Ryan Specialty Holdings, Inc 8-K, filed Jun 4, 2025
Ryan Specialty Holdings, Inc. (RYAN)
8-K
2025-06-04
For: 2025-05-30
View Original
Added on
April 08, 2026
About this 8-K
Ryan Specialty Holdings, Inc filed this 8-K on June 4, 2025, reporting on events of May 30, 2025.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 2025
____________________
(Exact name of Registrant as Specified in Its Charter)
____________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 312 784-6001
(Former Name or Former Address, if Changed Since Last Report)
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. o
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 and Item 5.07 of this Current
Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 30, 2025, Ryan Specialty Holdings, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the
“Annual Meeting”). At the Annual Meeting the stockholders voted to amend the Company’s Amended and Restated
Certificate of Incorporation, as amended (the “Certificate”), to:
•approve an amendment to the Certificate to declassify the Board of Directors (the “Board”) and phase-in annual
director elections;
•approve an amendment to the Certificate to replace the plurality voting standard with a majority voting standard in
uncontested director elections;
•approve an amendment to the Certificate to eliminate the springing supermajority voting standard with respect to
the removal of a director from the Board thereby retaining stockholders' power to remove directors, with or
without cause, by a majority standard;
•approve an amendment to the Certificate to provide for a specific outside date, September 30, 2029, by which the
ten-to-one vote disparity of the Class B common stock to the Class A common stock will sunset;
•approve an amendment to the Certificate to provide stockholders with the ability to take action by written consent;
•approve an amendment to the Certificate to provide stockholders with the ability to call special meetings of
stockholders;
•approve an amendment to the Certificate to eliminate the springing supermajority voting standard with respect to
the amendment of the Company's bylaws and certain provisions of the Company's certificate of incorporation,
thereby retaining the majority standard;
•approve an amendment to the Certificate to provide for the exculpation of certain officers of the Company to the
fullest extent provided under Delaware law; and
•approve certain non-substantive amendments to the Certificate to reflect the previous name change, remove the
initial number of directors, eliminate obsolete provisions and incorporate other administrative modifications as set
forth in the Certificate.
Detailed descriptions of the foregoing amendments to the Certificate were set forth in management proposals two through
ten in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on
April 17, 2025 (the “Proxy Statement”), which descriptions are incorporated herein by reference and are qualified in their
entirety by reference to the full text of the Company’s Amended and Restated Certificate of Incorporation filed herewith as
Exhibit 3.1. These amendments to the Certificate became effective upon filing the Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware on May 30, 2025.
Additionally, the Board approved an amendment and restatement of the Company’s bylaws (the “Bylaws”), which became
effective concurrently with the effectiveness of the Certificate. The Bylaws were amended and restated to:
•adopt qualifications and procedures specifying the ownership percentage and information requirements that a
stockholder or stockholders must provide to exercise their right to call a special meeting;
•implement a majority voting standard for the election of directors in uncontested director elections, with a
plurality voting standard applying to contested director elections;
•adopt a market standard resignation policy with respect to director nominees consistent with the majority voting
standard, so that an incumbent director who does not receive the requisite affirmative majority of the votes cast for
his or her re-election will be required to promptly tender his or her resignation to the Board, subject to acceptance
by the Board; and
•Make certain conforming and administrative changes.
The foregoing description of the Bylaws is qualified in its entirety by reference to, and should be read in conjunction with,
the complete text of the Bylaws, which is attached to this Current Report on Form 8-K as Exhibit 3.2, the terms of which
are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, at which a quorum was present, the stockholders of the Company voted on the following
proposals:
Proposal 1 - Election of Directors
The following nominees were elected to the Company’s Board to hold office for terms to expire upon the annual meeting
of stockholders to be held in 2028 or until their successors are elected and qualified, or until their earlier death, resignation
or removal. The votes cast at the Annual Meeting were as follows:
Nominee | For | Withheld | Broker Non-Votes | |||
Henry S. Bienen, Ph.D. | 1,300,229,739 | 9,388,734 | 13,811,775 | |||
Michael D. O'Halleran | 1,246,555,394 | 63,063,079 | 13,811,775 | |||
Timothy W. Turner | 1,308,388,723 | 1,229,750 | 13,811,775 | |||
Patrick G. Ryan, Jr. | 1,306,842,601 | 2,775,872 | 13,811,775 |
Proposal 2 - Approval of an amendment to the Certificate to declassify the Board and phase-in annual director elections
The proposal to amend the Certificate to declassify the Board and phase-in annual director elections has been approved.
The votes cast at the Annual Meeting were as follows:
For | Against | Abstain | Broker Non-Votes | |||
1,309,574,820 | 10,144 | 33,509 | 13,811,775 |
Proposal 3 - Approval of an amendment to the Certificate to replace the plurality voting standard with a majority voting
standard in uncontested director elections
The proposal to amend the Certificate to replace the plurality voting standard with a majority voting standard in
uncontested director elections has been approved. The votes cast at the Annual Meeting were as follows:
For | Against | Abstain | Broker Non-Votes | |||
1,309,583,164 | 23,035 | 12,274 | 13,811,775 |
Proposal 4 - Approval of an amendment to the Certificate to eliminate the springing supermajority voting standard with
respect to the removal of a director from the Board thereby retaining stockholders' power to remove directors, with or
without cause, by a majority standard
The proposal to amend the Certificate to eliminate the springing supermajority voting standard with respect to the removal
of a director from the Board has been approved. The votes cast at the Annual Meeting were as follows:
For | Against | Abstain | Broker Non-Votes | |||
1,309,550,332 | 60,828 | 7,313 | 13,811,775 |
Proposal 5 - Approval of an amendment to the Certificate to provide for a specific outside date, September 30, 2029, by
which the ten-to-one vote disparity of the Class B common stock to the Class A common stock will sunset
The proposal to amend the Certificate to provide for a specific outside date, September 30, 2029, by which the ten-to-one
vote disparity of the Class B common stock to the Class A common stock will sunset has been approved. The votes cast at
the Annual Meeting were as follows:
For | Against | Abstain | Broker Non-Votes | |||
1,309,529,365 | 15,592 | 73,516 | 13,811,775 |
Proposal 6 - Approval of an amendment to the Certificate to provide stockholders with the ability to take action by
written consent
The proposal to amend the Certificate to provide stockholders with the ability to take action by written consent has been
approved. The votes cast at the Annual Meeting were as follows:
For | Against | Abstain | Broker Non-Votes | |||
1,297,994,682 | 11,590,645 | 33,146 | 13,811,775 |
Proposal 7 - Approval of an amendment to the Certificate to provide stockholders with the ability to call special meetings
of stockholders
The proposal to amend the Certificate to provide stockholders with the ability to call special meetings of stockholders has
been approved. The votes cast at the Annual Meeting were as follows:
For | Against | Abstain | Broker Non-Votes | |||
1,309,150,973 | 434,117 | 33,383 | 13,811,775 |
Proposal 8 - Approval of an amendment to the Certificate to eliminate the springing supermajority voting standard with
respect to the amendment of the Company's bylaws and certain provisions of the Company's certificate of incorporation,
thereby retaining the majority standard
The proposal to amend the Certificate to eliminate the springing supermajority voting standard with respect to the
amendment of the Company's bylaws and certain provisions of the Company's certificate of incorporation has been
approved. The votes cast at the Annual Meeting were as follows:
For | Against | Abstain | Broker Non-Votes | |||
1,309,536,426 | 71,930 | 10,117 | 13,811,775 |
Proposal 9 - Approval of an amendment to the Certificate to provide for the exculpation of certain officers of the
Company to the fullest extent provided under Delaware law
The proposal to amend the Certificate to provide for the exculpation of certain officers of the Company to the fullest extent
provided under Delaware law has been approved. The votes cast at the Annual Meeting were as follows:
For | Against | Abstain | Broker Non-Votes | |||
1,266,433,870 | 43,147,443 | 37,160 | 13,811,775 |
Proposal 10 - Approval of certain non-substantive amendments to the Certificate to reflect the previous name change,
remove the initial number of directors, eliminate obsolete provisions and incorporate other administrative modifications
as set forth in the Certificate
The proposal to amend the Certificate to reflect the previous name change, remove the initial number of directors, eliminate
obsolete provisions and incorporate other administrative modifications as set forth in the Certificate has been approved.
The votes cast at the Annual Meeting were as follows:
For | Against | Abstain | Broker Non-Votes | |||
1,309,527,219 | 9,242 | 82,012 | 13,811,775 |
Proposal 11 - Ratification of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2025 has been approved. The votes cast at the Annual Meeting
were as follows:
For | Against | Abstain | ||
1,322,783,452 | 577,712 | 69,084 |
Proposal 12 - Advisory Vote on Executive Compensation
The proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers has been
approved. The votes cast at the Annual Meeting were as follows:
For | Against | Abstain | Broker Non-Votes | |||
1,308,904,586 | 651,181 | 62,706 | 13,811,775 |
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are filed herewith:
Exhibit No. | Description of Exhibit | |
3.1 | ||
3.2 | ||
104 | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
RYAN SPECIALTY HOLDINGS, INC. (Registrant) | |||
Date: | June 3, 2025 | By: | /s/ Mark S. Katz |
Mark S. Katz Executive Vice President, General Counsel and Corporate Secretary |
Signature Page to Amended and Restated
Certificate of Incorporation of Ryan Specialty Holdings, Inc.
EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
RYAN SPECIALTY HOLDINGS, INC.
* * * * *
Timothy W. Turner, being the Chief Executive Officer of Ryan Specialty Holdings, Inc., a
corporation duly organized and existing under and by virtue of the General Corporation Law of the State
of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:
FIRST: The present name of the Corporation is Ryan Specialty Holdings, Inc. The Corporation
was incorporated under the name Maverick Specialty, Inc. by the filing of its original Certificate of
Incorporation with the Delaware Secretary of State on March 5, 2021, and changed its name to Ryan
Specialty Group Holdings, Inc. by the filing of its Amended Certificate of Incorporation with the
Delaware Secretary of State on May 11, 2021 (as amended, the “Certificate of Incorporation”). On June
3, 2022, the Corporation filed a Certificate of Amendment of Certificate of Incorporation to change its
name to Ryan Specialty Holdings, Inc. effective as of June 6, 2022.
