Exhibit 3.1

CERTIFICATE OF AMENDMENT OF

THE CERTIFICATE OF INCORPORATION

OF

ENVIRI II CORPORATION

(a Delaware corporation)

Pursuant to §242 of the General Corporation Law

of the State of Delaware

Dated as of May 29, 2026

Enviri II Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The name of the corporation is Enviri II Corporation (the “Corporation”).

SECOND: The board of directors of the Corporation (the “Board”) has duly adopted a resolution setting forth an amendment to the Corporation’s certificate of incorporation, as amended (the “Certificate of Incorporation”) and declared its advisability.

THIRD: The sole stockholder of the Corporation has duly approved such amendment in accordance with Sections 228 and 242 of the DGCL.

FOURTH: That Article FOURTH of the Certificate of Incorporation is amended to read in its entirety as follows:

“The total number of shares of stock which the Corporation is authorized to issue is one hundred million (100,000,000) shares of common stock, par value $0.00001 per share (the “Common Stock”).

Upon this Amendment to the Certificate of Incorporation becoming effective pursuant to the General Corporation Law of Delaware (the “Effective Time”), every 1.0 share of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective Time, shall, automatically and without any action on the part of the respective holders thereof, be converted into 28,103.75 validly issued, fully paid and non-assessable shares of Common Stock (the “Stock Split”). The par value of each share of Common Stock shall not be adjusted in connection with the Stock Split.”

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed and acknowledged by its duly authorized officer this 29^th day of May, 2026.

[Signature Page to Charter Amendment]

Exhibit 3.2

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

ENVIRI II CORPORATION

The name of the corporation is Enviri II Corporation (the “Corporation”). The Certificate of Incorporation of the Corporation (the “Original Certificate of Incorporation”) was originally filed with the Secretary of State of the State of Delaware on November 3, 2025. This Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), which amends, restates and integrates the provisions of the Original Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”) and by the written consent of the stockholder of the Corporation in accordance with Section 228 of the DGCL. The Original Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

Section 1.1 Name. The name of the Corporation is Enviri II Corporation.

ARTICLE II

Section 2.1 Address. The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE III

Section 3.1 Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the DGCL.

ARTICLE IV

Section 4.1 Capitalization.

(i) The total number of shares of all classes of stock that the Corporation is authorized to issue is 110,000,000 shares, consisting of: (A) 10,000,000 shares of preferred stock, with a par value of $0.00001 per share (the “Preferred Stock”), and (B) 100,000,000 shares of common stock, with a par value of $0.00001 per share (the “Common Stock”).

(ii) The number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by a vote of the holders of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class shall be required therefor, unless a vote of any such holder is required pursuant to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock).

Section 4.2 Preferred Stock.

(i) The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized, by resolution or resolutions, at any time and from time to time, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation, powers (including voting powers), preferences and relative, participating, optional or other special rights, if any, of such series and any qualifications, limitations or restrictions thereof, and to cause to be filed with the Secretary of State of the State of Delaware a certificate of designation with respect thereto. The powers, preferences and relative, participating, optional and other special rights, if any, of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

(ii) Except as otherwise required by law, holders of a series of Preferred Stock, as such, shall have no voting rights except as shall expressly be granted thereto by this Certificate of Incorporation (including any certificate of designation relating to such series of Preferred Stock).

Section 4.3 Common Stock.

(i) Voting Rights.

(1) Each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote.

(2) Notwithstanding the foregoing, to the fullest extent permitted by law, holders of Common Stock, as such, shall have no voting power with respect to, and shall not be entitled to vote on, any amendment to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL.

(3) Except as otherwise provided in this Certificate of Incorporation or required by applicable law, the holders of Common Stock shall vote together as a single class (or, if the holders of one or more series of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with the holders of such series of Preferred Stock) on all matters submitted to a vote of the stockholders generally.

(ii) Dividends. Subject to applicable law and the rights, if any, of the holders of any series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends, dividends may be declared and paid ratably on the Common Stock out of the assets of the Corporation that are by law available therefor, at such times and in such amounts as the Board in its discretion may determine.

(iii) Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, after payment or provision of the debts and other liabilities of the Corporation and subject to the rights, if any, of the holders of any series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to distributions upon dissolution, liquidation or winding up of the Corporation, the holders of Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution ratably in proportion to the number of shares held by each such stockholder.

ARTICLE V

Section 5.1 Number of Directors. Subject to any rights of the holders of one or more series of Preferred Stock, voting separately as a series or separately as a series with one or more such other series to elect directors (such directors, the “Preferred Stock Directors”), the number of directors which shall constitute the Board shall be fixed from time to time exclusively pursuant to a resolution adopted by the Board.

Section 5.2 Classes of Directors. Subject to the rights of the holders of any series of Preferred Stock in respect of Preferred Stock Directors, the Board shall be divided, with respect to the time for which they severally hold office, into three classes, designated Class I, Class II and Class III, as nearly equal in number as reasonably possible. The first term of office for the Class I directors shall expire at the 2027 annual meeting of stockholders. The first term of office for the Class II directors shall expire at the 2028 annual meeting of stockholders. The first term of office for the Class III directors shall expire at the 2029 annual meeting of stockholders. At the 2027 annual meeting of stockholders, the Class I directors shall be elected for a term of office to expire at the 2030 annual meeting of stockholders. At the 2028 annual meeting of stockholders, the Class II directors shall be elected for a term of office to expire at the 2030 annual meeting of stockholders. At the 2029 annual meeting of stockholders, the Class III directors shall be elected for a term of office to expire at the 2030 annual meeting of stockholders. Commencing at the 2030 annual meeting of stockholders and at all subsequent annual meetings of stockholders, the Board will no longer be classified under Section 141(d) of the DGCL, and all directors shall be elected for a term of office to expire at the next succeeding annual meeting of stockholders. Each director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office. Prior to the 2030 annual meeting of stockholders, in case of any increase or decrease, from time to time, in the number of directors (other than the Preferred Stock Directors), the number of directors in each class shall be apportioned by the Board as nearly equal in number as reasonably possible as shall be determined by the Board.

Section 5.3 Ballot. Unless and except to the extent that the Bylaws of the Corporation (as amended, restated or otherwise modified from time to time, the “Bylaws”) shall so require, the election of directors of the Corporation need not be by written ballot.

Section 5.4 Notice. Advance notice of stockholder nominations for the election of directors shall be given in the manner and to the extent provided in the Bylaws.

Section 5.5 Newly Created Directorships and Vacancies. Subject to applicable law and the rights of the holders of any series of Preferred Stock in respect of Preferred Stock Directors, and unless the Board otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board, or by the sole remaining director, and directors so chosen shall hold office until the next election of the class, if any, for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified or until any such director’s earlier death, resignation, retirement, disqualification or removal. Notwithstanding the foregoing, from and after the 2030 annual meeting of stockholders, any director so chosen shall hold office until the next election of directors and until his or her successor shall have been duly elected and qualified or until any such director’s earlier death, resignation, retirement, disqualification or removal. No decrease in the number of authorized directors constituting the total number of directors that the Corporation would have if there were no vacancies (the “Whole Board”) shall shorten the term of any incumbent director.

Section 5.6 Removal of Directors. Subject to the rights of the holders of any series of Preferred Stock in respect of Preferred Directors, any director(s) of the Corporation may be removed from office by the affirmative vote of the holders of at least a majority of the total voting power of all outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class (the “Voting Stock”), at a meeting duly called for that purpose; provided, that (i) until the 2030 annual meeting of stockholders or such other time as the Board is no longer classified under Section 141(d) of the DGCL, such director(s) may only be removed for cause and (ii) from and including the 2030 annual meeting of stockholders or such other time as the Board is no longer classified under Section 141(d) of the DGCL, such director(s) may be removed with or without cause.

Section 5.7 Rights of Holders of Preferred Stock. Notwithstanding the provisions of this Article V, whenever the holders of one or more series of Preferred Stock shall have the right to elect Preferred Stock Directors, the election, term of office, filling of vacancies and other features of such directorship shall be governed by the terms of this Certificate of Incorporation (including any certificate of designations relating to such series). The number of Preferred Stock Directors that may be elected by the holders of one or more series of Preferred Stock shall be in addition to the number fixed pursuant to Section 5.1 hereof, and the total number of directors constituting the Whole Board shall be automatically adjusted accordingly. Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of one or more series of Preferred Stock having the right to elect a Preferred Stock Director are divested of such right, the terms of office of such Preferred Stock Director shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Whole Board shall automatically be reduced accordingly.

Section 5.8 No Cumulative Voting. Except as may otherwise be set forth in the resolution or resolutions of the Board providing for the issuance of one or more series of Preferred Stock, and then only with respect to such series of Preferred Stock, cumulative voting in the election of directors is specifically denied.

ARTICLE VI

Section 6.1 Limitation on Liability of Directors and Officers.

(i) To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation or its stockholders.

(ii) Neither the amendment nor repeal of this Article VI, nor the adoption of any provision of this Certificate of Incorporation, nor, to the fullest extent permitted by the DGCL, any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director or officer of the Corporation existing at the time of such amendment, repeal, adoption or modification.

ARTICLE VII

Section 7.1 No Stockholder Action by Written Consent. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders; provided, however, that any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate of designation relating to such series of Preferred Stock.

Section 7.2 Special Meetings of Stockholders. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock with respect to such series, special meetings of the stockholders of the Corporation may be called at any time only by (i) the Chair of the Board, the Board or the Chief Executive Officer of the Corporation or (ii) the Secretary of the Corporation at the written request of one or more stockholders of record in the manner and to the extent provided in the Bylaws. At any special meeting of stockholders, only such business shall be conducted or considered as shall have been properly brought before the meeting pursuant to the Corporation’s notice of meeting.

ARTICLE VIII

Section 8.1 Amendment of Bylaws. In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized and empowered to adopt, amend, alter, change or repeal the Bylaws. The stockholders of the Corporation shall also have the power to adopt, amend, alter, change or repeal the Bylaws at any special meeting of the stockholders of the Corporation if duly called for that purpose (provided that, in the notice of such special meeting, notice of such purpose shall be given), or at any annual meeting, by the affirmative vote of the holders of a majority of the total voting power of all outstanding shares of Voting Stock.

Section 8.2 Amendment of Certificate of Incorporation. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights herein are granted subject to this reservation.

ARTICLE IX

Section 9.1 Severability. If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby and (ii) to the fullest extent permitted by applicable law, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

Section 9.2 Forum.

(i) Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a duty (including fiduciary duty) by, or other wrongdoing by, any current or former director, officer, employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation or any current or former director, officer, employee, agent or stockholder of the Corporation arising out of or relating to any provision of the DGCL, this Certificate of Incorporation or the Bylaws (as either may be amended and/or restated from time to time), (iv) any action, suit or proceeding to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws, (v) any action, suit or proceeding asserting a claim against the Corporation or any current or former director, officer, employee, agent or stockholder of the Corporation governed by the internal affairs doctrine, (vi) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL or (vii) any action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware.

(ii) Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

(iii) For the avoidance of doubt, this Section 9.2 shall not apply to any action, suit or proceeding brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction.

(iv) To the fullest extent permitted by law, any person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 9.2.

* * * * *

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Incorporation to be signed by Russell Hochman, its Chief Executive Officer, this 29th day of May, 2026.

[Signature page to A&R Certificate of Incorporation (Enviri II)]

Exhibit 3.3

Effective as of May 29, 2026

AMENDED AND RESTATED

BYLAWS

OF

ENVIRI II CORPORATION

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office and registered agent of Enviri II Corporation (the “Corporation”) in the State of Delaware shall be as set forth from time to time in the Corporation’s certificate of incorporation (as the same may be amended, restated or otherwise modified from time to time, the “Certificate of Incorporation”).

Section 2. Other Offices. The Corporation may also have offices at such other places within or without the State of Delaware as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time designate or as the business of the Corporation may require as shall be determined by any officer of the Corporation.

ARTICLE II

STOCKHOLDERS MEETINGS

Section 1. Annual Meetings. The annual meeting of the stockholders of the Corporation shall be held at such place within or without the State of Delaware and on such date and at such time as shall be designated by the Board of Directors and as shall be stated in the notice of said meeting, for purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting in accordance with these amended and restated bylaws of the Corporation (as the same may be amended, restated or otherwise modified from time to time, these “Bylaws”). The Board of Directors may, in its sole discretion, determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication in accordance with Section 211(a) of the General Corporation Law of the State of Delaware (the “DGCL”). The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.

At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.

To be properly brought before an annual meeting, business must be (a) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any duly authorized committee thereof, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder of the Corporation who (i) is a stockholder of record on the date of the giving of the notice provided for in this Section 1 and through the time of the annual meeting and (ii) complies with the notice procedures set forth in this Section 1.

For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation (“Secretary”) and such business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice to the Secretary must be delivered to, or mailed and received at, the principal executive offices of the Corporation, on a date not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the immediately preceding year’s annual meeting (which date, for purposes of determining timely notice to bring a stockholder action at the Corporation’s first annual meeting of stockholders after its shares of Common Stock (as defined in the Certificate of Incorporation) are first publicly traded, shall be deemed to be April 24, 2026); 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 or if no annual meeting was held (or, in accordance with the foregoing, deemed to have been held) in the preceding year, notice by the stockholder in order to be timely must be 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 90th day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is made less than 100 days prior to the date of such annual meeting, the close of business on the 10th day following the day on which public announcement was made or notice of the date of such meeting is mailed, whichever first occurs (such time periods with respect to a notice, “Notice Time Periods”). In no event shall any adjournment, recess, postponement, judicial stay or rescheduling of a meeting of stockholders or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. As used in these Bylaws, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder.

To be in proper written form a stockholder’s notice to the Secretary, with respect to nominations of persons for election or reelection to the Board of Directors, must set forth the information required by Sections 2(a) and 2(b) of Article III.

To be in proper written form a stockholder’s notice to the Secretary, with respect to any business other than with respect to nominations of persons for election or reelection to the Board of Directors, must set forth:

(a) as to each matter of business such stockholder proposes to bring before the annual meeting:

(i) a reasonably brief description of the business desired to be brought before the annual meeting,

(ii) the full text of the proposal or business (including the full text of any resolutions proposed for consideration and in the event such business includes a proposal to amend these Bylaws or the Certificate of Incorporation, the language of the proposed amendment),

(iii) the reasons for conducting such business at the annual meeting, and

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(iv) all other information relating to such business that would be required to be disclosed in a proxy statement or other filing required to be made by such stockholder, the beneficial owner, if any, on whose behalf the business is proposed to be brought and any Associated Person (as defined below in Section 2 of Article III) of such stockholder or beneficial owner in connection with the solicitation of proxies in support of such proposed business by such stockholder, beneficial owner or any Associated Person of such stockholder or beneficial owner pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and

(b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the business is proposed to be brought and any Associated Person of such stockholder or beneficial owner for which information would be required to be provided under clauses (iii), (iv), (vii) or (viii) of this Section 1(b) or under clause (iv) of Section 1(a) of this Article II:

(i) the name and address of such stockholder, as they appear on the Corporation’s books and records, of such beneficial owner, if any, and of each such Associated Person,

(ii) the employer and principal occupation of such stockholder, of such beneficial owner, if any, and of each such Associated Person,

(iii) (A) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially, or of record, by such stockholder, by such beneficial owner, if any, or by any Associated Person of such stockholder or beneficial owner (including any rights to acquire beneficial ownership at any time in the future, whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition) and the date or dates on which such shares were acquired and the investment intent of such acquisition, (B) any 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 capital stock of the Corporation or with a value derived in whole or in part from the value of any shares of capital stock 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, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock the Corporation (each of the foregoing, for the purpose of this clause, a “Derivative Instrument”), in each case that is, directly or indirectly, owned beneficially by such stockholder, by such beneficial owner, if any, or by any Associated Person of such stockholder or beneficial owner, (C) any short interest in any shares of capital stock of the Corporation held by such stockholder, by such beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner (for purposes of this bylaw a person shall be deemed to have a short interest in a security if such 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), (D) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such stockholder, by such beneficial owner, if any, or by any Associated Person of such stockholder or beneficial owner, in each case that are separated or separable from the underlying shares of capital stock of the Corporation, (E) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company in which such stockholder, such beneficial owner if any, or any Associated Person of such stockholder or beneficial owner is a general partner or manager

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or, directly or indirectly, beneficially owns an interest, and (F) any performance related fees (other than an asset-based fee) that such stockholder, such beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner is entitled to based on any increase or decrease in the value of shares of capital stock of the Corporation or Derivative Instruments (the disclosures to be made pursuant to the foregoing sub-clauses (iii)(A) through (F) are referred to as “Disclosable Interests”); provided, however, that this clause (b)(iii) shall not require that disclosure be made with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is an Associated Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner,

(iv) a description of all arrangements or understandings between such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner, on the one hand, and any person or persons (including their names), on the other hand, relating to the Corporation or any of the shares of its capital stock, including any arrangements or understandings in connection with the proposal of such business by such stockholder, and any material interest of such stockholder, beneficial owner or any Associated Person of such stockholder or beneficial owner in such business,

(v) a representation that such stockholder is a stockholder of record and intends to appear in person or by proxy at the meeting to bring such business before the meeting and an acknowledgement that, if such stockholder (or Qualified Representative) does not appear to present such proposed business at such meeting, the Corporation need not present such proposed business for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation,

(vi) a statement whether such stockholder or any other person known to the stockholder will 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 carry the proposal,

(vii) any other information relating to such stockholder and beneficial owner, if any, or any Associated Person of 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 such business in a contested solicitation pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder,

(viii) any other information as to the stockholder giving the notice, the beneficial owner, if any, on whose behalf the business is proposed to be brought and any Associated Person of such stockholder or beneficial owner required to be included in a stockholder’s notice to the Secretary under Section 2(b) of Article III that is not otherwise required under this Section 1(b),

(ix) in addition to the information required pursuant to the foregoing provisions of this Section 1(b), the Corporation may require any stockholder to furnish such other information as the Corporation may reasonably require to determine the eligibility or suitability of a business proposal to be brought before of a meeting of stockholders or that could be material to a reasonable stockholder’s understanding of the business proposal. If requested by the Corporation, any supplemental information required under this paragraph shall be provided by such stockholder within 10 days after it has been requested by the Corporation, and

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(x) the requirements under Sections 2(c)(v), 2(c)(vi), 2(c)(viii), and 2(c)(ix) of Article III shall apply to a notice of a business proposal, the stockholder giving the notice of such proposal, the beneficial owner, if any, on whose behalf the business is proposed to be brought and an Associated Person of such stockholder or beneficial owner, mutatis mutandis.

