limited liability company agreement of the general partner of the General Partner, to nominate, and cause the General Partner to appoint, a replacement member of the Advisory Committee. A member of the Advisory Committee appointed to fill a newly created membership or a vacancy in accordance with the foregoing shall serve until the next annual meeting of limited partners. (e) In addition to bring such business before any other applicable requirements, for a Limited Partner proposal to be considered for inclusion in the Partnership’s proxy statement for the annual meeting, the Limited Partner must have satisfied all of the conditions set forth in Rule 14a-8 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor rule thereto (the “Proxy Rules”), including particularly the requirement that the Limited Partner give timely written notice of the proposal to the Partnership.

Annual Meetings. (a) The date, time, and place of the regular annual meeting of the Company shall be set by stockholders of the Directors. At each such meeting corporation, for the Class B Member shall elect Directors (if applicable) purpose of election of directors and transact for such other business as may properly come before it, shall be brought before the meeting. No business held on such date, time and place, if any, as may be transacted determined from time to time by the Board of Directors. Subject to applicable law, the Board of Directors, or any director or officer of the corporation to whom the Board of Directors delegated such authority, may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors at any time before or after notice of such meeting has been given to stockholders. Nominations of persons for election to the Board of Directors and proposals of other business to be considered by the stockholders may be made at an annual meeting of Class B Members, other than business that is either stockholders: (ai) specified in pursuant to the corporation’s notice of meeting of stockholders (or any supplement thereto); (ii) given by or at the direction of the DirectorsBoard of Directors or a duly authorized committee thereof; (iii) as may be provided in the certificate of designation for any class or series of preferred stock; or (iv) by any stockholder of the corporation who was a stockholder of record at the time of giving the stockholder’s notice provided for in Section 5(b) of these amended and restated bylaws (as may be amended and/or restated from time to time, (bthe “Bylaws”) otherwise properly brought before and who is a stockholder of record at the time of the annual meeting by or at the direction of the Directorsstockholders, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at such annual the meeting and (ii) who complies complied with the notice procedures set forth in this Section 4.7(b5. For the avoidance of doubt, clause (iv) above shall be the exclusive means for a stockholder to make nominations and submit other business (other than matters properly included in the corporation’s notice of meeting of stockholders and proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “1934 Act”). In addition ) before an annual meeting of stockholders. (b) At an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under the DGCL, the Certificate of Incorporation, the Bylaws, and only such nominations shall be made and such business shall be conducted as shall have been properly brought before the meeting in accordance with the procedures below. (i) For nominations for the election to any other applicable requirements, for business the Board of Directors to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to clause (iv) of Section 5(a), such Class B Member the stockholder must have given timely notice thereof in proper deliver written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than corporation on a timely basis as set forth in Section 5(b)(iii) and must update and supplement the close information contained in such written notice on a timely basis as set forth in Section 5(c). Such stockholder’s notice shall include: (A) as to each nominee such stockholder proposes to nominate at the meeting: (1) the name, age, business address and residence address of business such nominee, (2) the principal occupation or employment of such nominee, (3) the class or series and number of shares of each class or series of capital stock of the corporation that are owned of record and beneficially by such nominee and a list of any pledges of or encumbrances on such shares, (4) the fifth (5th) day following the day date or dates on which such notice shares were acquired and the investment intent of such acquisition, (5) the questionnaire, representation and agreement required by Section 5(e), completed and signed by such nominee; and (6) all other information concerning such nominee as would be required to be disclosed or provided to the corporation in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved and whether or not proxies are being or will be solicited), or that is otherwise required to be disclosed pursuant to applicable requirements of state and federal law, including Section 14 of the date 1934 Act and the rules and regulations promulgated thereunder, the Certificate of Incorporation, and these Bylaws (including such person’s written consent to being named in the corporation’s proxy statement and associated proxy card and other filings as a nominee of the stockholder and to serving as a director if elected); and (B) all of the information required by Section 5(b)(iv). The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the corporation and to determine the independence (as such term is used in any applicable stock exchange listing requirements or applicable law) of such proposed nominee or to determine the eligibility of such proposed nominee to serve on any committee or sub-committee of the Board of Directors under any applicable stock exchange listing requirements or applicable law, or that the Board of Directors determines, in its sole discretion, could be material to a reasonable stockholder’s understanding of the background, qualifications, experience, independence, or lack thereof, of such proposed nominee. The number of nominees a stockholder may nominate for election at the annual meeting was mailed of stockholders (or such public disclosure in the case of a stockholder giving the date notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting was madeof stockholders on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. A stockholder may not designate any substitute nominees unless the stockholder provides timely notice of such substitute nominee(s) in accordance with this Section 5, whichever first occurs. To in the case of an annual meeting, or Section 6, in the case of a special meeting (and such notice contains all of the information, representations, questionnaires and certifications with respect to such substitute nominee(s) that are required by the Bylaws with respect to nominees for director). (ii) For business other than nominations for the election to the Board of Directors to be in proper properly brought before an annual meeting by a stockholder pursuant to clause (iv) of Section 5(a), the Proposing Person must deliver written form, a Class B Member’s notice to the Secretary must at the principal executive offices of the corporation on a timely basis as set forth in Section 5(b)(iii), and must update and supplement such written notice on a timely basis as set forth in Section 5(c). The Proposing Person’s notice shall set forth: (A) as to each matter such stockholder the Proposing Person proposes to bring before the annual meeting (A) meeting, a brief description of the business desired to be brought before the annual meeting meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), the reasons for conducting such business at the annual meeting, and any material interest (including any anticipated benefit of such business to any Proposing Person (as defined below) other than solely as a result of its ownership of the corporation’s capital stock, that is material to any Proposing Person individually, or to the Proposing Persons in the aggregate) in such business of any Proposing Person; and (B) the information required by Section 5(b)(iv). (iii) To be timely, the written notice required by Section 5(b)(i) or 5(b)(ii) must be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the date (as stated in the corporation’s proxy materials) the definitive proxy statement was first sent to stockholders in connection with the preceding year’s annual meeting of stockholders (for purposes of notice required for action to be taken at the corporation’s annual meeting of stockholders for the 2024 calendar year, the date of the 2023 annual meeting shall be deemed to have occurred on [ ], 2023); provided, however, that, subject to the last sentence of this Section 5(b)(iii), in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 70 days after the anniversary of the preceding year’s annual meeting, or if no annual meeting was held (or deemed to have been held), notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if later than the 90th day prior to such annual meeting, the tenth day following the day on which public announcement of the date of such meeting is first made by the corporation. In no event shall an adjournment or postponement of an annual meeting (or the public announcement thereof) for which notice has been given, or for which a public announcement of the date of the meeting has been made by the corporation, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (iv) The written notice required by Sections 5(b)(i) or 5(b)(ii) shall also set forth, as of the date of the notice and as to the Proposing Person: (A) the name and record address of each Proposing Person, including, if applicable, such Class B Membername and address as they appear on the corporation’s books and records; (B) the class, series and number of shares of each class or series of the capital stock of the corporation that are, directly or indirectly, owned of record or beneficially (within the meaning of Rule 13d-3 under the 1934 Act) by each Proposing Person (provided, that for purposes of this Section 5(b)(iv), such Proposing Person shall in all events be deemed to beneficially own all shares of any class or series of capital stock of the corporation as to which such Proposing Person or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future); (C) a description of all arrangements any agreement, arrangement or understandings understanding (whether oral or in writing) with respect to such nomination or proposal (and/or the voting of shares of any class or series of capital stock of the corporation) between such Class B Member or among any Proposing Person and any of its affiliates or associates, and/or any other person or persons (including their names) in connection with ), including without limitation, any agreements, arrangements or understandings required to be disclosed pursuant to Item 5 or Item 6 of Schedule 13D under the proposal 1934 Act, regardless of such business by such Class B Member and any material interest of such Class B Member in such business and whether the requirement to file a Schedule 13D is applicable; (D) a representation that the Proposing Persons are holders of record or beneficial owners, as the case may be, of shares of the corporation at the time of giving notice, will be entitled to vote at the meeting, and that such Class B Member stockholder (or a qualified representative thereof) intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice (with respect to a notice under Section 5(b)(i)) or to propose the business that is specified in the notice (with respect to a notice under Section 5(b)(ii)); (E) a representation as to whether the Proposing Persons or any other participant (as defined in Item 4 of Schedule 14A under the 1934 Act) intend to solicit proxies from the required number of the corporation’s voting shares in support of any proposed nominee, as promulgated under Rule 14a-19 of the 1934 Act (with respect to a notice under Section 5(b)(i)), and, if so, the name of each participant in such solicitation and the amount of the cost of solicitation that has been and will be borne, directly or indirectly, by each participant in such solicitation, and a representation as to whether the Proposing Persons intend or are part of a group which intends to (x) deliver, or make available, a proxy statement and/or form of proxy to holders of at least such percentage of the corporation’s voting shares that would be required to approve or adopt the proposal or elect the nominee or (y) otherwise solicit proxies or votes from stockholders in support of such proposal (with respect to a notice under Section 5(b)(ii)); (F) to the extent known by any Proposing Person, the name and address of any other stockholder supporting the proposal on the date of such stockholder’s notice; (G) a description of all Derivative Transactions (as defined below) by each Proposing Person during the previous 12 month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic or voting terms of, such Derivative Transactions; (H) a certification regarding whether each Proposing Person has complied with all applicable federal, state and other legal requirements in connection with such Proposing Person’s acquisition of shares of capital stock or other securities of the corporation and/or such Proposing Person’s acts or omissions as a stockholder or beneficial owner of the corporation; and (I) any other information relating to each Proposing Person required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14 of the 1934 Act and the rules and regulations promulgated thereunder. (c) A Proposing Person providing the written notice required by Section 5(b)(i) or (ii) shall update and supplement such notice in writing, if necessary, so that the information (other than the representations required by Section 5(b)(iv)(E)) provided or required to be provided in such notice is true and correct in all material respects as of (i) the record date for the determination of stockholders entitled to notice of the meeting and (ii) the date that is five Business Days (as defined below) prior to the meeting and, in the event of any adjournment or postponement thereof, five Business Days prior to such adjourned or postponed meeting; provided, that no such update or supplement shall cure or affect the accuracy (or inaccuracy) of any representations made by any Proposing Person, any of its affiliates or associates or a nominee, or the validity (or invalidity) of any nomination or proposal that failed to comply with this Section 5 or is rendered invalid as a result of any inaccuracy therein. In the case of an update and supplement pursuant to clause (i) of this Section 5(c), such update and supplement shall be received by the Secretary at the principal executive offices of the corporation not later than five Business Days after the public announcement of the record date for the determination of stockholders entitled to notice of the meeting. In the case of an update and supplement pursuant to clause (ii) of this Section 5(c), such update and supplement shall be received by the Secretary at the principal executive offices of the corporation not later than two Business Days prior to the date for the meeting, and, in the event of any adjournment or postponement thereof, two Business Days prior to such adjourned or postponed meeting. (d) Notwithstanding anything in Section 5(b)(iii) to the contrary, in the event that the number of directors to be elected to the Board of Directors at the next annual meeting to bring is increased effective after the time period for which nominations would otherwise be due under Section 5(b)(iii) and there is no public announcement by the corporation naming all of the nominees for the new positions created by such business increase at least 100 days before the first anniversary of the preceding year’s annual meeting, a Proposing Person’s notice required by this Section 5 and that complies with the requirements in Section 5(b)(i), other than the timing requirements in Section 5(b)(iii), shall also be considered timely, but only with respect to nominees for the new positions created by such increase, if it shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation. (e) To be eligible to be a nominee for election or re-election as a dir

Annual Meetings. (a) The date, time, and place of the regular annual meeting of the Company shall be set by stockholders of the Directors. At each such meeting corporation, for the Class B Member shall elect Directors (if applicable) purpose of election of directors and transact for such other business as may properly come before it, shall be brought before the meeting. No business held on such date and at such time as may be transacted designated from time to time by the Board of Directors. The corporation may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors. Nominations of persons for election to the Board of Directors of the corporation and proposals of business to be considered by the stockholders may be made at an annual meeting of Class B Members, other than business that is either stockholders: (ai) specified in pursuant to the corporation’s notice of meeting of stockholders; (or any supplement theretoii) given by or at the direction of the DirectorsBoard of Directors or a duly authorized committee thereof; or (iii) by any stockholder of the corporation who was a stockholder of record (and, (bwith respect to any beneficial owner, if different, on whose behalf such business is proposed or such nomination or nominations are made, only if such beneficial owner was the beneficial owner of shares of the corporation) otherwise properly brought before the annual meeting by or at the direction time of giving the Directors, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the stockholder’s notice provided for herein and on the record date for the determination of stockholders in Section 5(b) below, who is entitled to vote at such annual the meeting and (ii) who complies complied with the notice procedures set forth in this Section 4.7(b5. For the avoidance of doubt, clause (iii) above shall be the exclusive means for a stockholder to make nominations and submit other business (other than matters properly included in the corporation’s notice of meeting of stockholders and proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “1934 Act”). In addition ) before an annual meeting of stockholders. (b) At an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under Delaware law, the Certificate of Incorporation and these Bylaws, and only such nominations shall be made and such business shall be conducted as shall have been properly brought before the meeting in accordance with the procedures below. (i) For nominations for the election to any other applicable requirements, for business the Board of Directors to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to clause (iii) of Section 5(a), such Class B Member the stockholder must have given timely notice thereof in proper deliver written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than corporation on a timely basis as set forth in Section 5(b)(iii) and must update and supplement such written notice on a timely basis as set forth in Section 5(c). Such stockholder’s notice shall set forth: (A) as to each nominee such stockholder proposes to nominate at the close meeting: (1) the name, age, business address and residence address of business on such nominee, (2) the fifth principal occupation or employment of such nominee, (5th3) day following the day class or series and number of shares of each class or series of capital stock of the corporation that are owned of record and beneficially by such nominee, (4) the date or dates on which such notice shares were acquired and the investment intent of such acquisition, and (5) all other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved and whether or not proxies are being or will be solicited), or that is otherwise required to be disclosed pursuant to Section 14 of the date 1934 Act (including such person’s written consent to being named in the corporation’s proxy statement and associated proxy card as a nominee of the stockholder and to serving as a director if elected); and (B) all of the information required by Section 5(b)(iv). The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the corporation (as such term is used in any applicable stock exchange listing requirements or applicable law) or on any committee or sub-committee of the Board of Directors under any applicable stock exchange listing requirements or applicable law, or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee. The number of nominees a stockholder may nominate for election at the annual meeting was mailed (or such public disclosure in the case of a stockholder giving the date notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting was madeon behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. (ii) Other than proposals sought to be included in the corporation’s proxy materials pursuant to Rule 14a-8 under the 1934 Act, whichever first occurs. To for business other than nominations for the election to the Board of Directors to be in proper properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 5(a), the stockholder must deliver written form, a Class B Member’s notice to the Secretary must at the principal executive offices of the corporation on a timely basis as set forth in Section 5(b)(iii), and must update and supplement such written notice on a timely basis as set forth in Section 5(c). Such stockholder’s notice shall set forth: (A) as to each matter such stockholder proposes to bring before the annual meeting (A) meeting, a brief description of the business desired to be brought before the annual meeting meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), the reasons for conducting such business at the annual meeting, and any material interest (including any anticipated benefit of such business to any Proponent (as defined below) other than solely as a result of its ownership of the corporation’s capital stock, that is material to any Proponent individually, or to the Proponents in the aggregate) in such business of any Proponent; and (B) the information required by Section 5(b)(iv). (iii) To be timely, the written notice required by Section 5(b)(i) or 5(b)(ii) must be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the immediately preceding year’s annual meeting; provided, however, that, subject to the last sentence of this Section 5(b)(iii), in the event that (A) the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the corporation or (B) the corporation did not have an annual meeting in the preceding year, notice by the stockholder to be timely must be so received not later than the tenth day following the day on which public announcement of the date of such meeting is first made. In no event shall an adjournment or postponement of an annual meeting for which notice has been given, or the public announcement thereof has been made, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (iv) The written notice required by Sections 5(b)(i) or 5(b)(ii) shall also set forth, as of the date of the notice and as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (each, a “Proponent” and collectively, the “Proponents”): (A) the name and record address of each Proponent, including, if applicable, such Class B Membername and address as they appear on the corporation’s books and records; (B) the class, series and number of shares of each class or series of the capital stock of the corporation that are, directly or indirectly, owned of record or beneficially (within the meaning of Rule 13d-3 under the ▇▇▇▇ ▇▇▇) by each Proponent (provided, that for purposes of this Section 5(b)(iv), such Proponent shall in all events be deemed to beneficially own all shares of any class or series of capital stock of the corporation as to which such Proponent has a right to acquire beneficial ownership at any time in the future); (C) a description of all arrangements any agreement, arrangement or understandings understanding (whether oral or in writing) with respect to such nomination or proposal (and/or the voting of shares of any class or series of capital stock of the corporation) between such Class B Member or among any Proponent and any other person of its affiliates or persons associates, and any others (including their names) acting in connection concert, or otherwise under the agreement, arrangement or understanding, with any of the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and foregoing; (D) a representation that such Class B Member intends the Proponents are holders of record or beneficial owners, as the case may be, of shares of the corporation at the time of giving notice, will be entitled to vote at the meeting, and intend to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice (with respect to a notice under Section 5(b)(i)) or to propose the business that is specified in the notice (with respect to a notice under Section 5(b)(ii)); (E) a representation as to whether the Proponents intend to deliver a proxy statement and form of proxy to holders of a sufficient number of the corporation’s voting shares to elect such nominee or nominees (with respect to a notice under Section 5(b)(i)) or to carry such proposal (with respect to a notice under Section 5(b)(ii)); (F) to the extent known by any Proponent, the name and address of any other stockholder supporting the proposal on the date of such stockholder’s notice; and (G) a description of all Derivative Transactions (as defined below) by each Proponent during the previous 12 month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions. (c) A stockholder providing the written notice required by Section 5(b)(i) or (ii) shall update and supplement such notice in writing, if necessary, so that the information provided or required to be provided in such notice is true and correct in all material respects as of (i) the record date for the determination of stockholders entitled to notice of the meeting and (ii) the date that is five Business Days (as defined below) prior to the meeting and, in the event of any adjournment or postponement thereof, five Business Days prior to such adjourned or postponed meeting. In the case of an update and supplement pursuant to clause (i) of this Section 5(c), such update and supplement shall be received by the Secretary at the principal executive offices of the corporation not later than five Business Days after the later of the record date for the determination of stockholders entitled to notice of the meeting or the public announcement of such record date. In the case of an update and supplement pursuant to clause (ii) of this Section 5(c), such update and supplement shall be received by the Secretary at the principal executive offices of the corporation not later than two Business Days prior to the date for the meeting, and, in the event of any adjournment or postponement thereof, two Business Days prior to such adjourned or postponed meeting. (d) Notwithstanding anything in Section 5(b)(iii) to the contrary, in the event that the number of directors in an Expiring Class (as defined below) to be elected to the Board of Directors at the annual meeting to bring such business is increased effective after the time period for which nominations would otherwise be due under Section 5(b)(iii) and there is no public announcement by the corporation naming the nominees for the additional directorships at least 100 days before the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 5 and that complies with the requirements in Section 5(b)(i), other than the timing requirements in Section 5(b)(iii), shall also be considered timely, but only with respect to nominees for the additional directorships in such Expiring Class, if it shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation. For purposes of this section, an “Expiring Class” shall mean a class of directors whose term shall expire at the annual meeting of stockholders.