SECOND: The Board of Directors of the Corporation, pursuant to a unanimous written consent,
adopted resolutions authorizing the Corporation to amend, integrate and restate the Certificate of
Incorporation of the Corporation in its entirety to read as set forth in Exhibit A attached hereto and made
a part hereof (the “Restated Certificate”).
THIRD: The Restated Certificate restates and integrates and further amends the Certificate of
Incorporation.
FOURTH: The stockholders of the Corporation have approved and adopted the Restated
Certificate in accordance with Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: The Restated Certificate has been duly adopted in accordance with Sections 242 and 245
of the General Corporation Law of the State of Delaware.
* * * * *
IN WITNESS WHEREOF, Ryan Specialty Holdings, Inc. has caused this Amended and Restated
Certificate of Incorporation to be executed by its duly authorized officer on this 30th day of May, 2025.
RYAN SPECIALTY HOLDINGS, INC. | ||
By: | /s/ Timothy W. Turner | |
Name: | Timothy W. Turner | |
Title: | Chief Executive Officer | |
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
RYAN SPECIALTY HOLDINGS, INC.
ARTICLE ONE
The name of the corporation is Ryan Specialty Holdings, Inc. (the “Corporation”).
ARTICLE TWO
The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such
address is The Corporation Trust Company.
ARTICLE THREE
The nature and purpose of the business of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of Delaware (“DGCL”).
ARTICLE FOUR
Section 1. Authorized Shares. The total number of shares of all three classes of capital stock which the Corporation
shall have authority to issue is 2,500,000,000 shares, consisting of:
1. 500,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”);
2. 1,000,000,000 shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”); and
3. 1,000,000,000 shares of Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”),
and together with the Class A Common Stock, the “Common Stock”).
The Preferred Stock and the Common Stock shall have the designations, rights, powers and preferences and the
qualifications, restrictions and limitations thereof, if any, set forth below.
Section 2. Preferred Stock. The Board of Directors of the Corporation (the “Board of Directors”) is authorized,
subject to limitations prescribed by law, to provide, by resolution or resolutions for the issuance of shares of
Preferred Stock in one or more series, and with respect to each series, to establish the number of shares to be
included in each such series, and to fix the voting powers (if any), designations, powers, preferences, and relative,
participating, optional or other special rights, if any, of the shares of each such series, and any qualifications,
limitations or restrictions thereof. The powers (including voting powers), preferences, and relative, participating,
optional and other special rights 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. Subject to the rights of the
holders of any series of Preferred Stock, the number of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the approval of the Board of Directors
and by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of
the Corporation entitled to vote generally in an election of directors, without the separate vote of the holders of the
Preferred Stock as a class, irrespective of the provisions of Section 242(b)(2) of the DGCL. No holder of shares of
Preferred Stock shall be entitled to preemptive or subscription rights other than as may be set forth in an agreement
to which the Corporation is a party.
Section 3. Common Stock.
(a) Voting Rights. Except as otherwise required by the DGCL or as provided by or pursuant to the provisions of this
Certificate of Incorporation (this “Restated Certificate”):
(i) Each holder of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock
held of record by such holder.
(ii) Each holder of Class B Common Stock shall initially be entitled to ten (10) votes for each share of Class B
Common Stock held of record by such holder. From and after the close of business on the date that is earliest of (i)
twelve (12) months following the date of the death or disability of Patrick G. Ryan, (ii) upon the first trading day on
or after such date as the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the
then-outstanding Class A Common Stock and Class B Common Stock, which, in either instance, may be extended to
eighteen (18) months upon affirmative approval of a majority of the independent directors of the Board of Directors
or (iii) September 30, 2029, each holder Class B Common Stock shall be entitled to one vote per share.
(iii) [Reserved].
(iv) Except as otherwise required in this Restated Certificate or by applicable law, the holders of Class A Common
Stock and Class B Common Stock shall vote together as a single class on all matters on which stockholders are
generally entitled to vote (and, if any holders of Preferred Stock are entitled to vote together with the holders of
Common Stock as a single class, with such holders of Preferred Stock).
(v) The holders of shares of Common Stock shall not have cumulative voting rights.
(vi) The holders of the outstanding shares of Class A Common Stock and Class B Common Stock shall be entitled to
vote separately as a class upon any amendment to this Restated Certificate (including by merger, consolidation,
reorganization or similar event or otherwise) that would increase or decrease the par value of a class of stock or alter
or change the powers, preferences, or special rights of a class of stock so as to affect them adversely.
(vii) Subject to the rights of the holders of Class A Common Stock, the number of authorized shares of Class A
Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the
approval of the Board of Directors and by the affirmative vote of the holders of a majority of the voting power of the
outstanding shares of capital stock of the Corporation entitled to vote generally in an election of directors, without
the separate vote of the holders of the Class A Common Stock as a class, irrespective of the provisions of Section
242(b)(2) of the DGCL
(viii) Subject to the rights of the holders of Class B Common Stock, the number of authorized shares of Class B
Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the
approval of the Board of Directors and by the affirmative vote of the holders of a majority of the voting power of the
outstanding shares of capital stock of the Corporation entitled to vote generally in an election of directors, without
the separate vote of the holders of the Class B Common Stock as a class, irrespective of the provisions of Section
242(b)(2) of the DGCL.
(b) Dividends. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred
Stock or any class or series of stock having a preference over or the right to participate with the Class A Common
Stock with respect to the payment of dividends in cash, stock or property of the Corporation, such dividends may be
declared and paid on the Class A 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 of Directors in its discretion shall determine. Dividends
shall not be declared or paid on the Class B Common Stock. Any amendment to this Restated Certificate that gives
holders of the Class B Common Stock any rights to receive dividends or any other kind of distribution shall require,
in addition to any other vote of stockholders required by applicable law, the affirmative vote of holders of a majority
of the voting power of the outstanding shares of Class A Common Stock, voting separately as a class.
(c) Liquidation, Dissolution, etc. In the event of any voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the
Corporation as required by law and of the preferential and other amounts, if any, to which the holders of Preferred
Stock shall be entitled, the holders of all outstanding shares of Class A 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. The holders of shares of Class B Common Stock shall not be entitled to receive any assets
of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation. Any amendment to this Restated Certificate that gives holders of the Class B Common Stock the
right to receive distributions upon liquidation or additional economic rights shall require, in addition to any other
vote required by applicable law, the affirmative vote of holders of a majority of the voting power of the outstanding
shares of Class A Common Stock, voting separately as a class.
(d) Reclassification. Neither the Class A Common Stock nor the Class B Common Stock may be subdivided, split,
consolidated, reclassified, or otherwise changed (whether by amendment, merger, consolidation or otherwise) unless
contemporaneously therewith the other class of Common Stock and the common units (the “LLC Units”) of New
Ryan Specialty, LLC, a Delaware limited liability company (the “LLC”), are subdivided, consolidated, reclassified,
or otherwise changed in the same proportion and in the same manner.
(e) Exchange. The holders of Class B Common Stock other than the Corporation shall, to the extent provided in the
LLC Operating Agreement (defined below) and in accordance with the terms and conditions of the LLC Operating
Agreement, as applicable, have the right to exchange the LLC Units held by them for fully paid and nonassessable
shares of Class A Common Stock on a one-for-one basis or, at the Corporation’s election, for cash. Upon the
exchange of an LLC Unit for one share of Class A Common Stock in accordance with the terms and conditions of
the LLC Operating Agreement, the exchanging holder shall automatically and without further action on the part of
the Corporation or any holder of Class B Common Stock transfer an equivalent number of Class B Common Stock
to the Corporation, which may not be reissued and shall be automatically retired and cancelled and shall no longer
be issued or outstanding. The Corporation shall, at all times when any shares of Class B Common Stock and LLC
Units shall be outstanding, reserve and keep available out of its authorized but unissued Class A Common Stock
such number of shares of Class A Common Stock as shall from time to time be sufficient to effect the exchange of
all outstanding LLC Units into shares of Class A Common Stock in accordance with the terms of LLC Operating
Agreement. If at any time the number of authorized but unissued shares of Class A Common Stock shall not be
sufficient to effect the exchange of all outstanding LLC Units, the Corporation shall take such corporate actions
within its power as may, in the opinion of its counsel, be necessary to cause this Restated Certificate to be amended
so as to increase the number of authorized shares of Class A Common Stock to such number as shall be sufficient
for such purpose. Following the transfer of all outstanding shares of Class B Common Stock to the Corporation
pursuant to this Section 3(e), the Corporation shall not issue further shares of Class B Common Stock. “LLC
Operating Agreement” means that certain Third Amended and Restated Operating Agreement of New Ryan
Specialty, LLC, dated as of July 5, 2023, as it may be amended and/or restated from time to time.
(f) Automatic Transfer.
(i) No share of Class B Common Stock may be sold, exchanged or otherwise transferred, other than in connection
with (A) the exchange of an LLC Unit as set forth in Section 3(e) of ARTICLE FOUR hereof and in accordance
with the terms and conditions of the LLC Operating Agreement, (B) the transfer of an LLC Unit by a holder of LLC
Units to certain permitted transferees pursuant to the terms of the LLC Operating Agreement and (C) transfers to the
Corporation permitted by the LLC Operating Agreement. In the event that any outstanding shares of Class B
Common Stock are sold, exchanged or otherwise transferred other than as provided in the foregoing clauses (A), (B)
and (C), or such outstanding shares of Class B Common Stock shall otherwise cease to be held by a holder of a
corresponding number, based on the exchange rate then in effect, of LLC Units (including a transferee of a LLC
Unit) for any reason, such shares of Class B Common Stock shall upon such sale, exchange or other transfer, or
upon ceasing to be held by such holder, automatically and without further action on the part of the Corporation or
any holder of Class B Common Stock be transferred to the Corporation for no consideration and may not be reissued
and thereupon shall be automatically retired and cancelled and shall no longer be issued or outstanding.
(ii) [Reserved].
(g) No Preemptive or Subscription Rights. No holder of shares of Common Stock shall be entitled to preemptive or
subscription rights other than as may be set forth in an agreement to which the Corporation is a party.
ARTICLE FIVE
Section 1. Board of Directors. Except as otherwise provided in this Restated Certificate or the DGCL, the business
and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Section 2. Number of Directors. Subject to any rights of the holders of any series of Preferred Stock then
outstanding to elect additional directors under specified circumstances or otherwise and to that certain Director
Nomination Agreement, dated on or about July 26, 2021 (as amended and/or restated or supplemented in accordance
with its terms, the “Nomination Agreement”), the number of directors which shall constitute the Board of Directors
shall be fixed from time to time exclusively by resolution of the Board.