Any such notice shall be updated and supplemented not later than the five business days after the record date for the applicable meting to disclose the information referred to in clause (b) as of the record date.

The foregoing notice requirements shall be deemed satisfied by a stockholder or a beneficial owner with respect to a proposal of business if the stockholder or beneficial owner has notified the Corporation of such stockholder’s or beneficial owner’s intention to present such proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder’s or beneficial owner’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 1.

The chair of the annual meeting shall, if the facts warrant, determine that business was not properly brought before the meeting and in accordance with the provisions of this Section 1, 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. If a stockholder (or a Qualified Representative) does not appear at the meeting to present its proposed business, such proposed business shall not be transacted, notwithstanding that proxies with respect to such vote may have been received by the Corporation.

Section 2. Special Meetings. Subject to the rights of the holders of any series of preferred stock of the Corporation (“Preferred Stock”) with respect to such series, special meetings of stockholders may be called at any time only by (a) the Chair of the Board of Directors, the Board of Directors or the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or (b) the Secretary at the written request of the stockholders of record as of the Demand Record Date (as defined below) of not less than 25% (the “Requisite Percentage”) of the outstanding shares of common stock of the Corporation entitled to vote at the meeting (the “Requesting Group”) pursuant to the procedures set forth below, and may be held at such place within or without the State of Delaware and on such date and at such time as shall be designated by the Board of Directors and stated in the notice of said meeting. The Board of Directors may, in its sole discretion, determine that a special meeting shall not be held at any place, but shall instead be held solely by means of remote communication in accordance with Section 211(a) of the DGCL. The Board of Directors may submit its own proposal or proposals for consideration at a special meeting called at the request of one or more stockholders.

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Only such business shall be conducted at a special meeting of stockholders as shall have been specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Chair of the Board of Directors, the Chief Executive Officer, the Secretary or the Board of Directors or shall have otherwise been brought before the meeting by or at the direction of the Board of Directors, the Chief Executive Officer, the Secretary or the Board of Directors. The Chair of the Board of Directors, the Chief Executive Officer or the Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously called by any of them.

No stockholder may demand that the Secretary call a special meeting of stockholders pursuant hereto unless a stockholder of record shall have first submitted a request in writing that the Board of Directors fix a record date (a “Demand Record Date”) for the purpose of determining the stockholders entitled to demand that the Secretary call such special meeting, which request shall be in proper form and delivered to the Secretary at the principal executive offices of the Corporation. To be in proper form, a request by a stockholder for the Board of Directors to fix a Demand Record Date shall set forth: (a) as to each proposal to be considered at the special meeting, the information required in connection with such proposals pursuant to Section 1 of this Article II, or as to each director nominee, the information required of a director nominee pursuant to Section 2 of Article III, as the case may be; and (b) as to each Requesting Person (as defined below), the information required of a proposing stockholder pursuant to Section 1 of this Article II or Section 2 of Article III, as the case may be.

Within 10 business days after receipt of a request to fix a Demand Record Date in proper form and in compliance with this Section 2 from any stockholder of record, the Board of Directors may adopt a resolution fixing a Demand Record Date for the purpose of determining the stockholders of record entitled to demand that the Secretary call a special meeting, which date shall not precede the date upon which the resolution fixing the Demand Record Date is adopted by the Board of Directors. If no resolution fixing a Demand Record Date has been adopted by the Board of Directors within such 10 business day-period, the Demand Record Date in respect thereof shall be deemed to be the close of business on the 20th business day after the date on which such a request is received.

Without qualification, a special meeting of the stockholders shall not be called by the Secretary pursuant to this Section 2 unless stockholders of record who hold the Requisite Percentage as of the Demand Record Date timely provide one or more demands to call such special meeting in writing and in proper form to the Secretary at the principal executive offices of the Corporation. To be timely, a stockholder’s demand to call a special meeting must be delivered to, or mailed and received at, the Corporation’s principal executive offices not later than the 60th day following the Demand Record Date. To be in proper form a demand to call a special meeting shall set forth: (a) as to each proposal to be considered at the special meeting, the information required in connection with such proposals pursuant to Section 2 of this Article II, or as to each director nominee, the information required of a director nominee pursuant to Section 2 of Article III, as the case may be; (b) with respect to any stockholder or stockholders and each beneficial owner submitting a demand to call a special meeting, any other information required to be provided pursuant to this Section 2 of a Requesting Person; and (c) a representation by each Requesting Person that such Requesting Person intends to hold his, her or its shares of the Corporation that constitute part of the Requisite Percentage as of the Demand Record Date through the date of the special meeting. A stockholder may revoke a demand to call a special meeting by written revocation delivered to the Secretary at any time prior to the special meeting.

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If any such revocation(s) are received by the Secretary after the Secretary’s receipt of written demands from the holders of the Requisite Percentage of stockholders, and as a result of such revocation(s), at any time there no longer are unrevoked demands from the Requisite Percentage of stockholders to call a special meeting, the Board of Directors shall not be required to call and/or hold the special meeting.

The Secretary shall not accept, and shall consider ineffective, a written demand from a stockholder to call a special meeting (a) that does not comply with this Section 2, (b) that relates to an item of business to be transacted at such meeting that is not a proper matter for stockholder action, (c) that is received by the Secretary during the Notice Time Periods as defined in Section 1 of this Article II, (d) that includes an item of business to be transacted at such meeting or nomination to be considered at such meeting that did not appear on the written request that resulted in the determination of the Demand Record Date, (e) that relates to an item of business that is identical or substantially similar to an item of business (a “Similar Item”) that was included in the Corporation’s notice (or any supplement thereto) as an item of business presented at any meeting of stockholders held within 120 days prior to receipt by the Secretary of the written demand, (f) if the Board of Directors calls an annual or special meeting of stockholders (in lieu of calling the special meeting to which the written demand relates), (g) if a Similar Item has been presented at the most recent annual meeting or at any special meeting held within one year prior to receipt by the Secretary of such demand to call a special meeting, or (h) such written demand was made in a manner that involves a violation of Regulation 14A under the Exchange Act or other applicable law. However, it being understood that with respect to subsections (e) and (g) of this paragraph, the election of directors shall be deemed a “Similar Item” with respect to all items of business involving a proposal for the election of any director, but any proposal to remove any director or directors that is not accompanied with a proposal to elect one or more directors to fill any vacancy or vacancies resulting from such removal shall not be deemed a “Similar Item” with respect to the election of directors.

After receipt of demands in proper form and in accordance with this Section 2 from a stockholder or stockholders holding the Requisite Percentage, the Secretary shall duly call, and determine the place, if any, date and time of, a special meeting of stockholders for the purpose or purposes and to conduct the business specified in the demands received by the Corporation. The record date for notice and voting for such a special meeting shall be fixed in accordance with Section 11 of this Article I, and the inspectors of the election shall be appointed pursuant to Section 9 of this Article I. The Board of Directors shall provide written notice of such special meeting to the stockholders in accordance with Section 4 of this Article I. Notwithstanding anything in these Bylaws to the contrary, the Board of Directors may (a) submit its own proposal or proposals for consideration at such a special meeting or (b) in lieu of calling the special meeting demanded by a stockholder or stockholders holding the Requisite Percentage, present a Similar Item for stockholder approval at any other meeting of stockholders that is held within 90 days after the date on which the Secretary receives a written demand for a special meeting in proper form from a stockholder or stockholders holding the Requisite Percentage.

The requirements under Sections 2(c)(v), 2(c)(vi), 2(c)(vii), 2(c)(viii) and 2(c)(ix) of Article III shall apply to a request to fix a Demand Record Date, a demand to call a special meeting and each Requesting Person, mutatis mutandis. In addition, each time a Requesting Person’s ownership position decreases following the delivery of information to the Secretary, such Requesting Person shall notify the Corporation of the decreased ownership position, together with any information reasonably requested by the Board of Directors to verify such ownership position, within 10 days of such decrease or as of the 5th day before the special meeting, whichever is earlier.

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Notwithstanding anything in these Bylaws to the contrary, if the Board of Directors shall determine that any request to fix a Demand Record Date for a special meeting or any demand to call and hold a special meeting in respect of the request resulting in such Demand Record Date, was not properly made in accordance with this Section 2, or shall determine that the stockholder or stockholders requesting that the Board of Directors fix such Demand Record Date or submitting such a demand have not otherwise complied with this Section 2, then the Board of Directors shall not be required to fix such record date or to call and hold the special meeting.

For purposes of this Section 2, “Requesting Person” shall mean (i) the stockholder of record making the request to fix a Demand Record Date for the purpose of determining the stockholders entitled to demand that the Secretary call a special meeting, (ii) each member of the Requesting Group, (iii) the beneficial owner or beneficial owners, if different, on whose behalf such request is made, and (iv) any Associated Person of such stockholder or beneficial owner, but shall exclude any stockholder or beneficial owner that has provided such demand solely in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A.

Section 3. Stockholder Action. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders.

Section 4. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a timely notice of the meeting, which shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purposes for which the meeting is called, shall be mailed to or transmitted electronically by the Secretary to each stockholder of record entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting.

Section 5. Quorum and Adjournment. A quorum at any meeting of stockholders shall consist of the holders of a majority of the total voting power of the shares of capital stock of the Corporation present in person or by proxy and entitled to vote at the meeting, except as otherwise provided by law or the Certificate of Incorporation. Where a separate vote by a class or classes or series of stock is required by law or the Certificate of Incorporation, the holders of a majority of the total voting power of the shares of such class or classes or series of stock present in person or by proxy and entitled to vote on such matter, shall constitute a quorum entitled to take action with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

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Regardless of whether there is an absence of a quorum at any meeting or any adjournment thereof, the chair of the meeting may adjourn or recess such meeting from time to time. At any such adjourned or recessed meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called. If any meeting of stockholders is adjourned or recessed to reconvene at a later time or date or different place, no notice need be given of any such adjourned or recessed meeting (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication) if the time and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present and vote at such adjourned or recessed meeting, are (a) announced at the meeting at which the adjournment or recess is taken, (b) displayed during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (c) set forth in the notice of meeting given in accordance with these Bylaws, provided that if any adjournment, whether a quorum is present or not, is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 6. Organization. The Chair of the Board of Directors, any Vice Chair of the Board of Directors, the Chief Executive Officer, the President or a Vice President, or if none of the foregoing is present, such person as may be chosen by the Board of Directors, or if there are not remaining directors serving, such person as may be chosen by the holders of a majority of the total voting power of the shares of capital stock of the Corporation present in person or by proxy and entitled to vote at such meeting, shall call to order any meeting of the stockholders and act as chair of the meeting. The Secretary, or in his or her absence, an Assistant Secretary, shall act as Secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the chair of the meeting shall choose any person present to act as secretary of the meeting. The chair of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the matters to be voted upon by the stockholders, the manner of voting and the conduct of discussion as seem to him or her in order. The Board of Directors may adopt such rules, regulations and procedures for the conduct of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with these Bylaws or such rules, regulations and procedures as adopted by the Board of Directors, the chair of the meeting shall have the power to convene and (for any and no reason) to recess or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair are necessary, appropriate or convenient for the proper conduct of such meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chair of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules, regulations and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; (f) limitations on the time allotted to questions or comments by participants; (g) removal of any stockholder or any other individual who refuses to comply with meeting rules, regulations or procedures; (h) the conclusion, recess or adjournment of the meeting, regardless of whether a quorum is present; (i) restrictions on the use of audio and video

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recording devices, cell phones and other electronic devices; (j) rules, regulations or procedures for compliance with any state or local laws or regulations including those concerning safety, health and security; and (k) any rules, regulations or procedures as the chair may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting, whether such meeting is to be held at a designated place or solely by means of remote communication. The chair of a meeting of stockholders, in addition to making any other determinations that may be appropriate regarding the conduct of the meeting, shall determine whether a matter of business was not properly brought before the meeting, and, if the chair should so determine, the chair shall so declare to the meeting and any such matter of business not properly brought before the meeting shall not be transacted or considered.

The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors or the chair of the meeting after the closing of the polls unless the Delaware Court of Chancery upon application by a stockholder shall determine otherwise.

Section 7. Voting. Except as otherwise provided by law or the Certificate of Incorporation, at every meeting of stockholders, each stockholder of the Corporation entitled to vote at such meeting shall be entitled to one vote for each share of stock held by such stockholder having voting power upon the matters in question.

Any vote with respect to the capital stock of the Corporation may be cast by the stockholder entitled to vote in person or by his or her proxy. A proxy may be authorized by an instrument in writing or by a transmission permitted by law and shall be filed in accordance with the procedure established for the meeting. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Secretary of the Corporation. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person (including by means of remote communication, if applicable) or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date.

A proxy shall not be revoked by the death or incapacity of the maker unless, before the authority is exercised, written notice of such death or incapacity is given to the Secretary. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether or not the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

When a quorum is present or represented at any meeting, in all matters other than the election of directors, the vote of the holders of a majority of the total voting power of the shares of capital stock of the Corporation present in person or by proxy and entitled to vote on the subject matter shall decide any question brought before such meeting, unless the matter is one upon which, by applicable law, the Certificate of Incorporation, these Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control the decision of such matter.

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Subject to the rights of the holders of one or more series of Preferred Stock, at each meeting of the stockholders for the election of directors, each nominee’s election as a director shall be decided by a majority of the votes cast with respect to such nominee by the holders of shares of capital stock of the Corporation present in person or by proxy and entitled to vote on such nominee; provided, however, that, if the number of nominees for election as director at such meeting exceeds the number of directors to be elected at such meeting (a “contested election”), directors shall be elected at such meeting by a plurality of the votes of the shares represented in person or by proxy at such meeting. For purposes of the foregoing, a majority of the votes cast with respect to a nominee means that the number of votes cast “for” such nominee’s election exceeds the number of votes cast “against” such nominee’s election. If a nominee for election as a director who is not an incumbent director does not receive a majority of the votes cast in an election that is not a contested election, such nominee shall not be elected. If an incumbent director who is a nominee for election as a director does not receive a majority of the votes cast in an election that is not a contested election, the incumbent director shall tender his or her resignation in writing to the Chair of the Board of Directors promptly following certification of the election results which resignation will be conditioned upon acceptance by the Board of Directors. The Governance Committee of the Board of Directors shall evaluate each such resignation tendered and shall recommend to the Board of Directors whether to accept or reject each such resignation. The Board of Directors shall act on each such resignation, taking into account the recommendation of the Governance Committee, within 90 days following the certification of the election results. Upon making its determination, the Board of Directors shall promptly disclose (i) its decision whether to accept or reject the incumbent director’s tendered resignation and (ii) if rejected, the reasons for rejecting the tendered resignation. The Governance Committee, in making its recommendation, and the Board of Directors, in making its decision, may consider any factors or other information that it considers appropriate and relevant. If a director’s resignation is not accepted by the Board of Directors, then such director shall continue to serve as a director, except as required by law.

Section 8. List of Stockholders. At least 10 days before every meeting of stockholders of the Corporation, the Secretary shall prepare and make a complete list of stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of the stockholder. Nothing contained in this Section 8 of Article II shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days ending on the day before the meeting date: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.