Annual Meetings. The date(A) Annual meetings of stockholders may be held at such place, timeeither within or without the State of Delaware, and place at such time and date as the Board of Directors shall determine. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 2.02 of these Bylaws in accordance with Section 211(a)(2) of the regular annual meeting Delaware General Corporation Law. (B) Nominations of persons for election to the Company shall Board of Directors and the proposal of other business to be set considered by the Directors. At each such meeting the Class B Member shall elect Directors (if applicable) and transact such other business as may properly be brought before the meeting. No business stockholders may be transacted made at an annual meeting of Class B Members, other than business that is either stockholders (a1) specified in pursuant to the Corporation’s notice of meeting delivered pursuant to Section 2.03 of these Bylaws, (or any supplement thereto2) given by or at the direction of the Directors, (b) otherwise properly brought before the annual meeting by or at the direction Chairman of the Directors, Board or (c3) otherwise properly brought before the annual meeting by any Class B Member stockholder of the Company (i) Corporation who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) the meeting, who complies complied with the notice procedures set forth in paragraphs (B), (C) and (D) of this Section 4.7(b). In addition 2.01 and who was a stockholder of record at the time such notice is delivered to any the Secretary of the Corporation. (C) For nominations or other applicable requirements, for business to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to clause (3) of paragraph (B) of this Section 2.01, such Class B Member the stockholder must have given timely notice thereof in proper written form writing to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received Corporation at the principal executive offices of the Company Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) days from the anniversary date of the previous year’s meeting, notice by the stockholder to be timely must be so delivered not earlier than one hundred and twenty (120) days prior to such annual meeting and not later than the close of business on the fifth later of the ninetieth (5th90th) day prior to such annual meeting or the tenth (10th) day following the day on which such notice public announcement of the date of the such meeting is first made. Public announcement of an adjournment of an annual meeting was mailed shall not commence a new time period for the giving of a stockholder’s notice. Notwithstanding anything in this Section 2.01(C) to the contrary, if the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased board of directors at least one hundred (100) calendar days prior to the anniversary of the mailing of proxy materials for the prior year’s annual meeting of stockholders, then a stockholder’s notice required by this Section shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary of the Corporation not later than the close of business on the tenth (10th) calendar day following the day on which such public disclosure of announcement is first made by the date of the annual meeting was made, whichever first occurs. To be in proper written form, a Class B MemberCorporation. (D) Such stockholder’s notice to the Secretary must also shall set forth (1) as to each matter person whom the stockholder proposes to nominate for election or re-election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (2) as to any other business that the stockholder proposes to bring before the annual meeting (A) meeting, a brief description of the business desired to be brought before the annual meeting and meeting, the text of any resolution proposed to be adopted at the meeting, the reasons for conducting such business at the annual meetingmeeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (B3) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (a) the name and record address of such Class B Memberstockholder, as they appear on the Corporation’s books, and of such beneficial owner and (Cb) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner. (1) Only such persons who are nominated in accordance with the procedures set forth in this Section 2.01 shall be eligible for election to serve as directors and only such business shall be conducted at a description meeting of all arrangements stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section. Except as otherwise provided by law, the Certificate of Incorporation or understandings between these Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such Class B Member defective proposal or nomination shall be disregarded. The chairman of the meeting of stockholders shall, if the facts warrant, determine and declare to the meeting that any nomination or business was not properly brought before the meeting and in accordance with the provisions of these Bylaws, and if he or she should so determine, the chairman shall so declare to the meeting, and any other person such nomination or persons business not properly brought before the meeting shall not be transacted. (including their names2) Whenever used in these Bylaws, “public announcement” shall mean disclosure (a) in connection a press release released by the Corporation, provided such press release is released by the Corporation following its customary procedures, is reported by the Dow ▇▇▇▇▇ News Service, Associated Press or comparable national news service, or is generally available on internet news sites, or (b) in a document publicly filed by the Corporation with the proposal Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of such business by such Class B Member and the Exchange Act. (3) Nothing in these Bylaws shall be deemed to affect any material interest rights (a) of such Class B Member stockholders to request inclusion of proposals in such business and the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, or (Db) of the holders of any class or series of stock having a representation that such Class B Member intends preference over the Common Stock as to appear in person dividends or by proxy at the annual meeting upon liquidation to bring such business before the meetingelect directors under specified circumstances.

Annual Meetings. (a) The date, time, and place of the regular annual meeting of the Company shall be set by stockholders of the Directors. At each such meeting Corporation, for the Class B Member shall elect Directors (if applicable) purpose of election of directors and transact for such other business as may properly come before it, shall be brought before the meeting. No business held on such date and time as may be transacted determined from time to time by the Board. Any annual meeting of stockholders previously scheduled by the Board may be postponed, rescheduled or cancelled by the Board, or any director or officer of the Corporation to whom the Board delegates such authority, at any time before or after notice of such meeting has been given to stockholders. Nominations of persons for election to the Board and proposals of other business to be considered by the stockholders may be made at an annual meeting of Class B Members, other than business that is either stockholders: (ai) specified in pursuant to the Corporation’s notice of meeting of stockholders (or any supplement thereto); (ii) given by or at the direction of the DirectorsBoard or a duly authorized committee thereof; or (iii) by any stockholder of the Corporation who is a stockholder of record at the time of giving the stockholder’s notice provided for in Section 3.2(b) of these Amended and Restated Bylaws (as may be further amended and/or restated from time to time, (bthe “Amended and Restated Bylaws”) otherwise properly brought before and who is a stockholder of record at the time of the annual meeting by or at the direction of the Directorsstockholders, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at such annual the meeting and (ii) who complies complied with the notice procedures set forth in this Section 4.7(b)3.2, and, except as otherwise required by law, any failure to comply with these procedures shall result in the nullification of such nomination or proposal. In addition For the avoidance of doubt, clause (iii) above shall be the exclusive means for a stockholder to any make nominations and submit other applicable requirementsbusiness before an annual meeting of stockholders. (b) At an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under the DGCL, the Amended and Restated Certificate of Incorporation and these Amended and Restated Bylaws, and only such nominations shall be made and such business shall be conducted as shall have been properly brought before the meeting in accordance with the procedures below. (1) For nominations for the election to the Board to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to clause (iii) of Section 3.2(a), such Class B Member the stockholder must have given timely notice thereof in proper deliver written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than Corporation on a timely basis as set forth in Section 3.2(b)(3) and must update and supplement the close information contained in such written notice on a timely basis as set forth in Section 3.2(c). Such stockholder’s notice shall include: (A) as to each nominee such stockholder proposes to nominate at the meeting: (1) the name, age, business address and residence address of business such nominee, (2) the principal occupation or employment of such nominee, (3) the class or series and number of shares of each class or series of capital stock of the Corporation that are owned of record and beneficially by such nominee and list of any pledge of or encumbrances on such shares, (4) the fifth (5th) day following the day date or dates on which such shares were acquired and the investment intent of such acquisition, (5) the questionnaire, representation and agreement required by Section 3.2(e), completed and signed by such nominee, and (6) all other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved and whether or not proxies are being or will be solicited), or that is otherwise required to be disclosed or provided to the Corporation pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including such person’s written consent to being named in a proxy statement, associated proxy card and other filings as a nominee and to serving as a director if elected); and (B) all of the information required by Section 3.2(b)(4). The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation and to determine the independence (as such term is defined in any applicable stock exchange rules or applicable law) of such proposed nominee or to determine the eligibility of such proposed nominee to serve on any committee or sub-committee of the Board under any applicable stock exchange rules or applicable law, or that the Board determines could be material to a reasonable stockholder’s understanding of the background, qualifications, experience, independence, or lack thereof, of such proposed nominee. The number of nominees a stockholder may nominate for election at an annual meeting on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at an annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. A stockholder may not designate any substitute nominees unless the stockholder provides timely notice of such substitute nominee(s) in accordance with this Section 3.2, in the date case of an annual meeting, or Section 3.3, in the case of a special meeting (and such notice contains all of the information, representations, questionnaires and certifications with respect to such substitute nominee(s) that are required by these Amended and Restated Bylaws with respect to nominees for director). (2) For business other than nominations for the election to the Board to be properly brought before an annual meeting was mailed or such public disclosure by a stockholder pursuant to clause (iii) of Section 3.2(a), the date of the annual meeting was made, whichever first occurs. To be in proper stockholder must deliver written form, a Class B Member’s notice to the Secretary must at the principal executive offices of the Corporation on a timely basis as set forth in Section 3.2(b)(3), and must update and supplement the information contained in such written notice on a timely basis as set forth in Section 3.2(c). Such stockholder’s notice shall include: (A) as to each matter such stockholder proposes to bring before the annual meeting (A) meeting, a brief description of the business desired to be brought before the annual meeting meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Amended and Restated Bylaws, the language of the proposed amendment), the reasons for conducting such business at the meeting, and any material interest (including any anticipated benefit of such business to any Proponent (as defined below) other than solely as a result of its ownership of the Corporation’s capital stock, that is material to any Proponent individually, or to the Proponents in the aggregate) in such business of any Proponent; and (B) all of the information required by Section 3.2(b)(4). (3) To be timely, the written notice required by Section 3.2(b)(1) or 3.2(b)(2) must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day, nor earlier than the one hundred and twentieth (120th) day, prior to the first anniversary of the immediately preceding year’s annual meeting (for purposes of notice required for action to be taken at the Corporation’s first annual meeting of stockholders after the adoption of these Amended and Restated Bylaws, the date of the immediately preceding year’s annual meeting shall be deemed to have occurred on June 15 in such immediately preceding calendar year); provided, however, that, subject to the last sentence of this Section 3.2(b)(3), in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than seventy (70) days after the anniversary of the preceding year’s annual meeting, or if no annual meeting was held (or deemed to have been held), notice by the stockholder to be timely must be so received not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the later of the close of business on (i) the ninetieth (90th) day prior to such annual meeting or (ii) the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall an adjournment or postponement of an annual meeting (or the public announcement thereof) for which notice has been given, or for which a public announcement of the date of the meeting has been made by the Corporation, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (4) The written notice required by Sections 3.2(b)(1) or 3.2(b)(2) shall also include, as of the date of the notice and as to the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made and any affiliate who controls either of the foregoing stockholder or beneficial owner, directly or indirectly (each, a “Proponent” and collectively, the “Proponents”): (A) the name and address of each Proponent, including, if applicable, such name and address as they appear on the Corporation’s books and records; (B) the name class, series and number of shares of each class or series of the capital stock of the Corporation that are, directly or indirectly, owned of record address or beneficially (within the meaning of Rule 13d-3 under the 1934 Act) by each Proponent (provided, that for purposes of this Section 3.2(b)(4), such Class B Member, Proponent shall in all events be deemed to beneficially own all shares of any class or series of capital stock of the Corporation as to which such Proponent or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future); (C) a description of all arrangements any agreement, arrangement or understandings understanding (whether oral or in writing) with respect to such nomination or proposal (and/or the voting of shares of any class or series of capital stock of the Corporation) between such Class B Member or among any Proponent and any of its affiliates or associates, and/or any other person or persons (including their names) in connection with including without limitation, any agreements, arrangements or understandings required to be disclosed pursuant to Item 5 or Item 6 of 1934 Act Schedule 13D, regardless of whether the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and requirement to file a Schedule 13D is applicable; (D) a representation that the stockholder is a holder of record of shares of the Corporation at the time of giving notice, will be entitled to vote at the meeting, and that such Class B Member stockholder (or a qualified representative thereof) intends to appear in at the meeting to nominate the person or persons specified in the notice (with respect to a notice under Section 3.2(b)(1)) or to propose the business that is specified in the notice (with respect to a notice under Section 3.2(b)(2)); (E) a representation whether any Proponent or any other participant (as defined in Item 4 of Schedule 14A under the 1934 Act) will engage in a solicitation with respect to such nomination or proposal and, if so, the name of each participant in such solicitation and the amount of the cost of solicitation that has been and will be borne, directly or indirectly, by each participant in such solicitation, and a representation as to whether the Proponents intend or are part of a group which intends (x) to deliver, or make available, a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s voting shares required to approve or adopt the proposal or elect the nominee, (y) to otherwise solicit proxies or votes from stockholders in support of such proposal or nomination and/or (z) to solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the 1934 Act; (F) to the extent known by any Proponent, the name and address of any other stockholder supporting the proposal on the date of such stockholder’s notice; (G) a description of all Derivative Transactions (as defined below) by each Proponent during the previous 12-month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic or voting terms of, such Derivative Transactions; (H) a certification regarding whether each Proponent has complied with all applicable federal, state and other legal requirements in connection with such Proponent’s acquisition of shares of capital stock or other securities of the Corporation and/or such Proponent’s acts or omissions as a stockholder or beneficial owner of the Corporation and (I) any other information relating to each Proponents required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14 of the 1934 Act and the rules and regulations promulgated thereunder. (c) A stockholder providing the written notice required by Section 3.2(b)(1) or (2) shall update and supplement such notice in writing, if necessary, so that the information (other than the representations required by Section 3.2(b)(4)) provided or required to be provided in such notice is true and correct in all material respects as of (i) the record date for the determination of stockholders entitled to notice of the meeting and (ii) the date that is five (5) Business Days (as defined below) prior to the meeting and, in the event of any adjournment or postponement thereof, five (5) Business Days prior to such adjourned or postponed meeting; provided, that no such update or supplement shall cure or affect the accuracy (or inaccuracy) of any representations made by any Proponent, any of its affiliates or associates, or a nominee or the validity (or invalidity) of any nomination or proposal that failed to comply with this Section 3.2 or is rendered invalid as a result of any inaccuracy therein. In the case of an update and supplement pursuant to clause (i) of this Section 3.2(c), such update and supplement must be received by the Secretary at the principal executive offices of the Corporation not later than five (5) Business Days after the later of the record date for the determination of stockholders entitled to notice of the meeting or the public announcement of such record date. In the case of an update and supplement pursuant to clause (ii) of this Section 3.2(c), such update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than two (2) Business Days prior to the date for the meeting, and, in the event of any adjournment or postponement thereof, two (2) Business Days prior to such adjourned or postponed meeting. (d) Notwithstanding anything in Section 3.2(b)(3) to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting to bring such business is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board at least ten (10) days before the meetinglast day a stockholder may deliver a notice of nomination in accordance with Section 3.2(b)(3), a stockholder’s notice required by this Section 3.2 and that complies with the requirements in Section 3.2(b)(1), other than the timing requirements in Section 3.2(b)(3), shall also be considered timely, but only with respect to nominees for the new positions created by such increase, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation. (e) To be eligible to be a nominee for election or re-election as a director of the Corporation pursuant to a nomination under clause (iii) of Section 3.2(a) or clause (ii) of Section 3.3(c), each Proponent must deliver (in accordance with the time periods prescribed for delivery of notice under Sections 3.2(b)(3), 3.2(d) or 3.3(c), as applicable) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background, qualifications, stock ownership and independence of such proposed

Annual Meetings. (a) The date, time, and place of the regular annual meeting of the Company shall be set by stockholders of the Directors. At each such meeting corporation, for the Class B Member shall elect Directors (if applicable) purpose of election of directors and transact for such other business as may properly come before it, shall be brought before the meeting. No business held on such date and at such time as may be transacted designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of Class B Members, other than business that is either stockholders: (ai) specified in pursuant to the corporation’s notice of meeting of stockholders (with respect to business other than nominations) or any supplement thereto; (ii) given brought specifically by or at the direction of the Board of Directors, ; or (biii) otherwise properly brought before by any stockholder of the annual meeting by or corporation who was a stockholder of record at the direction time of giving the Directors, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the stockholder’s notice provided for herein and on the record date for the determination of stockholders in Section 5(b) below, who is entitled to vote at such annual the meeting and (ii) who complies complied with the notice procedures set forth in this Section 4.7(b5. For the avoidance of doubt, clause (iii) above shall be the exclusive means for a stockholder to make nominations and submit other business (other than matters properly included in the corporation’s notice of meeting of stockholders and proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “1934 Act”). In addition ) before an annual meeting of stockholders. (b) At an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under Delaware law and as shall have been properly brought before the meeting in accordance with the procedures below. (i) For nominations for the election to any other applicable requirements, for business the Board of Directors to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to clause (iii) of Section 5(a), such Class B Member the stockholder must have given timely notice thereof in proper deliver written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than corporation on a timely basis as set forth in Section 5(b)(iii) and must update and supplement such written notice on a timely basis as set forth in Section 5(c). Such stockholder’s notice shall set forth: (A) as to each nominee such stockholder proposes to nominate at the close meeting: (1) the name, age, business address and residence address of business on such nominee, (2) the fifth principal occupation or employment of such nominee, (5th3) day following the day class and number of shares of each class of capital stock of the corporation which are owned of record and beneficially by such nominee, (4) the date or dates on which such notice shares were acquired and the investment intent of such acquisition, (5) a description of all Derivative Transactions (as defined below) by such nominee during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions, (6) a written statement executed by such nominee that such nominee agrees to tender an irrevocable resignation to the Secretary of the corporation, to be effective upon such person’s failure to receive the required vote for re-election in any uncontested election at which such person would face re-election and acceptance of such resignation by the Board of Directors, (7) a written statement executed by such nominee that such nominee acknowledges that as a director of the corporation, such nominee will owe a fiduciary duty under Delaware law with respect to the corporation and its stockholders, (8) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among any Proponent (as defined below), on the one hand, and such nominee, such nominee’s affiliates and associates and any other persons with whom such nominee (or any of such nominee’s affiliates and associates) is acting in concert, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K, (9) such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the 1934 Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named as a nominee and to serving as a director if elected), (10) such other information as the corporation may reasonably require such nominee to furnish in order for the corporation to determine the eligibility of such nominee to serve as an independent director of the corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee, and (11) a written questionnaire, in the form required by the Secretary of the corporation, with respect to the background and qualifications of such nominee and the background and other relevant facts about the Proponent and each other person on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that, among other matters, such nominee: (i) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person as to how such potential nominee, if elected as a director, will act or vote on any issue or question that has not been disclosed in such questionnaire; (ii) is not and will not become a party to any agreement, arrangement or understanding with any person other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed in such questionnaire; (iii) would be in compliance, if elected or re-elected as a director, and will comply with, applicable law and all corporate governance, conflict of interest, confidentiality and other policies and guidelines of the corporation applicable to directors generally and publicly available (whether on the corporation’s website or otherwise) as of the date of such representation and agreement and (iv) intends to serve as a director for the full term for which such person is standing for election; and (B) the information required by Section 5(b)(iv). The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee. Any such update or supplement shall be delivered to the Secretary at the principal executive offices of the corporation not later than five (5) business days after the request by the corporation for subsequent information has been delivered to such stockholder. (ii) Other than proposals sought to be included in the corporation’s proxy materials pursuant to Rule 14a-8 under the 1934 Act, for business other than nominations for the election to the Board of Directors to be properly brought before an annual meeting was mailed or such public disclosure by a stockholder pursuant to clause (iii) of Section 5(a), the date of the annual meeting was made, whichever first occurs. To be in proper stockholder must deliver written form, a Class B Member’s notice to the Secretary must at the principal executive offices of the corporation on a timely basis as set forth in Section 5(b)(iii), and must update and supplement such written notice on a timely basis as set forth in Section 5(c). Such stockholder’s notice shall set forth: (A) as to each matter such stockholder proposes to bring before the annual meeting (A) meeting, a brief description of the business desired to be brought before the annual meeting and meeting, the reasons for conducting such business at the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend these Bylaws, the language of the proposed amendment), and any material interest (including any anticipated benefit of such business to any Proponent (as defined below) other than solely as a result of its ownership of the corporation’s capital stock, that is material to any Proponent individually, or to the Proponents in the aggregate) in such business of any Proponent; and (B) the information required by Section 5(b)(iv). (iii) To be timely, the written notice required by Section 5(b)(i) or 5(b)(ii) must be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting of the stockholders of the corporation; provided, however, that, subject to the last sentence of this Section 5(b)(iii), in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall an adjournment or a postponement of an annual meeting of the stockholders of the corporation for which notice has been given, or the public announcement thereof has been made, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (iv) The written notice required by Section 5(b)(i) or 5(b)(ii) shall also set forth, as of the date of the notice and as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (each, a “Proponent” and collectively, the “Proponents”): (A) the name and record address of such Class B Membereach Proponent, as they appear on the corporation’s books; (B) the class, series and number of shares of the corporation that are owned beneficially and of record by each Proponent; (C) a description of all arrangements any agreement, arrangement or understandings understanding (whether oral or in writing) with respect to such nomination or proposal between such Class B Member or among any Proponent and any other person of its affiliates or persons associates, and any others (including their names) acting in connection concert, or otherwise under the agreement, arrangement or understanding, with any of the foregoing; (D) any proxy, contract, arrangement, understanding or relationship pursuant to which any Proponent or such Proponent’s nominee has a right to vote any class or series of shares of the corporation; (E) any direct or indirect interest of any Proponent or such Proponent’s nominee in any contract with the proposal corporation, any affiliate of such business by such Class B Member and the corporation or any material interest principal competitor of such Class B Member in such business and the corporation (Dincluding, without limitation, any employment agreement, collective bargaining agreement or consulting agreement); (F) a representation that such Class B Member intends the Proponents are holders of record or beneficial owners, as the case may be, of shares of the corporation entitled to vote at the meeting and intend to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice (with respect to a notice under Section 5(b)(i)) or to propose the business that is specified in the notice (with respect to a notice under Section 5(b)(ii)); (G) a representation as to whether the Proponents intend to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the corporation’s voting shares to elect such nominee or nominees (with respect to a notice under Section 5(b)(i)) or to carry such proposal (with respect to a notice under Section 5(b)(ii)); (H) to the extent known by any Proponent, the name and address of any other stockholder supporting the proposal on the date of such stockholder’s notice; (I) any pending or threatened litigation in which any Proponent is a party; (J) if such Proponent is not a natural person, the identity of the natural person or persons associated with such Proponent responsible for the formulation of and decision to propose the business to be brought before the meeting (such person or persons, the “Responsible Person”), the manner in which such Responsible Person was selected, any fiduciary duties owed by such Responsible Person to the equity holders or other beneficiaries of such Proponent, the qualifications and background of such Responsible Person and any material interests or relationships of such Responsible Person that are not shared generally by any other record or beneficial holder of the shares of any class or series of the corporation and that reasonably could have influenced the decision of such Proponent to propose such business to be brought before the meeting of stockholders; (K) a certification regarding whether each Proponent has complied with all federal, state and other legal requirements in connection with such Proponent’s acquisition of shares of capital stock or other securities of the corporation; (L) any other information relating to each Proponent that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for stockholder proposals pursuant to Section 14 of the 1934 Act; (M) a description of all Derivative Transactions (as defined below) by each Proponent during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions; (N) any significant equity interest in, or any Derivative Transaction with respect to, any principal competitor of the corporation held by any Proponent; and (O) in the case of director nominations being brought before an annual meeting, a written undertaking by such Proponent or the beneficial owner, if any, on whose behalf the nomination is made that such party will deliver, (i) at least 20 calendar days before the annual meeting, a copy of its definitive proxy statement and form of proxy or (ii) at least 40 calendar days before the annual meeting a Notice of Internet Availability of Proxy Materials that would satisfy the requirements of Rule 14a-16(d) of the Exchange Act, in each case, to bring such business before holders of at least 67% of the meetingvoting power of all of the shares of capital stock of the corporation entitled to vote generally in the election of directors.