Section 3. Election of Directors. Subject to the rights of the holders of any series of Preferred Stock outstanding,
directors shall be elected by the vote of the majority of the votes cast in favor of such nominee’s election at any
meeting of stockholders held to elect directors at which a quorum is present; provided, however, that, if the number
of nominees for director exceeds the number of directors to be elected, directors shall be elected by a plurality of the
votes cast at any meeting of stockholders held to elect directors at which a quorum is present. For purposes of this
Section 3, a majority of the votes cast means that the number of shares voted “for” a nominee must exceed the
number of shares voted “against” that nominee.
Section 4. Term of Office. Prior to the date of the 2028 annual meeting of stockholders, the directors of the
Corporation, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided
into three classes, as nearly equal in number as possible, hereby designated Class I, Class II and Class III. Each
director elected at the 2026 annual meeting of stockholders shall be elected for a term expiring at the 2027 annual
meeting of stockholders. Each director elected at the 2027 annual meeting of stockholders shall be elected for a term
expiring at the 2028 annual meeting of stockholders. At the 2028 annual meeting of stockholders and at each annual
meeting of stockholders thereafter, all directors shall be elected for a term expiring at the next annual meeting of
stockholders and shall no longer be divided into three classes. Each director shall hold office until the annual
meeting of stockholders for the year in which such director’s term expires and a successor is duly elected and
qualified or until his or her earlier death, resignation or removal. Nothing in this Restated Certificate shall preclude a
director from serving consecutive terms. Elections of directors need not be by written ballot unless the Bylaws of the
Corporation (as amended and/or restated, the “Bylaws”) shall so provide.
Section 5. Newly Created Directorships and Vacancies. Subject to the rights of the holders of any series of Preferred
Stock then outstanding and except as otherwise set forth in the Nomination Agreement, newly created directorships
resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, disqualification, removal from office or any other cause may be filled only by
resolution of a majority of the directors then in office, although less than a quorum, or by a sole remaining director,
and may not be filled in any other manner. A director elected or appointed to fill a vacancy shall serve, (i) prior to
the date of the 2028 annual meeting of stockholders, for the unexpired term of the class of his or her predecessor in
office and (ii) from and after the 2028 annual meeting of stockholders, until the next succeeding annual meeting of
stockholders, and, in each case, until his or her successor is elected and qualified or until his or her earlier death,
resignation or removal. A director elected or appointed to fill a position resulting from an increase in the number of
directors shall hold office (i) prior to the date of the 2028 annual meeting of stockholders, until the next election of
the class for which such director shall have been elected or appointed and (ii) from and after the 2028 annual
meeting of stockholders, until the next succeeding annual meeting of stockholders and, in each case, until his or her
successor is elected and qualified, or until his or her earlier death, resignation or removal. No decrease in the
authorized number of directors shall shorten the term of any incumbent director.
Section 6. Removal and Resignation of Directors. Notwithstanding any other provision of this Restated Certificate,
directors may be removed with or without cause upon the affirmative vote of holders of at least a majority of the
voting power of the then outstanding shares of capital stock of the Corporation entitled to vote generally in an
election of directors, voting together as a single class (“Voting Stock”) at a meeting of the Corporation’s
stockholders called for that purpose. Any director may resign at any time upon notice to the Corporation.
Section 7. Rights of Holders of Preferred Stock. Notwithstanding the provisions of this ARTICLE FIVE, whenever
the holders of one or more series of Preferred Stock shall have the right, voting separately or together by series, to
elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and
other features of such directorship shall be subject to the rights of such series of Preferred Stock. During any period
when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series,
have the right to elect additional directors, then upon commencement and for the duration of the period during which
such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall
automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be
entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such
additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such
director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or
her earlier death, resignation, disqualification or removal. Except as otherwise provided by the Board of Directors in
the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having
such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms
of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting
from the death, resignation, disqualification or removal of such additional directors, 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 Corporation shall automatically be reduced accordingly.
Section 8. Advance Notice. Advance notice of stockholder nominations for the election of directors and of business
to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the
manner provided in the Bylaws.
Section 9. Chairman of the Board. So long as the Ryan Parties (as defined below) hold the nomination rights
specified in Section 1(a)(i) - (v) of the Nomination Agreement, the Chair of the Board of Directors may be
designated by a majority of the directors nominated or designated for nomination by the Ryan Parties. “Ryan
Parties” means the unitholders (other than the Corporation) of the LLC, which are controlled by Patrick G. Ryan, the
Corporation’s founder and executive chairman and certain members of his family and various entities and trusts over
which Patrick G. Ryan exercises control, individually or collectively with members of his family, or over which
certain members of his family exercise control.
ARTICLE SIX
Section 1. Limitation of Director and Officer Liability.
(a) To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, no director or officer
of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach
of fiduciary duty owed to the Corporation or its stockholders.
(b) Any amendment, repeal or modification of the foregoing paragraph shall not adversely affect any right or
protection of a director or officer of the Corporation existing at the time of such amendment, repeal or modification
with respect to any act, omission or other matter occurring prior to such amendment, repeal or modification.
ARTICLE SEVEN
Section 1. Action by Consent. Any action required or permitted to be taken by the Corporation’s stockholders may
be taken without a meeting, without prior notice and without a vote if a consent or consents, setting forth the action
so taken, is signed by the holders of outstanding capital stock of the Corporation having not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting at which all shares of the
Corporation’s capital stock entitled to vote thereon were present and voted. Any action required or permitted to be
taken by the holders 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 the resolutions creating such series of Preferred Stock.
Section 2. Special Meetings of Stockholders. Subject to the rights of the holders of any series of Preferred Stock
then outstanding and to the requirements of applicable law, special meetings of stockholders of the Corporation may
be called only (i) by or at the direction of the Chairman of the Board of Directors, the Chief Executive Officer of the
Corporation or the Board of Directors pursuant to a resolution adopted by the affirmative vote of the majority of the
total number of directors that the Corporation would have if there were no vacancies, and (ii) upon written request to
the Corporate Secretary delivered to the Corporation’s executive offices, by stockholders having at least twenty
percent (20%) of the issued and outstanding shares of Voting Stock entitled to vote on the matter or matters to be
brought before the proposed special meeting, voting together as a single class (the “Requisite Percent”); provided
that in order to meet the Requisite Percent, as a condition to such right, such stockholders shall have held
continuously for one (1) year as of the date of the request an aggregate “net long position” (as defined in the
Bylaws) of such shares and continue to own the Requisite Percent in a net long position at all times between such
date and the date of the applicable meeting of stockholders; and provided, further, that such stockholders meeting
the Requisite Percent shall act in accordance with any conditions or limitations set forth in the Bylaws. Any
business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the
notice of the meeting.
ARTICLE EIGHT
Section 1. Certain Acknowledgments. In recognition and anticipation that (i) certain of the directors, partners,
principals, officers, members, managers, family members, trustees, beneficiaries and/or employees of the Ryan
Parties and Onex (as defined below) may serve as directors or officers of the Corporation and (ii) the Ryan Parties
and Onex engage and may continue to engage in the same or similar activities or related lines of business as those in
which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or
compete with those in which the Corporation, directly or indirectly, may engage, and (iii) that the Corporation and/
or its Affiliated Companies (as defined below) may engage in material business transactions with the Ryan Parties
and Onex, and that the Corporation is expected to benefit therefrom, the provisions of this ARTICLE EIGHT are set
forth to regulate and define to the fullest extent permitted by law the conduct of certain affairs of the Corporation as
they may involve the Ryan Parties, Onex and/or their respective directors, partners, principals, officers, members,
managers, family members, trustees, beneficiaries and/or employees, including any of the foregoing who serve as
officers or directors of the Corporation (collectively, the “Exempted Persons”), and the powers, rights, duties and
liabilities of the Corporation and its officers, directors and stockholders in connection therewith. “Onex” means
Onex Corporation and its Affiliated Companies. “Affiliated Companies” means (a) in respect of Onex, any entity
that now or in the future Controls, is Controlled by or is under common Control with Onex (other than the
Corporation and any entity that is Controlled by the Corporation) and any investment funds managed by the Onex
and (b) in respect of the Corporation, any entity that is now or in the future Controlled by the Corporation. “Control”
is defined in ARTICLE NINE.
Section 2. Competition and Corporate Opportunities. To the fullest extent permitted by applicable law, none of the
Exempted Persons shall have any fiduciary duty to (i) refrain from engaging, directly or indirectly, in the same or
similar business activities or lines of business as the Corporation or any of its Affiliated Companies or (ii) otherwise
competing with the Corporation and/or its Affiliated Companies, and no Exempted Person shall be liable to the
Corporation or its stockholders for breach of any fiduciary duty solely by reason of any such activities of the Ryan
Parties, Onex and its Affiliated Companies, or such Exempted Person. To the fullest extent permitted by applicable
law, the Corporation, on behalf of itself and its Affiliated Companies, renounces any interest or expectancy of the
Corporation and its Affiliated Companies in, or in being offered an opportunity to participate in, business
opportunities that are from time to time presented to the Exempted Persons, even if the opportunity is one that the
Corporation or its Affiliated Companies might reasonably be deemed to have pursued or had the ability or desire to
pursue if granted the opportunity to do so, and each Exempted Person shall have no duty to communicate or offer
such business opportunity to the Corporation or its Affiliated Companies and, to the fullest extent permitted by
applicable law, shall not be liable to the Corporation, any of its Affiliated Companies or its stockholders for breach
of any fiduciary or other duty, as a director, officer or stockholder of the Corporation solely, by reason of the fact
that the Ryan Parties or any such Exempted Person pursues or acquires such business opportunity, sells, assigns,
transfers or directs such business opportunity to another person or fails to present such business opportunity, or
information regarding such business opportunity, to the Corporation or any of its Affiliated Companies. For the
avoidance of doubt, each of the Exempted Persons shall, to the fullest extent permitted by law, have the right to, and
shall have no duty (whether contractual or otherwise) not to, directly or indirectly: (A) engage in the same, similar or
competing business activities or lines of business as the Corporation or its Affiliated Companies, (B) do business
with any client or customer of the Corporation or its Affiliated Companies, or (C) make investments in competing
businesses of the Corporation or its Affiliated Companies, and such acts shall not be deemed wrongful or improper.