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Section 9. Inspectors of Election. Unless otherwise required by the Certificate of Incorporation or applicable law, or determined by the chair of the meeting to be advisable, the vote upon any matter need not be by ballot. In advance of any meeting of stockholders, the Board of Directors shall appoint one or more inspectors of election, who need not be stockholders and who may be employees of the Corporation or one or more of its subsidiaries, to act at such meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chair of any such meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

If inspectors of election are appointed as aforesaid, they shall ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share; determine the shares of capital stock of the Corporation represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares of capital stock of the Corporation represented at the meeting, and their count of all votes and ballots. Such certification shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. If there be three inspectors of election, the decision, act or certification of a majority shall be effective in all respects as the decision, act or certification of all.

Section 10. Record Holder of Shares. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

Section 11. Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of capital stock of the Corporation or for the purpose of any other lawful action, the Board of Directors may, except as otherwise required by law, fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than 60 nor less than 10 days before the date of any meeting of stockholders, nor more than 60 days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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ARTICLE III

DIRECTORS

Section 1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by the stockholders.

Section 2. Number, Qualification, Election and Terms. Subject to any rights of the holders of one or more series of Preferred Stock, the number of directors which shall constitute the Board of Directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the Board of Directors.

No person who shall have attained the age of seventy two prior to the next annual meeting of stockholders at which such person would otherwise stand for reelection at such annual meeting of stockholders shall be eligible to stand for election to the Board of Directors unless his or her nomination is approved by a vote of at least three-fourths of the members of the Board of Directors present at the meeting at which such approval is given. The directors shall be elected by the stockholders of the Corporation at their annual meeting, except as provided in Section 2 of Article II and Section 3 of this Article III, and each director shall hold office as set forth in the Certificate of Incorporation.

A director who tenders a resignation pursuant to Section 7 of Article II shall not vote with respect to the recommendation of the Governance Committee or the decision of the Board of Directors as to whether to accept his or her resignation. If, however, each member of the Governance Committee did not receive the required majority pursuant to Section 7 of Article II in the same uncontested election, then the Board of Directors will appoint a committee comprised solely of independent directors who either did not stand for reelection or did receive the required majority in that election to consider each tendered resignation and make a recommendation to the Board of Directors with respect thereto.

Nominations of persons for election to the Board of Directors at any annual meeting of stockholders or at any special meeting of stockholders called for the purpose of electing directors may be made at such meeting (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder who (i) is a stockholder of record on the date of the giving of the notice provided for in this Section 2 and through the time of such meeting and (ii) complies with the notice procedures set forth in this Section 2. In addition to any other applicable requirements, for a nomination to be made by a stockholder such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to, or mailed and received at, the principal executive offices of the Corporation, (a) in the case of an annual meeting, within the Notice Time Periods as defined in Section 1 of Article II and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting was made, whichever first occurs. In no event shall any adjournment, recess, postponement, judicial stay or rescheduling of a meeting of stockholders or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

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To be in proper written form, a stockholder’s notice to the Secretary must set forth:

(a) as to each person whom the stockholder proposes to nominate for election or reelection as a director:

(i) the name, age, business address and residence address of the proposed nominee,

(ii) the employer and principal occupation of the proposed nominee,

(iii) a biographical profile and written questionnaire with respect to the background and qualifications of the proposed nominee, including educational background and business and professional experience, completed by the proposed nominee in the form required by the Corporation (which form such stockholder shall request in writing from the Secretary prior to submitting notice and which the Secretary shall provide to such stockholder within 10 days after receiving such request),

(iv) a written representation and agreement completed by the proposed nominee in the form required by the Corporation (which form such stockholder shall request in writing from the Secretary prior to submitting notice and which the Secretary shall provide to such stockholder within 10 days after receiving such request) providing that such proposed nominee: (A) 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 or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law; (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director or nominee that has not been disclosed to the Corporation; (C) will, if elected as a director of the Corporation, comply with all applicable rules of any securities exchanges upon which the Corporation’s securities are listed, the Certificate of Incorporation, these Bylaws, all applicable publicly disclosed corporate governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies and all other guidelines and policies of the Corporation generally applicable to directors (which other guidelines and policies will be provided to such proposed nominee within 5 business days after the Secretary receives any written request therefor from such proposed nominee), and all applicable fiduciary duties under state law; (D) consents to being named as a nominee in the Corporation’s proxy statement and form of proxy for the meeting; (E) intends to serve a full term as a director of the Corporation, if elected; (F) will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct and that do not and will not omit to state any fact necessary in order to make the statements made, in light of the circumstances under

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which they are made, not misleading; and (G) will tender his or her resignation as a director of the Corporation if the Board of Directors determines that such proposed nominee failed to comply with the provisions of this Section 2 in any material respect, provides such proposed nominee notice of any such determination and, if such non-compliance may be cured, such proposed nominee fails to cure such non-compliance within 10 business days after delivery of such notice to such proposed nominee,

(v) a description of all direct and indirect compensation and other material monetary agreements, arrangements or understandings, written or oral, during the past 3 years, and any other material relationships, between or among such proposed nominee or any of such proposed nominee’s affiliates or associates (each as defined below), on the one hand, and such stockholder, the beneficial owner, if any, on whose behalf the nomination is proposed to be made or any Associated Person of such stockholder or beneficial owner, on the other hand, including all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K of the Exchange Act as if such stockholder, beneficial owner, if any, and any Associated Person of such stockholder or beneficial owner were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant,

(vi) a description of any business or personal interests that could reasonably be expected to place such proposed nominee in a potential conflict of interest with the Corporation or any of its subsidiaries,

(vii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person, and

(viii) any other information relating to the proposed nominee or such proposed nominee’s associates that would be required to be disclosed in a proxy statement or other filings required to be made by such stockholder, the beneficial owner, if any, on whose behalf the nomination is proposed to be made or any Associated Person of such stockholder or beneficial owner 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; and

(b) as to the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination is proposed to be made and any Associated Person of such stockholder or beneficial owner for which information would be required to be provided under clauses (iii) through (xiv), clauses (xvi), (xvii(II)), (xviii), (xix), (xx) or (xxiiii) of this Section 2(b) or under clauses (v) or (viii) of Section 2(a) of this Article III:

(i) the name and address of such stockholder as they appear on the Corporation’s books and records, such beneficial owner and each such Associated Person,

(ii) the employer and principal occupation of such stockholder, of such beneficial owner, if any, and of each such Associated Person,

(iii) the class, series and number of shares of each class or series of capital stock (if any) of the Corporation that are, directly or indirectly, owned beneficially or of record (specifying the type of ownership) by such stockholder, by such beneficial owner, if any, and each Associated Person (including any rights to acquire beneficial ownership at any time in the future, whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition); the date or dates on which such shares were acquired; and the investment intent of such acquisition,

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(iv) the name of each nominee holder for, and number of, any securities of the Corporation owned beneficially but not of record by such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner and any pledge by such stockholder, beneficial owner or any Associated Person of such stockholder or beneficial owner with respect to any of such securities,

(v) a complete and accurate description of all agreements, arrangements or understandings, written or oral, (including any derivative or short positions, profit interests, hedging transactions, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, repurchase agreements or arrangements, borrowed or loaned shares and so-called “stock borrowing” agreements or arrangements) that have been entered into by, or on behalf of, such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the price of any securities of the Corporation, or maintain, increase or decrease the voting power of such stockholder, beneficial owner or any Associated Person of such stockholder or beneficial owner with respect to securities of the Corporation, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Corporation and without regard to whether such agreement, arrangement or understanding is required to be reported on a Schedule 13D, 13F or 13G in accordance with the Exchange Act,

(vi) any substantial interest, direct or indirect (including any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Corporation securities where such stockholder, beneficial owner or Associated Person of such stockholder or beneficial owner receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series,

(vii) all Disclosable Interests (as defined in Section 1 of Article II) of such stockholder, beneficial owner, if any, and each Associated Person of such stockholder or beneficial owner,

(viii) a complete and accurate description of all arrangements or understandings, written or oral, (I) between or among such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner or (II) between or among such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner and any other person or entity (naming each such person or entity), including (x) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner, directly or indirectly, has a right to vote any security of the Corporation (other than any revocable proxy given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A) and (y) any understanding, written or oral, that such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner may have reached with any

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stockholder or beneficial owner of shares of capital stock of the Corporation (including the name of such stockholder or beneficial owner) with respect to how such stockholder or beneficial owner will vote such stockholder’s or beneficial owner’s shares in the Corporation at any meeting of the Corporation’s stockholders or take other action in support of any proposed nominee or other business, as applicable, or other action to be taken, by such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner,

(ix) a complete and accurate description of all arrangements or understandings, written or oral, between such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner, on the one hand, and each proposed nominee and any other person or persons (including their names), on the other hand, relating to the Corporation or any of the shares of its capital stock, including any arrangements or understandings pursuant to which the nomination(s) are to be made by such stockholder or beneficial owner,

(x) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner that are separated or separable from the underlying shares of the Corporation,

(xi) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership, limited liability company or similar entity in which such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner (I) is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership or (II) is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or similar entity,

(xii) any significant equity interests or any Derivative Instruments in any principal competitor of the Corporation held by such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner,

(xiii) any direct or indirect interest of such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner in any contract or arrangement with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including any employment agreement, collective bargaining agreement or consulting agreement),

(xiv) a description of any material interest of such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner in any business proposed by such stockholder, if any, or the election of any proposed nominee,

(xv) a representation that (I) neither such stockholder, beneficial owner, if any, nor such Associated Person of such stockholder or beneficial owner has breached any contract or other agreement, arrangement or understanding with the Corporation, except as disclosed to the Corporation pursuant hereto and (II) such stockholder, beneficial owner, if any, and such Associated Person of such stockholder or beneficial owner has complied, and will comply, with all applicable requirements of state law and the Exchange Act with respect to the matters set forth in this Section 2,

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(xvi) a complete and accurate description of any performance-related fees (other than asset-based fees) to which such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner may be entitled as a result of any increase or decrease in the value of the Corporation’s securities or any Derivative Instruments, including any such fees to which members of any Associated Person’s immediate family sharing the same household may be entitled,

(xvii) (I) a description of the investment strategy or objective, if any, of such stockholder, beneficial owner, if any, or such Associated Person of such stockholder or beneficial owner who is not an individual and (II) a copy of the prospectus, offering memorandum or similar document and any presentation, document or marketing material provided to third parties (including investors and potential investors) to solicit an investment in the stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner that contains or describes such stockholder’s, beneficial owner’s or Associated Person’s performance, personnel or investment thesis or plans or proposals with respect to the Corporation,

(xviii) all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) under the Exchange Act or an amendment pursuant to Rule 13d-2(a) under the Exchange Act if such a statement were required to be filed under the Exchange Act by such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner, or such stockholder’s, beneficial owner’s or any Associated Person’s associates (regardless of whether such person or entity is actually required to file a Schedule 13D), including a description of any agreement that would be required to be disclosed by such stockholder, beneficial owner any Associated Person of such stockholder or beneficial owner or any of their respective associates pursuant to Item 5 or Item 6 of Schedule 13D,

(xix) a certification that such stockholder, beneficial owner, if any, and each Associated Person of such stockholder or beneficial owner has complied with all applicable federal, state and other legal requirements in connection with such stockholder’s, such beneficial owner’s or such Associated Person’s acquisition of shares of capital stock or other securities of the Corporation and such stockholder’s or such Associated Person’s acts or omissions as a stockholder of the Corporation, if such stockholder, beneficial owner or Associated Person is or has been a stockholder of the Corporation,

(xx) any other information relating to such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner, or such stockholder’s, beneficial owner’s or Associated Person’s associates, 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 in support of the election of any proposed nominee in a contested election (or, as applicable, the business proposed by a stockholder pursuant to Section 1 of Article II in these Bylaws) or otherwise pursuant to the Section 14 of the Exchange Act and the rules and regulations promulgated thereunder,

(xxi) a representation that such stockholder is a stockholder of record and intends to appear in person or by proxy at the meeting to nominate the person or persons named as nominees in the notice, and an acknowledgement that, if such stockholder (or a Qualified Representative) does not appear to present such proposed nominee at such meeting, the Corporation need not present such proposed nominee for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation,

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(xxii) a statement whether such stockholder or any other person known to the stockholder will 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 carry the proposal,

(xxiii) a complete and accurate description of any pending or, to such stockholder’s or beneficial owner’s, if any, knowledge, threatened legal proceeding in which such stockholder, beneficial owner or any Associated Person of such stockholder or beneficial owner is a party or participant involving the Corporation or, to such stockholder’s or beneficial owner’s knowledge, any current or former officer, director, affiliate or associate of the Corporation,

(xxiv) identification of the names and addresses of other stockholders (including beneficial owners) known by such stockholder to support the nomination(s) or other business proposal(s) submitted by such stockholder and, to the extent known, the class and number of all shares of the Corporation’s capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s), and

(xxv) a representation from such stockholder as to whether such stockholder, beneficial owner, if any, or any Associated Person of such stockholder or beneficial owner intends or is part of a group that intends to (A) solicit proxies in support of the election of any proposed nominee in accordance with Rule 14a-19 under the Exchange Act or (B) engage in a solicitation (within the meaning of Exchange Act Rule 14a-1(l)) with respect to the nomination or other business, as applicable, and if so, the name of each participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in such solicitation,

provided, however, that the disclosures in the foregoing subclauses (i) through (xxv) shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a stockholder giving the notice solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.

(c) Additional Information:

(i) In addition to the information required pursuant to the foregoing provisions of this Section 2 of Article III, the Corporation may require any stockholder to furnish such other information as the Corporation may reasonably require to determine the eligibility or suitability of a proposed nominee to serve as a 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, under the listing standards of each securities exchange upon which the Corporation’s securities are listed, any applicable rules of the Securities and Exchange Commission, any publicly disclosed standards used by the Board of Directors in selecting nominees for election as a director and for determining and disclosing the independence of the Corporation’s directors, including those applicable to a director’s service on any of the committees of the Board of Directors, or the requirements of any other laws or regulations applicable to the Corporation. If requested by the Corporation, any supplemental information required under this paragraph shall be provided by a stockholder within 10 days after it has been requested by the Corporation.

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(ii) The Board of Directors may require any proposed nominee to submit to interviews with the Board of Directors or any committee thereof, and such proposed nominee shall make himself or herself available for any such interviews within 10 days following any reasonable request therefor from the Board of Directors or any committee thereof.

(iii) A stockholder’s notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected. Any such notice shall be updated and supplemented not later than five business days after the record date for the applicable meeting to disclose the information referred to in clause (b) as of the record date.

(iv) No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2 of Article III, or the person is nominated by the Board of Directors. The chair of the meeting shall, if the facts warrant, determine that a nomination was not made in accordance with the provisions of this Section 2, and if he or she should so determine, he or she shall so declare to the meeting and any such defective nomination shall be disregarded. If the nominating stockholder (or a Qualified Representative) does not appear at the meeting to present its proposed nominee(s), such nominee(s) shall be disregarded, notwithstanding that proxies with respect to such vote may have been received by the Corporation. The number of nominees a stockholder may nominate for election at a meeting may not exceed the number of directors to be elected at such meeting, and for the avoidance of doubt, no stockholder shall be entitled to make additional or substitute nominations following the expiration of the time periods set forth in this Section 2.

(v) A stockholder shall update such stockholder’s notice provided under the foregoing provisions of this Section 2, if necessary, such that the information provided or required to be provided in such notice shall be true and correct as of (a) the record date for determining the stockholders entitled to receive notice of the meeting and (b) the date that is 10 business days prior to the meeting (or any postponement, rescheduling or adjournment thereof), and such update shall (i) be received by the Secretary at the principal executive offices of the Corporation (A) not later than the close of business 5 business days after the record date for determining the stockholders entitled to receive notice of such meeting (in the case of an update required to be made under clause (a)) and (B) not later than the close of business 7 business days prior to the date for the meeting or, if practicable, any postponement, rescheduling or adjournment thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been postponed, rescheduled or adjourned) (in the case of an update required to be made pursuant to clause (b)), (ii) be made only to the extent that information has changed since such stockholder’s prior submission and (iii) clearly identify the information that has changed since such stockholder’s prior submission. For the avoidance of doubt, any information provided pursuant to this Section 2 shall not be deemed to cure any deficiencies or inaccuracies in a notice previously delivered pursuant to this Section 2 and shall not extend the time period for the delivery of notice pursuant to this Section 2. If a stockholder fails to provide such written update within such period, the information as to which such written update relates may be deemed not to have been provided in accordance with this Section 2.