Annual Meetings. The date, time, and place of the regular (i) An annual meeting of the Company Members holding Voting Units for the election of directors to the Board of Directors and such other matters as the Board of Directors shall submit to a vote of the Members holding Voting Units shall be set held at such date and time as may be fixed from time to time by the DirectorsBoard of Directors at such place within or without the State of Delaware as may be fixed from time to time by the Board of Directors and all as stated in the notice of the meeting. Notice of the annual meeting shall be given in accordance with Section 12.5 not less than 10 days nor more than 60 days prior to the date of such meeting. (ii) At each any annual meeting, only such meeting nominations of persons for election to the Class B Member Board of Directors shall elect Directors (if applicable) be made, and transact only such other business shall be conducted or considered, as may shall have been properly be brought before the meeting. No business may For nominations to be transacted properly made at an annual meeting meeting, and proposals of Class B Membersother business to be properly brought before an annual meeting, nominations and proposals of other than business that is either must be: (aA) specified in the notice of meeting meeting, (or any supplement theretoB) given otherwise properly made at the annual meeting, by or at the direction of the Directors, Board of Directors or (bC) otherwise properly requested to be brought before the annual meeting by a Member in accordance with this Section 12.4. For nominations of persons for election to the Board of Directors or proposals of other business to be properly requested by a Member to be made at an annual meeting, a Member must (I) be a Member at the direction time of giving of notice of such annual meeting and at the time of the Directorsannual meeting, or (cII) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders be entitled to vote at such annual meeting and (iiIII) who complies comply with the notice procedures set forth in this Section 4.7(b)12.4 as to such business or nomination. In addition The immediately preceding sentence shall be the exclusive means for a Member to make nominations or other business proposals (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the notice of meeting) before an annual meeting. (iii) The Members holding Outstanding Voting Units shall vote together as a single class. The Members entitled to vote shall elect by a plurality of the votes cast, in person or by proxy, at such meeting persons to serve on the Board of Directors who are nominated in accordance with the provisions of this Article XII. (iv) Without qualification or limitation, subject to any other applicable requirementsrights of the Members to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act and to this Section 12.4, for any nominations or any other business to be properly requested to be brought before an annual meeting by a Class B Member, such Class B the Member must have given timely notice thereof (including, in the case of nominations, the completed and signed questionnaire, representation and agreement required by Section 12.13) in a proper written form and timely updates and supplements thereof in writing to the Secretary Board of the CompanyDirectors and such business must otherwise be a proper matter for Member action. To be timely, a Class B Member's ’s notice to the Secretary must must: (A) be delivered to or mailed and received at the principal executive offices Board of Directors pursuant to Section 14.1 not earlier than the close of business on the 120th day nor later than the close of business on the 90th day prior to the first anniversary of the Company preceding year’s annual meeting; provided, however, that (x) in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date and (y) in the case of the 2016 annual meeting, a Member’s notice to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the fifth (5th) later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which such notice public announcement of the date of the annual meeting was mailed is first made. In no event shall an adjournment or postponement of an annual meeting, or the public announcement thereof, commence a new time period for the giving of a Member’s notice as described above. (B) further be updated and supplemented, if necessary, so that the information provided or required to be provided in such public disclosure notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) Business Days prior to the meeting or any adjournment or postponement thereof, and such updates and supplements shall be delivered to the Board of Directors pursuant to Section 14.1 not later than five (5) Business Days after the record date for the meeting in the case of the annual meeting was madeupdate and supplement required to be made as of the record date, whichever first occurs. To be in proper written form, a Class B Member’s notice and not later than eight (8) Business Days prior to the Secretary must date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) Business Days prior to the meeting or any adjournment or postponement thereof. The obligation to update and supplement set forth as in this paragraph or any other provision of this Section 12.4 shall not limit the Company’s rights with respect to each matter such stockholder proposes any deficiencies in any notice provided by a Member, extend any applicable deadlines hereunder or enable or be deemed to bring before the annual meeting (A) permit a brief description of the Member who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business desired and/or resolutions proposed to be brought before the annual meeting and the reasons for conducting such business at the an annual meeting, . (Bv) This Article XII may not be amended except upon the name and record address prior approval of such Class B Member, (C) a description Members that hold 80% of all arrangements or understandings between such Class B Member and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and (D) a representation that such Class B Member intends to appear in person or by proxy at the annual meeting to bring such business before the meetingOutstanding Voting Units.

Annual Meetings. The date, time, and place of the regular (i) An annual meeting of the Company Limited Partners holding Voting Units for the election of directors to the Board of Directors and such other matters as the Board of Directors shall submit to a vote of the Limited Partners holding Voting Units shall be set held at such date and time as may be fixed from time to time by the Directors. At each General Partner (or, if there is no General Partner at such time, Limited Partners owning at least 25% of the Outstanding Voting Units of the class or classes for which the meeting is proposed) at such place within or without the Class B Member shall elect Directors State of Delaware as may be fixed from time to time by the General Partner (or, if applicablethere is no General Partner at such time, Limited Partners owning at least 25% of the Outstanding Voting Units of the class or classes for which the meeting is proposed) and transact such other business all as may properly be brought before the meeting. No business may be transacted at an annual meeting of Class B Members, other than business that is either (a) specified stated in the notice of meeting (or any supplement thereto) given by or at the direction meeting. Notice of the Directors, (b) otherwise properly brought before the annual meeting by or at the direction of the Directors, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member shall be given in good standing on accordance with Section 13.5 not less than 10 days nor more than 60 days prior to the date of the giving of the notice provided for herein and on the record date for the determination of stockholders such meeting. (ii) The Limited Partners holding Voting Units shall vote together as a single class. The Limited Partners entitled to vote shall elect by a plurality of the votes cast at such annual meeting and (ii) persons to serve on the Board of Directors who complies are nominated in accordance with the notice procedures set forth in provisions of this Article XIII. The exercise by a Limited Partner of the right to elect the Directors and any other rights afforded to such Limited Partner under this Section 4.7(b). In addition 13.4 shall be in such Limited Partner’s capacity as a limited partner of the Partnership and shall not cause a Limited Partner to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize such Limited Partner’s limited liability under the Delaware Act or the law of any other applicable requirementsstate in which the Partnership is qualified to do business. (iii) Without qualification or limitation, for any business to be properly requested to be brought before an annual meeting by a Class B MemberLimited Partner, such Class B Member the Limited Partner must have given timely notice thereof in a proper written form and timely updates and supplements thereof in writing to the Secretary of the CompanyGeneral Partner and such business must otherwise be a proper matter for Limited Partner action. To be timely, a Class B Member's Limited Partner’s notice to the Secretary must must: A. be delivered to or mailed and received at the principal executive offices General Partner pursuant to Section 15.1 not earlier than the close of business on the 120th day nor later than the close of business on the 90th day prior to the first anniversary of the Company preceding year’s annual meeting; provided, however, that (x) in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date and (y) in the case of the 2012 annual meeting, a Limited Partner’s notice to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the fifth (5th) later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which such notice public announcement of the date of the annual meeting was mailed is first made. In no event shall an adjournment or postponement of an annual meeting, or the public announcement thereof, commence a new time period for the giving of a Limited Partner’s notice as described above. B. further be updated and supplemented, if necessary, so that the information provided or required to be provided in such public disclosure notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) Business Days prior to the meeting or any adjournment or postponement thereof, and such updates and supplements shall be delivered to the General Partner pursuant to Section 15.1 not later than five (5) Business Days after the record date for the meeting in the case of the annual meeting was madeupdate and supplement required to be made as of the record date, whichever first occurs. To be in proper written form, a Class B Member’s notice and not later than eight (8) Business Days prior to the Secretary must set forth as to each matter such stockholder proposes to bring before date for the annual meeting (A) a brief description meeting, any adjournment or postponement thereof in the case of the business desired update and supplement required to be brought before made as of ten (10) Business Days prior to the annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and record address of such Class B Member, (C) a description of all arrangements or understandings between such Class B Member and any other person adjournment or persons (including their names) in connection with the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and (D) a representation that such Class B Member intends to appear in person or by proxy at the annual meeting to bring such business before the meetingpostponement thereof.

Annual Meetings. The date, time, and place of the regular (1) At an annual meeting of the Company stockholders, only such nominations of persons for election to the Board of Directors shall be set by the Directors. At each considered and such meeting the Class B Member business shall elect Directors (if applicable) and transact such other business be conducted as may shall have been properly be brought before the meeting. No business may To be transacted at properly brought before an annual meeting of Class B Membersmeeting, nominations and other than business that is either must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the annual meeting by or at the direction of the Directors, Board of Directors or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company a stockholder who (i) who is a Class B Member in good standing on the date stockholder of record of the giving Corporation (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed or such nomination or nominations are made, only if such beneficial owner is the beneficial owner of shares of the Corporation) both at the time the notice provided for herein in paragraph (A) of this Section 11 is delivered to the secretary of the Corporation and on the record date for the determination of stockholders entitled to vote at such the annual meeting and of stockholders, (ii) who is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in paragraph (A) of this Section 4.7(b)11. In addition to any For nominations or other applicable requirements, for business to be properly brought before an annual meeting by a Class B Memberstockholder, such Class B Member the stockholder must have given timely notice thereof in writing and in proper written form to the Secretary secretary of the CompanyCorporation. To be timely, a Class B Member's stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company Corporation, not later than the close of business on the fifth ninetieth (5th90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Notwithstanding anything in this paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by paragraph (A) of this Section 11 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation. (2) A stockholder’s notice providing for the nomination of a person or persons for election as a Director or Directors of the Corporation shall set forth (a) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (and for purposes of clauses (ii) through (ix) below, including any interests described therein held by any affiliates or associates (each within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”) for purposes of these Bylaws) of such stockholder or beneficial owner or by any member of such stockholder’s or beneficial owner’s immediate family sharing the same household, in each case as of the date of such stockholder’s notice, which information shall be confirmed or updated, if necessary, by such stockholder and beneficial owner (x) not later than ten (10) days after the annual record date for the notice of the meeting was mailed to disclose such ownership as of the record date for the notice of the meeting, and (y) not later than eight (8) business days before the meeting or any adjournment or postponement thereof to disclose such public disclosure ownership as of the date of the annual meeting was made, whichever first occurs. To be in proper written form, a Class B Member’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring that is ten (10) business before the annual meeting or any adjournment or postponement thereof (Aor if not practicable to provide such updated information not later than eight (8) business days before any adjournment or postponement, on the first practicable date before any such adjournment or postponement)) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (Bi) the name and record address of such Class B Memberstockholder, as they appear on the Corporation’s books, and of such beneficial owner, (Cii) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) (provided that a person shall in all events be deemed to beneficially own any shares of any class or series and number of shares of capital stock of the Corporation as to which such person has a right to acquire beneficial ownership at any time in the future) and owned of record by such stockholder or beneficial owner, (iii) the class or series, if any, and number of options, warrants, puts, calls, convertible securities, stock appreciation rights, or similar rights, obligations or commitments with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares or other securities of the Corporation or with a value derived in whole or in part from the value of any class or series of shares or other securities of the Corporation, whether or not such instrument, right, obligation or commitment shall be subject to in the underlying class or series of shares or other securities of the Corporation (each a “Derivative Security”), which are, directly or indirectly, beneficially owned by such stockholder or beneficial owner, (iv) any agreement, arrangement, understanding, or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such stockholder or beneficial owner, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of capital stock or other securities of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder or beneficial owner with respect to any class or series of capital stock or other securities of the Corporation, or that provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of any class or series of capital stock or other securities of the Corporation, (v) a description of any other direct or indirect opportunity to profit or share in any profit (including any performance-based fees) derived from any increase or decrease in the value of shares or other securities of the Corporation, (vi) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or beneficial owner has a right to vote any shares or other securities of the Corporation, (vii) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder or such beneficial owner that are separated or separable from the underlying shares of the Corporation, (viii) any proportionate interest in shares of the Corporation or Derivative Securities held, directly or indirectly, by a general or limited partnership in which such stockholder or beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, if any, (ix) a description of all arrangements or agreements, arrangements, and understandings between such Class B Member stockholder or beneficial owner and any other person or persons person(s) (including their namesname(s)) in connection with or related to the proposal ownership or voting of capital stock of the Corporation or Derivative Securities, (x) any other information relating to such stockholder or beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (xi) a statement as to whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to elect such stockholder’s nominees and/or otherwise to solicit proxies from the stockholders in support of such business by such Class B Member and any material interest of such Class B Member in such business nomination and (Dxii) a representation that the stockholder is a holder of record of shares of the Corporation entitled to vote at such Class B Member meeting and intends to appear in person or by proxy at the meeting to propose such nomination, and (b) as to each person whom the stockholder proposes to nominate for election or reelection as a Director, (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (ii) a description of all direct and indirect compensation and other material agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder or beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, (iii) a completed and signed questionnaire regarding the background and qualifications of such person to serve as a director, a copy of which may be obtained upon request to the Secretary of the Corporation, (iv) all information with respect to such person that would be required to be set forth in a stockholder’s notice pursuant to this Section 11 if such person were a stockholder or beneficial owner, on whose behalf the nomination was made, submitting a notice providing for the nomination of a person or persons for election as a Director or Directors of the Corporation in accordance with this Section 11, and (v) such additional information that the Corporation may reasonably request to determine the eligibility or qualifications of such person to serve as a director or an independent director of the Corporation, or that could be material to a reasonable stockholder’s understanding of the qualifications and/or independence, or lack thereof, of such nominee as a director. (3) A stockholder’s notice regarding business proposed to be brought before a meeting of stockholders other than the nomination of persons for election to the Board of Directors shall set forth (a) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is made, the information called for by clauses (a)(ii) through (a)(ix) of the immediately preceding paragraph (2) (including any interests described therein held by any affiliates or associates of such stockholder or beneficial owner or by any member of such stockholder’s or beneficial owner’s immediate family sharing the same household, in each case as of the date of such stockholder’s notice, which information shall be confirmed or updated, if necessary, by such stockholder and beneficial owner (x) not later than ten (10) days after the record date for the notice of the meeting to disclose such ownership as of the record date for the notice of the meeting, and (y) not later than eight (8) business days before the meeting or any adjournment or postponement thereof to disclose such ownership as of the date that is ten (10) business before the meeting or any adjournment or postponement thereof (or if not practicable to provide such updated information not later than eight (8) business days before any adjournment or postponement, on the first practicable date before any such adjournment or postponement)), (b) a brief description of (i) the business desired to be brought before such meeting, (ii) the reasons for conducting such business at the meeting and (iii) any material interest of such stockholder or beneficial owner in such business, including a description of all agreements, arrangements and understandings between such stockholder or beneficial owner and any other person(s) (including the name(s) of such other person(s)) in connection with or related to the proposal of such business by the stockholder, (c) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the nomination is made, (i) a statement as to whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to approve the proposal and/or otherwise to solicit proxies from stockholders in support of such proposal and (ii) any other information relating to such stockholder or beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (d) if the matter such stockholder proposes to bring before any meeting of stockholders involves an amendment to the Corporation’s By-laws, the specific wording of such proposed amendment, (e) a representation that the stockholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business and (f) such additional information that the Corporation may reasonably request regarding such stockholder or beneficial owner, if any, and/or the business that such stockholder proposes to bring before the meeting. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. (4) Notwithstanding anything in these By-laws to the contrary, only such persons who are nominated in accordance with the procedures set forth in paragraph (A) of this Section 11 shall be eligible to be elected at an annual meeting to bring such serve as directors and no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 11. The presiding officer of an annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not properly made or any business was not properly brought before the meeting., as the case may be, in accordance with the provisions of this Section 11; if he or she should so determine, he or she shall so declare to the meeting and any such nomination not properly made or any business not properly brought before the meeting, as the case ma