Notwithstanding anything to the contrary in this Section 2, the Corporation does not renounce any interest or
expectancy it may have in any business opportunity that is expressly offered to any Exempted Person solely in his or
her capacity as a director or officer of the Corporation, and not in any other capacity.
Section 3. Certain Matters Deemed Not Corporate Opportunities. In addition to, and notwithstanding the foregoing
provisions of this ARTICLE EIGHT, a corporate opportunity shall not be deemed to belong to the Corporation if it
is a business opportunity the Corporation is not financially able or contractually permitted or legally able to
undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it
or that is one in which the Corporation has no interest or reasonable expectancy.
Section 4. Amendment of this Article. Subject to the rights of the holders of any series of Preferred Stock then
outstanding, and in addition to any vote required by applicable law or this Restated Certificate, the affirmative vote
of the holders of at least eighty percent (80%) of the voting power of the then outstanding shares of Voting Stock,
voting together as a single class, shall be required to alter, amend or repeal, or to adopt any provision inconsistent
with, this ARTICLE EIGHT; provided however, that, to the fullest extent permitted by law, neither the alteration,
amendment or repeal of this ARTICLE EIGHT nor the adoption of any provision of this Restated Certificate
inconsistent with this ARTICLE EIGHT shall apply to or have any effect on the liability or alleged liability of any
Exempted Person for or with respect to any activities or opportunities which such Exempted Person becomes aware
prior to such alteration, amendment, repeal or adoption.
Section 5. Deemed Notice. Any person or entity purchasing or otherwise acquiring or holding any interest in any
shares of the Corporation shall be deemed to have notice of and to have consented to the provisions of this
ARTICLE EIGHT.
ARTICLE NINE
Section 1. Section 203 of the DGCL. The Corporation expressly elects not to be subject to the provisions of Section
203 of the DGCL.
Section 2. Business Combinations with Interested Stockholders. Notwithstanding any other provision in this
Restated Certificate to the contrary, the Corporation shall not engage in any Business Combination (as defined
hereinafter) at any point in time at which the Common Stock is registered under Section 12(b) or 12(g) of the
Exchange Act of 1934, as amended (the “Exchange Act”), with any Interested Stockholder (as defined hereinafter)
for a period of three (3) years following the time that such stockholder became an Interested Stockholder, unless:
(a) prior to such time the Board of Directors approved either the Business Combination or the transaction which
resulted in such stockholder becoming an Interested Stockholder;
(b) upon consummation of the transaction which resulted in such stockholder becoming an Interested Stockholder,
such stockholder owned at least eighty-five percent (85%) of the then outstanding shares of Voting Stock of the
Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the Voting
Stock outstanding (but not the outstanding Voting Stock owned by such Interested Stockholder) those shares owned
(i) by Persons (as defined hereinafter) who are directors and also officers of the Corporation and (ii) employee stock
plans of the Corporation in which employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer; or
(c) at or subsequent to such time the Business Combination is approved by the Board of Directors and authorized at
an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least sixty-six
and two-thirds percent (662⁄3%) of the outstanding Voting Stock which is not owned by such Interested Stockholder.
Section 3. Exceptions to Prohibition on Interested Stockholder Transactions. The restrictions contained in this
ARTICLE NINE shall not apply if:
(a) a stockholder becomes an Interested Stockholder inadvertently and (i) as soon as practicable divests itself of
ownership of sufficient shares so that the stockholder ceases to be an Interested Stockholder; and (ii) would not, at
any time within the three (3) year period immediately prior to a Business Combination between the Corporation and
such stockholder, have been an Interested Stockholder but for the inadvertent acquisition of ownership; or
(b) the Business Combination is proposed prior to the consummation or abandonment of and subsequent to the
earlier of the public announcement or the notice required hereunder of a proposed transaction which (i) constitutes
one of the transactions described in the second sentence of this Section 3(b) of ARTICLE NINE; (ii) is with or by a
Person who either was not an Interested Stockholder during the previous three (3) years or who became an Interested
Stockholder with the approval of the Board of Directors; and (iii) is approved or not opposed by a majority of the
directors then in office (but not less than one) who were directors prior to any Person becoming an Interested
Stockholder during the previous three (3) years or were recommended for election or elected to succeed such
directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited
to (x) a merger or consolidation of the Corporation (except for a merger in respect of which, pursuant to Section
251(f) of the DGCL, no vote of the stockholders of the Corporation is required); (y) a sale, lease, exchange,
mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a
dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the
Corporation (other than to any direct or indirect wholly-owned subsidiary or to the Corporation) having an aggregate
market value equal to fifty percent (50%) or more of either that aggregate market value of all of the assets of the
Corporation determined on a consolidated basis or the aggregate market value of all the outstanding Stock (as
defined hereinafter) of the Corporation; or (z) a proposed tender or exchange offer for fifty percent (50%) or more of
the outstanding Voting Stock of the Corporation. The Corporation shall give not less than 20 days’ notice to all
Interested Stockholders prior to the consummation of any of the transactions described in clause (x) or (y) of the
second sentence of this Section 3(b) of ARTICLE NINE.
Section 4. Definitions. As used in this ARTICLE NINE and, solely with respect to the term “Control,” as also used
in ARTICLE EIGHT, Section 1, only, and unless otherwise provided by the express terms of this ARTICLE NINE,
the following terms shall have the meanings ascribed to them as set forth in this Section 4 and, to the extent such
terms are defined elsewhere in this Restated Certificate, such definition shall not apply to this ARTICLE NINE:
(a) “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, another Person;
(b) “Associate,” when used to indicate a relationship with any Person, means: (i) any corporation, partnership,
unincorporated association or other entity of which such Person is a director, officer or general partner or is, directly
or indirectly, the owner of twenty percent (20%) or more of any class of Voting Stock; (ii) any trust or other estate in
which such Person has at least a twenty percent (20%) beneficial interest or as to which such Person serves as trustee
or in a similar fiduciary capacity; and (iii) any relative or spouse of such Person, or any relative of such spouse, who
has the same residence as such Person;
(c) “Business Combination” means:
(i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the
Corporation with (A) the Interested Stockholder, or (B) any other corporation, partnership, unincorporated
association or entity if the merger or consolidation is caused by the Interested Stockholder and as a result of such
merger or consolidation Section 2 of this ARTICLE NINE is not applicable to the surviving entity (ii) any sale,
lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions),
except proportionately as a stockholder of the Corporation, to or with the Interested Stockholder, whether as part of
a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the
Corporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregate
market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of
all the outstanding Stock of the Corporation;
(iii) any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-
owned subsidiary of the Corporation of any Stock of the Corporation or of such subsidiary to the Interested
Stockholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable
for or convertible into Stock of the Corporation or any such subsidiary which securities were outstanding prior to the
time that the Interested Stockholder became such; (B) pursuant to an exchange of LLC Units into Class A Common
Stock, to the extent provided in the LLC Operating Agreement, (C) pursuant to a merger under Section 251(g) of the
DGCL; (D) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities
exercisable for, exchangeable for or convertible into Stock of the Corporation or any such subsidiary which security
is distributed, pro rata to all holders of a class or series of Stock of the Corporation subsequent to the time the
Interested Stockholder became such; (E) pursuant to an exchange offer by the Corporation to purchase Stock made
on the same terms to all holders of such Stock; or (F) any issuance or transfer of Stock by the Corporation; provided
however, that in no case under items (D)-(F) of this Section 4(c)(iii) of ARTICLE NINE shall there be an increase in
the Interested Stockholder’s proportionate share of the Stock of any class or series of the Corporation or of the
Voting Stock of the Corporation;
(iv) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation
which has the effect, directly or indirectly, of increasing the proportionate share of the Stock of any class or series,
or securities convertible into the Stock of any class or series, of the Corporation or of any such subsidiary which is
owned by the Interested Stockholder, except as a result of immaterial changes due to fractional share adjustments or
as a result of any purchase or redemption of any shares of Stock not caused, directly or indirectly, by the Interested
Stockholder; or
(v) any receipt by the Interested Stockholder of the benefit, directly or indirectly (except proportionately as a
stockholder of the Corporation), of any loans, advances, guarantees, pledges or other financial benefits (other than
those expressly permitted in Sections 4(c)(i)-(iv) of ARTICLE NINE) provided by or through the Corporation or any
direct or indirect majority-owned subsidiary of the Corporation;
(d) “Control,” including the terms “controlling,” “controlled by” and “under common control with,” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of Voting Stock, by contract or otherwise. A Person who is the owner of
twenty percent (20%) or more of the outstanding Voting Stock of any corporation, partnership, unincorporated
association or other entity shall be presumed to have control of such entity, in the absence of proof by a
preponderance of the evidence to the contrary; notwithstanding the foregoing, a presumption of control shall not
apply where such Person holds Voting Stock, in good faith and not for the purpose of circumventing this ARTICLE
NINE, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as
a group (as such term is used in Rule 13d-5 under the Securities Exchange Act of 1934, as such Rule is in effect as
of the date of this Certificate of Incorporation) have control of such entity;
(e) “Interested Stockholder” means any Person (other than the Corporation and any direct or indirect majority-
owned subsidiary of the Corporation) that (i) is the owner of fifteen percent (15%) or more of the then outstanding
Voting Stock of the Corporation, or (ii) is an Affiliate or Associate of the Corporation and was the owner of fifteen
percent (15%) or more of the then outstanding Voting Stock of the Corporation at any time within the three (3)year
period immediately prior to the date on which it is sought to be determined whether such Person is an Interested
Stockholder, and the affiliates and associates of such Person. Notwithstanding anything in this ARTICLE NINE to
the contrary, the term “Interested Stockholder” shall not include: (x) the Ryan Parties or any of their affiliates and
associates now or hereafter in existence, or any other Person with whom any of the foregoing are acting as a group
or in concert for the purpose of acquiring, holding, voting or disposing of shares of Stock of the Corporation, (y) any
Person who would otherwise be an Interested Stockholder either in connection with or because of a transfer, sale,
assignment, conveyance, hypothecation, encumbrance, or other disposition of five percent (5%) or more of the
outstanding Voting Stock of the Corporation (in one transaction or a series of transactions) by the Ryan Parties or
any of its affiliates or associates to such Person; provided, however, that such Person was not an Interested
Stockholder prior to such transfer, sale, assignment, conveyance, hypothecation, encumbrance, or other disposition;
or (z) any Person whose ownership of shares in excess of the fifteen percent (15%) limitation set forth herein is the
result of action taken solely by the Corporation, provided that, for purposes of this clause (z) only, such Person shall
be an Interested Stockholder if thereafter such Person acquires additional shares of Voting Stock of the Corporation,
except as a result of further action by the Corporation not caused, directly or indirectly, by such Person, provided,
that, for the purpose of determining whether a Person is an Interested Stockholder, the Voting Stock of the
Corporation deemed to be outstanding shall include Stock deemed to be owned by the Person through application of
this definition of “owned” but shall not include any other unissued Stock of the Corporation which may be issuable
pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise;
(f) “Owner,” including the terms “own” and “owned,” when used with respect to any Stock, means a Person that
individually or with or through any of its Affiliates or Associates beneficially owns such Stock, directly or
indirectly; or has (A) the right to acquire such Stock (whether such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the
owner of Stock tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s
Affiliates or Associates until such tendered Stock is accepted for purchase or exchange; or (B) the right to vote such
Stock pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be
deemed the owner of any Stock because of such Person’s right to vote such Stock if the agreement, arrangement or
understanding to vote such Stock arises solely from a revocable proxy or consent given in response to a proxy or
consent solicitation made to 10 or more Persons; or (C) has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in (B) of
this Section 4(f) of ARTICLE NINE), or disposing of such Stock with any other Person that beneficially owns, or
whose affiliates or associates beneficially own, directly or indirectly, such Stock;;
(g) “Person” means any individual, corporation, partnership, unincorporated association or other entity;
(h) “Stock” means, with respect to any corporation, any capital stock of such corporation and, with respect to any
other entity, any equity interest of such entity; and
(i) “Voting Stock” means, with respect to any corporation, Stock of any class or series entitled to vote generally in
the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote
generally in the election of the governing body of such entity. Every reference to a percentage of Voting Stock in
this ARTICLE NINE shall refer to such percentage of the votes of such Voting Stock.