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(vi) If any information submitted pursuant to this Section 2 shall be inaccurate in any material respect (as determined by the Board of Directors or a committee thereof), such information shall be deemed not to have been provided in accordance with this Section 2. Any such stockholder shall notify the Secretary in writing at the principal executive offices of the Corporation of any inaccuracy or change in any information submitted pursuant to this Section 2 (including if any stockholder or any Associated Person of such stockholder no longer intends to solicit proxies in accordance with the representation made pursuant to clause (b)(xxv) of this Section 2) within 2 business days after becoming aware of such inaccuracy or change, and any such notification shall clearly identify the inaccuracy or change, it being understood that no such notification may cure any deficiencies or inaccuracies with respect to any prior submission by such stockholder. Upon written request of the Secretary on behalf of the Board of Directors (or a duly authorized committee thereof), any such stockholder shall provide, within 7 business days after delivery of such request (or such other period as may be specified in such request), (a) written verification, reasonably satisfactory to the Board of Directors, any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by such stockholder pursuant to this Section 2 of Article III and (b) a written affirmation of any information submitted by such stockholder pursuant to this Section 2 as of an earlier date. If a stockholder fails to provide such written verification or affirmation within such period, the information as to which written verification or affirmation was requested may be deemed not to have been provided in accordance with this Section 2 of Article III.

(vii) If (A) any stockholder or any Associated Person of such stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act with respect to any proposed nominee and (B) such stockholder or Associated Person subsequently (x) notifies the Corporation that such stockholder or Associated Person of such stockholder no longer intends to solicit proxies in support of the election or reelection of such proposed nominee in accordance with Rule 14a-19(b) under the Exchange Act or (y) fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) under the Exchange Act, then the Corporation shall disregard any proxies solicited for such proposed nominee. Upon request by the Corporation, if any stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such stockholder shall deliver to the Secretary, no later than 5 business days prior to the applicable meeting date, reasonable evidence that the requirements of Rule 14a-19(a)(3) under the Exchange Act have been satisfied.

(viii) In addition to complying with the foregoing provisions of this Section 2, a stockholder shall also comply with all applicable requirements of state law and the Exchange Act with respect to the matters set forth in this Section 2. Nothing in this Section 2 shall be deemed to affect any rights of (A) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (B) the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

(ix) Any written notice, supplement, update or other information required to be delivered by a stockholder to the Corporation pursuant to this Section 2 must be given by personal delivery, by overnight courier or by registered or certified mail, postage prepaid, to the Secretary at the Corporation’s principal executive offices.

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(x) For purposes of these Bylaws, (a) “affiliate” and “associate” each shall have the respective meanings set forth in Rule 12b-2 under the Exchange Act; (b) “beneficial owner” or “beneficially owned” shall have the meaning set forth for such terms in Section 13(d) of the Exchange Act; (c) “close of business” shall mean 5:00 p.m. Eastern Time on any calendar day, whether or not the day is a business day; (d) a “Qualified Representative” of a stockholder giving the notice means (I) a duly authorized officer, manager or partner of such stockholder or (II) a person authorized by a writing executed by such stockholder (or a reliable reproduction or electronic transmission of the writing) delivered by such stockholder to the Corporation prior to the making of any nomination or proposal at a meeting of stockholder stating that such person is authorized to act for such stockholder as proxy at the meeting of stockholders, which writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, must be produced at the meeting of stockholders; and (e) “Associated Person” shall mean, with respect to a stockholder giving the notice and if different from such stockholder, any beneficial owner of shares of stock of the Corporation on whose behalf such stockholder giving the notice is providing notice of any nomination or other business proposed, (I) any person directly or indirectly controlling, controlled by or under common control with such stockholder or beneficial owner(s), (II) any member of the immediate family of such stockholder giving the notice or beneficial owner(s) sharing the same household, (III) any person or entity who is a member of a “group” (as such term is used in Rule 13d-5 under the Exchange Act) with, or is otherwise known by such stockholder giving the notice or other Associated Person of such stockholder to be acting in concert with, such stockholder, such beneficial owner(s) or any other Associated Person of such stockholder with respect to the stock of the Corporation, (IV) any affiliate or associate of such stockholder, such beneficial owner(s) or any other Associated Person, (V) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder giving the notice, such beneficial owner(s) or any other Associated Person with respect to any proposed business or nominations, as applicable, (VI) any beneficial owner of shares of stock of the Corporation owned of record by such stockholder or any other Associated Person (other than a stockholder that is a depositary) and (VII) any proposed nominee.

Section 3. Newly Created Directorships and Vacancies. Newly created directorships resulting from any increase in the number of authorized directors and any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal or other cause shall be filled in accordance with the Certificate of Incorporation. Any director elected in accordance with the preceding sentence shall hold office until the next election of the class, if any, for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified, or until any such director’s earlier death, resignation, retirement, disqualification or removal. Notwithstanding the foregoing, from and after the 2030 annual meeting of stockholders, any director so chosen shall hold office until the next election of directors and until his or her successor shall have been duly elected and qualified, or until any such director’s earlier death, resignation, retirement, disqualification or removal. No decrease in the number of authorized directors constituting the total number of directors that the Corporation would have if there were no vacancies shall shorten the term of any incumbent director.

Section 4. Removal. Any director of the Corporation may be removed from office in the manner provided in the Certificate of Incorporation and applicable law.

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Section 5. Resignations. Any director of the Corporation may resign at any time by giving written notice to the Board of Directors, the Chair of the Board of Directors, the President of the Corporation (the “President”) or the Secretary. Such resignation shall take effect at the date of the receipt of such notice or at any later time or upon the happening of any event specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Chair of the Board of Directors. The Chair of the Board of Directors and any Vice Chair of the Board of Directors shall be chosen from among the directors and may be the Chief Executive Officer. The Chair shall preside over all meetings of the Board of Directors. In the absence of the Chair of the Board of Directors, a Vice Chair of the Board of Directors, the Chief Executive Officer, the President or another director, in the order designated by the Chair of the Board of Directors, shall preside at meetings of the Board of Directors.

Section 7. Meetings. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board of Directors or as may be specified in the call of any meeting. Regular meetings of the Board of Directors shall be held at such times and places as may at any time be fixed by resolution of the Board of Directors and may be held without further notice. A meeting of the Board of Directors shall be held without notice immediately following the annual meeting of the stockholders.

Special meetings of the Board of Directors may be held at any time upon the call of the Chair of the Board of Directors, the President or three of the directors then in office. Notice of any special meeting shall be given to each director orally, electronically or otherwise in writing, and shall contain the place, time and date of the meeting. Meetings may be held at any time without notice if those not present waive notice of the meeting in writing.

Notice of any meeting of the Board of Directors stating the place, date and time of the meeting shall be given to each director by mail posted not less than 5 days before the date of the meeting, by nationally recognized overnight courier deposited not less than 2 days before the date of the meeting or in person, by phone or by email, facsimile or other means of electronic transmission delivered or sent not less than 24 hours before the date and time of the meeting, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 8. Quorum, Manner of Acting and Adjournment. At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee, as the case may be. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting by means of conference telephone or other communications equipment in which all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other communications equipment shall constitute presence in person at such meeting.

Section 9. Committees. The Board of Directors may designate one or more committees, consisting of one or more directors of the Corporation, which shall have and may exercise, to the extent permissible under the DGCL and the Certificate of Incorporation, such powers as shall be conferred or authorized by the resolution appointing them. The Board of Directors shall have the power at any time to change the members of any such committee, to fill vacancies thereon and to discharge any such committee.

Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members then serving on the committee shall be necessary to constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee at which a quorum is present.

Section 10. Compensation of Directors. The Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the Corporation shall be appointed by the Board of Directors or a duly authorized committee thereof and shall include a Chief Executive Officer, a President, a Treasurer and a Secretary and may include such other officers as may from time to time be appointed by the Board of Directors or a duly authorized committee thereof, including, without limitation, Assistant Secretaries, Assistant Treasurers and one or more Vice Presidents. Any number of offices may be held by the same person.

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Section 2. Term and Removal. Each officer of the Corporation shall hold office for such term as may be prescribed by the Board of Directors and until such officer’s successor shall have been duly elected and qualified or until such officer’s earlier death, resignation or removal. Any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the members of the Board of Directors then in office. Any officer may resign at any time in the same manner prescribed under Section 5 of Article III. A vacancy in any office arising from any cause may be filled by the Board of Directors.

Section 3. Powers and Duties. The officers of the Corporation shall each have such powers and shall perform such duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV.

(a) Chief Executive Officer. The Chief Executive Officer shall be responsible for the general management of and shall have supervision over the business and affairs of the Corporation, subject to the power and authority of the Board of Directors. In addition, the Chief Executive Officer shall have such further powers and perform such other duties as from time to time are assigned to the Chief Executive Officer by the Board of Directors. The Chief Executive Officer may also serve as President, if so appointed by the Board of Directors.

(b) President. If the Board of Directors elects a President who is not the Chief Executive Officer, the President shall act in a general executive capacity and shall assist the Chief Executive Officer in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. In addition, the President shall have such further powers and perform such other duties as from time to time are assigned to the President by the Board of Directors.

(c) Vice Presidents. Each Vice President, including any Vice President designated as Executive, Senior or otherwise, shall have such powers and shall perform such duties as shall be assigned to such Vice President by the Board of Directors, the Chief Executive Officer or the President.

(d) Treasurer. The Treasurer shall have custody of all funds, securities, evidences of indebtedness and other valuables of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. He or she shall cause all moneys and other valuables to be deposited in the name and to the credit of the Corporation in such depositaries as the Board of Directors or its designees selected for such purposes may direct. The Treasurer shall disburse the funds of the Corporation, taking proper vouchers therefor. The Treasurer shall render to the Chief Executive Officer, the President and the Board, upon their request, a report of all his or her transactions as Treasurer and of the financial condition of the Corporation. In addition, the Treasurer shall have such further powers and perform such other duties as from time to time are assigned to the Treasurer by the Board of Directors, the Chief Executive Officer or the President.

(e) Secretary. The Secretary shall keep or cause to be kept, in one or more books provided for that purpose, the minutes of all meetings of the Board of Directors, the committees of the Board of Directors and the stockholders. The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by applicable law. The Secretary shall have custody of the corporate seal of the Corporation, if one shall be adopted. The Secretary shall see that the books, reports, statements, certificates and other documents and records required by applicable law to be kept and filed are properly kept and filed. In addition, the Secretary shall have such further powers and perform such other duties as from time to time are assigned to the Secretary by the Board of Directors, the Chief Executive Officer or the President.

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(f) Assistant Treasurers and Secretaries. Each Assistant Treasurer and each Assistant Secretary, if any are appointed, shall be vested with all the powers and shall perform all the duties of the Treasurer and Secretary, respectively, in the absence or disability of such officer, unless or until the Board of Directors, the Chief Executive Officer or the President shall otherwise determine. In addition, Assistant Treasurers and Assistant Secretaries shall have such powers and shall perform such duties as from time to time are assigned to such Assistant Treasurer or Assistant Secretary by the Board of Directors, the Chief Executive Officer or the President.

Section 4. Subordinate Officers, Committees and Agents. The Board of Directors may from time to time appoint such other officers and appoint such committees, employees or other agents as it deems necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as are provided in these Bylaws, or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.

Section 5. Corporate Funds and Checks. All checks and drafts on the Corporation’s bank accounts and all bills of exchange and promissory notes and all acceptances, obligations and other instruments for the payment of money shall be signed by the Chief Executive Officer, the President, a Vice President, the Treasurer or the Secretary, or such officer or officers, agent or agents as may be authorized from time to time by the Board of Directors.

Section 6. Contracts and Other Documents. The Chief Executive Officer, the President, each Vice President, the Treasurer or the Secretary, or such other officer or officers as may from time to time be authorized by the Board of Directors, shall have power to sign and execute on behalf of the Corporation deeds, conveyances and contracts, and any and all other documents requiring execution by the Corporation.

Section 7. Ownership of Equity Interests or other Securities of Another Entity. Unless otherwise directed by the Board of Directors, the Chief Executive Officer, the President, a Vice President, the Treasurer or the Secretary, or such other officer or agent as shall be authorized by the Board of Directors, shall have the power and authority, on behalf of the Corporation, to attend and to vote at any meeting of securityholders of any entity in which the Corporation holds securities or equity interests and may exercise, on behalf of the Corporation, any and all of the rights and powers incident to the ownership of such securities or equity interests at any such meeting, including the authority to execute and deliver proxies and consents on behalf of the Corporation.

Section 8. Delegation of Duties. In the absence, disability or refusal of any officer to exercise and perform his or her duties, the Board of Directors may delegate to another officer such powers or duties.

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ARTICLE V

STOCK

Section 1. Form of Certificates. The shares of stock of the Corporation will be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. The certificates for shares of stock shall be in such form as the Board of Directors may from time to time prescribe. The certificates of stock shall be signed by, or in the name of, the Corporation by the Chair of the Board of Directors, the Chief Executive Officer, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the Corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 2. Transfer of Shares. The shares of the stock of the Corporation shall be transferred on the books of the Corporation, in the case of certificated shares of stock, if any, by the holder thereof in person or by such person’s attorney duly authorized in writing, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require; and, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney duly authorized in writing, and upon compliance with appropriate procedures for transferring shares in uncertificated form. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 3. Lost, Stolen, Destroyed or Mutilated Certificates. A new certificate of stock or uncertificated shares may be issued in the place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed, and the Corporation may, in its discretion, require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation evidence of such loss, theft or destruction and a bond, in such sum as the Corporation may direct, in order to indemnify the Corporation against any claims that may be made against it in connection therewith. A new certificate or uncertificated shares of stock may be issued in the place of any certificate previously issued by the Corporation that has become mutilated upon the surrender by such owner of such mutilated certificate and, if required by the Corporation, the posting of a bond by such owner in an amount sufficient to indemnify the Corporation against any claim that may be made against it in connection therewith.

Section 4. Transfer Agent Registrar. The Board of Directors may appoint one or more transfer agents and/or registrars, and may require all certificates of stock, if any, to bear the signature or signatures of any of them. Any such transfer agent and registrar shall transfer stock in accordance with its customary transfer procedures and in accordance with applicable laws and regulations.

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Section 5. Regulations. Notwithstanding anything to the contrary in these Bylaws, at all times that any stock of the Corporation (“Listed Stock”) is listed on a stock exchange, the shares of Listed Stock shall comply with all direct registration system eligibility requirements established by such exchange, including any requirement that shares of the Listed Stock be eligible for issue in book-entry form. All issuances and transfers of shares of Listed Stock shall be entered on the books of the Corporation with all information necessary to comply with such direct registration system eligibility requirements, including the name and address of the person to whom the shares of stock are issued, the number of shares of stock issued and the date of issue. The Board of Directors shall have the power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of shares of stock of the Corporation in both the certificated (if any) and uncertificated form.

ARTICLE VI

FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January in each year and shall end on the thirty-first day of December next following.

ARTICLE VII

CORPORATE SEAL

The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE VIII

AMENDMENTS

Subject to the provisions of the Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock (as defined in the Certificate of Incorporation)), the stockholders, by the affirmative vote of the holders of a majority of the total voting power of all of the outstanding shares of the Corporation’s capital stock entitled to vote thereon, voting together as a single class, may at any regular or any special meeting amend, alter, change or repeal these Bylaws, if notice that such matter is to be presented is contained in the notice of the meeting.

The Board of Directors, by the affirmative vote of a majority of its members, may at any regular or any special meeting amend, alter, change or repeal these Bylaws without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or the Certificate of Incorporation.

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ARTICLE IX

NOTICE AND WAIVER OF NOTICE

Section 1. Notices. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation, and if given by any other form, including any form of electronic transmission permitted by the DGCL, shall be deemed given as provided in the DGCL. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.

Section 2. Waiver. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any meeting shall constitute waiver of notice except attendance for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.

ARTICLE X

INDEMNIFICATION

Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article X with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. Any reference to an officer of the Corporation in this Article X shall be deemed to refer exclusively to the Chief Executive Officer, the President, the Treasurer and the Secretary of the Corporation appointed pursuant to Article IV, and to any Vice President, Assistant Treasurer, Assistant Secretary or other officer of the Corporation appointed by the Board of the Directors pursuant to Article IV, and any reference to an officer of any other enterprise shall be deemed to refer exclusively to an officer elected by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and bylaws or equivalent organizational documents of such other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other enterprise has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other enterprise shall not result in such person being constituted as, or being deemed to be, an officer of the Corporation or of

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such other enterprise for purposes of this Article X unless such person’s appointment to such office was approved by the Board of Directors pursuant to Article IV or by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and bylaws or equivalent organizational documents of such other enterprise.

Section 2. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 1 of this Article X, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article X (which shall be governed by Section 3 of this Article X (hereinafter, an “advancement of expenses”)); provided, however, that, if the DGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an indemnitee pursuant to this Section 2 in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon the delivery to the Corporation of an undertaking (hereinafter, an “undertaking”), which the delivery of an indemnification agreement shall satisfy, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter, a “final adjudication”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under Section 1 of this Article X and this Section 2 or otherwise.