Annual Meetings. (a) The date, time, and place of the regular annual meeting of the Company shall be set by stockholders of the Directors. At each such meeting Corporation, for the Class B Member shall elect Directors (if applicable) purpose of election of directors and transact for such other business as may properly come before it, shall be brought before the meeting. No business held on such date and time as may be transacted determined from time to time by the Board. Any annual meeting of stockholders previously scheduled by the Board may be postponed, rescheduled or cancelled by the Board, or any director or officer of the Corporation to whom the Board delegates such authority, at any time before or after notice of such meeting has been given to stockholders. Nominations of persons for election to the Board and proposals of other business to be considered by the stockholders may be made at an annual meeting of Class B Members, other than business that is either stockholders: (ai) specified in pursuant to the Corporation’s notice of meeting of stockholders (or any supplement thereto); (ii) given by or at the direction of the DirectorsBoard or a duly authorized committee thereof; or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving the stockholder’s notice provided for in Section 3.2(b) of these amended and restated bylaws (as may be amended and/or restated from time to time, (bthe “Bylaws”) otherwise properly brought before and who is a stockholder of record at the time of the annual meeting by or at the direction of the Directorsstockholders, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at such annual the meeting and (ii) who complies complied with the notice procedures set forth in this Section 4.7(b)3.2. In addition For the avoidance of doubt, clause (iii) above shall be the exclusive means for a stockholder to any make nominations and submit other applicable requirementsbusiness before an annual meeting of stockholders. (b) At an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under the DGCL, the Certificate of Incorporation and the Bylaws, and only such nominations shall be made and such business shall be conducted as shall have been properly brought before the meeting in accordance with the procedures below. (1) For nominations for the election to the Board to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to clause (iii) of Section 3.2(a), such Class B Member the stockholder must have given timely notice thereof in proper deliver written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than Corporation on a timely basis as set forth in Section 3.2(b)(3) and must update and supplement the close information contained in such written notice on a timely basis as set forth in Section 3.2(c). Such stockholder’s notice shall include: (A) as to each nominee such stockholder proposes to nominate at the meeting: (1) the name, age, business address and residence address of business such nominee, (2) the principal occupation or employment of such nominee, (3) the class or series and number of shares of each class or series of capital stock of the Corporation that are owned of record and beneficially by such nominee and a list of any pledge of or encumbrances on such shares, (4) the fifth (5th) day following the day date or dates on which such shares were acquired and the investment intent of such acquisition, (5) the questionnaire, representation and agreement required by Section 3.2(e), completed and signed by such nominee, and (6) all other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved and whether or not proxies are being or will be solicited), or that is otherwise required to be disclosed or provided to the Corporation pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in a proxy statement, associated proxy card and other filings as a nominee and to serving as a director if elected); and (B) all of the information required by Section 3.2(b)(4). The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation and to determine the independence (as such term is used in any applicable stock exchange listing requirements or applicable law) of such proposed nominee or to determine the eligibility of such proposed nominee to serve on any committee or sub-committee of the Board under any applicable stock exchange listing requirements or applicable law, or that the Board determines could be material to a reasonable stockholder’s understanding of the background, qualifications, experience, independence, or lack thereof, of such proposed nominee. The number of nominees a stockholder may nominate for election at an annual meeting on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at an annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. A stockholder may not designate any substitute nominees unless the stockholder provides timely notice of such substitute nominee(s) in accordance with this Section 3.2, in the date case of an annual meeting, or Section 3.3, in the case of a special meeting (and such notice contains all of the information, representations, questionnaires and certifications with respect to such substitute nominee(s) that are required by the Bylaws with respect to nominees for director). (2) For business other than nominations for election to the Board to be properly brought before an annual meeting was mailed or such public disclosure by a stockholder pursuant to clause (iii) of Section 3.2(a), the date of the annual meeting was made, whichever first occurs. To be in proper stockholder must deliver written form, a Class B Member’s notice to the Secretary must at the principal executive offices of the Corporation on a timely basis as set forth in Section 3.2(b)(3), and must update and supplement the information contained in such written notice on a timely basis as set forth in Section 3.2(c). Such stockholder’s notice shall include: (A) as to each matter such stockholder proposes to bring before the annual meeting (A) meeting, a brief description of the business desired to be brought before the annual meeting meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), the reasons for conducting such business at the annual meeting, (B) the name and record address of such Class B Member, (C) a description of all arrangements or understandings between such Class B Member and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member and any material interest (including any anticipated benefit of such Class B Member business to any Proponent (as defined below) other than solely as a result of its ownership of the Corporation’s capital stock, that is material to any Proponent individually, or to the Proponents in the aggregate) in such business of any Proponent; and (DB) a representation all of the information required by Section 3.2(b)(4). (3) To be timely, the written notice required by Section 3.2(b)(1) or 3.2(b)(2) must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day, nor earlier than the 120th day, prior to the first anniversary of the immediately preceding year’s annual meeting (for purposes of notice required for action to be taken at the Corporation’s first annual meeting of stockholders after its initial public offering of common stock, the date of the immediately preceding year’s annual meeting shall be deemed to have occurred on June 15 in such immediately preceding calendar year); provided, however, that, subject to the last sentence of this Section 3.2(b)(3), in the event that such Class B Member intends to appear in person or by proxy at the date of the annual meeting is advanced more than 30 days prior to bring or delayed by more than 70 days after the anniversary of the preceding year’s annual meeting, or if no annual meeting was held (or deemed to have been held), notice by the stockholder to be timely must be so received not earlier than the 120th day prior to such annual meeting and not later than the later of the close of business before on (i) the meeting90th day prior to such annual meeting or (ii) the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall an adjournment or postponement of an annual meeting (or the public announcement thereof) for which notice has been given, or for which a public announcement of the date of the meeting has been made by the Corporation, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Annual Meetings. The date, time, (i) Nominations of persons for election to the board of directors and place the proposal of the regular annual meeting of the Company shall other business to be set considered by the Directors. At each such meeting the Class B Member shall elect Directors (if applicable) and transact such other business as may properly be brought before the meeting. No business may be transacted stockholders at an annual meeting of Class B Members, other than business that is either stockholders may be made only (aA) specified in pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) given by or at the direction of the Directors, board of directors or any committee thereof or (bC) otherwise properly brought before the annual meeting by or at the direction any stockholder of the Directors, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company Corporation who (i) who is a Class B Member in good standing on stockholder of record at the date time of the giving of the notice provided for herein in this Section 2.7 and on at the record date for time of the determination of stockholders annual meeting, (ii) is entitled to vote at such the relevant annual meeting and (iiiii) who complies with the notice procedures set forth in this Section 4.7(b)2.7 and applicable law as to such business or nomination. In addition For the avoidance of doubt, the foregoing clause (C) shall be the exclusive means for a stockholder to make director nominations and shall be the exclusive means for a stockholder to propose any other applicable requirementsbusiness (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, for as amended (the “Exchange Act”) and not excluded from the Corporation’s proxy materials), before an annual meeting of the stockholders. (ii) For any nominations or any other business to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to Section 2.7(a)(i)(C) of these by-laws, such Class B Member the stockholder must have given timely notice thereof in proper written form writing to the Secretary and such other business must otherwise be a proper matter for stockholder action under the DGCL, and (2) the stockholder must have complied in all respects with the requirements of Regulation 14A under the Company. Exchange Act, including, without limitation, the requirements of Rule 14a-19 (as such rule and regulations may be amended from time to time by the Securities and Exchange Commission (“SEC”) including any SEC Staff interpretations relating thereto), and (3) the Board of Directors or an executive officer designated thereby shall determine that the stockholder has satisfied the requirements of this clause (ii), including without limitation the satisfaction of any undertaking delivered under paragraph (E) below.. To be timely, a Class B Member's stockholder’s notice shall be delivered to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company Corporation not earlier than the close of business on the 120th day and not later than the close of business on the fifth 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days before or delayed more than 60 days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if the first public announcement (5thas defined below) of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, notice by the stockholder to be timely must be so delivered on or before the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. For the avoidance of doubt, a stockholder shall not be entitled to make additional or substitute nominations following the expiration of the time periods set forth in this Section 2.7(a)(ii) and in these Bylaws. In no event shall an adjournment or recess of an annual meeting, or a postponement of an annual meeting for which notice of the meeting has already been given to stockholders or a public announcement of the meeting date has already been made, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of the beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. To be in proper form, a stockholder’s notice to the Secretary must: (A) set forth, as to each Proposing Person (as defined below), (i) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records), (ii) (a) the class or series, if any, and number of shares of the Corporation that are beneficially owned, directly or indirectly, by such Proposing Person as of the date of the annual stockholder notice, (b) any option, warrant, convertible security, stock appreciation right, swap or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of stock of the Corporation or otherwise (a “Derivative Instrument”) beneficially owned, directly or indirectly, by such Proposing Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of any shares of any security of the Corporation, (c) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such Proposing Person has a right to vote any shares of any security of the Corporation, (d) any short interest in any security of the Corporation (for purposes of these by-laws, a person or Proposing Person shall be deemed to have a “short interest” in a security if such person or Proposing Person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (e) any rights to dividends on any shares of any security of the Corporation beneficially owned by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (f) any proportionate interest in any shares of any security of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Proposing Person is a general partner or beneficially owns, directly or indirectly, an interest in a general partner and (g) any performance-related fees (other than an asset-based fee) to which such Proposing Person is entitled based on any increase or decrease in the value of any shares of any security of the Corporation or Derivative Instruments, if any, including without limitation any such interests held by members of such Proposing Person’s immediate family sharing the same household, (iii) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents for, as applicable, the proposal or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (iv) a representation that the Proposing Person is a holder of record of stock of the Corporation entitled to vote at such meeting, will continue to be a holder of record of stock entitled to vote at such meeting was mailed or such public disclosure of through the date of the meeting and intends to appear in person or through a qualified representative at the meeting to bring such nomination or other business before the meeting, (v) a description of any material interest in such business of the Proposing Person on whose behalf the proposal is made, (vi) a summary of any material discussion regarding the business proposed to be brought before the meeting between such Proposing Person, on the one hand, and any other record or beneficial holder of the shares of any class or series of the Corporation (including their names), on the other hand, (vii) a representation as to whether such Proposing Person intends or is part of a group that intends to engage in solicitation with respect to such nomination or proposal and, if so, the name of each participant in such solicitation, (viii) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among such Proposing Person and any other Proposing Person(s) or (y) between or among such Proposing Person and any other person, persons or entity (including their names) in connection with such nomination and/or proposal of such business, including, without limitation, any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable), (ix) in the case of any nomination, a written undertaking by the Proposing Person, that such Proposing Person will deliver to beneficial owners of shares representing at least 67% of the voting power of the stock entitled to vote generally in the election of directors either (x) at least 20 calendar days before the annual meeting, a copy of its definitive proxy statement for the solicitation of proxies for its director candidates, or (y) at least 40 calendar days before the annual meeting was madea Notice of Internet Availability of Proxy Materials that would satisfy the requirements of Rule 14a-16(d) of the Securities Exchange Act, whichever first occursand (x) in the case of any nomination, the written consent of each proposed nominee to being named as a nominee in the proxy statement as a director of the Corporation. To The information required under this Section 2.7(a)(ii) shall be in proper written form, supplemented and updated by such Proposing Person as described under Section 2.7(b)(v); (B) if the notice relates to any business other than a Class B Member’s notice to nomination of a director or directors that the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting meeting, set forth (Ai) a brief reasonably detailed description of the business desired to be brought before the annual meeting and meeting, the reasons for conducting such business at the annual meetingmeeting and any material interest of each Proposing Person in such business, and (Bii) the name text of the proposal or business (including the text of any resolutions proposed for consideration and record address in the event that such business includes a proposal to amend these by-laws, the language of such Class B Member, the proposed amendment); (C) set forth, as to each person, if any, whom the Proposing Person proposes to nominate for election or reelection to the board of directors (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements or and understandings between such Class B Member during the past 3 years, and any other person material relationships, between or persons (including their names) among such Proposing Person, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in connection with concert therewith, on the proposal other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the Proposing Person were the “registrant” for purposes of such business rule and the nominee were a director or executive officer of such registrant; (D) with respect to each nominee for election or reelection to the board of directors, include the completed and signed questionnaire required by Section 2.8(a)(i) of these by-laws and the written and signed representation and agreement required by Section 2.8(a)(ii) of these by-laws; and (E) set forth any such Class B Member additional information as may be reasonably requested by the Corporation pursuant to Section 2.8(b). (iii) The foregoing notice requirements of this Section 2.7 shall not apply to a non-binding (precatory) stockholder proposal that a stockholder has notified the Corporation of his, her or its intention to present at an annual meeting in compliance with and pursuant to Rule 14a-8 under the Exchange Act and such stockholder’s proposal has been included in, and not subsequently withdrawn from, a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. (iv) For purposes of these by-laws, (a) “Control Person” shall mean, with respect to any entity, collectively, (1) any direct and indirect control person of such first entity, and (2) such first entity’s and any material interest control person’s respective directors, trustees, executive officers and managing members (including, with respect to an entity exempted from taxation under Section 501(1) of the Internal Revenue Code, each member of the board of trustee, board of directors, executive council or similar governing body thereof); and (b) “Proposing Person” shall mean (A) the stockholder providing the notice of nomination or any other business proposed to be brought before the meeting of stockholders, (B) if the notice is given on behalf of a beneficial owner on whose behalf the nomination is made, the beneficial owner or beneficial owners, if different, on whose behalf such notice is made, (C) any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act for purposes of these by-laws) of such Class B Member in stockholder or beneficial owners and, if such business stockholder or beneficial owner is an entity, any Control Person of such entity, and (D) a representation that any other person with whom such Class B Member intends to appear stockholder or beneficial owner (or any of their respective affiliates or associates) is acting in person or by proxy at the annual meeting to bring such business before the meetingconcert.

Annual Meetings. The date, (A) A meeting of Stockholders for the election of Directors and other business shall be held annually at such date and time as may be designated by the Board from time to time, and place of the regular . (B) At an annual meeting of Stockholders, only business (other than business relating to the Company nomination or election of Directors, which is governed by Section 3.4) that has been properly brought before the meeting of Stockholders in accordance with the procedures set forth in this Section 2.2 shall be set by the Directorsconducted. At each To be properly brought before an annual meeting of Stockholders, such meeting the Class B Member shall elect Directors (if applicable) and transact such other business as may properly must be brought before the meeting. No business may be transacted at an annual meeting of Class B Members, other than business that is either (a) specified in the notice of meeting (or any supplement theretoi) given by or at the direction of the DirectorsBoard or any committee thereof or (ii) by a Stockholder who (a) was a Stockholder of record of the Corporation when the notice required by this Section 2.2 is delivered to the Secretary and at the time of the annual meeting, (b) otherwise properly brought before is entitled to vote at the annual meeting by or at the direction of the Directors, or and (c) complies with the notice and other provisions of this Section 2.2. Section 2.2(B)(ii) is the exclusive means by which a Stockholder may bring business before an annual meeting of Stockholders, except (x) with respect to nominations or elections of Directors which is governed by Section 3.4 and (y) with respect to proposals where the Stockholder proposing such business has notified the Corporation of such Stockholder’s intent to present the proposals at an annual meeting in compliance with Section 14 of the Exchange Act and such proposals have been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting, in which case the notice requirements of this Section 2.2 shall be deemed satisfied with respect to such proposals. (C) At any annual meeting of Stockholders, all proposals of Stockholder Business must be made by timely written notice given by a Stockholder of record (the “Notice of Business”) and must otherwise properly brought be a proper matter for Stockholder action. To be timely, the Notice of Business must be delivered personally or mailed to, and received at, the Office of the Corporation, addressed to the Secretary, by no earlier than 120 days and no later than 90 days before the annual meeting by any Class B Member first anniversary of the Company (i) who is a Class B Member in good standing on the date of the giving prior year’s annual meeting of Stockholders; provided, however, that if (i) the annual meeting of Stockholders is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the prior year’s annual meeting of Stockholders or (ii) no annual meeting was held during the prior year, then the notice provided for herein and on by the record date for the determination of stockholders entitled Stockholder to vote at be timely must be received (a) no earlier than 120 days before such annual meeting and (iib) who complies with the notice procedures set forth in this Section 4.7(b). In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a Class B Member, such Class B Member must have given timely notice thereof in proper written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not no later than the close later of business on 90 days before such annual meeting and the fifth (5th) tenth day following after the day on which such the notice of the date of the such annual meeting was mailed made by mail or such public disclosure Public Disclosure. In no event shall an adjournment, postponement or deferral, or Public Disclosure of an adjournment, postponement or deferral, of an annual meeting of Stockholders commence a new time period (or extend any time period) for the giving of the date Notice of the annual meeting was made, whichever first occurs. To be in proper written form, a Class B Member’s notice to the Secretary Business. (D) The Notice of Business must set forth as to each matter such stockholder proposes to bring before the annual meeting forth: (A) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (Bi) the name and record address of such Class B Membereach Stockholder proposing Stockholder Business for an annual meeting (the “Proponent”), as they appear on the Corporation’s books; (ii) the name and address of any Stockholder Associated Person; (iii) as to each Proponent and any Stockholder Associated Person, (Ca) the class or series and number of shares of stock of the Corporation directly or indirectly held of record and beneficially owned by the Proponent or Stockholder Associated Person, (b) the date such shares of stock were acquired, (c) a description of all arrangements any agreement, arrangement or understandings understanding, direct or indirect, with respect to such Stockholder Business between such Class B Member and or among the Proponent, any other person Stockholder Associated Person or persons any others (including their names) acting in connection concert with any of the proposal foregoing, (d) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions and borrowed or loaned shares) that has been entered into, directly or indirectly, as of the date of the Proponent’s notice by, or on behalf of, the Proponent or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proponent or any Stockholder Associated Person with respect to shares of stock of the Corporation (a “Derivative”), (e) a description in reasonable detail of any proxy (including revocable proxies), contract, arrangement, understanding or other relationship pursuant to which the Proponent or Stockholder Associated Person has a right to vote any shares of stock of the Corporation, (f) any rights to dividends on the stock of the Corporation owned beneficially by the Proponent or Stockholder Associated Person that are separated or separable from the underlying stock of the Corporation, (g) any proportionate interest in stock of the Corporation or Derivatives held, directly or indirectly, by a general or limited partnership in which the Proponent or Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (h) any performance–related fees (other than an asset-based fee) that the Proponent or Stockholder Associated Person is entitled to, based on any increase or decrease in the value of stock of the Corporation or Derivatives thereof, if any, as of the date of such business by notice, and (i) with respect to any and all of the agreements, contracts, understandings, arrangements, proxies or other relationships referred to in the foregoing clauses (c) through (h), a representation that such Class B Member and Proponent will notify the Corporation in writing of any material interest such agreement, contract, understanding, arrangement, proxy or other relationship that is or will be in effect as of the date of such Class B Member meeting no later than five business days before the date of such meeting. The information specified in such business and Section 2.2(D)(i) to (Diii) is referred to herein as “Stockholder Information”; (iv) a representation that such Class B Member each Proponent is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such Stockholder Business; (v) a brief description of the Stockholder Business desired to be brought before the annual meeting, the text of the proposal (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend the By-laws, the language of the proposed amendment) and the reasons for conducting such Stockholder Business at the meeting; (vi) any material interest of the Proponent and any Stockholder Associated Person in such Stockholder Business; (vii) a representation as to whether the Proponent intends (a) to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt such Stockholder Business or (b) otherwise to solicit proxies or votes from Stockholders in support of such Stockholder Business; and (viii) all other information that would be required to be filed with the Securities and Exchange Commission (“SEC”) if the Proponents or Stockholder Associated Persons were participants in a solicitation subject to Section 14 of the Exchange Act. (E) The person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting, that business was not properly brought before the meeting in accordance with the procedures set forth in this Section 2.2, and, if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. (F) If the Proponent (or a qualified representative of the Proponent) does not appear at the annual meeting of Stockholders to bring present the Stockholder Business such business before shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the meetingCorporation. For purposes of this Section 2.2, to be considered a qualified representative of the Stockholder, a person must be a duly authorized officer, manager or partner of such Stockholder or must be authorized by a writing executed by such Stockholder or an electronic transmission delivered by such Stockholder to act for such Stockholder as proxy at the annual meeting of Stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of Stockholders.