ARTICLE TEN
Section 1. Amendments to the Bylaws. Subject to the rights of holders of any series of Preferred Stock then
outstanding, the Bylaws may be amended, altered or repealed and new bylaws made by (i) the Board of Directors or
(ii) by the stockholders with, in addition to the vote of any holders of any class or series of capital stock of the
Corporation required herein (including any resolution setting forth the terms of any series of Preferred Stock), the
Bylaws or applicable law, the affirmative vote of the holders of at least a majority of the voting power of the then
outstanding shares of Voting Stock, voting together as a single class.
Section 2. Amendments to this Certificate of Incorporation. Subject to the rights of holders of any series of Preferred
Stock then outstanding, and in addition to any affirmative vote of the holders of any particular class or series of the
capital stock required by law or this Restated Certificate, no provision of ARTICLE FIVE, ARTICLE SIX,
ARTICLE SEVEN, ARTICLE NINE, ARTICLE TEN or ARTICLE ELEVEN of this Restated Certificate may be
altered, amended or repealed in any respect, nor may any provision of this Restated Certificate or the Bylaws
inconsistent therewith be adopted without the affirmative vote of holders of at least a majority of the then
outstanding shares of Voting Stock, voting together as a single class.
ARTICLE ELEVEN
Section 1. Exclusive Forum.
(a) Unless the Corporation consents in writing to the selection of an alternative forum, (A) the Court of Chancery of
the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any
derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a
fiduciary duty owed by, or other wrongdoing by, any current or former director, officer, employee or agent of the
Corporation to the Corporation or the Corporation’s stockholders, or a claim of aiding and abetting any such breach
of fiduciary duty, (iii) any action asserting a claim against the Corporation or any director, officer, employee or
agent of the Corporation arising pursuant to any provision of the DGCL, the Restated Certificate or the Bylaws (as
either may be amended, restated, modified, supplemented or waived from time to time) (iv) any action to interpret,
apply, enforce or determine the validity of the Certificate of Incorporation or the Bylaws of the Corporation (as
either may be amended), (v) any action asserting a claim against the corporation or any director, officer, employee
or agent of the Corporation that is governed by the internal affairs doctrine or (vi) any action asserting an “internal
corporate claim” as that term is defined in Section 115 of the DGCL. For the avoidance of doubt, this Section 1(a) of
Article ELEVEN, shall not apply to any action or proceeding asserting a claim under the Securities Act of 1933 or
the Exchange Act of 1934 for which the federal courts have exclusive jurisdiction or any other claim for which the
federal courts have exclusive jurisdiction.
(b) Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of
the United States 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, against the Corporation or any director, officer, employee or agent of the
Corporation.
Section 2. Notice. Any Person purchasing or otherwise acquiring or holding any interest in shares of capital stock of
the Corporation (including, without limitation, shares of Common Stock) shall be deemed to have notice of and to
have consented to the provisions of this ARTICLE ELEVEN.
ARTICLE TWELVE
Section 1. Severability. If any provision or provisions of this Restated Certificate shall be held to be invalid, illegal
or unenforceable as applied to any circumstance for any reason whatsoever, the validity, legality and enforceability
of such provisions in any other circumstance and of the remaining provisions of this Restated Certificate(including,
without limitation, each portion of any paragraph of this Restated Certificate 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.
EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS
OF
RYAN SPECIALTY HOLDINGS, INC.
A Delaware corporation
(Adopted as of [May 30], 2025)
ARTICLE I
OFFICES
Section 1. Offices. Ryan Specialty Holdings, Inc. (the “Corporation”) may have an office or offices other than its
registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of
the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may
require. The registered office of the Corporation in the State of Delaware shall be as stated in the Corporation’s
certificate of incorporation as then in effect (the “Certificate of Incorporation”).
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. The Board of Directors may designate a place, if any, either within or outside the State
of Delaware, as the place of meeting for any annual meeting or for any special meeting of stockholders.
Section 2. Annual Meeting. An annual meeting of the stockholders shall be held at such date and time as is specified
by resolution of the Board of Directors. At the annual meeting, stockholders shall elect directors to succeed those
whose terms expire at such annual meeting and transact such other business as properly may be brought before the
annual meeting pursuant to Section 11 of this ARTICLE II of these Amended and Restated Bylaws (these
“Bylaws”). The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders
previously scheduled by the Board of Directors.
Section 3. Special Meetings.
(a) Special meetings of the stockholders may only be called in the manner provided in the Certificate of
Incorporation. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in
the notice. The Board of Directors may postpone, reschedule or cancel any special meeting of stockholders
previously scheduled by the Board of Directors.
(b) To the extent the Certificate of Incorporation allows stockholders to call a special meeting of stockholders, to be
in proper form, any request or requests by stockholders for a special meeting (“Special Meeting Request”): (i) must
be delivered in writing to the Secretary of the Corporation at the principal executive offices of the Corporation by
stockholders of record or beneficial owners of the Corporation (each, a “Requesting Stockholder”) having at least
twenty (20) percent of the issued and outstanding shares of Voting Stock (as defined in the Certificate of
Incorporation) entitled to vote on the matter or matters to be brought before the proposed special meeting, voting
together as a single class (the “Requisite Percent”), who (A) as of the date each Special Meeting Request is
delivered, shall have held continuously for one (1) year the Requisite Percent in a “net long position” (as defined
herein); (B) shall not have revoked such Special Meeting Request prior to the date of the special meeting; and (C)
shall continue to own not less than the Requisite Percent in a net long position at all times between the date of the
Special Meeting Request and the date of the special meeting; (ii) must contain a statement of the specific purpose or
purposes of the special meeting, the matter(s) proposed to be acted on at the special meeting, the reasons for
conducting the special meeting and any material interest in such business of each Requesting Stockholder or
Stockholder Associated Person (defined below) of such Requesting Stockholder; (iii) must contain a representation
that each Requesting Stockholder, or one or more representatives of each Requesting Stockholder, intends to appear
in person or by proxy at the special meeting to present the proposal(s) or business to be brought before the special
meeting; (iv) must contain (A) such information, statements, representations, agreements and other documents
required by these Bylaws as though such Requesting Stockholders are intending to nominate a candidate for director
or propose other business to be brought before an annual meeting of stockholders pursuant to Section 11 of
ARTICLE II of these Bylaws, and (B) without limitation of the foregoing clause (A), the text of such proposal(s) or
business (including the complete text of any resolutions proposed for consideration and, in the event that such
business includes a proposal to amend the Corporation’s Certificate of Incorporation or these Bylaws, the language
of the proposed amendment); (v) must contain (A) an agreement by the Requesting Stockholders to notify the
Corporation promptly in the event of any disposition following the date of the Special Meeting Request of any
shares of capital stock of the Corporation owned by the Requesting Stockholders and (B) an acknowledgment that
any such disposition prior to the date of the special meeting shall be deemed to be a revocation of such Special
Meeting Request with respect to such disposed shares and that such shares will no longer be included in determining
whether the Requisite Percent requirement has been satisfied; and (vi) must provide documentary evidence
acceptable to the Secretary of the Corporation that at the time the Special Meeting Request is delivered to and
received by the Secretary of the Corporation, the Requesting Stockholders own the Requisite Percent; provided,
however, that if the Requesting Stockholders are not the beneficial owners of the shares representing the Requisite
Percent, then to be valid, the Special Meeting Request must also include documentary evidence acceptable to the
Secretary of the Corporation that the beneficial owners on whose behalf the Special Meeting Request is made
beneficially own the Requisite Percent at the time such Special Meeting Request is delivered to the Secretary of the
Corporation. Each Requesting Stockholder must promptly provide any other information reasonably requested by
the Corporation in respect of its Special Meeting Request. Any Requesting Stockholder may revoke its Special
Meeting Request at any time prior to the date of the special meeting by written revocation to the Secretary delivered
to and received by the Secretary at the Corporation’s principal executive offices. If, at any point following the
earliest dated Special Meeting Request, the Requesting Stockholders (assuming that the Special Meeting Request
has not been revoked by specific written revocation or deemed revocation under this section) represent in the
aggregate less than the Requisite Percent, the Board of Directors, in its discretion, may cancel the special meeting.