Section 3. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this Article X is not paid in full by the Corporation within (i) 60 days after a written claim for indemnification has been received by the Corporation or (ii) 30 days after a claim for an advancement of expenses has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim or to obtain advancement of expenses, as applicable. To the fullest extent permitted by law, if the indemnitee is successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article X or otherwise shall be on the Corporation.

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Section 4. Indemnification Not Exclusive. The provision of indemnification to or the advancement of expenses to any indemnitee under this Article X, or the entitlement of any indemnitee to indemnification or advancement of expenses under this Article X, shall not limit or restrict in any way the power of the Corporation to indemnify or advance expenses to such indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any indemnitee seeking indemnification or advancement of expenses may be entitled under any law, certificate of incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such indemnitee’s capacity as an officer, director, employee or agent of the Corporation and as to action in any other capacity.

Section 5. Nature of Rights. The rights conferred upon indemnitees in this Article X shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article X that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

Section 6. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 7. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article X with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

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Exhibit 3.4

CERTIFICATE OF AMENDMENT

OF

THE CERTIFICATE OF INCORPORATION

OF

ENVIRI II CORPORATION

This Certificate of Amendment (this “Certificate”) is being executed as of June 1, 2026, for the purpose of amending the Certificate of Incorporation of Enviri II Corporation, pursuant to Sections 242 of the Delaware General Corporation Law.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

“Section 1.1 Name. The name of the corporation is Enviri Corporation.”

The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

[Remainder of the Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment as of the day and year first above written.

[Signature Page to Certificate of Amendment of Enviri II Corporation]

Exhibit 10.1

Execution Version

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of June 1, 2026, is between CLEH, Inc., a Delaware corporation (“Company”), and Enviri II Corporation, a Delaware corporation (“Provider”). Each of Company and Provider is a “Party,” and together, are the “Parties.”

WHEREAS, Enviri Corporation, CLEH, Inc., Enviri LLC, Veolia Environnement S.A. (“Buyer”) and Liberty Merger Sub Inc. (“Merger Sub”) are parties to the Agreement and Plan of Merger dated as of November 20, 2025 (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into CLEH, Inc., with CLEH, Inc. continuing as the surviving corporation and becoming a wholly owned Subsidiary of Buyer;

WHEREAS, the Merger Agreement contemplates that Company and Provider will enter into this Agreement for the provision of certain transitional services by Provider following the Closing, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, the Parties agree as follows:

1.1 Capitalized terms used but not defined in this Agreement have the meanings set forth in the Merger Agreement. The provisions of Section 1.3 of the Merger Agreement apply to this Agreement mutatis mutandis.

1.2 As used herein, the term “Recipient Business” means the business and operations of Pubco whose financial results were collectively reported as the “Clean Earth” business segment of Pubco in the Form 10-K of Pubco for the fiscal year ending December 31, 2024, as such businesses and operations shall have been conducted at any time prior to the Distribution Time by any member of the Company Group or Spinco Group (or any of their respective predecessors) and all businesses and operations conducted by H-CE Holdings and its Subsidiaries prior to the date hereof, including any terminated, divested or discontinued business, operations or activities.

2.1 Services.

(a) Subject to the terms and conditions set forth in this Agreement, commencing on the Closing Date, Provider shall provide or cause its Affiliates or subcontractors to provide to Company and its designated Affiliates the services set forth on Schedule A (the “Services”). Company (i) shall ensure that its Affiliates receiving any Service comply with all applicable terms of this Agreement and (ii) is liable for any breach of this Agreement by any such Affiliate.

(b) Provider may use subcontractors in the provision of the Services upon the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed); provided that the Company’s consent shall not be required for any subcontractor (i) providing the same or similar service to the Company Group or Spinco Group prior to the Closing Date; or (ii) retained by Provider or any of its Affiliates after the Closing Date to provide the same or similar service to Provider or any of its Affiliates. Subject to Sections 6.2 and 6.5, Provider shall in all cases remain responsible for the performance of its obligations hereunder, including for the performance and any breach of this Agreement by its subcontractors.

(c) During the TSA Term (as defined below), in the event Company becomes aware of any service that (i) is not listed on Schedule A, (ii) was provided to the Recipient Business by Provider or its Affiliates (other than Company and its Affiliates) or a subcontractor thereof in the twelve months immediately preceding November 20, 2025 (the “Reference Period”) in connection with the ordinary course operation of the Recipient Business and (iii) is reasonably required to operate the Recipient Business (such service an “Omitted Service”), then upon written request of the Company, Provider shall use reasonable efforts to provide or cause its Affiliates or authorized subcontractors to provide such Omitted Service (unless Provider reasonably objects to such request in writing within five Business Days after receipt of such notice). The Parties shall promptly discuss in good faith whether to add such Omitted Service to Schedule A and the terms (including the applicable Service Fees and Service Term) with respect thereto. The provision of any Omitted Services shall be deemed part of the “Services” provided under this Agreement and subject to the terms and conditions of this Agreement. Despite the foregoing, Company acknowledges that Provider has no obligation to provide (i) any Omitted Service with respect to which assets have been transferred to Buyer or (ii) the services set forth on Schedule B (the “Excluded Services”).

(d) Company acknowledges that Provider is not in the business of providing the Services to third parties and that Provider is entering into this Agreement only in connection with the Merger Agreement. The Services are and are intended only to be transitional in nature and shall be furnished by Provider only for the duration of this Agreement in accordance with Article 5. Company acknowledges the mutual intent that the Services be provided hereunder on an interim basis only, and Company shall use commercially reasonable efforts to terminate the Services as quickly as practicable. Within 30 days immediately following the Closing Date, Provider shall reasonably cooperate with Company in the development of, and Company shall submit to Provider, a high-level separation and migration plan for all Services, which plan must set forth in reasonable detail Company’s plan for transitioning the Services from Provider or its Affiliates or authorized subcontractors to Company or their designee. Company shall ensure that it has sufficient resources available at the end of Services Term to perform the applicable Services (or have the Services performed) without the involvement of Provider or any of its Affiliates.

(e) Except as otherwise provided on Schedule A, (i) the Services shall be of substantially the same quality as the corresponding services provided by Provider and its Affiliates (other than Company and its Affiliates) and subcontractors in connection with the operation of the Recipient Business during the Reference Period (the “Services Standard”), and (ii) Company’s and its Affiliates’ use of such Services, including with respect to purpose, scope, manner and volume, shall, to the extent applicable, be substantially consistent with the usage of similar services provided by Provider and its Affiliates and subcontractors to the Recipient Business during the Reference Period. Neither Provider nor any of its Affiliates will be required to perform or cause to be performed the Services for the benefit of any Person other than Company and its designated Affiliates, whose use of the Services shall be limited to the ordinary conduct of the Recipient Business consistent with past practice. Subject to Section 7.4, in no event shall Company be permitted to resell or supply any Service to any third party without the prior written consent of Provider.

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(f) Subject to Section 2.1(b), Provider will have the right, in its sole discretion, to (i) designate which personnel it will assign to perform the Services and (ii) remove and replace such personnel at any time. All employees and other representatives of Provider shall be deemed for all purposes (including compensation and employee benefits) to be employees or representatives solely of Provider and not to be representatives of Company or its Subsidiaries. In performing their respective duties hereunder, all such representatives of Provider shall be under the direction, control and supervision of Provider (and not of Company or its Subsidiaries), and Provider shall have the sole right to exercise all authority with respect to the engagement (including termination of engagement), assignment and compensation of such representatives.

2.2 Limitation on Obligation to Provide Services.

(a) Subject to compliance with Section 2.1(e), notwithstanding anything to the contrary herein, Provider is under no obligation to upgrade, update, improve, enhance, modify, add or delete any, or obtain any new software, hardware, equipment, databases, interfaces, or systems in connection with the Services, and Provider will have no liability under this Agreement arising from the failure to obtain any new software, hardware, equipment, databases, interfaces or systems or arising from the departure of any personnel, in each case, other than upgrades or enhancements consistent with routine and regular maintenance during the Reference Period.

(b) Provider’s obligation to provide the Services are conditioned on and subject to any contractual obligations, prohibitions or restrictions applicable to Provider or its Affiliates regarding such Services, and this Agreement does not obligate Provider or its Affiliates to violate, modify or eliminate any such obligation, prohibition or restriction or to breach any applicable Contract. Provider shall use commercially reasonable efforts to obtain, and to keep and maintain in effect, any third-party consents, licenses, permits or approvals necessary to provide the Services or to procure the continued provision of the Services by any third party providing such Services, including consents, licenses, permits or approvals required under applicable environmental and health and safety laws and access and use of any third-party software by Provider or Company or their respective Affiliates; provided that any costs incurred in connection with obtaining or soliciting any such consents shall be shared equally by Provider and Company. For clarity, the foregoing does not require Provider to obtain, keep, or maintain any consents, licenses, permits, or approvals required under any Laws that it would not be required to obtain, keep, or maintain but for this Agreement. If any such consents are not obtainable, Provider and Company shall reasonably cooperate in good faith to seek to provide another means of providing or receiving such Service or an alternative thereto, and any incremental costs or expenses incurred by Provider (or Company, as the case may be) in connection with the provision of alternative equivalent services by a third party pursuant to this Section 2.2(b) shall be shared equally by Provider and Company. Subject to its obligation to use such commercially reasonable efforts and to reasonably cooperate in good faith with Company, neither Provider nor its Affiliates will have any liability under this Agreement arising from the failure to obtain any third-party consents necessary to provide the Services or the termination of any Service by any third party providing such Service. To the extent technology, software, information systems, data or other services or property of third parties

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licensed by or made available to Provider or its Affiliates is used by Company or its Affiliates in connection with the Services, Company shall (and shall cause its controlled Affiliates and direct and require its other Affiliates to) comply with the terms of Provider’s or its Affiliates’ (as applicable) agreements with such third parties in effect as of the date hereof, and if any such agreements are modified during the TSA Term, then only to the extent such agreements are provided to Company in advance from time to time.

(c) Notwithstanding any provision of this Agreement, including Schedule A, to the contrary, no Services provided under this Agreement are or may be construed as constituting accounting, legal or tax advice or will create any fiduciary obligations on the part of Provider or any of its Affiliates (or any party acting on their behalf) to any Person, including to Company or any of its Affiliates, or to any plan trustee or any customer of any of them.

(d) Subject to substantial compliance with Section 2.1(e), notwithstanding anything herein to the contrary, Provider may, at any time and from time to time, without the prior consent of Company, change or modify the scope, manner, nature, quality and/or standard of care with respect to any Service to the extent that Provider or its Affiliates is making a substantially similar change or modification with respect to services of the same or similar type provided to Provider or its Affiliates, so long as (i) any such change or modification does not have a disproportionately adverse effect on Company, taken as a whole, (ii) Company is not responsible for any incremental cost or expense incurred by Provider in providing such modified services and (iii) Provider provides Company with written notice of such change or modification as far in advance of the implementation thereof as is reasonably practicable under the circumstances.

(e) Each Party shall comply with all Laws applicable to its receipt or provision of the Services, except that Provider need not comply with respect to any Laws that Provider and its Affiliates are not subject to but for this Agreement. Neither Party is obligated to perform any of its obligations under this Agreement to the extent that performing such obligation would require such Party, its Affiliates or subcontractors, or any of their respective representatives, to violate any applicable Law. With respect to any Services affected by a change in applicable Law (including any guidance or recommendations provided or promulgated by any Governmental Authority) that makes the provision of all or a portion of any such Service illegal or otherwise prohibited, Provider may (notwithstanding anything herein to the contrary), without any liability hereunder: (i) make a change to all or a portion of the Services affected by such change in applicable Law or (ii) suspend until further notice the provision of all or any part of the Services affected by such change in applicable Law upon written notification to Company with immediate effect; provided that, in each case, Provider may not discriminate against Company relative to its own businesses receiving similar services in the event of a change in applicable Law.

2.3 Service Interruption. Provider may temporarily interrupt or suspend (a) the provision of Services for maintenance purposes or (b) the operation of the facilities or systems of Provider or its Affiliates if Provider reasonably determines that such action is necessary; provided that, in each case, Provider may not discriminate against Company relative to its own businesses receiving similar services in the event of an interruption or suspension. Whenever emergency maintenance is required, Provider shall use commercially reasonable efforts to notify Company as far in advance as reasonably practicable under the circumstances that maintenance is required.

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2.4 Service Coordinators and TSA Management Committee.

(a) Schedule C identifies the principal contact of the Parties for purposes of this Agreement with respect to the Services (the “Service Coordinators”). All communications relating to the relevant Service shall be directed to the Service Coordinators with respect to that Service. The Service Coordinators will report to the TSA Management Committee any material disputes or issues that arise concerning the Services.

(b) Schedule C identifies the members of a management committee (the “TSA Management Committee”) that will consist of one senior manager appointed by each Party. The TSA Management Committee will meet as necessary, but at least once in each calendar month during the TSA Term in person or by conference telephone call. The TSA Management Committee shall review any disputes or issues referred to it by the Service Coordinators and any requests by either Party for modification of the Services, performance standards, timing of deliveries or other issues arising in the performance of the Services.

(c) Either Party may at any time remove the Service Coordinators or the TSA Management Committee member appointed by such Party by providing written notice of such removal to the other Party. If any Service Coordinator or TSA Management Committee member resigns or is removed, the Party that appointed such Service Coordinator or TSA Management Committee member shall promptly appoint a replacement and provide written notice thereof to the other Party.

(d) If there is any dispute between the Parties relating to the Services, a Party first must send written notice of such dispute to the other Party and attempt to resolve such dispute through good faith discussions by the Service Coordinators. Such Service Coordinators shall meet in person or by teleconference to conduct such good faith discussions to promptly resolve such dispute. If such Service Coordinators fail to promptly resolve such dispute, then any such member shall have the right to escalate such dispute by notice to the TSA Management Committee, following which the TSA Management Committee shall review such dispute and shall conduct good faith discussions to promptly resolve such dispute. If the TSA Management Committee fails to promptly resolve such dispute, either Party shall have the right to escalate such dispute by notice to the other Party, and then each Party shall appoint an executive officer and such executive officers shall review such dispute and shall conduct good faith discussions to promptly resolve such dispute. If such executive officers of the Parties do not promptly resolve such dispute, then either Party may initiate an action, suit or proceeding with respect to such Dispute in accordance with Section 7.5.

2.5 Systems Access and Compliance. Each Party shall, and shall cause its controlled Affiliates and its and their representatives and direct and require its other Affiliates and its and their representatives to, exercise reasonable care in receiving and providing the Services and accessing and using the information systems, hardware, software and data of the other Party and its Affiliates (and their licensors and vendors) to the extent made available by either Party and its Affiliates hereunder to (a) prevent access to the Services and such information systems, hardware,

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software or data by unauthorized Persons and (b) not disable, damage, disrupt, erase or interrupt the Services or such information systems, hardware, software or data. Without limiting the generality of the foregoing, each shall, and shall cause its controlled Affiliates and its and their representatives and direct and require its other Affiliates and its and their representatives to: (i) not access, use or interfere with, or attempt to obtain access to, use or interfere with any such information systems, hardware or software of the other Party or any of its Affiliates (or their licensors or vendors), or any such data owned, used or processed by either Party or any of its Affiliates, except to the extent reasonably required to do so to receive the Services, (ii) maintain reasonable security measures to protect the information systems, hardware and software of the other Party and its Affiliates to which it has access pursuant to this Agreement from access by unauthorized third parties, and any “back door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “virus,” “malware,” “ransomware” and other malicious computer software program, routine, instruction, device, code, contaminant, logic or effect designed or intended to disable, disrupt, erase, enable any Person to access the information systems, hardware, software and data of the other Party and its Affiliates without authorization, or any spyware or adware, and (iii) comply with any and all rules, policies and procedures of the other Party and its Affiliates related to the access and use of the information systems, hardware, software and data of the other Party and its Affiliates (as may be updated from time to time in the ordinary course of business) provided in advance in writing to the other Party from time to time, it being agreed that the Company, as a former Affiliate of the Provider, is aware of such policies and is deemed to have been provided all such policies in effect as of the Closing Date, for all individuals that will have access hereunder to the information systems, hardware, software and data of the other Party and its Affiliates (and their licensors or vendors), except that when accessing the information systems, hardware, software and data of Company and its Affiliates, Provider need only comply with its own rules, policies and procedures. For the avoidance of doubt, neither Party shall knowingly permit any Person who has not been expressly authorized in advance to do so by the other Party, to use or access the information systems, hardware, software or data of the other Party and its Affiliates hereunder; it being agreed that all personnel of Provider providing Services under this Agreement (including subcontractors) are authorized to the extent necessary to provide the Services or support Provider in its provision thereof.