Annual Meetings. (a) The date, time, and place of the regular annual meeting of the Company shall be set by stockholders of the Directors. At each such meeting Corporation, for the Class B Member shall elect Directors (if applicable) purpose of election of directors and transact for such other business as may properly come before it, shall be brought before the meeting. No business held on such date and time as may be transacted determined from time to time by the Board (or its designee). Any annual meeting of stockholders previously scheduled by the Board may be postponed, rescheduled or cancelled by the Board, or any director or officer of the Corporation to whom the Board delegates such authority, at any time before or after notice of such meeting has been given to stockholders. Nominations of persons for election to the Board and proposals of other business to be considered by the stockholders may be made at an annual meeting of Class B Members, other than business that is either stockholders: (ai) specified in pursuant to the Corporation’s notice of meeting of stockholders (or any supplement thereto); (ii) given by or at the direction of the DirectorsBoard or a duly authorized committee thereof; or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving the stockholder’s notice provided for in Section 3.2(b) of these bylaws (as may be amended and/or restated from time to time, (bthe “Bylaws”) otherwise properly brought before and who is a stockholder of record at the time of the annual meeting by or at the direction of the Directorsstockholders, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at such annual the meeting and (ii) who complies complied with the notice procedures and requirements set forth in this Section 4.7(b)3.2. In addition For the avoidance of doubt, clause (a) above shall be the exclusive means for a stockholder to any make nominations and submit other applicable requirementsbusiness before an annual meeting of stockholders. (b) At an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under the DGCL, the Certificate of Incorporation and the Bylaws, and only such nominations shall be made and such business shall be conducted as shall have been properly brought before the meeting in accordance with the procedures below. (i) For nominations for the election to the Board to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to clause (iii) of Section 3.2(a), such Class B Member the stockholder must have given timely notice thereof in proper deliver written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than Corporation on a timely basis as set forth in Section 3.2(b)(iii) and must update and supplement the close information contained in such written notice on a timely basis as set forth in Section 3.2(c). Such stockholder’s notice shall include: (A) as to each nominee such stockholder proposes to nominate at the meeting: (1) the name, age, business address and residence address of business such nominee, (2) the principal occupation or employment of such nominee, (3) the class or series and number of shares of each class or series of capital stock of the Corporation that are owned of record and beneficially by such nominee and list of any pledge of or encumbrances on such shares, (4) the fifth (5th) day following the day date or dates on which such shares were acquired and the investment intent of such acquisition, (5) the questionnaire, representation and agreement required by Section 3.2(e), completed and signed by such nominee, and (6) all other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved and whether or not proxies are being or will be solicited), or that is otherwise required to be disclosed or provided to the Corporation pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including such person’s written consent to being named in a proxy statement, associated proxy card and other filings as a nominee and to serving as a director if elected); and (B) all of the information required by Section 3.2(b)(iv). The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or to serve on any committee or sub-committee of the Board, in either case under any applicable stock exchange listing requirements, applicable law or the Policies (as defined below). The number of nominees a stockholder may nominate for election at an annual meeting on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at an annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. A stockholder may not designate any substitute or alternate nominees unless the stockholder provides timely notice of such substitute or alternate nominee(s) in accordance with this Section 3.2, in the date case of an annual meeting, or Section 3.3, in the case of a special meeting (and such notice contains all of the information, representations, questionnaires and certifications with respect to such substitute or alternate nominee(s) that are required by the Bylaws with respect to nominees for director). (ii) For business other than nominations for the election to the Board to be properly brought before an annual meeting was mailed or such public disclosure by a stockholder pursuant to clause (iii) of Section 3.2(a), the date of the annual meeting was made, whichever first occurs. To be in proper stockholder must deliver written form, a Class B Member’s notice to the Secretary must at the principal executive offices of the Corporation on a timely basis as set forth in Section 3.2(b)(iii), and must update and supplement the information contained in such written notice on a timely basis as set forth in Section 3.2(c). Such stockholder’s notice shall include: (A) as to each matter such stockholder proposes to bring before the annual meeting meeting, (A1) a brief description of the business desired to be brought before the annual meeting meeting, (2) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), (3) the reasons for conducting such business at the meeting, and (4) any material interest (including any anticipated benefit of such business to any Proponent (as defined below) other than solely as a result of its ownership of the Corporation’s capital stock, that is material to any Proponent individually, or to the Proponents in the aggregate) in such business of any Proponent; and (B) all of the information required by Section 3.2(b)(iv). (iii) To be timely, the written notice required by Section 3.2(b)(i) or 3.2(b)(ii) must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day, nor earlier than the 120th day, prior to the first anniversary of the immediately preceding year’s annual meeting (for purposes of notice required for action to be taken at the Corporation’s first annual meeting of stockholders after the filing date of the Certificate of Incorporation, the date of the immediately preceding year’s annual meeting shall be deemed to have occurred on June 1 in such immediately preceding calendar year); provided, however, that, subject to the last sentence of this Section 3.2(b)(iii), in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 70 days after the anniversary of the preceding year’s annual meeting, or if no annual meeting was held (or deemed to have been held), notice by the stockholder to be timely must be so received not earlier than the 120th day prior to such annual meeting and not later than the later of the close of business on (i) the 90th day prior to such annual meeting or (ii) the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall an adjournment or postponement (or the public announcement thereof) of an annual meeting for which notice has been given, or for which a public announcement of the date of the meeting has been made by the Corporation, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (iv) The written notice required by Sections 3.2(b)(i) or 3.2(b)(ii) shall also include, as of the date of the notice and as to the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made and any affiliate who controls (as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”)) either of the foregoing stockholder or beneficial owner, directly or indirectly (each, a “Proponent” and collectively, the “Proponents”): (A) the name and address of each Proponent, including, if applicable, such name and address as they appear on the Corporation’s books and records; (B) the name class, series and number of shares of each class or series of the capital stock of the Corporation that are, directly or indirectly, owned of record address or beneficially (within the meaning of Rule 13d-3 under the 1934 Act) by each Proponent (provided, that for purposes of this Section 3.2(b)(iv), such Class B Member, Proponent shall in all events be deemed to beneficially own all shares of any class or series of capital stock of the Corporation as to which such Proponent or any of its affiliates or associates has a right to acquire beneficial ownership whether immediately or at any time in the future); (C) a description of all arrangements any agreement, arrangement or understandings understanding (whether oral or in writing) with respect to such nomination or proposal (and/or the voting of shares of any class or series of capital stock of the Corporation, other than a revocable proxy given in response to a proxy solicitation made to 10 or more persons) between such Class B Member or among any Proponent and any of its affiliates or associates, and/or any other person or persons (including their names) in connection with including without limitation, any agreements, arrangements or understandings required to be disclosed pursuant to Item 5 or Item 6 of 1934 Act Schedule 13D, regardless of whether the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and requirement to file a Schedule 13D is applicable; (D) a representation that the stockholder is a holder of record of shares of the Corporation at the time of giving notice, will be entitled to vote at the meeting, and that such Class B Member stockholder (or a qualified representative thereof) intends to appear in at the meeting to nominate the person or persons specified in the notice (with respect to a notice under Section 3.2(b)(i)) or to propose the business that is specified in the notice (with respect to a notice under Section 3.2(b)(ii)); (E) a representation whether any Proponent or any other participant (as defined in Item 4 of Schedule 14A under the 1934 Act) will engage in a solicitation with respect to such nomination or proposal and, if so, the name of each participant in such solicitation and the amount of the cost of solicitation that has been and will be borne, directly or indirectly, by each participant in such solicitation, and a representation as to whether the Proponents intend or are part of a group which intends to: (x) deliver, or make available, a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s voting shares required to approve or adopt the proposal or elect the nominee, (y) otherwise solicit proxies or votes from stockholders in support of such proposal or nomination and/or (z) solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the 1934 Act; (F) a description of all Derivative Transactions (as defined below) by each Proponent during the previous 12-month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic or voting terms of, such Derivative Transactions; (G) a certification regarding whether each Proponent has complied with all applicable federal, state and other legal requirements in connection with such Proponent’s acquisition of shares of capital stock or other securities of the Corporation and/or such Proponent’s acts or omissions as a stockholder or beneficial owner of the Corporation; and (H) any other information relating to each Proponent required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14 of the 1934 Act and the rules and regulations promulgated thereunder. (c) A stockholder providing the written notice required by Section 3.2(b)(i) or 3.2(b)(ii) shall update and supplement such notice in writing, if necessary, so that the information (other than the representations required by Section 3.2(b)(iv)(E)) provided or required to be provided in such notice is true and correct in all material respects as of (i) the record date for the determination of stockholders entitled to notice of the meeting and (ii) the date that is five Business Days (as defined below) prior to the meeting and, in the event of any adjournment or postponement thereof, five Business Days prior to such adjourned or postponed meeting; provided, that no such update or supplement shall cure or affect the accuracy (or inaccuracy) of any representations made by any Proponent, any of its affiliates or associates, or a nominee or the validity (or invalidity) of any nomination or proposal that failed to comply with this Section 3.2 or is rendered invalid as a result of any inaccuracy therein. In the case of an update and supplement pursuant to clause (i) of this Section 3.2(c), such update and supplement must be received by the Secretary at the principal executive offices of the Corporation not later than five Business Days after the later of the record date for the determination of stockholders entitled to notice of the meeting or the public announcement of such record date. In the case of an update and supplement pursuant to clause (ii) of this Section 3.2(c), such update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than two Business Days prior to the date for the meeting, and, in the event of any adjournment or postponement thereof, two Business Days prior to such adjourned or postponed meeting (or if there are fewer than two Business Days between the date for the meeting, or the date of the immediately preceding adjournment or postponement thereof, and the date for the adjourned or postponed meeting, not later than the day prior to such adjourned or postponed meeting). (d) Notwithstanding anything in Section 3.2(b)(iii) to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting to bring such business is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board at least 10 days before the meetinglast day a stockholder may deliver a notice of nomination in accordance with Section 3.2(b)(iii), a stockholder’s notice required by this Section 3.2 and that complies with the requirements in Section 3.2(b)(i), other than the timing requirements in Section 3.2(b)(iii), shall also be considered timely, but only with respect to nominees for the new positions created by such increase, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation. (e) To be eligible to be a nominee for election or re-election as a director of the Corporation pursuant to a nomination under clause (iii) of Section 3.2(a) or clause (ii) of Section 3.3(c), each Proponent must deliver (in accordance with the time periods prescribed for delivery of notice under Sections 3.2(b)(iii), 3.2(d) or Section 3.3(c), as applicable) to the Secretary at the principal executive offices of the Corporation a completed written questionnaire with respect to the background, qualifications, stock ownership and independence of such proposed nominee (in the form provided by the Secretary within 10 days following a written request therefor by a stockholder of record) and a written representation and agreement (in the form provided by the Secretary within 10 days following written request therefor

Annual Meetings. (a) The date, time, and place of the regular annual meeting of the Company shall be set by stockholders of the Directors. At each such meeting corporation, for the Class B Member shall elect Directors (if applicable) purpose of election of directors and transact for such other business as may properly come before it, shall be brought before the meeting. No business held on such date and at such time as may be transacted designated from time to time by the Board of Directors. The Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board may cancel, postpone or reschedule any previously scheduled annual meeting at any time, before or after the notice for such meeting has been sent to the stockholders. For the purposes of these Amended and Restated Bylaws (the “Bylaws”), the term “Whole Board” shall mean the total number of authorized directorships whether or not there exist any vacancies or other unfilled seats in previously authorized directorships. Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of Class B Members, other than business that is either stockholders only: (ai) specified in pursuant to the corporation’s notice of meeting of stockholders (or any supplement thereto); (ii) given by or at the direction of the Directors, (b) otherwise properly brought before the annual meeting by or at the direction Board of the Directors, or any committee thereof that has been formally delegated authority to nominate such persons or propose such business pursuant to a resolution adopted by a majority of the total number of authorized directors; (ciii) otherwise properly brought before as may be provided in the certificate of designations for any class or series of Preferred Stock; or (iv) by any stockholder of the corporation who (A) is a stockholder of record at the time of giving the stockholder’s notice contemplated by Section 5 of these Bylaws, (B) is a stockholder of record on the record date for the determination of stockholders entitled to notice of the annual meeting by any Class B Member of the Company meeting, (iC) who is a Class B Member in good standing on the date stockholder of the giving of the notice provided for herein and record on the record date for the determination of stockholders entitled to vote at such the annual meeting meeting, (D) is a stockholder of record at the time of the annual meeting, and (iiE) who complies with the notice procedures set forth in this Section 4.7(b5 of these Bylaws. For the avoidance of doubt, clause (iv) above shall be the exclusive means for a stockholder to make nominations and submit other business (other than matters properly included in the corporation’s notice of meeting of stockholders and proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “1934 Act”). In addition to any other applicable requirements, for business to be properly brought ) before an annual meeting by a Class B Member, such Class B Member must have given timely notice thereof in proper written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than the close of business on the fifth (5th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. To be in proper written form, a Class B Member’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and record address of such Class B Member, (C) a description of all arrangements or understandings between such Class B Member and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and (D) a representation that such Class B Member intends to appear in person or by proxy at the annual meeting to bring such business before the meetingstockholders.

Annual Meetings. (a) The date, time, and place of the regular annual meeting of the Company shall be set by stockholders of the Directors. At each such meeting Corporation, for the Class B Member shall elect Directors (if applicable) purpose of election of directors and transact for such other business as may properly come before it, shall be brought before the meeting. No business held on such date and time as may be transacted determined from time to time by the Board (or its designee). Any annual meeting of stockholders may be postponed, rescheduled or cancelled by the Board, or any director or officer of the Corporation to whom the Board delegates such authority, at any time before or after notice of such meeting has been given to stockholders. Nominations of persons for election to the Board and proposals of other business to be considered by the stockholders may be made at an annual meeting of Class B Members, other than business that is either stockholders: (ai) specified in pursuant to the Corporation’s notice of meeting of stockholders (or any supplement thereto); (ii) given by or at the direction of the DirectorsBoard (or a duly authorized committee thereof); or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving the stockholder’s notice provided for in Section 3.2(b) of these bylaws (as may be amended and/or restated from time to time, (bthe “Bylaws”) otherwise properly brought before and who is a stockholder of record at the time of the annual meeting by or at the direction of the Directorsstockholders, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at such annual the meeting and (ii) who complies complied with the notice procedures and requirements set forth in this Section 4.7(b)3.2. In addition For the avoidance of doubt, clause (iii) above shall be the exclusive means for a stockholder to any make nominations and submit other applicable requirementsbusiness before an annual meeting of stockholders. (b) At an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under the DGCL, the Certificate of Incorporation and the Bylaws, and only such nominations shall be made and such other business shall be conducted as shall have been properly brought before the meeting in accordance with the procedures below. (1) For nominations for the election to the Board to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to clause (iii) of Section 3.2(a), such Class B Member the stockholder must have given timely notice thereof in proper deliver written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than Corporation on a timely basis as set forth in Section 3.2(b)(3) and must update and supplement the close information contained in such written notice on a timely basis as set forth in Section 3.2(c). In addition to all of the information required by Section 3.2(b)(4), such stockholder’s notice shall include as to each nominee such stockholder proposes to nominate at the meeting: (A) the name, age, business address and residence address of such nominee, (B) the principal occupation or employment of such nominee, (C) the class or series and number of shares of each class or series of capital stock of the Corporation that are owned of record and beneficially by such nominee and list of any pledge of or encumbrances on such shares, (D) a description of all Derivative Transactions (as defined below) by such nominee during the fifth (5th) day following the day on which such notice of previous 12-month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic or voting terms of, such Derivative Transactions, (E) the date or dates on which such shares were acquired and the investment intent of such acquisition, (F) the questionnaire, representation and agreement required by Section 3.2(e), completed and signed by such nominee, and (G) all other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved and whether or not proxies are being or will be solicited), or that is otherwise required to be disclosed or provided to the Corporation pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including such person’s written consent to being named in a proxy statement, associated proxy card and other filings as a nominee and to serving as a director if elected). The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or to serve on any committee or sub-committee of the Board, in either case under any applicable stock exchange listing requirements, applicable law or the Policies (as defined below). The number of nominees a stockholder may nominate for election at an annual meeting was mailed on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at an annual meeting on behalf of such public disclosure beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. A stockholder may not designate any substitute or alternate nominees unless the stockholder provides timely notice of such substitute or alternate nominee(s) in accordance with this Section 3.2, in the case of an annual meeting, or Section 3.3, in the case of a special meeting (and such notice contains all of the date of information, representations, questionnaires and certifications with respect to such substitute or alternate nominee(s) that are required by the Bylaws with respect to nominees for director). (2) For business other than nominations for the election to the Board to be properly brought before an annual meeting was madeby a stockholder pursuant to clause (ii) of Section 3.2(a), whichever first occurs. To be in proper the stockholder must deliver written form, a Class B Member’s notice to the Secretary must at the principal executive offices of the Corporation on a timely basis as set forth in Section 3.2(b)(3), and must update and supplement the information contained in such written notice on a timely basis as set forth in Section 3.2(c). In addition to all of the information required by Section 3.2(b)(4), such stockholder’s notice shall include as to each matter such stockholder proposes to bring before the annual meeting meeting: (A) a brief description of the business desired to be brought before the annual meeting meeting, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), (C) the reasons for conducting such business at the meeting, and (D) any material interest (including any anticipated benefit of such business to any Proponent (as defined below) other than solely as a result of its ownership of the Corporation’s capital stock, that is material to any Proponent individually, or to the Proponents in the aggregate) in such business of any Proponent. (3) To be timely, the written notice required by Section 3.2(b)(1) or 3.2(b)(2) must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day, nor earlier than the 120th day, prior to the first anniversary of the immediately preceding year’s annual meeting (for purposes of notice required for action to be taken at the Corporation’s first annual meeting of stockholders after the initial filing date of the Certificate of Incorporation, the date of the immediately preceding year’s annual meeting shall be deemed to have occurred on June 1st in such immediately preceding calendar year); provided, however, that, subject to the last sentence of this Section 3.2(b)(3), in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 70 days after the anniversary of the preceding year’s annual meeting, or if no annual meeting was held (or deemed to have been held), notice by the stockholder to be timely must be so received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall an adjournment or postponement (or the public announcement thereof) of an annual meeting for which notice has been given, or for which a public announcement of the date of the meeting has been made by the Corporation, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (4) The written notice required by Sections 3.2(b)(1) or 3.2(b)(2) shall also include, as of the date of the notice and as to the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made and any affiliate who controls (as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”)) either of the foregoing stockholder or beneficial owner, directly or indirectly (each, a “Proponent” and collectively, the “Proponents”): (A) the name and address of each Proponent, including, if applicable, such name and address as they appear on the Corporation’s books and records; (B) the name class, series and number of shares of each class or series of the capital stock of the Corporation that are, directly or indirectly, owned of record address or beneficially (within the meaning of Rule 13d-3 under the 1934 Act) by each Proponent (provided, that for purposes of this Section 3.2(b)(4), such Class B Member, Proponent shall in all events be deemed to beneficially own all shares of any class or series of capital stock of the Corporation as to which such Proponent or any of its affiliates or associates has a right to acquire beneficial ownership whether immediately or at any time in the future); (C) a description of all arrangements any agreement, arrangement or understandings understanding (whether oral or in writing) with respect to such nomination or proposal (and/or the voting of shares of any class or series of capital stock of the Corporation, other than a revocable proxy given in response to a proxy solicitation made to 10 or more persons) between such Class B Member or among any Proponent and any of its affiliates or associates, and/or any other person or persons (including their names) in connection with including without limitation, any agreements, arrangements or understandings required to be disclosed pursuant to Item 5 or Item 6 of 1934 Act Schedule 13D, regardless of whether the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and requirement to file a Schedule 13D is applicable; (D) a representation that the stockholder is a holder of record of shares of the Corporation at the time of giving notice, will be entitled to vote at the meeting, and that such Class B Member stockholder (or a qualified representative thereof) intends to appear in at the meeting to nominate the person or persons specified in the notice (with respect to a notice under Section 3.2(b)(1)) or to propose the business that is specified in the notice (with respect to a notice under Section 3.2(b)(2)); (E) a representation whether any Proponent or any other participant (as defined in Item 4 of Schedule 14A under the 1934 Act) will engage in a solicitation with respect to such nomination or proposal and, if so, the name of each participant in such solicitation and the amount of the cost of solicitation that has been and will be borne, directly or indirectly, by proxy at each participant in such solicitation, and a representation as to whether the annual meeting to bring such business before the meeting.Proponents intend or are part of a group which intends to:

Annual Meetings. The date, time, and place (i) Nominations of persons for election to the Board of Directors of the regular annual meeting Corporation and the proposal of the Company shall business to be set considered by the Directors. At each such meeting the Class B Member shall elect Directors (if applicable) and transact such other business as may properly be brought before the meeting. No business shareholders may be transacted made at an annual meeting of Class B Members, other than business that is either Annual Meeting (aA) specified in pursuant to the Corporation's notice of meeting meeting, (or any supplement theretoB) given by or at the direction of the Directors, Board of Directors or (bC) otherwise properly brought before the annual meeting by or at the direction any shareholder of the Directors, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) Corporation who is a Class B Member in good standing on shareholder of record at the date time of the giving of the notice provided for herein in this Section 14 and on the record date for the determination of stockholders who is entitled to vote at such annual the meeting and (ii) who complies with the notice procedures set forth in this Section 4.7(b). In addition to any 14. (ii) For nominations or other applicable requirements, for business to be properly brought before an annual meeting Annual Meeting by a Class B Membershareholder pursuant to clause (C) of paragraph (a)(i) of this Section 14, such Class B Member the shareholder must have given timely notice thereof in proper written form writing to the Secretary of the CompanyCorporation. To be timely, a Class B Membershareholder's notice to shall be received by the Secretary must be delivered to or mailed and received of the Corporation at the principal executive offices of the Company Corporation not later less than 45 days nor (except for shareholder proposals included in a proxy statement for such Annual Meeting in accordance with the requirements of Rule 14a-8 under the Exchange Act) more than 70 days prior to the first annual anniversary of the date set forth in the Corporation's proxy statement for the immediately preceding Annual Meeting as the date on which the Corporation first mailed definitive proxy materials for the immediately preceding Annual Meeting (the "Anniversary Date"); provided, however, that in the event that the date for which the Annual Meeting is called is advanced by more than 30 days or delayed by more than 30 days from the first annual anniversary of the immediately preceding Annual Meeting, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the fifth 100th day prior to the date of such Annual Meeting and not later than (5thA) the 75th day prior to the date of such Annual Meeting or (B) the 10th day following the day on which such notice public announcement of the date of such Annual Meeting is first made. In no event shall the annual meeting was mailed announcement of an adjournment of an Annual Meeting commence a new time period for the giving of a shareholder notice as described above. Such shareholder's notice shall be signed by the shareholder of record who intends to make the nomination or such public disclosure of introduce the other business (or his duly authorized proxy or other representative), shall bear the date of signature of such shareholder (or proxy or other representative) and shall set forth: (A) the annual name and address, as they appear on this Corporation's books, of such shareholder and the beneficial owner or owners, if any, on whose behalf the nomination or proposal is made; (B) the class and number of shares of the Corporation which are beneficially owned by such shareholder or beneficial owner or owners; (C) a representation that such shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting was madeand intends to appear in person or by proxy at the meeting to make the nomination or introduce the other business specified in the notice; (D) in the case of any proposed nomination for election or re-election as a director, whichever first occurs. To (I) the name and residence address of the person or persons to be nominated, (II) a description of all arrangements or understandings between such shareholder or beneficial owner or owners and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by such shareholder, (III) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in proper solicitations of proxies for elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Exchange Act, including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board of Directors and (IV) the written form, consent of each nominee to be named in a Class B Member’s notice proxy statement and to serve as a director of the Secretary must set forth as to each matter Corporation if so elected; and (E) in the case of any other business that such stockholder shareholder proposes to bring before the annual meeting meeting, (AI) a brief description of the business desired to be brought before the annual meeting and, if such business includes a proposal to amend these By-laws, the language of the proposed amendment, (II) such shareholder's and the beneficial owner's or owners' reasons for conducting such business at the annual meeting, meeting and (BIII) the name and record address of such Class B Member, (C) a description of all arrangements or understandings between such Class B Member and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member and any material interest of such Class B Member in such business of such shareholder and beneficial owner or owners. (Diii) Notwithstanding anything in the second sentence of paragraph (a)(ii) of this Section 14 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 45 days prior to the Anniversary Date, a representation that shareholder's notice required by this Section 14 shall also be considered timely, but only with respect to nominees for any new positions created by such Class B Member intends to appear in person or increase, if it shall be received by proxy the Secretary at the annual meeting to bring principal offices of the Corporation not later than the close of business on the 10th day following the day on which such business before public announcement is first made by the meetingCorporation.