If none of the Requesting Stockholders who submitted a Special Meeting Request appears or sends a duly authorized
representative to present the business proposed to be conducted at the special meeting, the Corporation, at the
election of the Board of Directors, need not present such business for a vote at such special meeting, notwithstanding
that proxies in respect of such matter(s) may have been received by the Corporation.
(c) The Secretary shall not be required to call a special meeting pursuant to this Section 3(b) of ARTICLE II if, in
the determination of the Board of Directions: (i) the Special Meeting Request does not comply with these Bylaws;
(ii) the matter(s) set forth in the Special Meeting Request relates to an item of business that is not a proper matter for
stockholder action under the General Corporation Law of the State of Delaware (the “DGCL”)); (iii) the Special
Meeting Request is received by the Secretary during the period commencing ninety (90) days prior to the first
anniversary of the date of the immediately preceding annual meeting of stockholders and ending on the earlier of (A)
the date of the next annual meeting of the stockholders and (B) thirty (30) days after the first anniversary of the date
of the previous annual meeting of stockholders; (iv) an identical or substantially similar item of business, as
determined by the Board in its sole and absolute discretion (a “Similar Item”), was presented at a meeting of
stockholders held not more than twelve (12) months before the Special Meeting Request is received by the
Secretary; (v) a Similar Item was presented at an annual or special meeting of the stockholders held not more than
one hundred twenty (120) days before the Special Meeting Request is received by the Secretary; (vi) a Similar Item
is or will be included in the notice of meeting at an annual or special meeting of stockholders that has been called
but not yet held or that is called for a date within ninety (90) days after the Special Meeting Request is received by
the Secretary; or (vii) the Special Meeting Request was made in a manner that involved a violation of Regulation
14A of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended
and inclusive of such rules and regulations, the “Exchange Act”) or other applicable law.
(d) A special meeting called pursuant to this Section 3(b) of ARTICLE II shall be held at such date, time and place,
if any, or virtually, as may be fixed by the Board of Directors in accordance with these Bylaws, provided, however,
that the special meeting shall not be held more than one hundred twenty (120) days after the receipt by the Secretary
of the Corporation of a Special Meeting Request properly made under this Section 3(b) of ARTICLE II.
(e) Business transacted at any special meeting resulting from a Special Meeting Request validly made under these
Bylaws and the Certificate of Incorporation shall be limited to (i) the purpose(s) stated in the Special Meeting
Request(s) received by from the Requesting Stockholders who own the Requisite Percent and (ii) any additional
matters the Board of Directors determines to include in the Corporation’s notice of the special meeting. Except as
otherwise provided by the DGCL, the Certificate of Incorporation or these Bylaws, the Chair of the special meeting
(or the Board of Directors in advance of the special meeting) shall have the power and authority to determine
whether any business proposed to be brought before a special meeting of stockholders was proposed in accordance
with the foregoing procedures set forth in these Bylaws. No business shall be conducted at a special meeting of
stockholders except in accordance with this Section 3(b) of ARTICLE II of these Bylaws or as required by the
DGCL.
(f) A “net long position” shall be determined with respect to each Requesting Stockholder in accordance with the
definition thereof set forth in Rule 14e-4 under the Exchange Act (or any successor rule thereof).
Section 4. Notice of Meetings. Whenever stockholders are required or permitted to take action at a meeting, notice
of the meeting shall be given that shall state the place, if any, date, and time of the meeting of the stockholders, the
means of remote communications, if any, by which stockholders and proxyholders not physically present 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 purpose or purposes for which the meeting is called, shall be
given, not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the
meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from
time to time by the DGCL) or the Certificate of Incorporation.
(a) Form of Notice. All such notices shall be delivered in writing or in any other manner permitted by the DGCL. If
mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, addressed to
the stockholder at his, her or its address as the same appears on the records of the Corporation. If delivered by
courier service, notice shall be deemed given at the earlier of when the notice is received or left at such stockholder’s
address as the same appears on the records of the Corporation. If given by electronic mail, notice shall be deemed
given when directed to such stockholder’s electronic mail address unless the stockholder has notified the
Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such
notice is prohibited by the DGCL. Notice to stockholders may also be given by other forms of electronic
transmission consented to by the stockholder. If given by facsimile telecommunication, such notice shall be deemed
given when directed to a number at which the stockholder has consented to receive notice by facsimile. If given by a
posting on an electronic network together with separate notice to the stockholder of such specific posting, such
notice shall be deemed given upon the later of (x) such posting and (y) the giving of such separate notice. If notice is
given by any other form of electronic transmission, such notice shall be deemed given when directed to the
stockholder. An affidavit of the secretary or an assistant secretary of the Corporation, the transfer agent of the
Corporation or any other agent of the Corporation that the notice has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated therein.
(b) Waiver of Notice. Whenever notice is required to be given under any provisions of the DGCL, the Certificate of
Incorporation or these Bylaws, a written waiver thereof, signed by the stockholder entitled to notice, or a waiver by
electronic transmission given by the stockholder entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any meeting of the
stockholders of the Corporation need be specified in any waiver of notice of such meeting. Attendance of a
stockholder of the Corporation at a meeting of such stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends for the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or convened and does not further participate in
the meeting.
(c) Notice by Electronic Transmission. Notwithstanding Section 4(a) of this ARTICLE II, a notice may not be given
by electronic transmission from and after the time: (i) the Corporation is unable to deliver by electronic transmission
two (2) consecutive notices given by the Corporation; and (ii) such inability becomes known to the secretary or an
assistant secretary of the Corporation or to the transfer agent or other person responsible for the giving of notice.
However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other
action. For purposes of these Bylaws, except as otherwise limited by applicable law, the term “electronic
transmission” means any form of communication not directly involving the physical transmission of paper,
including the use of, or participation in, one or more electronic networks or databases (including one or more
distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a
recipient thereof, and that may be directly reproduced in paper form by such recipient through an automated process.
A notice by electronic mail must include a prominent legend that the communication is an important notice
regarding the Corporation. A notice by electronic mail will include any files attached thereto and any information
hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the
corporation who is available to assist with accessing such files or information.
Section 5. List of Stockholders. The Corporation shall prepare, at least 10 days before each meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, provided, however, 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 such stockholder and the number of shares registered in the name of each such stockholder.
Nothing contained in this section 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 prior to the date of the meeting: (a) 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 (b) during ordinary business hours, at the principal place of business of the Corporation. In
the event 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. Except as
otherwise provided by law, the list shall be the only evidence as to who are the stockholders entitled to examine the
list of stockholders required by this Section 5 or to vote in person or by proxy at any meeting of stockholders.
Section 6. Quorum. The holders of a majority in voting power of the outstanding capital stock entitled to vote at the
meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders,
except as otherwise provided by law, by the Certificate of Incorporation or these Bylaws. If a quorum is not present,
the chair of the meeting or the holders of a majority of the voting power present in person or represented by proxy at
the meeting and entitled to vote thereon may adjourn the meeting to another time and/or place from time to time
until a quorum shall be present in person or represented by proxy. When a specified item of business requires a vote
by a class or series (if the Corporation shall then have outstanding shares of more than one class or series) voting as
a separate class or series, the holders of a majority in voting power of the outstanding stock of such class or series
shall constitute a quorum (as to such class or series) for the transaction of such item of business. A quorum once
established at a meeting shall not be broken by the withdrawal of enough votes to leave less than a quorum.
Section 7. Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place. When a meeting is adjourned to another time and place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken or are provided in any other manner permitted by the DGCL. At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the original meeting. If the adjournment
is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the
adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting, which
record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of
Directors and, except as otherwise required by law, shall not be more than 60 days nor less than 10 days before the
date of such adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled
to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
Section 8. Vote Required.
(a) Subject to the rights of the holders of any series of preferred stock then outstanding, when a quorum has been
established, all matters other than the election of directors shall be determined by the affirmative vote of the majority
of voting power of capital stock present in person or represented by proxy at the meeting and entitled to vote on the
subject matter, unless by express provisions of the DGCL or other applicable law, the rules of any stock exchange
upon which the Corporation’s securities are listed, any regulation applicable to the Corporation or its securities, the
Certificate of Incorporation or these Bylaws a minimum or different vote is required, in which case, such minimum
or different vote shall be the required vote for such matter.
(b) Subject to the rights of the holders of any series of Preferred Stock outstanding, with respect to the election of
directors, directors shall be elected by the vote of the majority of the votes cast in favor of such nominee’s election
at any meeting of stockholders held to elect directors at which a quorum is present; provided, however, that, if the
number of nominees for director exceeds the number of directors to be elected (a “contested election”), directors
shall be elected by a plurality of the votes cast at any meeting of stockholders held to elect directors at which
quorum is present. For purposes of these Bylaws, a majority of the votes cast means that the number of shares voted
“for” a nominee must exceed the number of shares voted “against” that nominee. The determination of whether an
election of directors is a contested election shall be made by the Secretary of the Corporation as of the close of the
applicable notice of nomination period set forth in Section 11(c) of ARTICLE II of these Bylaws or under applicable
law, based on whether one or more notice(s) of nomination were timely delivered in accordance with these Bylaws;
provided, however, that the determination that an election is a “contested election” shall be determinative only as to
the timeliness of a notice of nomination and not otherwise as to its validity or compliance with these Bylaws. If,
prior to the time the Corporation files its initial proxy statement in connection with such election of directors (either
in preliminary or definitive form), one or more notices of nomination are withdrawn such that the number of
candidates for election of directors no longer exceeds the number of directors to be elected, the election shall not be
considered a contested election, but in all other cases, once an election is determined to be a contested election,
directors shall be elected by the vote of a plurality of the votes cast.
(c) In order for any incumbent director to become a nominee of the Board of Directors for further service on the
Board of Directors, such person must submit an irrevocable resignation, contingent on (i) that person not receiving a
majority of the votes cast in an election that is not a “contested election,” and (ii) acceptance of that resignation by
the Board of Directors in accordance with any policies and procedures adopted by the Board of Directors for such
purpose. In the event an incumbent director fails to receive a majority of the votes cast in an election that is not a
“contested election”, the compensation and governance committee, or such other committee designated by the Board
of Directors, shall make a recommendation to the Board of Directors as to whether to accept or reject the resignation
of such incumbent director, or whether other action should be taken. The Board of Directors shall act on the
resignation, taking into account the committee’s recommendation, and publicly disclose (by a press release and
filing an appropriate disclosure with the Securities and Exchange Commission) its decision regarding the resignation
and, if such resignation is rejected, the rationale behind the decision within ninety (90) days following certification
of the election results. The committee in making its recommendation and the Board of Directors in making its
decision each may consider any factors and other information that they consider appropriate and relevant.