2.6 Cooperation.

(a) Provider and Company shall share information and otherwise cooperate to the extent reasonably necessary to facilitate the provision of Services under this Agreement. The Parties will, and will cause their respective Affiliates to, cooperate in a commercially reasonable manner (which cooperation shall include using commercially reasonable efforts to exchange information, as necessary to permit each of Company and Provider to perform its obligations hereunder) so that the respective obligations of the Parties under this Agreement will be effectively discharged. Provider will be relieved of the obligation to provide a Service to the extent (a) Company fails to perform its obligations required for Provider to provide, or for Company to receive, such Service under this Agreement or (b) the provision of such Service is dependent or otherwise reliant on Company timely providing to Provider or its designee information, materials, products and like items and Company fails to so provide such information, materials, products and like items, in each case of (a) and (b), in a manner that prevents or impedes Provider from performing such Service and provided Provider must first give Company written notice reasonably specifying such failure and a reasonable opportunity for Company to cure such failure.

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(b) The terms of the Clean Earth Incident Management Process Addendum, attached hereto as Exhibit 1, apply in connection with Provider’s and Company’s cooperation obligations.

2.7 Force Majeure. Neither Party will be in violation of this Agreement if, and to the extent the performance of its obligations hereunder is prevented, hindered, or delayed by fire, smoke, flood, earthquake, hurricane, elements of nature or acts of God, pandemics (including COVID-19 and any COVID-19 emergency declaration, COVID-19 measures, COVID-19 actions, future resurgence, or evaluations or mutations of COVID-19 or other disease outbreaks, epidemics or pandemics), acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, blackouts, communications or Internet delays or failures, or any other cause beyond the reasonable control of such Party or its Affiliates (each, a “Force Majeure Event”). Upon the occurrence of any such event which results in, or will likely result in, delay or failure to perform according to the terms of this Agreement, the affected Party will promptly notify the other Party of such occurrence and the effect and/or, to the extent reasonably possible, the anticipated effect of such occurrence. The affected Party will use commercially reasonable efforts to minimize disruptions in its performance and to resume performance of its obligations under this Agreement as soon as practical. If Provider fails or delays to perform any Service due to the occurrence of a Force Majeure Event, Company shall be automatically relieved from paying (and Provider shall not charge) Service Fees (as defined below), costs, expenses or other amounts payable under this Agreement in respect of such Service and may, at its option and with Provider’s reasonable cooperation, obtain the affected Service from a third party for the duration of the Force Majeure Event, or for such longer period as Company shall reasonably be required to commit in order to obtain such replacement service.

3.1 Intellectual Property.

(a) Except as otherwise agreed to by the Parties in writing, including in this Article 3, nothing herein shall or is intended to transfer either Party’s right, title or interest in and to its respective Intellectual Property and data, and no license or other right, express or implied, is granted under this Agreement by either Party to its Intellectual Property or data.

(b) With respect to each Service, Provider, on behalf of itself and its Affiliates, hereby grants to Company and its designated Affiliates a non-exclusive, royalty-free, non-assignable (except as expressly provided in Section 7.4) license under any Intellectual Property (other than Trademarks and social media accounts) of Provider and its Affiliates solely for the purpose of, and only to the extent necessary, (i) during the Service Term of a Service, for Company’s and its Affiliates’ receipt and use of such Service in accordance with this Agreement and (ii) after the Service Term of a Service, except for deliverables for which other license terms are set forth on the Schedules hereto, for the Company’s and its Affiliates’ continued use of any deliverables provided to the Company or its Affiliates as part of such Service for their intended purpose.

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(c) With respect to each Service, the Company, on behalf of itself and its designated Affiliates, hereby grants to Provider and its Affiliates a non-exclusive, royalty-free, non-assignable (except as expressly provided in Section 7.4) license, solely during the Service Term of such Service, under any Intellectual Property (other than Trademarks) of Recipient or its Affiliates solely for the purpose of, and only to the extent necessary for, Provider’s provision of such Service in accordance with this Agreement.

(d) Provider, on behalf of itself and its Affiliates, hereby assigns to the Company all of Provider’s and its Affiliates’ right, title and interest in and to any software, works of authorship, inventions, technology or other materials conceived or developed by the Indian Offer Employees (as defined on Schedule 1.1(d) of the Separation Agreement) in the course of performing the Services, including all Intellectual Property therein. Upon Company’s reasonable request, Provider shall, and shall cause its Affiliates to, take, or cause to be taken, all actions necessary to effectuate, evidence and perfect such assignment, including the execution, notarization and apostille of documents as required therefor; provided, that the Company shall reimburse Provider for its documented, reasonable out-of-pocket costs for such actions (solely to the extent such costs are not included in the Service Fees).

3.2 Confidentiality.

(a) Each Party acknowledges that proprietary or nonpublic information obtained by a Party or its Affiliates (“Receiving Party”) from the other Party or its Affiliates (“Discloser”) under this Agreement constitutes the confidential and proprietary information of Discloser (“Confidential Information”). Receiving Party shall maintain in confidence Discloser’s Confidential Information and protect that Confidential Information from any unauthorized disclosure, access or use, exercising at least the same degree of care as Receiving Party exercises for its own confidential information, but not less than a reasonable degree of care. Receiving Party shall not, nor permit any Person to, (i) use or copy Discloser’s Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement, or (ii) disclose Discloser’s Confidential Information to any Person other than Receiving Party’s Representatives who require the Confidential Information to act on Receiving Party’s behalf to perform its obligations and exercise its rights with respect to the Services (“Authorized Persons”). Receiving Party (A) shall ensure that its Authorized Persons comply with this Agreement as if they were parties to this Agreement in place of Receiving Party, and (B) is liable to Discloser for the failure of Receiving Party’s Authorized Persons to comply with this Agreement to the same extent that Receiving Party would have been had it failed to comply.

(b) “Confidential Information” excludes information that (i) is or becomes generally available to and known by the public, other than due to Receiving Party’s breach of this Agreement, (ii) Receiving Party rightfully possessed (as can be demonstrated by Receiving Party) without a duty of confidentiality before obtaining it from Discloser (it being agreed that this exception is not applicable to any Confidential Information of Discloser that is in the possession of Receiving Party by virtue of the Parties formerly being Affiliates), (iii) Receiving Party received on an unrestricted basis from a source unrelated to either Party and not under a duty of confidentiality with respect to the information, provided that, in the knowledge of Receiving Party, after reasonable inquiry, such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Discloser with respect to such information, or (iv) Receiving Party developed independently of the Confidential Information and for which Receiving Party provides documentary evidence maintained contemporaneously with the development that verifies the development was independent.

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(c) Receiving Party shall, to the extent permitted by Law, (i) promptly notify Discloser if applicable Law requires, or a Governmental Authority of competent jurisdiction requires or requests, that Receiving Party disclose Discloser’s Confidential Information, and (ii) use reasonable efforts to allow Discloser an opportunity to seek injunctive relief from, or a protective order with respect to, the contemplated disclosure. If notification to Discloser is not permitted by applicable Law, or if it is permitted and that relief or order is not obtained, Receiving Party may disclose only that portion of Discloser’s Confidential Information that Receiving Party’s counsel advises is legally required be disclosed, provided that Receiving Party shall (A) use reasonable best efforts to obtain assurances that the disclosed Confidential Information is treated in a confidential manner after disclosure and (B) take all reasonable efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Disclosure to obtain an appropriate protective order or other reliable assurance that the confidential treatment will be accorded the Confidential Information.

(d) Each Party acknowledges that the remedies at law for a breach of this Article 3 may be inadequate and the damages resulting from any such breach may not readily be measured in monetary terms. Without limiting a Party’s other rights and remedies, if there is an actual or threatened breach of the foregoing provisions, the non-breaching Party may seek any injunctive or other equitable relief that a court of competent jurisdiction deems proper (including an order restraining any threatened or future breach), on use of affidavit evidence or otherwise, and without furnishing proof of actual damages or posting a bond or other surety.

(e) The terms of the Data Processing Addendum, attached hereto as Exhibit 2, apply to the extent required in connection with Provider’s performance of the Services.

4.1 Fee for Services.

(a) In consideration of the provision of Services pursuant to this Agreement, Company shall pay Provider or its designee the amount set forth on Schedule A for each Service (the “Service Fee”). In the event that Provider or its Affiliates or any third-party service provider or subcontractors engaged by Provider to provide services incurs reasonable and documented out-of-pocket expenses in connection with the provision of any Service (such expenses, collectively, “Out-of-Pocket Costs”), Company shall reimburse such Person for all such Out-of-Pocket Costs in accordance with the invoicing procedures set forth in this Article 4.

(b) Company shall be responsible for the assessment and payment of all sales, service, use, value-added, transfer, consumption or similar taxes imposed with respect to the provision of Services to Company hereunder or any payment of Service Fees therefor (including the payment of any interest, penalties or additions to tax imposed with respect thereto due to Company’s failure to comply with the provisions of this Agreement) (“Service Taxes”). For the avoidance of doubt, Service Taxes shall not include any other Taxes, including Taxes imposed on or measured by Provider’s income, gain or receipts (including any franchise or similar Taxes

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imposed in lieu of an income Tax) (“Income Taxes”). Company acknowledges that the Service Fees as set forth on Schedule A do not include Service Taxes. Company shall be entitled to deduct or withhold from the making of any payment pursuant to this Agreement such amounts as it is required to deduct or withhold pursuant to applicable law. To the extent that amounts are so deducted or withheld, the amount paid to Provider by Company shall be grossed up such that Provider receives the amount due prior to the withholding (including any withholding imposed on additional amounts paid hereunder); provided, that if such withholding or deduction relates to Income Taxes such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made. Each Party shall use reasonable efforts in good faith to minimize taxes (including any required deduction or withholding) imposed with respect to the provision of Services or the payment of Service Fees to the extent legally permissible.

4.2 Billing and Payment. Provider shall invoice Company for the Service Fees and Out-of-Pocket Costs promptly following the end of each calendar month falling (in whole or in part) during the TSA Term. Company acknowledges that certain Service Fees and Out-of-Pocket Costs may be invoiced more than one month following the month in which a Service was provided. Company shall pay invoices submitted by Provider no later than 30 days following receipt of such invoices, without setoff or counterclaim. Any Service Fees and Out-of-Pocket Costs not received by Provider by the due date and not disputed by Company in accordance with the following sentence will incur a late charge of one- and one-half percent per month (or, if less, the maximum percentage permitted by applicable Law) on the unpaid balance. Notwithstanding anything to the contrary herein, Company shall be entitled to withhold payment of any amount disputed in good faith, but only if (i) (A) Company reasonably believes that a Service Fee being charged as a “Pass-Through” in Schedule A or an Out-of-Pocket Cost does not align with (x) the invoices, schedules or other documentation provided by Provider to Company, (y) the amount identified by Provider to Company in advance of incurring such cost or (z) the amount otherwise agreed to by the Parties, or (B) Company reasonably believes that a Service Fee being charged on a “Fixed Monthly” basis does not align with the Service Fees set forth in Schedule A, including due to a mathematical or clerical error and (ii) Company notifies Provider of such disputed amount prior to the date on which such amounts are due. Such disputed amount will not accrue interest until the final resolution of such dispute in accordance with Section 2.4(d).

4.3 Documentation; Audit. Provider’s costs for (i) all Services identified as being charged as “Pass-Through” in Schedule A and (ii) all Out-of-Pocket Costs charged shall be substantiated by appropriate invoices, schedules or other documentation. Provider shall, upon Company’s reasonable request, make copies of such invoices, schedules or other documentation available to Company and its representatives for the purpose of verifying such charges made under this Agreement, as well as reasonable detail supporting any allocations with respect thereto. If any review of such invoices, schedules or other documentation reveals an overpayment by Company, Provider will promptly refund the amount of such overpayment.

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5.1 Term. Subject to the provisions of Section 5.2, Provider shall provide each Service beginning on the Closing Date and continuing for the period set forth in respect of such Service on Schedule A (the “Initial Term” with respect to such Service). In the event Company becomes aware of any Initial Term that will require extension, then Company may, upon no less than 30 days’ prior written notice to Provider (which must be received prior to the end of the Initial Term) (each such notice, an “Extension Notice”), or such shorter notice period as set forth in Schedule A, extend such Initial Term by up to six months (the “Extension Term,” and together with the Initial Term, the “Service Term,” in each case with respect to a Service). Company acknowledges that in no event will any Service Term be effective beyond the date that is 12 months from the date hereof. If Company extends an Initial Term as set forth in this Section, then the Service Fees with respect to such extended Service will automatically be increased by 10% of the initial cost of such Service during the Extension Term (and Schedule A will be deemed to be amended to reflect such increases, as applicable); provided that any Service Fee being charged as a “Pass-Through” in Schedule A will not be subject to such 10% increase.

5.2 Termination of Services.

(a) Any Service (or all of the Services) may be terminated, in whole, but not in part (subject to Section 5.3 below), at any time prior to expiration of the applicable Service Term as follows:

(i) by Company, for any reason or for no reason, by delivery of at least 30 days’ prior written notice to Provider (each such notice, a “Termination Notice”);

(ii) a Party may terminate this Agreement at any time by providing notice of termination to the other Party (the “Breaching Party”) if the Breaching Party commits a material breach of this Agreement, and the breach continues unremedied for a period of 30 days after the non-Breaching Party provides notice to the Breaching Party describing the nature of the breach. For the avoidance of doubt, any failure to pay any Service Fee or other amount owed to Provider under this Agreement constitutes a material breach of this Agreement (except where such Service Fee or other amount has been disputed in accordance with Section 4.2); or

(iii) by either Party, if the other Party has commenced a voluntary or involuntary bankruptcy proceeding, been adjudicated bankrupt or insolvent, admitted in writing that it is unable to pay all or substantially all of its debts as they become due, made an assignment for the benefit of its creditors of all or substantially all of its assets, or suffered or become subject to any other similar bankruptcy or insolvency event.

(b) After the termination of any particular Service, Company shall grant Provider and its representatives reasonable access to the facilities of Company for purposes of Provider’s removal of any equipment or other assets located at such facilities and no longer used in connection with the Services that continue to be provided, and Provider agrees that it will, and will cause its representatives to, comply in all material respects with Company’s written reasonable policies provided to Provider in advance and to permit its personnel to be appropriately supervised or accompanied during such access as reasonably required by Company.

(c) Upon any termination by Company under Section 5.2(a)(i) or by Provider under Section 5.2(a)(ii) or (iii), Company shall pay to Provider all committed and non-cancellable amounts owed to third parties with respect to the terminated Services.

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5.3 Connected Services. Upon receipt of an Extension Notice or a Termination Notice, as applicable, with respect to a Service (each such Service, an “Identified Service”) Provider will within five (5) Business Days provide Company with a notice that (a) identifies any other Services that are dependent on or otherwise so connected with the Identified Service (such other Services, “Connected Services”) such that the Connected Services would also need to be extended or terminated, as applicable and (b) provides a reasonable explanation of why such Services are Connected Services (such notice, a “Responsive Notice”). In the event Company disputes whether a Service identified as a Connected Service qualifies as a Connected Service, the parties shall promptly discuss in good faith whether to amend the list of Connected Services. Within five (5) Business Days following Company’s receipt of the Responsive Notice, Company shall (i) confirm that the Identified Service and all Connected Services are to be extended as set forth in the Extension Notice or terminated as set forth in the Termination Notice, as applicable, (ii) identify an alternative Extension Term or termination date, as applicable, for the Identified Service and all Connected Services or (iii) rescind such Extension Notice or Termination Notice, in which case the Identified Service shall not be extended or terminated, as applicable. If Company does not so confirm, identify an alternative or rescind within five (5) Business Days following Company’s receipt of the Responsive Notice, the Identified Service shall not be extended or terminated, as applicable, regardless of whether Company disputes that a Service identified as a Connected Service qualifies as a Connected Service. Despite the foregoing, the Parties shall cooperate in good faith to adjust the effective date of any termination of any Identified Service to mitigate any stranded costs that would be incurred by Provider as a result of any such termination.

5.4 Termination of this Agreement.

(a) This Agreement will automatically terminate upon the date on which all Services have expired pursuant to Section 5.1 or been terminated pursuant to Section 5.2 (the period commencing on the date of this Agreement and ending on such date, the “TSA Term”).

(b) Upon any termination of this Agreement, (i) Company will remain liable for all Service Fees and other amounts payable by Company under this Agreement accruing prior to termination (except where such Service Fee or other amount has been disputed in accordance with Section 4.2) and (ii) each Party, in a manner consistent with Section 6.6(b) of the Separation Agreement, shall return to the other Party, or shall destroy, at the other Party’s option, any Confidential Information of such other Party; except that nothing in this Section 5.4(b) prevents a Party from retaining copies of Confidential Information in accordance with its security, backup, disaster recovery and/or document retention policies and procedures to the extent necessary to evidence the performance of its obligations under this Agreement or to the extent required by applicable Law (and such Confidential Information will remain subject to the obligations set forth in Section 3.2). The provisions of Sections 3.1, 3.2, 5.2(c), and 5.4(b), and Articles 4, 6 (in respect of claims for indemnification based on matters arising prior to termination of this Agreement) and 7 survive any termination of this Agreement.