Annual Meetings. The date(A) Annual meetings of stockholders may be held at such place, timeeither within or without the State of Delaware, and place at such time and date as the Board of Directors shall determine. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 2.02 of these Bylaws in accordance with Section 211(a)(2) of the regular annual meeting Delaware General Corporation Law. (B) Nominations of persons for election to the Company shall Board of Directors and the proposal of other business to be set considered by the Directors. At each such meeting the Class B Member shall elect Directors (if applicable) and transact such other business as may properly be brought before the meeting. No business stockholders may be transacted made at an annual meeting of Class B Members, other than business that is either stockholders (a1) specified in pursuant to the Corporation's notice of meeting delivered pursuant to Section 2.03 of these Bylaws, (or any supplement thereto2) given by or at the direction of the Directors, (b) otherwise properly brought before the annual meeting by or at the direction Chairman of the Directors, Board or (c3) otherwise properly brought before the annual meeting by any Class B Member stockholder of the Company (i) Corporation who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) the meeting, who complies complied with the notice procedures set forth in paragraphs (B), (C) and (D) of this Section 4.7(b). In addition 2.01 and who was a stockholder of record at the time such notice is delivered to any the Secretary of the Corporation. (C) For nominations or other applicable requirements, for business to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to clause (3) of paragraph (B) of this Section 2.01, such Class B Member the stockholder must have given timely notice thereof in proper written form writing to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received Corporation at the principal executive offices of the Company Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) days from the anniversary date of the previous year's meeting, notice by the stockholder to be timely must be so delivered not earlier than one hundred and twenty (120) days prior to such annual meeting and not later than the close of business on the fifth later of the ninetieth (5th90th) day prior to such annual meeting or the tenth (10th) day following the day on which such notice public announcement of the date of the such meeting is first made. Public announcement of an adjournment of an annual meeting was mailed shall not commence a new time period for the giving of a stockholder's notice. Notwithstanding anything in this Section 2.01(C) to the contrary, if the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased board of directors at least one hundred (100) calendar days prior to the anniversary of the mailing of proxy materials for the prior year's annual meeting of stockholders, then a stockholder's notice required by this Section shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary of the Corporation not later than the close of business on the tenth (10th) calendar day following the day on which such public disclosure of announcement is first made by the date of the annual meeting was made, whichever first occurs. To be in proper written form, a Class B Member’s Corporation. (D) Such stockholder's notice to the Secretary must also shall set forth (1) as to each matter person whom the stockholder proposes to nominate for election or re-election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (2) as to any other business that the stockholder proposes to bring before the annual meeting (A) meeting, a brief description of the business desired to be brought before the annual meeting and meeting, the text of any resolution proposed to be adopted at the meeting, the reasons for conducting such business at the annual meetingmeeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (B3) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (a) the name and record address of such Class B Memberstockholder, (C) a description of all arrangements or understandings between such Class B Member as they appear on the Corporation's books, and any other person or persons (including their names) in connection with the proposal of such business beneficial owner and (b) the class and number of shares of the Corporation which are owned beneficially and of record by such Class B Member stockholder and any material interest of such Class B Member in such business and (D) a representation that such Class B Member intends to appear in person or by proxy at the annual meeting to bring such business before the meetingbeneficial owner.

Annual Meetings. (a) The date, time, and place of the regular annual meeting of the Company shall be set by stockholders of the Directors. At each such meeting corporation, for the Class B Member shall elect Directors (if applicable) purpose of election of directors and transact for such other business as may properly come before it, shall be brought before the meeting. No business held on such date and at such time as may be transacted designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of Class B Members, other than business that is either stockholders: (ai) specified in pursuant to the corporation’s notice of meeting of stockholders (or any supplement theretowith respect to business other than nominations); (ii) given brought specifically by or at the direction of the Board of Directors, ; or (biii) otherwise properly brought before by any stockholder of the annual meeting by or corporation who was a stockholder of record at the direction time of giving the Directors, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the stockholder’s notice provided for herein in Section 5(b) of these Second Amended and on Restated Bylaws (the record date for the determination of stockholders “Bylaws”), who is entitled to vote at such annual the meeting and (ii) who complies complied with the notice procedures set forth in this Section 4.7(b5. The number of nominees a stockholder may nominate for election at an annual meeting of stockholders (or in the case of a stockholder giving notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such meeting. For the avoidance of doubt, clause (iii) above shall be the exclusive means for a stockholder to make nominations and submit other business (other than matters properly included in the corporation’s notice of meeting of stockholders and proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “1934 Act”). In addition ) before an annual meeting of stockholders. (b) At an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under Delaware law and as shall have been properly brought before the meeting. (i) For nominations for the election to any other applicable requirements, for business the Board of Directors to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to clause (iii) of Section 5(a) of these Bylaws, such Class B Member the stockholder must have given timely notice thereof in proper deliver written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than corporation on a timely basis as set forth in Section 5(b)(iii) of these Bylaws and must update and supplement such written notice on a timely basis as set forth in Section 5(c) of these Bylaws. Such stockholder’s notice shall set forth: (A) as to each nominee such stockholder proposes to nominate at the close meeting: (1) the name, age, business address and residence address of business on such nominee; (2) the fifth principal occupation or employment of such nominee; (5th3) day following the day class and number of shares of each class of capital stock of the corporation which are owned of record and beneficially by such nominee; (4) the date or dates on which such notice shares were acquired and the investment intent of such acquisition; (5) with respect to each nominee for election or re-election to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Section 5(e) of these Bylaws; and (6) such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the date 1934 Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named as a nominee and to serving as a director if elected); and (B) the information required by Section 5(b)(iv) of these Bylaws. The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee. (ii) Other than proposals sought to be included in the corporation’s proxy materials pursuant to Rule 14(a)-8 under the 1934 Act, for business other than nominations for the election to the Board of Directors to be properly brought before an annual meeting was mailed or such public disclosure by a stockholder pursuant to clause (iii) of Section 5(a) of these Bylaws, the date of the annual meeting was made, whichever first occurs. To be in proper stockholder must deliver written form, a Class B Member’s notice to the Secretary must at the principal executive offices of the corporation on a timely basis as set forth in Section 5(b)(iii) of these Bylaws, and must update and supplement such written notice on a timely basis as set forth in Section 5(c) of these Bylaws. Such stockholder’s notice shall set forth: (A) as to each matter such stockholder proposes to bring before the annual meeting (A) meeting, a brief description of the business desired to be brought before the annual meeting and meeting, the reasons for conducting such business at the annual meeting, and any material interest (including any anticipated benefit of such business to any Proponent (as defined below) other than solely as a result of its ownership of the corporation’s capital stock, that is material to any Proponent individually, or to the Proponents in the aggregate) in such business of any Proponent; and (B) the information required by Section 5(b)(iv) of these Bylaws. (iii) To be timely, the written notice required by Section 5(b)(i) or 5(b)(ii) of these Bylaws must be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, subject to the last sentence of this Section 5(b)(iii), in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 60 days after the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting and the 10th day following the day on which notice of the date of such annual meeting was mailed or public announcement of the date of such meeting is first made, whichever first occurs. In no event shall an adjournment or a postponement of an annual meeting for which notice has been given, or the public announcement thereof has been made, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (iv) The written notice required by Section 5(b)(i) or 5(b)(ii) of these Bylaws shall also set forth, as of the date of the notice and as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (each, a “Proponent” and collectively, the “Proponents”): (A) the name and record address of such Class B Membereach Proponent, as they appear on the corporation’s books; (B) the class, series and number of shares of the corporation that are owned beneficially and of record by each Proponent; (C) a description of all arrangements any agreement, arrangement or understandings understanding (whether oral or in writing) with respect to such nomination or proposal between such Class B Member or among any Proponent and any other person of its affiliates or persons associates, and any others (including their names) acting in connection concert, or otherwise under the agreement, arrangement or understanding, with any of the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and foregoing; (D) a representation that such Class B Member intends the Proponents are holders of record or beneficial owners, as the case may be, of shares of the corporation entitled to vote at the meeting and intend to appear in person or by proxy at the annual meeting to bring nominate the person or persons specified in the notice (with respect to a notice under Section 5(b)(i) of these Bylaws) or to propose the business that is specified in the notice (with respect to a notice under Section 5(b)(ii) of these Bylaws); (E) a representation as to whether the Proponents intend to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the corporation’s voting shares to elect such business before nominee or nominees (with respect to a notice under Section 5(b)(i) of these Bylaws) or to carry such proposal (with respect to a notice under Section 5(b)(ii) of these Bylaws); (F) to the meetingextent known by any Proponent, the name and address of any other stockholder supporting the proposal on the date of such stockholder’s notice; and (G) a description of all Derivative Transactions (as defined below) by each Proponent during the previous 12-month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions.

Annual Meetings. The date, time, and place of the regular annual meeting of the Company stockholders shall be set held on such date and at such time as may be fixed by the Directors. At each such meeting Board of Directors and stated in the Class B Member shall elect Directors (if applicable) notice of the meeting, for the purpose of electing directors and transact for the transaction of only such other business as may is properly be brought before the meetingmeeting in accordance with these Bylaws (the “Bylaws”). No business may be transacted at Written notice of an annual meeting stating the place, date and hour of Class B Membersthe meeting, other shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the annual meeting. To be properly brought before the annual meeting, business that is must be either (ai) specified in the notice of annual meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors, (bii) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors, or (ciii) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 4.7(b)stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a Class B Memberstockholder, such Class B Member the stockholder must have given timely notice thereof in proper written form writing to the Secretary of the CompanyCorporation. To be timely, a Class B Memberstockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company Corporation not less than sixty (60} days nor more than ninety (90) days prior to the meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by a stockholder, to be timely, must be received no later than the close of business on the fifth tenth (5th10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. To be in proper written form, a Class B Member’s A stockholder's notice to the Secretary must shall set forth (a) as to each matter such the stockholder proposes to bring before the annual meeting (Ai) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, and (Bii) any material interest of the stockholder in such business, and (b) as to the stockholder giving the notice (i) the name and record address of such Class B Member, (C) a description of all arrangements or understandings between such Class B Member and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member and any material interest of such Class B Member in such business stockholder and (Dii) a representation that such Class B Member intends the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. Notwithstanding anything in these Bylaws to appear in person or by proxy the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Article II, Section 2. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to bring the annual meeting that business was not properly brought before the annual meeting in accordance with the provisions of this Article II, Section 2, and if such offer should so determine, such officer shall so declare to the annual meeting and any such business not properly brought before the meetingmeeting shall not be transacted.

Annual Meetings. (a) The date, time, and place of the regular annual meeting of the Company shall be set by stockholders of the Directors. At each such meeting corporation, for the Class B Member shall elect Directors (if applicable) purpose of election of directors and transact for such other business as may properly come before it, shall be brought before the meeting. No business held on such date and at such time as may be transacted designated from time to time by the Board of Directors and stated in the corporation’s notice of meeting of stockholders. For purposes of this Section 5, the Company’s annual meeting of stockholders for the 2021 calendar year shall be deemed to have been held on [•], 2021. Nominations of persons for election to the Board of Directors and proposals of business to be considered by the stockholders may be made at an annual meeting of Class B Members, other than business that is either stockholders: (ai) specified in pursuant to the corporation’s notice of meeting of stockholders (or any supplement theretowith respect to business other than nominations); (ii) given brought specifically by or at the direction of the Board of Directors, ; or (biii) otherwise properly brought before by any stockholder of the annual meeting by or corporation who was a stockholder of record at the direction time of giving the Directors, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the stockholder’s notice provided for herein and on the record date for the determination of stockholders in Section 5(b) below, who is entitled to vote at such annual the meeting and (ii) who complies complied with the notice procedures set forth in this Section 4.7(b5. For the avoidance of doubt, clause (iii) above shall be the exclusive means for a stockholder to make nominations and submit other business (other than matters properly included in the corporation’s notice of meeting of stockholders and proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “1934 Act”). In addition ) before an annual meeting of stockholders. (b) At an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under Delaware law and as shall have been properly brought before the meeting in accordance with Section 5(a) and the procedures below. (i) For nominations for the election to any other applicable requirements, for business the Board of Directors to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to clause (iii) of Section 5(a), such Class B Member the stockholder must have given timely notice thereof in proper deliver written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than corporation on a timely basis as set forth in Section 5(b)(iii) and must update and supplement such written notice on a timely basis as set forth in Section 5(c). Such stockholder’s notice shall set forth: (A) as to each nominee such stockholder proposes to nominate at the close meeting: (1) the name, age, business address and residence address of business on such nominee, (2) the fifth principal occupation or employment of such nominee, (5th3) day following the day class and number of shares of each class of capital stock of the corporation that are owned of record and beneficially by such nominee, (4) the date or dates on which such notice shares were acquired and the investment intent of such acquisition, and (5) such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the date 1934 Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named as a nominee and to serving as a director if elected); and (B) the information required by Section 5(b)(iv). The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee. The notice in this paragraph must also be accompanied by (X) a completed written questionnaire (in a form provided by the corporation) with respect to the background, qualifications, stock ownership and independence of such proposed nominee, and such additional information with respect to such proposed nominee as would be required to be provided by the corporation pursuant to Schedule 14A if such proposed nominee were a participant in the solicitation of proxies by the corporation in connection with such annual or special meeting and (Y) a written representation and agreement (in form provided by the corporation) that such nominee (i) if elected as director of the corporation, intends to serve the entire term until the next meeting at which such nominee would face re-election and (ii) consents to being named as a nominee in the corporation’s proxy statement pursuant to Rule 14a-4(d) under the 1934 Act and any associated proxy card of the corporation and agrees to serve if elected as a director. (ii) Other than proposals sought to be included in the corporation’s proxy materials pursuant to Rule 14a-8 under the 1934 Act, for business other than nominations for the election to the Board of Directors to be properly brought before an annual meeting was mailed or such public disclosure by a stockholder pursuant to clause (iii) of Section 5(a), the date of the annual meeting was made, whichever first occurs. To be in proper stockholder must deliver written form, a Class B Member’s notice to the Secretary must at the principal executive offices of the corporation on a timely basis as set forth in Section 5(b)(iii), and must update and supplement such written notice on a timely basis as set forth in Section 5(c). Such stockholder’s notice shall set forth: (A) as to each matter such stockholder proposes to bring before the annual meeting (A) meeting, a brief description of the business desired to be brought before the annual meeting and meeting, the reasons for conducting such business at the annual meeting, and any material interest (including any anticipated benefit of such business to any Proponent (as defined below) other than solely as a result of its ownership of the corporation’s capital stock, that is material to any Proponent individually, or to the Proponents in the aggregate) in such business of any Proponent; and (B) the information required by Section 5(b)(iv). (iii) To be timely, the written notice required by Section 5(b)(i) or 5(b)(ii) must be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, subject to the last sentence of this Section 5(b)(iii), in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received (A) not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and (B) not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or, if later than later of the ninetieth (90th) day prior to such annual meeting, the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall an adjournment or a postponement of an annual meeting for which notice has been given, or the public announcement thereof has been made, commence a new time period for the giving of a stockholder’s notice as described above. (iv) The written notice required by Section 5(b)(i) or 5(b)(ii) shall also set forth, as of the date of the notice and as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (each, a “Proponent” and collectively, the “Proponents”): (A) the name and record address of such Class B Membereach Proponent, as they appear on the corporation’s books; (B) the class, series and number of shares of the corporation that are owned beneficially and of record by each Proponent; (C) a description of all arrangements any agreement, arrangement or understandings understanding (whether oral or in writing) with respect to such nomination or proposal between such Class B Member or among any Proponent and any other person of its affiliates or persons associates, and any others (including their names) acting in connection concert, or otherwise under the agreement, arrangement or understanding, with any of the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and foregoing; (D) a representation that such Class B Member intends the Proponents are holders of record or beneficial owners, as the case may be, of shares of the corporation entitled to vote at the meeting and intend to appear in person or by proxy at the annual meeting to bring nominate the person or persons specified in the notice (with respect to a notice under Section 5(b)(i)) or to propose the business that is specified in the notice (with respect to a notice under Section 5(b)(ii)); (E) a representation as to whether the Proponents intend to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the corporation’s voting shares to elect such business before nominee or nominees (with respect to a notice under Section 5(b)(i)) or to carry such proposal (with respect to a notice under Section 5(b)(ii)); (F) to the meeting.extent known by any Proponent, the name and address of any other stockholder supporting the proposal on the date of such stockholder’s notice; and (G) a description of all Derivative Transactions (as defined below) by each Proponent during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions. For purposes of this Section 5, a “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proponent or any of its affiliates or associates, whether record or beneficial:

Annual Meetings. The date, time, and place of the regular (a) An annual meeting of the Company stockholders shall be set by held for the Directors. At each such meeting election of directors and the Class B Member shall elect Directors (if applicable) and transact transaction of such other business as may properly be brought before the meeting. No business meeting in accordance with these Bylaws at such date, time and place, if any, as may be transacted fixed by resolution of the Board of Directors of the Corporation from time to time. (b) Only such business (other than stockholder nominations of directors, which shall be made in compliance with, and shall be exclusively governed by, Section 3.1(a)) shall be conducted at an annual meeting of Class B Members, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Directors, (b) otherwise stockholders as shall have been properly brought before the annual meeting. For business to be properly brought before the meeting, it must be (i) authorized by the Board of Directors and specified in the notice, or a supplemental notice, of the meeting, (ii) otherwise brought before the meeting by or at the direction of the Board of Directors, or (ciii) otherwise properly brought before the meeting by a stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 2.1(b) and at the time of the annual meeting by any Class B Member of the Company (i) stockholders, who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at the meeting on any such annual meeting business and (ii) who complies has complied with the notice procedures and other requirements set forth in this Section 4.7(bthese Bylaws; clause (iii) shall be the exclusive means for a stockholder to submit such business (other than proposals properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition to any other applicable requirements, for and included in the Corporation’s notice of the meeting, which proposals are not governed by these Bylaws) before an annual meeting of stockholders. (c) For business to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to Section 2.1(b)(iii), such Class B Member the stockholder must have given timely written notice thereof in proper written form to the Secretary of the CompanyCorporation as hereinafter provided and such proposal must otherwise be a proper subject for action by the Corporation’s stockholders. To be timely, a Class B Member's stockholder’s written notice to the Secretary must shall set forth all information required under this Section 2.1(c) and shall be delivered to or mailed to and received at the principal executive offices of the Company Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the immediately preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within 30 days from the first anniversary of the immediately preceding year’s annual meeting date, written notice by a stockholder in order to be timely must be received not earlier than the 120th day before the date of such annual meeting and not later than the later of the 90th day before the date of such annual meeting, as originally convened, or the close of business on the fifth (5th) tenth day following the day on which such notice of the date of the annual meeting was mailed or such first public disclosure of the date of the such annual meeting was made, whichever first occurs. To be in proper written form, In no event shall the public disclosure of an adjournment or postponement of an annual meeting commence a Class B Membernew time period for the giving of stockholder’s notice as described above. A stockholder’s notice to the Secretary must delivered pursuant to this Section 2.1(c) shall set forth forth: (i) as to each matter such the stockholder proposes to bring before the annual meeting meeting, (A) a brief description of the proposal or business (including the complete text of any resolutions to be presented at the annual meeting, and, in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment) desired to be brought before the annual meeting and meeting, (B) the reasons for conducting such business at the annual meeting, and (C) any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom; (ii) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the proposal of business on the date of such stockholder’s notice; (iii) as to the stockholder giving the notice and any Stockholder Associated Person: (A) the class or series and number of shares of capital stock or other securities of the Corporation (collectively, “Company Securities”), if any, which are owned beneficially or of record by such person, the date(s) on which such Company Securities were acquired and the investment intent of such acquisition(s), and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person, (B) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such person, (C) whether and the extent to which such person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (x) manage risk or benefit of changes in the price of Company Securities for such person, or (y) increase or decrease the voting power of such person in the Corporation disproportionately to such person’s economic interest in the Company Securities; and (D) a representation that such stockholder or Stockholder Associated Person intends to appear in person or by proxy at the annual meeting to bring such business before the meeting; (iv) as to the stockholder giving the notice or any Stockholder Associated Person with an interest or ownership referred to in clause (i) or clause (iii)(C) of this Section 2.1(c): (A) the name and record address of such Class B Memberstockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person, and (CB) the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person; (v) as to the stockholder giving the notice and any Stockholder Associated Person, a description of all arrangements or understandings between such Class B Member person and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member stockholder and any material interest of such Class B Member stockholder or such beneficial owner in such business business, including any anticipated benefit to the stockholder or such beneficial owner therefrom; and (vi) as to the stockholder giving the notice and (D) any Stockholder Associated Person, a representation that such Class B Member person intends to appear in person or by proxy at the annual meeting to bring such business before the meetingmeeting (the information described in clauses (iii) through (vi), the “Proposing Stockholder Information”). (d) Unless otherwise required by law, if a stockholder (or qualified representative) does not appear at the meeting of stockholders to present business proposed by such stockholder pursuant to this Section 2.1(c), such proposed business shall not be transacted, even though proxies in respect of such vote may have been received by the Corporation. No business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting at which any business is proposed by a stockholder shall, if the facts warrant, determine and declare to the meeting that such business was not properly brought before the meeting in accordance with the provisions of this Section 2.1(c), and in such event, the business not properly before the meeting shall not be transacted.