(d) If the Board of Directors accepts a director's resignation pursuant to this Section 8, or if a nominee for director is
not elected and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy
pursuant to the Certificate of Incorporation.
Section 9. Voting Rights. Subject to the rights of the holders of any series of preferred stock then outstanding, except
as otherwise provided by the DGCL or the Certificate of Incorporation, each stockholder entitled to vote at any
meeting of stockholders shall be entitled to one vote in person or by proxy for each share of capital stock held by
such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not
be by written ballot.
Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate
action without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such
proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.
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 the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation
generally.
Section 11. Advance Notice of Stockholder Business and Director Nominations.
(a) Business at Annual Meetings of Stockholders.
(i) Only such business (other than nominations of persons for election to the Board of Directors, which must be
made in compliance with and are governed exclusively by Section 11(b) of this ARTICLE II) shall be conducted at
an annual meeting of the stockholders as shall have been brought before the meeting (A) as specified in the 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) by or at the direction of the Board of Directors or any duly authorized committee thereof, or
(C) by any stockholder of the Corporation who (1) was a stockholder of record at the time of giving of notice
provided for in Section 11(a)(iii) of this ARTICLE II, on the record date for determination of stockholders of the
Corporation entitled to vote at the meeting, and at the time of the annual meeting, (2) at the time of the meeting, is
entitled to vote at the meeting and (3) complies with the notice procedures set forth in Section 11(a)(iii) of this
ARTICLE II. For the avoidance of doubt, the foregoing clause (C) of this Section 11(a)(i) of ARTICLE II shall be
the exclusive means for a stockholder to propose such business (other than business included in the Corporation’s
proxy materials pursuant to Rule 14a-8 under the Exchange Act or business brought by the Ryan Parties (as defined
below) and any entity or person that controls, is controlled by or under common control with the Ryan Parties (other
than the Corporation and any entity that is controlled by the Corporation) and any investment vehicles, trusts or
funds managed or controlled, directly or indirectly, by or otherwise affiliated with the Ryan Parties (the “Ryan Party
Affiliates”) at any time prior to the Advance Notice Trigger Date (as defined below)) before an annual meeting of
stockholders.
(ii) For any business (other than (A) nominations of persons for election to the Board of Directors, which must be
made in compliance with and are governed exclusively by Section 11(b) of this ARTICLE II or (B) business brought
by any of the unitholders (other than the Corporation) (the “LLC Unitholders”) of New Ryan Specialty, LLC, which
is controlled by Patrick G. Ryan, the Corporation’s founder and executive chairman and certain members of his
family and various trusts (collectively, the “Ryan Parties”) and the Ryan Party Affiliates at any time prior to the date
when the Ryan Parties cease to beneficially own in the aggregate (directly or indirectly) at least ten percent (10%) of
the voting power of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in
the election of directors (the “Advance Notice Trigger Date”), which must be made in compliance with and are
governed exclusively by Section 11(a)(iii) of this ARTICLE II) to be properly brought before an annual meeting by
a stockholder, the stockholder must have given timely notice thereof in proper written form as described in Section
11(a)(iv) of this ARTICLE II to the Secretary; any such proposed business must be a proper matter for stockholder
action and the stockholder and the Stockholder Associated Person (as defined in Section 11(e) of this ARTICLE II)
must have acted in accordance with the representations set forth in the Solicitation Statement (as defined in Section
11(a)(iv) of this ARTICLE II) required by these Bylaws. To be timely, a stockholder’s notice for such business must
be delivered by hand and received by the Secretary at the principal executive offices of the Corporation in proper
written form not less than ninety (90) days and not more than one hundred twenty (120) days prior to the first
anniversary of the preceding year’s annual meeting of stockholders; provided, however, that if and only if the annual
meeting is not scheduled to be held within a period that commences thirty (30) days before such anniversary date
and ends thirty (30) days after such anniversary date, or if no annual meeting was held in the preceding year, such
stockholder’s notice must be delivered not earlier than the 120th day prior to the date of such annual meeting and by
the later of (A) the tenth day following the day the Public Announcement (as defined in Section 11(e) of this
ARTICLE II) of the date of the annual meeting is first made or (B) the date which is ninety (90) days prior to the
date of the annual meeting. In no event shall any adjournment or postponement of an annual meeting 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. Notices delivered pursuant to Section 11(a) of this ARTICLE II will be deemed received
on any given day only if received prior to the Close of Business (as defined below) on such day (and otherwise shall
be deemed received on the next succeeding Business Day (as defined below)).
(iii) Prior to the Advance Notice Trigger Date and except for notices regrading nominations of persons for election
to the Board of Directors, which must be made in compliance with and are governed exclusively by Section 11(b) of
this ARTICLE II, any notice of business to be brought before an annual meetings of stockholders that is brought by
the Ryan Parties may be delivered at any time prior to the mailing of the definitive proxy statement pursuant to
Section 14(a) of the Exchange Act related to the next annual meeting of stockholders, provided that such notice must
be in proper written form as described in Section 11(a)(iv) of this ARTICLE II to the Secretary.
(iv) To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter of business
the stockholder proposes to bring before the annual meeting:
(A) a brief description of the business desired to be brought before the annual meeting (including the specific text of
any proposal, resolutions or actions proposed for consideration and if such business includes a proposal to amend
these Bylaws, the specific language of the proposed amendment) and the reasons for conducting such business at the
annual meeting,
(B) the name and address of the stockholder proposing such business, as they appear on the Corporation’s books, the
name and address (if different from the Corporation’s books) of such proposing stockholder, and the name and
address of any Stockholder Associated Person,
(C) the class or series and number of shares of stock of the Corporation which are directly or indirectly held of
record or beneficially owned by such stockholder or by any Stockholder Associated Person, a description of any
Derivative Positions (as defined in Section 11(e) of this ARTICLE II) directly or indirectly held or beneficially held
by the stockholder or any Stockholder Associated Person, and whether and to the extent to which a Hedging
Transaction (as defined in Section 11(e) of this ARTICLE II) has been entered into by or on behalf of such
stockholder or any Stockholder Associated Person,
(D) a description of all arrangements or understandings between or among such stockholder or any Stockholder
Associated Person and any other person or entity (including their names) in connection with the proposal of such
business by such stockholder and any material interest of such stockholder, any Stockholder Associated Person or
such other person or entity in such business,
(E) a representation that such stockholder is a stockholder of record of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the annual meeting to bring such business before the meeting,
(F) any other information related to such stockholder or any Stockholder Associated Person that would be required
to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies
or consents (even if a solicitation is not involved) by such stockholder or Stockholder Associated Person in support
of the business proposed to be brought before the meeting pursuant to Section 14 of the Exchange Act, and the rules,
regulations and schedules promulgated thereunder, and
(G) a representation as to whether such stockholder or any Stockholder Associated Person intends or is part of a
group which intends to deliver a proxy statement and/or form of proxy to the holders of at least the percentage of the
Corporation’s outstanding capital stock required to approve the proposal or otherwise to solicit proxies or votes from
stockholders in support of the proposal (such representation, a “Solicitation Statement”).
In addition, any stockholder who submits a notice pursuant to Section 11(a) of this ARTICLE II is required to
update and supplement the information disclosed in such notice, if necessary, in accordance with Section 11(d) of
this ARTICLE II.
(v) Notwithstanding anything in these Bylaws to the contrary, no business (other than nominations of persons for
election to the Board of Directors, which must be made in compliance with and are governed exclusively by Section
11(b) of this ARTICLE II and business included in the Corporation’s proxy materials pursuant to the Exchange Act)
shall be conducted at an annual meeting except in accordance with the procedures set forth in Section 11(a) of this
ARTICLE II.
(b) Nominations at Annual Meetings of Stockholders.
(i) Only persons who are nominated in accordance and compliance with the procedures set forth in this Section 11(b)
of ARTICLE II shall be eligible for election to the Board of Directors at an annual meeting of stockholders.
(ii) Nominations of persons for election to the Board of Directors of the Corporation may be made at an annual
meeting of stockholders only (A) by or at the direction of the Board of Directors or any duly authorized committee
thereof or (B) by any stockholder of the Corporation who (1) was a stockholder of record at the time of giving of
notice provided for in this Section 11(b) of ARTICLE II on the record date for determination of stockholders of the
Corporation entitled to vote at the meeting, and at the time of the annual meeting, (2) is entitled to vote at the
meeting and (3) complies with the notice procedures set forth in this Section 11(b) of ARTICLE II. For the
avoidance of doubt, clause (B) of this Section 11(b)(ii) of ARTICLE II shall be the exclusive means for a
stockholder to make nominations of persons for election to the Board of Directors at an annual meeting of
stockholders. For nominations to be properly brought by a stockholder at an annual meeting of stockholders, the
stockholder must have given timely notice thereof in proper written form as described in Section 11(b)(iv) of this
ARTICLE II to the Secretary and the stockholder and the Stockholder Associated Person must have acted in
accordance with the representations set forth in the Nomination Solicitation Statement required by these Bylaws. To
be timely, a stockholder’s notice for the nomination of persons for election to the Board of Directors (other than
such a notice by the Ryan Parties prior to the Advance Notice Trigger Date, which is governed by Section 11(b)(iii)
in this ARTICLE II) must be delivered to the Secretary at the principal executive offices of the Corporation in
proper written form not less than ninety (90) days and not more than one hundred twenty (120) days prior to the first
anniversary of the preceding year’s annual meeting of stockholders; provided, however, that if and only if the annual
meeting is not scheduled to be held within a period that commences thirty (30) days before such anniversary date
and ends seventy (70) days after such anniversary date, or if no annual meeting was held in the preceding year, such
stockholder’s notice must be delivered not earlier than the 120th day prior to the date of such annual meeting and by
the later of the tenth day following the day the Public Announcement of the date of the annual meeting is first made
and the date which is ninety (90) days prior to the date of the annual meeting. In no event shall any adjournment or
postponement of an annual meeting 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. Notices delivered pursuant to this Section 11(b)
of ARTICLE II will be deemed received on any given day if received prior to the Close of Business (as defined
below) on such day (and otherwise on the next succeeding day). For the avoidance of doubt, a stockholder shall not
be entitled to make additional or substitute nominations following the expiration of the time periods set forth in these
Bylaws.