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6.1 Indemnification.

(a) Subject to Section 6.2, Provider shall indemnify and defend Company and its Affiliates and its and their successors, assigns and representatives (the “Company Parties”) against any and all losses, claims, damages, liabilities, obligations, costs and expenses (including reasonable attorneys’ fees), judgments, fines, penalties, and amounts paid in settlement (“Losses”) made against the Company Parties, whether or not based on a third-party claim, to the extent attributable to (i) the fraud, gross negligence or willful misconduct of Provider, its Affiliates or any Person acting on its or their behalf in connection with the provision of the Services or (ii) any material breach of this Agreement by Provider, its Affiliates or any Person acting on its or their behalf to the extent that Provider does not materially comply with the Services Standard as a result of such breach.

(b) Subject to Section 6.2, Company shall indemnify and defend Provider and its Affiliates and its and their successors, assigns and representatives (the “Provider Parties”) against any and all Losses made against any of the Provider Parties to the extent attributable to (i) third-party claims arising from the provision of or failure to provide the Services, except to the extent of such Losses arising out of (A) the fraud, gross negligence or willful misconduct of the Provider, its Affiliates or any Person acting on its or their behalf in connection with the provision of the Services or (B) any material breach of this Agreement by Provider, its Affiliates or any Person acting on its or their behalf, (ii) third-party claims arising from any material breach of this Agreement by Company, its Affiliates or any Person acting on its or their behalf, or (iii) the fraud, gross negligence or willful misconduct of Company, its Affiliates or any Person acting on its or their behalf in connection with the receipt of the Services.

6.2 LIMITATION OF LIABILITY.

(a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, COMPANY HEREBY ACKNOWLEDGES AND AGREES, ON BEHALF OF ITSELF AND ITS AFFILIATES AND ITS AND THEIR SUCCESSORS, ASSIGNS AND REPRESENTATIVES THAT, EXCEPT FOR PROVIDER’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE MAXIMUM AGGREGATE LIABILITY OF PROVIDER AND ITS AFFILIATES TO COMPANY, ITS AFFILIATES AND ITS AND THEIR SUCCESSORS, ASSIGNS AND REPRESENTATIVES WITH RESPECT TO, OR OTHERWISE ARISING UNDER OR BASED UPON, THIS AGREEMENT WILL, (I) WITH RESPECT TO ANY PARTICULAR SERVICE PROVIDED HEREUNDER, NOT EXCEED 100% OF THE SERVICE FEE PAYABLE IN CONNECTION WITH THE AFFECTED SERVICE WHICH IS THE BASIS FOR PROVIDER’S LIABILITY, AND (II) WITH RESPECT TO ALL SERVICES PROVIDED HEREUNDER, NOT EXCEED, IN THE AGGREGATE (INCLUDING ALL AMOUNTS PAYABLE AS DESCRIBED IN CLAUSE (I)), THE AGGREGATE SERVICE FEES PAID OR PAYABLE BY COMPANY TO PROVIDER HEREUNDER. FOR CLARITY, PAYROLL-RELATED COSTS, BENEFITS-RELATED COSTS AND ADVANCED PAYMENTS ARE NOT SERVICE FEES FOR PURPOSES OF THIS SECTION 6.2(a).

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(b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT (I) WITH RESPECT TO (A) A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR (B) COMPANY’S BREACH OF SECTION 2.5, OR (II) TO THE EXTENT AWARDED AGAINST A PARTY PURSUANT TO A CLAIM BY A THIRD PARTY THAT IS SUBJECT TO THE OTHER PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER, IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR LOST PROFITS OR CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, RESULTING FROM OR RELATING TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT OR OTHERWISE.

6.3 Indemnification Procedures. The indemnification obligations under Sections 6.1(a) and 6.1(b) are conditioned upon the Party entitled to indemnification hereunder (an “Indemnified Party”) promptly notifying in writing the Party required to provide indemnification hereunder (the “Indemnifying Party”) after learning of any damages subject to indemnity hereunder; provided that the failure to promptly notify the Indemnifying Party shall not limit or impair the Indemnified Party’s right to indemnification hereunder except to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party may, in its sole discretion and at its own expense, assume control of the defense of such claim with counsel reasonably acceptable to the Indemnified Party; provided that the Indemnifying Party must conduct its defense reasonably diligently thereafter, including in order to preserve its rights in this regard; provided, further, that the Indemnifying Party shall not be entitled to assume the control and defense of such claim, and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party, if (i) such claim is a criminal proceeding or otherwise involved alleged criminal conduct by an Indemnified Party or (ii) such claim seeks an injunction or equitable relief against an Indemnified Party. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party, subject to the Indemnifying Party’s reimbursement of the Indemnified Party’s reasonably incurred and documented out-of-pocket expenses in so doing. For any claim subject to indemnification under Sections 6.1(a) or 6.1(b) for which the Indemnifying Party has assumed control of the defense, the Indemnified Party may choose to be separately represented at its own expense; provided that (a) the Indemnified Party shall be entitled to be separately represented at the Indemnifying Party’s expense if in the reasonable opinion of counsel to the Indemnified Party, a material conflict or potential material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable, and (b) if the Indemnifying Party has not acknowledged its obligation to defend such claim or does not diligently defend the Indemnified Party with counsel reasonably acceptable to the Indemnified Party, such Indemnified Party shall have the right to retain counsel, the cost of which shall be subject to the indemnification provisions of Section 6.1(a) or Section 6.1(b), as applicable. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned), enter into any settlement (i) that does not include as a term thereof the giving by the person asserting such claim to all Indemnified Parties of a release from all liability with respect to such claim or consent to entry of any judgment or (ii) that provides for any relief other than the payment of monetary damages subject to the right to indemnity therefor pursuant to this Agreement.

6.4 No Representations. NEITHER PROVIDER NOR ANY OF ITS AFFILIATES MAKES, AND PROVIDER HEREBY DISCLAIMS, ANY EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES OR GUARANTEES WITH RESPECT TO THIS AGREEMENT OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, NO STATUTORY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT APPLIES TO THE SERVICES.

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6.5 Third Parties. Notwithstanding anything to the contrary herein, with respect to any Services that involve third-party software, hardware, technology or data; or software, hardware, technology, or data providers; network service and communications providers; marketing providers; third-party auditors; banking or other financial institutions; or payroll processors or benefits providers, Provider is not responsible for any failures to perform any Service to the extent it is provided by such third party or for any damages attributable to any such third party or Services, except to the extent due to the knowing and intentional actions of Provider. Provider shall use commercially reasonable efforts to enforce for Company’s ratable benefit Provider’s rights and remedies against each such third party, including in the event of any breach by such third party and with respect to any indemnification or similar obligations of such third party.

7. Miscellaneous

7.1 Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the national mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other internationally recognized overnight delivery service or (d) when delivered by facsimile (solely if receipt is confirmed) or email (so long as the sender of such email does not receive an automatic reply from the recipient’s email server indicating that the recipient did not receive such email), addressed as follows (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.1):

If to Company:

CLEH, Inc.

100 Federal Street

Boston, MA 02110

Attention:  Damien Philibert-Pollez

Email: [email protected]

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Attention:  Adam O. Emmerich, John L. Robinson

Email:    [email protected]

    [email protected]

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If to Provider:

Enviri II Corporation

Two Logan Square

100 North 18^th Street, Suite 1700

Philadelphia, PA 19103

Attention:  Joshua Zalasky, Blake Jones

Email:  [email protected]

 [email protected]

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Attention: Philip Richter; Maxwell Yim

Email: [email protected]

     [email protected]

7.2 Amendments and Waivers.

(a) Any Party may, at any time prior to the Closing, by action taken by its board of directors, or officers thereunto duly authorized, waive any of the terms or conditions of this Agreement or agree to an amendment or modification to this Agreement by a duly executed agreement in writing. No waiver by any of the Parties of any breach hereunder shall be deemed to extend to any prior or subsequent breach hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No waiver by any of the Parties of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the Party sought to be charged with such waiver.

(b) This Agreement may be amended or modified, in whole or in part, only by a duly authorized agreement in writing executed by the Parties which makes reference to this Agreement.

7.3 Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such cost or expense.

7.4 Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Except as expressly set forth in Section 6.1, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the Parties hereto and their respective successors and permitted assigns. No Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other Party hereto, and any purported assignment, delegation or other transfer of such rights or obligations in violation of this provision shall be null and void. Notwithstanding the foregoing, either Party may, upon written notice to the other Party, without consent, (a) assign its rights and obligations under this Agreement to an Affiliate or Subsidiary of such Party, (b) designate one or more of its Affiliates to perform its obligations hereunder, or (c) assign its rights and obligations under this Agreement to any Person that acquires all or substantially all of the assets of such Party.

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7.5 Governing Law. This Agreement, and all claims, disputes, controversies or causes of action (whether in contract, tort, equity or otherwise) that may be based upon, arise out of or relate to this Agreement (including any schedule or exhibit hereto) or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Each of the Parties agrees that any Action related to this Agreement shall be brought exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law, exclusive jurisdiction over such matter is vested in the federal courts, any federal court in the State of Delaware and any appellate court from any thereof (the “Chosen Courts”). By executing and delivering this Agreement, each of the Parties irrevocably: (a) accepts generally and unconditionally submits to the exclusive jurisdiction of the Chosen Courts for any Action relating to this Agreement; (b) waives any objections which such party may now or hereafter have to the laying of venue of any such Action contemplated by this Section 7.5 and hereby further irrevocably waives and agrees not to plead or claim that any such Action has been brought in an inconvenient forum; (c) agrees that it will not attempt to deny or defeat the personal jurisdiction of the Chosen Courts by motion or other request for leave from any such court; (d) agrees that it will not bring any Action contemplated by this Section 7.5 in any court other than the Chosen Courts; (e) agrees that service of all process, including the summons and complaint, in any Action may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 7.1 or in any other manner permitted by Law; and (f) agrees that service as provided in the preceding clause (e) is sufficient to confer personal jurisdiction over such party in the Action, and otherwise constitutes effective and binding service in every respect. Each of the parties hereto agrees that a final judgment in any Action in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and each party further agrees to the non-exclusive jurisdiction of the Chosen Courts for the enforcement or execution of any such judgment.

7.6 Waiver of Jury Trial. THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING IN ANY COURT RELATING TO ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT (INCLUDING ANY SCHEDULE OR EXHIBIT HERETO AND THERETO) OR THE BREACH, TERMINATION OR VALIDITY OF SUCH AGREEMENTS OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF SUCH AGREEMENTS. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS

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AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

7.7 Counterparts. This Agreement may be executed in two or more counterparts (including by electronic or .pdf transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of any signature page by facsimile, electronic or .pdf transmission shall be binding to the same extent as an original signature page.

7.8 Entire Agreement. This Agreement, the Merger Agreement and the other Transaction Documents constitute the entire agreement between the Parties with respect to the subject-matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the Parties with respect to the subject-matter hereof and thereof.

7.9 Severability. If any provision of this Agreement, or the application of any such provision to any Person or circumstance, shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties.

7.10 Independent Contractor. Nothing contained in this Agreement shall be construed to create the relationship of joint venture or partnership among Provider and Company. Provider is an independent contractor and shall be free, subject to the terms and conditions of this Agreement, to exercise judgment and discretion with regard to the conduct of business.

7.11 Headings. The headings contained in this Agreement are inserted for convenience only and shall not be considered in interpreting or construing any of the provisions contained in this Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.

[Signature Page to Transition Services Agreement]

SCHEDULE A

SERVICES

Sch-A

SCHEDULE B

EXCLUDED SERVICES

Sch-B

SCHEDULE C

SERVICE COORDINATORS AND

TSA MANAGEMENT COMMITTEE

Sch-C

EXHIBIT 1

CLEAN EARTH INCIDENT MANAGEMENT PROCESS ADDENDUM

Exh-1

EXHIBIT 2

DATA PROCESSING ADDENDUM

Exh-2

Exhibit 10.2

Execution Version

JOINDER AGREEMENT

JOINDER AGREEMENT (this “Agreement”), dated as of June 1, 2026, between Enviri II Corporation, a Delaware corporation (the “Company”), and Bank of America, N.A., as Administrative Agent and Collateral Agent (the “Agent”).

WHEREAS, Enviri Corporation (F/K/A Harsco Corporation) (“Enviri”), the Issuing Lenders named therein, the Lenders party thereto, the other parties party thereto and the Agent are parties to the Third Amended and Restated Credit Agreement, dated as of November 2, 2016 (as amended, modified, extended or restated from time to time, the “Credit Agreement”);

WHEREAS, Enviri, the Guarantors party thereto and the Agent, are parties to the Guarantee and Collateral Agreement, dated as of December 2, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) under which Enviri and the Guarantors secure their respective obligations under the Credit Agreement and the other Loan Documents (the “Obligations”);

WHEREAS, on the date hereof, the Permitted Clean Earth Distribution Transactions have been consummated;

WHEREAS, the Company desires to become (i) a “Borrower” under the Credit Agreement and (ii) a party to the Guarantee and Collateral Agreement as a Grantor thereunder; and

WHEREAS, terms defined in the Credit Agreement and Guarantee and Collateral Agreement (or whose definitions are incorporated by reference in Section 1 of the Guarantee and Collateral Agreement) and not otherwise defined herein have, as used herein, the respective meanings provided for therein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. New Borrower. The parties hereto acknowledge and agree that the Company by its signature below becomes a Borrower under the Credit Agreement to the extent described therein. The Company hereby (i) unconditionally and irrevocably, guarantees to the Collateral Agent, for the ratable benefit of the Secured Parties and their respective successors and permitted assigns, the prompt and complete payment and performance and when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (other than wish respect to its own Obligations) and (ii) agrees to be bound by all of the provisions of the Credit Agreement and the other Loan Documents applicable to it as a Borrower thereunder on and after giving effect to this Agreement, and effective on the date hereof, become a party to the Credit Agreement as a Borrower with the same effect and force as if it were an original signatory to the Credit Agreement as a Borrower, in each case to the extent described therein. All references to any “Borrower” in the Credit Agreement and in the other Loan Documents shall be deemed to include the Company.

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2. Grantor. The Company acknowledges that, by signing this Agreement, the Company becomes a “Grantor” and “Guarantor” for all purposes of the Guarantee and Collateral Agreement and that its obligations under the foregoing secured guarantee in paragraph 1 above are subject to all the provisions of the Guarantee and Collateral Agreement applicable to the obligations of a “Guarantor” and “Grantor” thereunder.

3. Grant of Security Interest. The Company hereby collaterally assigns to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing security interest in all Collateral owned by the Company as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

4. Delivery of Collateral. Concurrently with delivering this Agreement to the Collateral Agent, the Company is complying with the provisions of Article 5 of the Guarantee and Collateral Agreement with respect to Investment Property, in each case if and to the extent included in the Collateral owned by such Grantor at such time.

5. Party to Guarantee and Collateral Agreement. Upon delivering this Agreement to the Collateral Agent, the Company will become a party to the Guarantee and Collateral Agreement and will thereafter have all the rights and obligations of a Grantor thereunder and be bound by all the provisions thereof as fully as if the Company were one of the original parties thereto.

6. Representations and Warranties. (a) The Company is duly organized, validly existing and in good standing under the laws of Delaware.

(b) Each of the representations and warranties set forth in Article IV of the Guarantee and Collateral Agreement is true as applied to the Company and the Collateral owned by it. For purposes of the foregoing sentence, references in said Sections to a “Grantor” shall be deemed to refer to the Company, references to Schedules to the Guarantee and Collateral Agreement shall be deemed to refer to the corresponding Schedules to this Agreement, references to “Collateral” shall be deemed to refer to the Collateral owned by the Company, and references to the “Closing Date” shall be deemed to refer to the date of this Agreement.

(c) Each of the representations and warranties set forth in Article IV of the Credit Agreement are true and correct in all material respects on the date hereof as if made on and as of the date hereof and no Default has occurred and is continuing on the date hereof.

7. Joint and Several Liability. The Company and each existing Borrower under the Credit Agreement (for the purposes of this paragraph 7, the “Existing Borrowers”) shall be liable for all amounts due to the Administrative Agent and/or any Lender from the Company or any Existing Borrower under the Credit Agreement, regardless of which of the Company or any Existing Borrower actually receives Loans or the amount of Loans received by the Company or any Existing Borrower or the manner in which the Administrative Agent and/or such Lender accounts for Loans on its books and records (without limiting the foregoing, the Company and each Existing Borrower shall be liable for Loans made to the Company and any other Existing Borrower). Each of the Company’s and each Existing Borrower’s obligations with respect to Loans made to it, and the obligations arising as a result of the joint and several liability under the Credit Agreement, with respect to Loans made to the Borrower or any Existing Borrower under the Credit Agreement, shall be separate and distinct obligations, but all such obligations shall be primary obligations of the Company or any Existing Borrower, as the case may be.