Annual Meetings. The date, time, and place of the regular annual At a meeting of the Company shall be set by stockholders, only such nominations of persons for the Directors. At each such meeting the Class B Member shall elect Directors (if applicable) election of directors and transact such other business shall be conducted as may shall have been properly be brought before the meeting. No business may Subject to the Certificate of Incorporation, to be transacted at properly brought before an annual meeting of Class B Membersmeeting, nominations or such other than business that is either must be: (ai) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Directors, Board or any committee thereof; (bii) otherwise properly brought before the annual meeting by or at the direction of the Directors, Board or any committee thereof; or (ciii) otherwise properly brought before the an annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 4.7(b)Proposing Stockholder. In addition addition, any proposal of business (other than the nomination of persons for election to any other applicable requirementsthe Board) must be a proper matter for stockholder action. For business (including, for business but not limited to, director nominations) to be properly brought before an annual meeting by a Class B MemberProposing Stockholder pursuant to Section 3.12(a)(iii), such Class B Member the Proposing Stockholder must have given delivered timely notice thereof pursuant to this Section 3.12(a), in proper written form writing (electronic transmission not sufficient) to the Secretary even if such matter is already the subject of any notice to the Companystockholders or Public Disclosure from the Board. To be timely, a Class B Member's Proposing Stockholder’s notice to for an annual meeting must comply with the Secretary requirements of this Section 3.12 and must be delivered to or mailed and received at the principal executive offices of the Company Corporation in proper written form: (A) if such meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year’s annual meeting or not later than 70 days after the anniversary of the previous year’s annual meeting, not later than the close of business on the fifth 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the previous year’s annual meeting (5thwhich prior year’s annual meeting shall, for purposes of the Corporation’s annual meeting of stockholders to be held in 2027, be deemed to have occurred on May 13, 2026); and (B) with respect to any other annual meeting of stockholders, including in the event that no annual meeting was held in the previous year, not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of: (1) the 90th day prior to the annual meeting and (2) the close of business on the tenth day following the first date of Public Disclosure of the date of such meeting. In no event shall an adjournment, recess, rescheduling or postponement of an annual meeting, or the Public Disclosure thereof, commence a new notice time period (or extend any notice time period). Notwithstanding anything in this paragraph to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no Public Disclosure by the Corporation naming all of the nominees for director proposed by the Board or specifying the size of the increased Board at least ten days prior to the last day a Proposing Stockholder may deliver a notice of nominations in accordance with the second sentence of this paragraph, a Proposing Stockholder’s notice required by this Section 3.12 shall also be considered timely, but only with respect to proposed nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. To be in proper written form, a Class B Member’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and record address Public Disclosure of such Class B Member, (C) a description of all arrangements or understandings between such Class B Member and any other person or persons (including their names) in connection with increase is first made by the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and (D) a representation that such Class B Member intends to appear in person or by proxy at the annual meeting to bring such business before the meetingCorporation.

Annual Meetings. The date, time, and place of the regular (i) An annual meeting of the Company Members holding Voting Shares for the election of directors to the Board of Directors and such other matters as the Board of Directors shall submit to a vote of the Members holding Voting Shares shall be set held at such date and time as may be fixed from time to time by the DirectorsBoard of Directors at such place within or outside the State of Delaware as may be fixed from time to time by the Board of Directors and all as stated in the notice of the meeting. Notice of the annual meeting shall be given in accordance with Section 12.4 not less than 10 days nor more than 60 days prior to the date of such meeting. (ii) At each any annual meeting, only such meeting nominations of persons for election to the Class B Member Board of Directors shall elect Directors (if applicable) be made, and transact only such other business shall be conducted or considered, as may shall have been properly be brought before the meeting. No business may For nominations to be transacted properly made at an annual meeting meeting, and proposals of Class B Membersother business to be properly brought before an annual meeting, nominations and proposals of other than business that is either must be: (aA) specified in the notice of meeting (or any supplement theretounless relating to Section 7.1(e) given nominations), (B) otherwise properly made at the annual meeting, by or at the direction of the Directors, Board of Directors and/or pursuant to Section 7.1(e) or (bC) otherwise properly requested to be brought before the annual meeting by a Member in accordance with this Section 12.3 and/or Section 7.1(e). For nominations of persons for election to the Board of Directors or proposals of other business to be properly requested by a Member to be made at an annual meeting, a Member must (I) be a Member at the direction time of giving of notice of such annual meeting and at the time of the Directorsannual meeting, or (cII) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders be entitled to vote at such annual meeting and (iiIII) who complies comply with the notice procedures set forth in this Section 4.7(b12.3 and/or Section 7.1(e) as to such business or nomination. The immediately preceding sentence and/or Section 7.1(e) shall be the exclusive means for a Member to make nominations or other business proposals (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the notice of meeting) before an annual meeting. (iii) The Members holding Outstanding Common Shares shall vote together as a single class. The Members entitled to vote shall elect by a plurality of the votes cast, in person or by proxy, at such meeting persons to serve on the Board of Directors who are nominated in accordance with the provisions of this Article XII and/or pursuant to Section 7.1(e). In addition . (iv) Without qualification or limitation, subject to any other applicable requirementsrights of the Members to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act and to this Section 12.3, for any nominations (other than those brought under Section 7.1(e)) or any other business to be properly requested to be brought before an annual meeting by a Class B Member, such Class B the Member must have given timely notice thereof (including, in the case of nominations (other than those brought under Section 7.1(e)), the completed and signed questionnaire, representation and agreement required by Section 12.12) in a proper written form and timely updates and supplements thereof in writing to the Secretary Board of the CompanyDirectors and such business must otherwise be a proper matter for Member action. To be timely, a Class B Member's ’s notice to the Secretary must must: (G) be delivered to or mailed and received at the principal executive offices Board of Directors pursuant to Section 14.1 not earlier than the close of business on the 120th day nor later than the close of business on the 90th day prior to the first anniversary of the Company preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, a Member’s notice to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the fifth (5th) later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which such notice public announcement of the date of the annual meeting was mailed is first made. In no event shall an adjournment or such postponement of an annual meeting, or the public disclosure announcement thereof, commence a new time period for the giving of the date of the annual meeting was made, whichever first occurs. To be in proper written form, a Class B Member’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and record address of such Class B Member, (C) a description of all arrangements or understandings between such Class B Member and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and (D) a representation that such Class B Member intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.described above; and

Annual Meetings. (a) The date, time, and place of the regular annual meeting of the Company shall be set by stockholders of the Directors. At each such meeting corporation, for the Class B Member shall elect Directors (if applicable) purpose of election of directors and transact for such other business as may properly come before it, shall be brought before the meeting. No business held on such date and at such time as may be transacted designated from time to time by the Board of Directors. The corporation may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors. Nominations of persons for election to the Board of Directors and proposals of business to be considered by the stockholders may be made at an annual meeting of Class B Members, other than business that is either stockholders: (ai) specified in pursuant to the corporation’s notice of meeting of stockholders; (or any supplement theretoii) given by or at the direction of the DirectorsBoard of Directors or a duly authorized committee thereof; or (iii) by any stockholder of the corporation who was a stockholder of record (and, (bwith respect to any beneficial owner, if different, on whose behalf such business is proposed or such nomination or nominations are made, only if such beneficial owner was the beneficial owner of shares of the corporation) otherwise properly brought before the annual meeting by or at the direction time of giving the Directors, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the stockholder’s notice provided for herein and on the record date for the determination of stockholders in Section 5(b) below, who is entitled to vote at such annual the meeting and (ii) who complies complied with the notice procedures set forth in this Section 4.7(b5. For the avoidance of doubt, clause (iii) above shall be the exclusive means for a stockholder to make nominations and submit other business (other than matters properly included in the corporation’s notice of meeting of stockholders and proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “1934 Act”). In addition ) before an annual meeting of stockholders. (b) At an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under Delaware law, the Certificate of Incorporation and these Amended and Restated Bylaws (“Bylaws”), and only such nominations shall be made and such business shall be conducted as shall have been properly brought before the meeting in accordance with the procedures below. (i) For nominations for the election to any other applicable requirements, for business the Board of Directors to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to clause (iii) of Section 5(a), such Class B Member the stockholder must have given timely notice thereof in proper deliver written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than corporation on a timely basis as set forth in Section 5(b)(iii) and must update and supplement such written notice on a timely basis as set forth in Section 5(c). Such stockholder’s notice shall set forth: (A) as to each nominee such stockholder proposes to nominate at the close meeting: (1) the name, age, business address and residence address of business on such nominee, (2) the fifth principal occupation or employment of such nominee, (5th3) day following the day class or series and number of shares of each class or series of capital stock of the corporation that are owned of record and beneficially by such nominee, (4) the date or dates on which such notice shares were acquired and the investment intent of such acquisition and (5) all other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved and whether or not proxies are being or will be solicited), or that is otherwise required to be disclosed pursuant to Section 14 of the date 1934 Act (including such person’s written consent to being named in the corporation’s proxy statement and associated proxy card as a nominee of the stockholder and to serving as a director if elected); and (B) all of the information required by Section 5(b)(iv). The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the corporation (as such term is used in any applicable stock exchange listing requirements or applicable law) or on any committee or sub-committee of the Board of Directors under any applicable stock exchange listing requirements or applicable law, or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee. The number of nominees a stockholder may nominate for election at the annual meeting was mailed (or such public disclosure in the case of a stockholder giving the date notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting was madeon behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. (ii) Other than proposals sought to be included in the corporation’s proxy materials pursuant to Rule 14a-8 under the 1934 Act, whichever first occurs. To for business other than nominations for the election to the Board of Directors to be in proper properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 5(a), the stockholder must deliver written form, a Class B Member’s notice to the Secretary must at the principal executive offices of the corporation on a timely basis as set forth in Section 5(b)(iii), and must update and supplement such written notice on a timely basis as set forth in Section 5(c). Such stockholder’s notice shall set forth: (A) as to each matter such stockholder proposes to bring before the annual meeting (A) meeting, a brief description of the business desired to be brought before the annual meeting meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), the reasons for conducting such business at the annual meeting, and any material interest (including any anticipated benefit of such business to any Proponent (as defined below) other than solely as a result of its ownership of the corporation’s capital stock, that is material to any Proponent individually, or to the Proponents in the aggregate) in such business of any Proponent; and (B) the information required by Section 5(b)(iv). (iii) To be timely, the written notice required by Section 5(b)(i) or 5(b)(ii) must be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the immediately preceding year’s annual meeting; provided, however, that, subject to the last sentence of this Section 5(b)(iii), in the event that (A) the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if later than the 90th day prior to such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the corporation or (B) the corporation did not have an annual meeting in the preceding year, notice by the stockholder to be timely must be so received not later than the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall an adjournment or postponement of an annual meeting for which notice has been given, or the public announcement thereof has been made, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. (iv) The written notice required by Sections 5(b)(i) or 5(b)(ii) shall also set forth, as of the date of the notice and as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (each, a “Proponent” and collectively, the “Proponents”): (A) the name and record address of each Proponent, including, if applicable, such Class B Membername and address as they appear on the corporation’s books and records; (B) the class, series and number of shares of each class or series of the capital stock of the corporation that are, directly or indirectly, owned of record or beneficially (within the meaning of Rule 13d-3 under the 1934 Act) by each Proponent (provided, that for purposes of this Section 5(b)(iv), such Proponent shall in all events be deemed to beneficially own all shares of any class or series of capital stock of the corporation as to which such Proponent has a right to acquire beneficial ownership at any time in the future); (C) a description of all arrangements any agreement, arrangement or understandings understanding (whether oral or in writing) with respect to such nomination or proposal (and/or the voting of shares of any class or series of capital stock of the corporation) between such Class B Member or among any Proponent and any other person of its affiliates or persons associates, and any others (including their names) acting in connection concert, or otherwise under the agreement, arrangement or understanding, with any of the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and foregoing; (D) a representation that such Class B Member intends the Proponents are holders of record or beneficial owners, as the case may be, of shares of the corporation at the time of giving notice, will be entitled to vote at the meeting, and intend to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice (with respect to a notice under Section 5(b)(i)) or to propose the business that is specified in the notice (with respect to a notice under Section 5(b)(ii)); (E) a representation as to whether the Proponents intend to deliver a proxy statement and form of proxy to holders of a sufficient number of the corporation’s voting shares to elect such nominee or nominees (with respect to a notice under Section 5(b)(i)) or to carry such proposal (with respect to a notice under Section 5(b)(ii)); (F) to the extent known by any Proponent, the name and address of any other stockholder supporting the proposal on the date of such stockholder’s notice; and (G) a description of all Derivative Transactions (as defined below) by each Proponent during the previous 12-month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions. (c) A stockholder providing the written notice required by Section 5(b)(i) or (ii) shall update and supplement such notice in writing, if necessary, so that the information provided or required to be provided in such notice is true and correct in all material respects as of (i) the record date for the determination of stockholders entitled to notice of the meeting and (ii) the date that is five Business Days (as defined below) prior to the meeting and, in the event of any adjournment or postponement thereof, five Business Days prior to such adjourned or postponed meeting. In the case of an update and supplement pursuant to clause (i) of this Section 5(c), such update and supplement shall be received by the Secretary at the principal executive offices of the corporation not later than five Business Days after the later of the record date for the determination of stockholders entitled to notice of the meeting or the public announcement of such record date. In the case of an update and supplement pursuant to clause (ii) of this Section 5(c), such update and supplement shall be received by the Secretary at the principal executive offices of the corporation not later than two Business Days prior to the date for the meeting, and, in the event of any adjournment or postponement thereof, two Business Days prior to such adjourned or postponed meeting. (d) Notwithstanding anything in Section 5(b)(iii)to the contrary, in the event that the number of directors in an Expiring Class (as defined below) to be elected to the Board of Directors at the next annual meeting to bring such business is increased effective after the time period for which nominations would otherwise be due under Section 5(b)(iii) and there is no public announcement by the corporation naming the nominees for the Expiring Class at least 100 days before the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 5 and that complies with the requirements in Section 5(b)(i), other than the timing requirements in Section 5(b)(iii), shall also be considered timely, but only with respect to nominees for the additional directorships in such Expiring Class, if it shall be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation. For purposes of this section, an “Expiring Class” shall mean a class of directors whose term shall expire at the next annual meeting of stockholders.

Annual Meetings. The date, time, i. Nominations of persons for election to the Board and place the proposal of the regular annual meeting of the Company shall business to be set transacted by the Directors. At each such meeting the Class B Member shall elect Directors (if applicable) and transact such other business as may properly be brought before the meeting. No business stockholders may be transacted made at an annual meeting of Class B Members, other than business that is either stockholders (aA) specified in pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) given by or at the direction of the DirectorsBoard, (bC) otherwise properly brought before by any stockholder of the annual meeting by or Corporation who was a stockholder of record at the direction of the Directors, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date time of the giving of the notice provided for herein required by this Section 5 and on at the record date for time of the determination annual meeting of stockholders stockholders, who is entitled to vote at such meeting and who has complied with the requirements of this Section 5, or (D) by 1397225 Ontario Limited (“OTPP”) or MGG Investment Group LP (“MGG”) or their respective affiliates that are or become stockholders of the Corporation. For the avoidance of doubt, the foregoing clause (C) shall be the exclusive means for a stockholder (other than OTPP and MGG or their respective affiliates that are or become stockholders of the Corporation) to make nominations or propose business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”) if Rule 14a-8 is applicable to the Corporation) at an annual meeting and (of stockholders. ii) who complies with the notice procedures set forth in this Section 4.7(b). In addition to any other applicable requirements, for For nominations or business to be properly brought before an annual meeting of stockholders by a Class B Memberstockholder of record pursuant to clause (C) of the foregoing paragraph, such Class B Member (A) the stockholder of record must have given timely notice thereof in proper written form writing to the Secretary of the CompanyCorporation and (B) any such business must be a proper matter for stockholder action under Delaware law. To be timely, a Class B Member's stockholder of record’s notice must be delivered in writing to the Secretary must be delivered to or mailed and received of the Corporation at the principal executive offices of the Company Corporation not later than the close of business on the fifth ninetieth (5th90th) day, nor earlier than the one hundred twentieth (120th) day prior to the first anniversary of the previous year’s annual meeting of stockholders; provided, however, that, subject to the last following sentence, if the date of the annual meeting of stockholders is advanced by more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, notice to be timely must be so given not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of (x) the ninetieth (90th) day before such annual meeting and (y) the tenth (10th) day following the day on which such notice announcement of the date of such meeting is first made by the Corporation. In no event shall an adjournment, recess or postponement of an annual meeting was mailed of stockholders (or such the public disclosure announcement thereof) for which notice has been given, or for which a public announcement of the date of the annual meeting was thereof has been made, whichever first occurscommence a new time period for the giving of such notice. iii. To be in proper written form, a Class B Member’s Such notice to the Secretary must shall set forth as forth: 1. As to each matter such person whom the stockholder proposes to bring before the annual meeting nominate for election or re-election as a director: (A) a brief description The name, age, business address and residence address of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meetingperson, (B) the principal occupation or employment of such person, (C) the class and number of shares of the Corporation that are beneficially owned by such person, (D) such person’s written consent to being named in a proxy statement relating to the meeting of stockholders at which directors are to be elected and to serve if elected, (E) a completed and signed written questionnaire with respect to the background, qualifications, stock ownership and independence of such person (the form of which shall be provided by the Secretary of the Corporation within five (5) business days following a written request therefor), (F) a description of all arrangements, agreements or understandings between such person and any Proponent (as defined below) or any other person or persons (including their names) in connection with the nomination by such stockholder, and (G) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in a contested election, or that is otherwise required, pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; 2. as to such stockholder, any beneficial owner on whose behalf such nomination or proposal is made and any affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) who controls either of the foregoing stockholder or beneficial owner, directly or indirectly (each a “Proponent”): (A) the name and record address of such Class B Memberstockholder, as they appear on the Corporation’s books and records, and the name and address of each other Proponent, (B) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by each Proponent, (C) a description of all arrangements arrangements, agreements or understandings between such Class B Member any Proponent and any other person or persons (including their names) in connection with the nomination(s) or proposal of such business by such Class B Member and any material interest of such Class B Member in such business and stockholder, (D) a representation that such Class B Member stockholder is a stockholder of record and entitled to vote at such meeting of stockholders and that such stockholder (or a qualified representative thereof) intends to appear at such meeting of stockholders to present the nomination(s) or proposal, (E) the full notional amount of any securities that, directly or indirectly, underlie any “derivative security” (as such term is defined in person Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”) and that is, directly or indirectly, held or maintained by proxy such Proponent with respect to any shares of any class or series of stock of the Corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the annual meeting time of such determination; and, provided, further, that any Proponent satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proponent that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to bring hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Proponent as a hedge with respect to a bona fide derivatives trade or position of such Proponent arising in the ordinary course of such Proponent’s business before as a derivatives dealer, (F) any rights to dividends on the meetingshares of any class or series of stock of the Corporation owned beneficially by such Proponent that are separated or separable from the underlying shares of the Corporation, and (G) any material pending or threatened legal proceeding in which such Proponent is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation.

Annual Meetings. The date, time, and place of the regular (a) An annual meeting of the Company stockholders shall be set by held for the Directors. At each such meeting election of directors and the Class B Member shall elect Directors (if applicable) and transact transaction of such other business as may properly be brought before the meeting. No business meeting in accordance with these Bylaws at such date, time and place, if any, as may be transacted fixed by resolution of the Board of Directors of the Corporation from time to time. (b) Only such business (other than stockholder nominations of directors, which shall be made in compliance with, and shall be exclusively governed by, Section 3.1(a)) shall be conducted at an annual meeting of Class B Members, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Directors, (b) otherwise stockholders as shall have been properly brought before the annual meeting. For business to be properly brought before the meeting, it must be (i) authorized by the Board of Directors and specified in the notice, or a supplemental notice, of the meeting, (ii) otherwise brought before the meeting by or at the direction of the Board of Directors, or (ciii) otherwise properly brought before the meeting by a stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 2.1 and at the time of the annual meeting by any Class B Member of the Company (i) stockholders, who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at the meeting on any such annual meeting business and (ii) who complies has complied with the notice procedures and other requirements set forth in this Section 4.7(bthese Bylaws; clause (iii) shall be the exclusive means for a stockholder to submit such business (other than proposals properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition to any other applicable requirements, for and included in the Corporation’s notice of the meeting, which proposals are not governed by these Bylaws) before an annual meeting of stockholders. (c) For business to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to Section 2.1(b)(iii), such Class B Member the stockholder must have given timely written notice thereof in proper written form to the Secretary of the CompanyCorporation as hereinafter provided and such proposal must otherwise be a proper subject for action by the Corporation’s stockholders. To be timely, a Class B Member's stockholder’s written notice to the Secretary must shall set forth all information required under this Section 2.1(c) and shall be delivered to or mailed to and received at the principal executive offices of the Company Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the immediately preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within 30 days from the first anniversary of the immediately preceding year’s annual meeting date, written notice by a stockholder in order to be timely must be received not earlier than the 120th day before the date of such annual meeting and not later than the later of the 90th day before the date of such annual meeting, as originally convened, or the close of business on the fifth (5th) tenth day following the day on which such notice of the date of the annual meeting was mailed or such first public disclosure of the date of the such annual meeting was made, whichever first occurs. To be in proper written form, In no event shall the public disclosure of an adjournment or postponement of an annual meeting commence a Class B Membernew time period for the giving of stockholder’s notice as described above. A stockholder’s notice to the Secretary must delivered pursuant to this Section 2.1(c) shall set forth as to each matter such stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and record address of such Class B Member, (C) a description of all arrangements or understandings between such Class B Member and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and (D) a representation that such Class B Member intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.forth:

Annual Meetings. (a) The date, time, and place of the regular annual meeting of the Company shall be set by stockholders of the Directors. At each such meeting Corporation, for the Class B Member shall elect Directors (if applicable) purpose of election of directors and transact for such other business as may properly come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Except for nominations that are included in the Corporation’s annual meeting proxy statement to be properly brought before the meeting. No business may be transacted at an annual meeting of Class B Membersmeeting, nominations or such other than business that is either must be: (ai) specified in pursuant to the corporation’s notice of meeting of stockholders (or any supplement theretowith respect to business other than nominations); (ii) given brought specifically by or at the direction of the Board of Directors, ; or (biii) otherwise properly brought before by any stockholder of the annual meeting by or corporation who was a stockholder of record at the direction time of giving the Directors, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the stockholder’s notice provided for herein and on in Section 5(b) of these Bylaws (the record date for the determination of stockholders “Bylaws”), who is entitled to vote at such annual the meeting and (ii) who complies complied with the notice procedures set forth in this Section 4.7(b5. For the avoidance of doubt, clause (iii) above shall be the exclusive means for a stockholder to submit other business (other than matters properly included in the corporation’s notice of meeting of stockholders and proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “1934 Act”). In addition ) before an annual meeting of stockholders. (b) At an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under Delaware law and as shall have been properly brought before the meeting. (i) For nominations of any person or persons for the election to any other applicable requirements, for business the Board of Directors to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to clause (iii) of Section 5(a) of these Bylaws, such Class B Member the stockholder must have given timely notice thereof in proper deliver written form to the Secretary of the Company. To be timely, a Class B Member's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than corporation on a timely basis as set forth in Section 5(b)(iii) of these Bylaws and must update and supplement such written notice on a timely basis as set forth in Section 5(c) of these Bylaws. Such stockholder’s notice shall set forth: (A) as to each nominee such stockholder proposes to nominate at the close meeting: (1) the name, age, business address and residence address of business on such nominee; (2) the fifth principal occupation or employment of such nominee; (5th3) day following the day class and number of shares of each class of capital stock of the corporation which are owned of record and beneficially by such nominee; (4) the date or dates on which such notice shares were acquired and the investment intent of such acquisition; (5) with respect to each nominee for election or re-election to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Section 5(e) of these Bylaws; and (6) such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the date 1934 Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named as a nominee and to serving as a director if elected); and (B) the information required by Section 5(b)(iv) of these Bylaws. The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee. (ii) For the proposals sought to be included in the corporation’s proxy materials pursuant to Rule 14a-8 under the 1934 Act, for business other than nominations for the election to the Board of Directors to be properly brought before an annual meeting was mailed or such public disclosure by a stockholder pursuant to clause (iii) of Section 5(a) of these Bylaws, the date of the annual meeting was made, whichever first occurs. To be in proper stockholder must deliver written form, a Class B Member’s notice to the Secretary must at the principal executive offices of the corporation on a timely basis as set forth in Section 5(b)(iii) of these Bylaws, and must update and supplement such written notice on a timely basis as set forth in Section 5(c) of these Bylaws. Such stockholder’s notice shall set forth: (A) as to each matter such stockholder proposes to bring before the annual meeting (A) meeting, a brief description of the business desired to be brought before the annual meeting and meeting, the reasons for conducting such business at the annual meeting, and any material interest (including any anticipated benefit of such business to any Proponent (as defined below) other than solely as a result of its ownership of the corporation’s capital stock, that is material to any Proponent individually, or to the Proponents in the aggregate) in such business of any Proponent; and (B) the information required by Section 5(b)(iv) of these Bylaws. (iii) To be timely, the written notice required by Section 5(b)(i) of these Bylaws must be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, subject to the last sentence of this Section 5(b)(iii), in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. To be timely, the written notice required by Section 5(b)(ii) of these Bylaws must be received by the Secretary at the principal executive offices of the corporation at least 120 days before the anniversary of the date that the previous year’s proxy statement was first mailed to stockholders. If the annual meeting date has been changed by more than 30 days from the date of the prior year’s meeting, the proposal must be submitted within a reasonable time before the Corporation begins to print and mail its proxy materials. In no event shall an adjournment or a postponement of an annual meeting for which notice has been given, or the public announcement thereof has been made, commence a new time period for the giving of a stockholder’s notice as described above. (iv) The written notice required by Section 5(b)(i) or 5(b)(ii) of these Bylaws shall also set forth, as of the date of the notice and as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (each, a “Proponent” and collectively, the “Proponents”): (A) the name and record address of such Class B Membereach Proponent, as they appear on the corporation’s books; (B) the class, series and number of shares of the corporation that are owned beneficially and of record by each Proponent; (C) a description of all arrangements any agreement, arrangement or understandings understanding (whether oral or in writing) with respect to such nomination or proposal between such Class B Member or among any Proponent and any other person of its affiliates or persons associates, and any others (including their names) acting in connection concert, or otherwise under the agreement, arrangement or understanding, with any of the proposal of such business by such Class B Member and any material interest of such Class B Member in such business and foregoing; (D) a representation that such Class B Member intends the Proponents are holders of record or beneficial owners, as the case may be, of shares of the corporation entitled to vote at the meeting and intend to appear in person or by proxy at the annual meeting to bring nominate the person or persons specified in the notice (with respect to a notice under Section 5(b)(i) of these Bylaws) or to propose the business that is specified in the notice (with respect to a notice under Section 5(b)(ii) of these Bylaws); (E) a representation as to whether the Proponents intend to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the corporation’s voting shares to elect such business before nominee or nominees (with respect to a notice under Section 5(b)(i) of these Bylaws) or to carry such proposal (with respect to a notice under Section 5(b)(ii) of these Bylaws); (F) to the meetingextent known by any Proponent, the name and address of any other stockholder supporting the proposal on the date of such stockholder’s notice; and (G) a description of all Derivative Transactions (as defined below) by each Proponent during the previous 12 month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions. For purposes of Sections 5 and 6 of these Bylaws, a “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proponent or any of its affiliates or associates, whether record or beneficial: (w) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the corporation; (x) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the corporation; (y) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes; or (z) which provides the right to vote or increase or decrease the voting power of, such Proponent, or any of its affiliates or associates, with respect to any securities of the corporation, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proponent in the securities of the corporation held by any general or limited partnership, or any limited liability company, of which such Proponent is, directly or indirectly, a general partner or managing member.

Annual Meetings. The date, time, and place of the regular annual meeting of the Company stockholders shall be set held on such date and at such time as may be fixed by the Directors. At each such meeting Board of Directors and stated in the Class B Member shall elect Directors (if applicable) notice of the meeting, for the purpose of electing directors and transact for the transaction of only such other business as may is properly be brought before the meetingmeeting in accordance with these Bylaws (the “Bylaws”). No business may be transacted at Written notice of an annual meeting stating the place, date and hour of Class B Membersthe meeting, other shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the annual meeting. To be properly brought before the annual meeting, business that is must be either (ai) specified in the notice of annual meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors, (bii) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors, or (ciii) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 4.7(b)stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a Class B Memberstockholder, such Class B Member the stockholder must have given timely notice thereof in proper written form writing to the Secretary of the CompanyCorporation. To be timely, a Class B Member's stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than seventy (70) days’ notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by a stockholder, to be timely, must be received no later than the close of business on the fifth tenth (5th10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. To be in proper written form, a Class B MemberA stockholder’s notice to the Secretary must shall set forth (a) as to each matter such the stockholder proposes to bring before the annual meeting (Ai) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, and (Bii) any material interest of the stockholder in such business, and (b) as to the stockholder giving the notice (i) the name and record address of such Class B Member, (C) a description of all arrangements or understandings between such Class B Member and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member and any material interest of such Class B Member in such business stockholder and (Dii) a representation that such Class B Member intends the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. Notwithstanding anything in these Bylaws to appear in person or by proxy the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Article II, Section 2. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to bring the annual meeting that business was not properly brought before the annual meeting in accordance with the provisions of this Article II, Section 2, and if such officer should so determine, such officer shall so declare to the annual meeting and any such business not properly brought before the meetingmeeting shall not be transacted.

Annual Meetings. The date, time, and place of the regular (a) An annual meeting of the Company stockholders shall be set by held for the Directors. At each such meeting election of directors and the Class B Member shall elect Directors (if applicable) and transact transaction of such other business as may properly be brought before the meeting. No business meeting in accordance with these Bylaws at such date, time and place, if any, as may be transacted fixed by resolution of the Board of Directors of the Corporation from time to time. (b) Only such business (other than stockholder nominations of directors, which shall be made in compliance with, and shall be exclusively governed by, Section 3.1(a)) shall be conducted at an annual meeting of Class B Members, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Directors, (b) otherwise stockholders as shall have been properly brought before the annual meeting. For business to be properly brought before the meeting, it must be (i) authorized by the Board of Directors and specified in the notice, or a supplemental notice, of the meeting, (ii) otherwise brought before the meeting by or at the direction of the Board of Directors, or (ciii) otherwise properly brought before the meeting by a stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 2.1 and at the time of the annual meeting by any Class B Member of the Company (i) stockholders, who is a Class B Member in good standing on the date of the giving of the notice provided for herein and on the record date for the determination of stockholders entitled to vote at the meeting on any such annual meeting business and (ii) who complies has complied with the notice procedures and other requirements set forth in this Section 4.7(bthese Bylaws; clause (iii) shall be the exclusive means for a stockholder to submit such business (other than proposals properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition to any other applicable requirements, for and included in the Corporation’s notice of the meeting, which proposals are not governed by these Bylaws) before an annual meeting of stockholders. (c) For business to be properly brought before an annual meeting by a Class B Memberstockholder pursuant to Section 2.1(b)(iii), such Class B Member the stockholder must have given timely written notice thereof in proper written form to the Secretary of the CompanyCorporation as hereinafter provided and such proposal must otherwise be a proper subject for action by the Corporation’s stockholders. To be timely, a Class B Member's stockholder’s written notice to the Secretary must shall set forth all information required under this Section 2.1(c) and shall be delivered to or mailed to and received at the principal executive offices of the Company Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the immediately preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within 30 days from the first anniversary of the immediately preceding year’s annual meeting date, written notice by a stockholder in order to be timely must be received not earlier than the 120th day before the date of such annual meeting and not later than the later of the 90th day before the date of such annual meeting, as originally convened, or the close of business on the fifth (5th) tenth day following the day on which such notice of the date of the annual meeting was mailed or such first public disclosure of the date of the such annual meeting was made, whichever first occurs. To be in proper written form, In no event shall the public disclosure of an adjournment or postponement of an annual meeting commence a Class B Membernew time period for the giving of stockholder’s notice as described above. A stockholder’s notice to the Secretary must delivered pursuant to this Section 2.1(c) shall set forth forth: (i) as to each matter such the stockholder proposes to bring before the annual meeting meeting, (A) a brief description of the proposal or business (including the complete text of any resolutions to be presented at the annual meeting, and, in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment) desired to be brought before the annual meeting and meeting, (B) the reasons for conducting such business at the annual meeting, and (BC) any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom; (ii) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the proposal of business on the date of such stockholder’s notice; (iii) as to the stockholder giving the notice and any Stockholder Associated Person: (1) the class or series and number of shares of capital stock or other securities of the Corporation (collectively, “Company Securities”), if any, which are owned beneficially or of record by such person, the date(s) on which such Company Securities were acquired and the investment intent of such acquisition(s), and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person, (2) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such person, (3) whether and the extent to which such person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (x) manage risk or the benefit of changes in the price of Company Securities for such person, or (y) increase or decrease the voting power of such person in the Corporation disproportionately to such person’s economic interest in the Company Securities; and (4) a representation that such stockholder or Stockholder Associated Person intends to appear in person or by proxy at the annual meeting to bring such business before the meeting; (iv) as to the stockholder giving the notice or any Stockholder Associated Person with an interest or ownership referred to in clause (i) or clause (iii)(C) of this Section 2.1(c): (1) the name and record address of such Class B Memberstockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person, and (C2) the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person; (v) as to the stockholder giving the notice and any Stockholder Associated Person, a description of all arrangements or understandings between such Class B Member person and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member stockholder and any material interest of such Class B Member stockholder or such beneficial owner in such business business, including any anticipated benefit to the stockholder or such beneficial owner therefrom; and (vi) as to the stockholder giving the notice and (D) any Stockholder Associated Person, a representation that such Class B Member person intends to appear in person or by proxy at the annual meeting to bring such business before the meetingmeeting (the information described in clauses (iii) through (vi), the “Proposing Stockholder Information”). (d) Unless otherwise required by law, if a stockholder (or qualified representative) does not appear at the meeting of stockholders to present business proposed by such stockholder pursuant to Section 2.1(c), such proposed business shall not be transacted, even though proxies in respect of such vote may have been received by the Corporation. No business shall be conducted at any annual meeting except in accordance with the procedures set forth in Section 2.1. The chairman of the meeting at which any business is proposed by a stockholder shall, if the facts warrant, determine and declare to the meeting that such business was not properly brought before the meeting in accordance with the provisions of Section 2.1(c), and in such event, the business not properly before the meeting shall not be transacted.

Annual Meetings. The date, time, and place (i) Nominations of persons for election to the Board of Directors of the regular annual meeting Corporation and the proposal of the Company shall business to be set considered by the Directors. At each such meeting the Class B Member shall elect Directors (if applicable) and transact such other business as may properly be brought before the meeting. No business shareholders may be transacted made at an annual meeting of Class B Members, other than business that is either Annual Meeting (aA) specified in pursuant to the Corporation’s notice of meeting meeting, (or any supplement theretoB) given by or at the direction of the Directors, Board of Directors or (bC) otherwise properly brought before the annual meeting by or at the direction any shareholder of the Directors, or (c) otherwise properly brought before the annual meeting by any Class B Member of the Company (i) Corporation who is a Class B Member in good standing on shareholder of record at the date time of the giving of the notice provided for herein in this Section 14 and on the record date for the determination of stockholders who is entitled to vote at such annual the meeting and (ii) who complies with the notice procedures set forth in this Section 4.7(b). In addition to any 14. (ii) For nominations or other applicable requirements, for business to be properly brought before an annual meeting Annual Meeting by a Class B Membershareholder pursuant to clause (C) of paragraph (a)(i) of this Section 14, such Class B Member the shareholder must have given timely notice thereof in proper written form writing to the Secretary of the CompanyCorporation. To be timely, a Class B Member's shareholder’s notice to shall be received by the Secretary must be delivered to or mailed and received of the Corporation at the principal executive offices of the Company Corporation not later less than 45 days nor (except for shareholder proposals included in a proxy statement for such Annual Meeting in accordance with the requirements of Rule 14a-8 under the Exchange Act) more than 70 days prior to the first annual anniversary of the date set forth in the Corporation’s proxy statement for the immediately preceding Annual Meeting as the date on which the Corporation first mailed definitive proxy materials for the immediately preceding Annual Meeting (the “Anniversary Date”); provided, however, that in the event that the date for which the Annual Meeting is called is advanced by more than 30 days or delayed by more than 30 days from the first annual anniversary of the immediately preceding Annual Meeting, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the fifth 100th day prior to the date of such Annual Meeting and not later than (5thA) the 75th day prior to the date of such Annual Meeting or (B) the 10th day following the day on which such notice public announcement of the date of such Annual Meeting is first made. In no event shall the annual meeting was mailed announcement of an adjournment of an Annual Meeting commence a new time period for the giving of a shareholder notice as described above. Such shareholder’s notice shall be signed by the shareholder of record who intends to make the nomination or such public disclosure of introduce the other business (or his duly authorized proxy or other representative), shall bear the date of signature of such shareholder (or proxy or other representative) and shall set forth: (A) the annual name and address, as they appear on this Corporation’s books, of such shareholder and the beneficial owner or owners, if any, on whose behalf the nomination or proposal is made; (B) the class and number of shares of the Corporation which are beneficially owned by such shareholder or beneficial owner or owners; (C) a representation that such shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting was madeand intends to appear in person or by proxy at the meeting to make the nomination or introduce the other business specified in the notice; (D) in the case of any proposed nomination for election or re-election as a director, whichever first occurs. To (I) the name and residence address of the person or persons to be nominated, (II) a description of all arrangements or understandings between such shareholder or beneficial owner or owners and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by such shareholder, (III) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in proper solicitations of proxies for elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Exchange Act, including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board of Directors and (IV) the written form, consent of each nominee to be named in a Class B Member’s notice proxy statement and to serve as a director of the Secretary must set forth as to each matter Corporation if so elected; and (E) in the case of any other business that such stockholder shareholder proposes to bring before the annual meeting meeting, (AI) a brief description of the business desired to be brought before the annual meeting and, if such business includes a proposal to amend these By-laws, the language of the proposed amendment, (II) such shareholder’s and the beneficial owner’s or owners’ reasons for conducting such business at the annual meeting, meeting and (BIII) the name and record address of such Class B Member, (C) a description of all arrangements or understandings between such Class B Member and any other person or persons (including their names) in connection with the proposal of such business by such Class B Member and any material interest of such Class B Member in such business of such shareholder and beneficial owner or owners. (Diii) Notwithstanding anything in the second sentence of paragraph (a)(ii) of this Section 14 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 45 days prior to the Anniversary Date, a representation that shareholder’s notice required by this Section 14 shall also be considered timely, but only with respect to nominees for any new positions created by such Class B Member intends to appear in person or increase, if it shall be received by proxy the Secretary at the annual meeting to bring principal offices of the Corporation not later than the close of business on the 10th day following the day on which such business before public announcement is first made by the meetingCorporation.