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8. Certain Limitations. The provisions set forth in Section 1.07 of the Credit Agreement shall apply to this Agreement, mutatis mutandis.

9. Governing Law. THIS GUARANTEE AND COLLATERAL AGREEMENT SUPPLEMENT AND BORROWER DESIGNATION AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW OR OTHERWISE ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

[Signature pages follow]

3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

[Signature Page to Joinder Agreement]

Schedule 1

to Joinder Agreement

INVESTMENT PROPERTY

(other than Equity Interests in Subsidiaries and Affiliates)

OWNED BY GRANTOR

PART 1 — Pledged Stock

None.

PART 2 — Pledged Notes

None.

Schedule 2

to Joinder Agreement

Commercial Tort Claims

None.

Schedule 3

to Joinder Agreement

Perfection Matters

Uniform Commercial Code Filings

Filing of an appropriate UCC-1 financing statement with the Secretary of State of the State of Delaware.

Schedule 4

to Joinder Agreement

Intellectual Property

None.

Exhibit 10.3

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT is made as of the ___ day of _____, by and between Enviri II Corporation, a Delaware corporation (the “Corporation”), and the individual whose name appears on the signature page hereof (such individual being referred to herein as the “Indemnified Representative” and, together with other persons who may execute similar agreements, as “Indemnified Representatives”).

WHEREAS, the Indemnified Representative currently is and will be in the future serving in one or more capacities as a director, officer, employee, or agent of the Corporation or, at the request of the Corporation, as a director, officer, employee, agent fiduciary, or trustee of, or in a similar capacity for, another corporation, partnership, joint venture, trust, employee benefit plan, or other entity, and in so doing is and will be performing a valuable service to or on behalf of the Corporation;

WHEREAS, the Board of Directors of the Corporation has determined that, in order to attract and retain qualified individuals, the Corporation will utilize commercially reasonable efforts to maintain, at its sole expense, liability insurance to protect persons serving the Corporation and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and wide-spread practice among United States-based corporations and other business enterprises, the Corporation believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Corporation or business enterprise itself;

WHEREAS, the Indemnified Representative is willing to continue to serve and to undertake additional duties and responsibilities for and on behalf of the Corporation on the condition that he be indemnified contractually by the Corporation; and

WHEREAS, as an inducement to the Indemnified Representative to continue to serve the Corporation, and in consideration for such continued service, the Corporation has agreed to indemnify the Indemnified Representative upon the terms set forth herein.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound hereby, the Corporation and the Indemnified Representative agree as follows:

1. Agreement To Serve. The Indemnified Representative agrees to serve or continue to serve for or on behalf of the Corporation in each Official Capacity (as hereinafter defined) held now or in the future for so long as the Indemnified Representative is duly elected or appointed or until such time as the Indemnified Representative tenders a resignation in writing. This Agreement shall not be deemed an employment contract between the Corporation or any of its subsidiaries and any Indemnified Representative who is an employee of the Corporation or any of its subsidiaries. The Indemnified Representative specifically acknowledges that the Indemnified Representative’s employment with the Corporation or any of its subsidiaries, if any, is at will, and that the Indemnified Representative may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between the Indemnified Representative and the Corporation or any of its subsidiaries, other applicable formal severance policies duly adopted by the board of directors of the Indemnified Representative’s employer, or, with respect to service as a Director of the Corporation, by the Corporation’s Certificate of Incorporation, By-Laws, and the Delaware General Corporation Law. The foregoing notwithstanding, this Agreement shall continue in force after the Indemnified Representative has ceased to serve in any Official Capacity for or on behalf of the Corporation or any of its subsidiaries.

2. Indemnification.

(a) Except as provided in Sections 3 and 5 hereof, the Corporation shall indemnify the Indemnified Representative against any Liability (as hereinafter defined) incurred by or assessed against the Indemnified Representative in connection with any Proceeding (as hereinafter defined) in which the Indemnified Representative may be involved, as a party or otherwise, by reason of the fact that the Indemnified

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Representative is or was serving in any Official Capacity held now or in the future, including, without limitation, any Liability resulting from actual or alleged breach or neglect of duty, error, misstatement, misleading statement, omission, negligence, act giving rise to strict or product liability, act giving rise to liability for environmental contamination, or other act or omission, whether occurring prior to or after the date of this Agreement. As used in this Agreement:

(i) “Liability” means any damage, judgment, amount paid in settlement, fine, penalty, punitive damage, or expense of any nature (including attorneys’ fees and expenses);

(ii) “Proceeding” means any threatened, pending, or completed action, suit, appeal, arbitration, or other proceeding of any nature, whether civil, criminal, administrative, or investigative, whether formal or informal, and whether brought by or in the right of the Corporation, a class of its security holders, or any other party; and

(iii) “Official Capacity” means service to the Corporation as a director, officer, employee, or agent or, at the request of the Corporation, as a director, officer, employee, agent, fiduciary, or trustee of, or in a similar capacity for, another corporation, partnership, joint venture, trust, employee benefit plan (including a plan qualified under the Employee Retirement Income Security Act of 1974), or other entity.

(b) Notwithstanding Section 2(a) hereof, except for a Proceeding brought pursuant to Section 5(d) of this Agreement, the Corporation shall not indemnify the Indemnified Representative under this Agreement for any Liability incurred in a Proceeding initiated by the Indemnified Representative unless the Proceeding is authorized, either before or after commencement of the Proceeding, by the majority vote of a quorum of the Board of Directors of the Corporation. An affirmative defense or counterclaim of an Indemnified Representative shall not be deemed to constitute a Proceeding initiated by the Indemnified Representative.

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3. Exclusions.

(a) The Corporation shall not be liable under this Agreement to make any payment in connection with any Liability incurred by the Indemnified Representative:

(i) to the extent payment for such Liability is made to the Indemnified Representative under an insurance policy obtained by the Corporation;

(ii) to the extent payment is made to the Indemnified Representative for such Liability by the Corporation under its Certificate of Incorporation, By-Laws, the Delaware General Corporation Law, or otherwise than pursuant to this Agreement;

(iii) to the extent such Liability is determined in a final determination pursuant to Section 5(d) hereof to be based upon or attributable to the Indemnified Representative gaining any personal profit to which such Indemnified Representative was not legally entitled;

(iv) for any claim by or on behalf of the Corporation for recovery of profits resulting from the purchase and sale or sale and purchase by such Indemnified Representative of equity securities of the Corporation pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended;

(v) for which the conduct of the Indemnified Representative has been determined in a final determination pursuant to Section 5(d) hereof to constitute bad faith or active and deliberate dishonesty, in either such case material to the cause of action or claim at issue in the Proceeding; or

(vi) to the extent such indemnification has been determined in a final determination pursuant to Section 5(d) hereof to be unlawful.

(b) Any act, omission, liability, knowledge, or other fact of or relating to any other person, including any other person who is also an Indemnified Representative, shall not be imputed to the Indemnified Representative for the purposes of determining the applicability of any exclusion set forth herein.

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(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnified Representative is not entitled to indemnification under this Agreement.

4. Advancement of Expenses. The Corporation shall pay any Liability in the nature of an expense (including attorneys’ fees and expenses) incurred in good faith by the Indemnified Representative in advance of the final disposition of a Proceeding within thirty (30) days of receipt of a demand for payment by the Indemnified Representative; provided, however, that the Indemnified Representative shall repay such amount if it shall ultimately be determined, pursuant to Section 5(d) hereof, that the Indemnified Representative is not entitled to be indemnified by the Corporation pursuant to this Agreement. The financial ability of the Indemnified Representative to repay an advance shall not be a prerequisite to the making of such advance.

5. Indemnification Procedure.

(a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise.

(b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been

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authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding.

(c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld.

(d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association

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before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Cumberland County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction.

(e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

6. Contribution. If the indemnification provided for in this Agreement is unavailable for any reason to hold harmless an Indemnified Representative in respect of any Liability or portion thereof, the Corporation shall contribute to such Liability or portion thereof in such proportion as is appropriate to reflect the relative benefits received by the Corporation and the Indemnified Representative from the transaction giving rise to the Liability.

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7. Non-Exclusivity. The rights granted to the Indemnified Representative pursuant to this Agreement shall not be deemed exclusive of any other rights to which the Indemnified Representative may be entitled under statute, the provisions of any certificate of incorporation, by-laws, or agreement, a vote of stockholders or directors, or otherwise, both as to action in an Official Capacity and in any other capacity.

8. Reliance on Provisions. The Indemnified Representative shall be deemed to be acting in any Official Capacity in reliance upon the rights of indemnification provided by this Agreement. Without limiting the generality of the foregoing, the Corporation and the Indemnified Representative acknowledge the existence of Article X of the Corporation’s Amended and Restated Bylaws as adopted by the Board of Directors on _______, and confirm that the Indemnified Representative is also acting in reliance thereon.

9. Severability and Reformation. Any provision of this Agreement which is determined to be invalid or unenforceable in any jurisdiction or under any circumstance shall be ineffective only to the extent of such invalidity or unenforceability and shall be deemed reformed to the extent necessary to conform to the applicable law of such jurisdiction and still give maximum effect to the intent of the parties hereto. Any such determination shall not invalidate or render unenforceable the remaining provisions hereof and shall not invalidate or render unenforceable such provision in any other jurisdiction or under any other circumstances.

10. Notices. Any notice, claim, request, or demand required or permitted hereunder shall be in writing and shall be deemed given if delivered personally or sent by telegram or by registered or certified mail, first class, postage prepaid: (i) if to the Corporation, to Enviri II Corporation, 100-120 North 18th Street, 17th Floor, Philadelphia, Pennsylvania 19103, Attention: Corporate Secretary, or (ii) if to any Indemnified Representative, to the address of such Indemnified Representative listed on the signature page hereof, or to such other address as any party hereto shall have specified in a notice duly given in accordance with this Section 10.

11. Amendments; Binding Effect. No amendment, modification, termination, or cancellation of this Agreement shall be effective as to the Indemnified Representative unless signed in writing by the Corporation and the Indemnified Representative. This Agreement shall be binding upon the Corporation and its successors and assigns and shall inure to the benefit of the Indemnified Representative’s heirs, executors, administrators, and personal representatives.

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12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions thereof.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first set forth above.

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Exhibit 99.1

FOR IMMEDIATE RELEASE

New Enviri Launches as Standalone Public Company; Sale of Clean Earth Completed

PHILADELPHIA (June 1, 2026) — Enviri II Corporation (“New Enviri” or the “Company” NYSE: NVRI WI) today announced the completion of its spin-off as a standalone publicly traded company, immediately prior to the sale of Clean Earth to Veolia Environnement SA (“Veolia”). New Enviri is led by Russell Hochman, President and Chief Executive Officer.

New Enviri is a market-leading, global provider of environmental solutions for industrial waste streams and innovative equipment and technology for the rail sector. The Company has strong positions in attractive industrial and infrastructure markets, a healthy balance sheet, and a focused strategy to drive improved earnings and cash flow. It operates through its two segments, Harsco Environmental and Harsco Rail. Harsco Environmental is expected to benefit from a steel market recovery, selective growth investments, and continued actions to simplify the business, reduce costs and drive operational excellence. At Rail, the Company is executing a disciplined turnaround plan centered on operational improvement, right-sizing its cost structure, growing its core equipment and aftermarket businesses and de-risking its legacy ETO contracts.

“We are excited to have New Enviri begin this next chapter with a renewed focus on serving our customers and maximizing value for shareholders through disciplined execution and capital allocation,” said Russell Hochman, President and CEO of New Enviri. “There are exciting opportunities to enhance the earnings potential of Harsco Environmental and Harsco Rail as we implement various internal self-help initiatives and markets recover. I would also like to thank our employees and stakeholders for their ongoing support as we build a stronger company for the future.”

New Enviri Financial Highlights

On June 2, 2026, New Enviri common stock will begin Regular Way trading on the New York Stock Exchange (“NYSE”) under the ticker “NVRI,” and it will be renamed “Enviri Corporation.”

Enviri previously announced its intent to separate its Harsco Environmental and Harsco Rail businesses, as New Enviri, into an independent, publicly traded company in connection with the sale of Clean Earth to Veolia on November 21, 2025. Enviri shareholders are receiving one share of New Enviri common stock for every three shares of Enviri common stock and $15.00 per share in cash in connection with the closing of the Clean Earth sale.

Advisors

BofA Securities and Jefferies LLC served as financial advisors, and Fried, Frank, Harris, Shriver & Jacobson LLP served as legal counsel to Enviri. Joele Frank, Wilkinson Brimmer Katcher served as strategic communications advisor.

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About Enviri

Enviri is a global market leader providing environmental and operational solutions to the metal and rail industries. Based in Philadelphia, Pennsylvania, and operating in more than 30 countries, the company leverages over 170 years of industrial expertise to help customers improve operational performance, recover value from byproducts, enhance sustainability, and maintain critical infrastructure. Enviri’s divisions, Harsco Environmental and Harsco Rail, combine deep operational capabilities with innovative technologies and global scale to deliver long-term value for customers, communities, and shareholders. Learn more at enviri.com.

Forward-Looking Statements

The nature of the Company’s business, together with the number of countries in which it operates, subject it to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. In accordance with the “safe harbor” provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, the Company provides the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the results contemplated by forward-looking statements, including the expectations and assumptions expressed or implied herein. Forward looking statements contained herein could include, among other things, statements about management’s confidence in and strategies for performance; expectations for new and existing products, technologies and opportunities; and expectations regarding New Enviri’s growth, sales, cash flows, earnings and debt, including expected 2026 pro forma revenue and Adjusted EBITDA. Forward-looking statements can be identified by the use of such terms as “may,” “could,” “expect,” “anticipate,” “intend,” “believe,” “likely,” “estimate,” “outlook,” “plan,” “contemplate,” “project,” “target” or other comparable terms.

Factors that could cause actual results to differ, perhaps materially, from those implied by forward-looking statements include, but are not limited to: (1) the Company’s inability to effectively implement its business strategy and improvement initiatives and realize the expected benefits therefrom; (2) the Company’s ability to successfully enter into new contracts ; (3) the Company’s inability to comply with applicable environmental and safety laws and regulations; (4) the Company’s inability to obtain, renew, or maintain compliance with its operating permits or license agreements; (5) various economic, business, and regulatory risks associated with the industries in which the Company operates; (6) the seasonal nature of the Company’s business; (7) risks caused by customer concentration, fixed price and long-term customer contracts, especially those related to complex engineered equipment, and the competitive nature of the industries in which the Company operates; (8) the outcome of any disputes with customers, contractors and subcontractors; (9) the financial condition of the Company’s customers, including the ability of customers (especially those that may be highly leveraged or have inadequate liquidity) to maintain their credit availability; (10) higher than expected claims under the Company’s insurance policies, or losses that are uninsurable or that exceed existing insurance coverage; (11) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs; (12) the Company’s ability to effectively retain key management and employees, including due to unanticipated changes to demand for the Company’s services, disruptions associated with labor disputes, and increased operating costs associated with union organizations; (13) the Company’s inability or failure to protect its intellectual property rights from infringement in one or more of the many countries in which the Company operates; (14) failure to effectively prevent, detect or recover from breaches in the Company’s cybersecurity infrastructure; (15) changes in the worldwide business environment in which the Company operates, including changes in general economic and industry conditions and cyclical slowdowns impacting the steel and aluminum industries; (16) fluctuations in exchange rates between the U.S. dollar and other currencies in which the Company conducts business; (17) unforeseen business disruptions in one or more of the many countries in which the Company operates due to changes in economic conditions, changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards and amounts; political instability, civil disobedience, armed hostilities,

public health issues or other calamities; (18) liability for and implementation of environmental remediation matters; (19) product liability and warranty claims associated with the Company’s operations; (20) the Company’s ability to comply with financial covenants and obligations to financial counterparties; (21) the Company’s outstanding indebtedness and exposure to derivative financial instruments that may be impacted by, among other factors, changes in interest rates; (22) tax liabilities and changes in tax laws; (23) changes in the performance of equity and bond markets that could affect, among other things, the valuation of the assets in the Company’s pension plans and the accounting for pension assets, liabilities and expenses; (24) risk and uncertainty associated with intangible assets; and the other risk factors listed from time to time in the Company’s SEC reports. A further discussion of these, along with other potential risk factors, can be found in the “Risk Factors” section of the Company’s Information Statement, dated May 8, 2026, included as an Exhibit to the Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on May 11, 2026, as updated by subsequent periodic and current reports filed by the Company with the Securities and Exchange Commission. The Company cautions that these factors may not be exhaustive and that many of these factors are beyond the Company’s ability to control or predict. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. The Company undertakes no duty to update forward-looking statements except as may be required by law.

NEW ENVIRI

RECONCILIATION OF PROFORMA PROJECTED ADJUSTED EBITDA BY SEGMENT USING MID-RANGE POINTS FOR EACH TO PROFORMA PROJECTED OPERATING INCOME (LOSS) BY SEGMENT (a)

(Unaudited)