(iii) Prior to the Advance Notice Trigger Date, any notice regarding nominations of persons for the Board of
Directors brought before an annual meetings of stockholders that is brought by the Ryan Parties may be delivered at
any time prior to the mailing of the definitive proxy statement pursuant to Section 14(a) of the Exchange Act related
to the next annual meeting of stockholders, provided that such notice must be in proper written form as described in
Section 11(b)(iv) of this ARTICLE II to the Secretary.
(iv) To be in proper written form, a stockholder’s notice to the Secretary shall set forth:
(A) as to each person that the stockholder proposes to nominate for election or re-election as a director of the
Corporation, (1) the name, age, business address and residence address of the person, (2) the principal occupation or
employment of the person, (3) 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 the person, (4) the date such shares were acquired and the
investment intent of such acquisition and (5) any other information relating to the person that would be required to
be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies
or consents for a contested election of directors (even if an election contest or proxy solicitation is not involved), or
is otherwise required, pursuant to Section 14 of the Exchange Act, and the rules, regulations and schedules
promulgated thereunder (including such person’s written consent to being named in the proxy statement as a
nominee of the stockholder, if applicable, and to serving as a director if elected),
(B) as to the stockholder giving the notice, the name and address of such stockholder, as they appear on the
Corporation’s books, the name and address (if different from the Corporation’s books) of such proposing
stockholder, and the name and address of any Stockholder Associated Person,
(C) the class or series and number of shares of stock of the Corporation which are directly or indirectly held of
record or beneficially owned by such stockholder or by any Stockholder Associated Person with respect to the
Corporation’s securities, a description of any Derivative Positions directly or indirectly held or beneficially held by
the stockholder or any Stockholder Associated Person, and whether and the extent to which a Hedging Transaction
has been entered into by or on behalf of such stockholder or any Stockholder Associated Person,
(D) a description of all arrangements or understandings (including financial transactions and direct or indirect
compensation) between or among such stockholder or any Stockholder Associated Person and each proposed
nominee and any other person or entity (including their names) pursuant to which the nomination(s) are to be made
by such stockholder,
(E) a representation that such stockholder is a holder of record of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the persons named in its notice,
(F) any other information relating to such stockholder or any Stockholder Associated Person that would be required
to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of
proxies or consents for a contested election of directors (even if an election contest or proxy solicitation is not
involved), or otherwise required, pursuant to Section 14 of the Exchange Act, and the rules, regulations and
schedules promulgated thereunder, and
(G) a representation as to whether such stockholder or any Stockholder Associated Person intends or is part of a
group which intends to deliver a proxy statement and/or form of proxy to the holders of a sufficient number of the
Corporation’s outstanding shares reasonably believed by the stockholder or any Stockholder Associated Person, as
the case may be, to elect each proposed nominee or otherwise to solicit proxies or votes from stockholders in support
of the nomination (such representation, a “Nomination Solicitation Statement”).
In addition, any stockholder who submits a notice pursuant to this Section 11(b) of ARTICLE II is required to
update and supplement the information disclosed in such notice, if necessary, in accordance with Section 11(d) of
this ARTICLE II and shall comply with Section 11(f) of this ARTICLE II.
(v) Notwithstanding anything in Section 11(b)(ii) of this ARTICLE II to the contrary, if the number of directors to
be elected to the Board of Directors is increased effective after the time period for which nominations would
otherwise be due under Section 11(b)(ii) of this Article II and there is no Public Announcement naming the
nominees for additional directorships at least ten (10) days prior to the last day a stockholder may deliver a notice of
nomination in accordance with Section 11(b)(ii), a stockholder’s notice required by Section 11(b)(ii) of this
ARTICLE II shall also be considered timely, but only with respect to nominees for the additional directorships, if it
shall be received by the Secretary at the principal executive offices of the Corporation not later than the Close of
Business (as defined below) on the tenth day following the day on which such Public Announcement is first made
by the Corporation. The number of nominees a stockholder may nominate for election at the annual meeting (or in
the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder
may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of
directors to be elected at such annual meeting.
(c) Nominations at Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the notice of meeting. Only persons who are
nominated in accordance and compliance with the procedures set forth in this Section 11(c) of ARTICLE II shall be
eligible for election to the Board of Directors at a special meeting of stockholders at which directors are to be
elected. Nominations of persons for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the notice of meeting only (i) by or at the direction of
the Board of Directors, any duly authorized committee thereof, or stockholders (to the extent stockholders are
permitted to call a special meeting of stockholders pursuant to Section 2 of ARTICLE SEVEN of the Certificate of
Incorporation and Section 3(b) of these Bylaws) or (ii) provided that the Board of Directors or stockholders (to the
extent stockholders are permitted to call a special meeting of stockholders pursuant to Section 2 of ARTICLE
SEVEN of the Certificate of Incorporation and Section 3(b) of these Bylaws) has determined that directors are to be
elected at such special meeting, by any stockholder of the Corporation who (A) was a stockholder of record at the
time of giving of notice provided for in this Section 11(c) of ARTICLE II and at the time of the special meeting, (B)
is entitled to vote at the meeting and (C) complies with the notice procedures provided for in this Section 11(c) of
ARTICLE II. For the avoidance of doubt, the foregoing clause (ii) of this Section 11(c) of ARTICLE II shall be the
exclusive means for a stockholder to propose nominations of persons for election to the Board of Directors at a
special meeting of stockholders at which directors are to be elected. For nominations to be properly brought by a
stockholder at a special meeting of stockholders, the stockholder must have given timely notice thereof in proper
written form as described in this Section 11(c) of ARTICLE II to the Secretary. To be timely, a stockholder’s notice
for the nomination of persons for election to the Board of Directors (other than such a notice by the Ryan Parties
prior to the Advance Notice Trigger Date, which may be delivered at any time any time prior to the mailing of the
definitive proxy statement pursuant to Section 14(a) of the Exchange Act related) must be received by the Secretary
at the principal executive offices of the Corporation not earlier than the 120th day prior to such special meeting and
not later than the Close of Business (as defined below) on the later of the 90th day prior to such special meeting or
the tenth day following the day on which a Public Announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment
or postponement of a special meeting 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. Notices delivered pursuant to this Section 11(c)
of ARTICLE II will be deemed received on any given day if received prior to the Close of Business (as defined
below) on such day (and otherwise on the next succeeding day). To be in proper written form, such stockholder’s
notice shall set forth all of the information required by, and otherwise be in compliance with, Section 11(b)(iii) of
this ARTICLE II. In addition, any stockholder who submits a notice pursuant to this Section 11(c) of ARTICLE II is
required to update and supplement the information disclosed in such notice, if necessary, in accordance with Section
11(d) of this ARTICLE II and shall comply with Section 11(f) of this ARTICLE II. The number of nominees a
stockholder may nominate for election at the special meeting (or in the case of a stockholder giving the notice on
behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting
on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting.
(d) Update and Supplement of Stockholder’s Notice. Any stockholder who submits a notice of proposal for business
or nomination for election pursuant to this Section 11 of ARTICLE II is required to update and supplement the
information disclosed in such notice, if necessary, so that the information provided or required to be provided in
such notice shall be true and correct as of the record date for determining the stockholders entitled to notice of the
meeting of stockholders and as of the date that is ten (10) Business Days (as defined below) prior to such meeting of
the stockholders or any adjournment or postponement thereof, and such update and supplement shall be received by
the Secretary at the principal executive offices of the Corporation not later than the Close of Business (as defined
below) on the fifth Business Day after the record date for the meeting of stockholders (in the case of the update and
supplement required to be made as of the record date), and not later than the Close of Business (as defined below) on
the eighth Business Day (as defined below) prior to the date for the meeting of stockholders or any adjournment or
postponement thereof (in the case of the update and supplement required to be made as of ten (10) Business Days
prior to the meeting of stockholders or any adjournment or postponement thereof). “Business Day” means Monday,
Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in Chicago, IL or New
York, NY are authorized or obligated by law or executive order to close. “Close of Business” means 5:00 p.m. local
time at the principal executive offices of the Corporation, and if an applicable deadline falls on the Close of Business
on a day that is not a Business Day, then the applicable deadline shall be deemed to be the Close of Business on the
immediately preceding Business Day.
(e) Definitions. For purposes of this Section 11 of ARTICLE II, the term:
(i) “Derivative Positions” means, with respect to a stockholder or any Stockholder Associated Person, any derivative
positions including, without limitation, any short position, profits interest, option, warrant, convertible security,
stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or
mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in
part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall
be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise and any
performance-related fees to which such stockholder or any Stockholder Associated Person is entitled based, directly
or indirectly, on any increase or decrease in the value of shares of capital stock of the Corporation;
(ii) “Hedging Transaction” means, with respect to a stockholder or any Stockholder Associated Person, any hedging
or other transaction (such as borrowed or loaned shares) or series of transactions, or any other agreement,
arrangement or understanding, the effect or intent of which is to increase or decrease the voting power or economic
or pecuniary interest of such stockholder or any Stockholder Associated Person with respect to the Corporation’s
securities;
(iii) “Public Announcement” means disclosure in a press release reported by the Dow Jones News Service,
Associated Press, Business Wire, PR Newswire or comparable 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 Exchange
Act; and
(iv) “Stockholder Associated Person” of any stockholder means (A) any person controlling, directly or indirectly,
such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by
such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with
such Stockholder Associated Person.
(f) Submission of Questionnaire, Representation and Agreement. To be qualified to be a nominee for election or re-
election as a director of the Corporation, a person must deliver (in the case of a person nominated by a stockholder
in accordance with Sections 11(b) or 11(c) of this ARTICLE II, in accordance with the time periods prescribed for
delivery of notice under such sections) to the Secretary at the principal executive offices of the Corporation a written
questionnaire with respect to the background and qualification of such person and the background of any other
person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the
Secretary upon written request of any stockholder of record identified by name within five Business Days of such
written request) and a written representation and agreement (in the form provided by the Secretary upon written
request of any stockholder of record identified by name within five Business Days of such written request) that such
person (i) is not and will not become a party to (A) any agreement, arrangement or understanding (whether written
or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, 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 (B) any Voting Commitment that could limit or interfere with such person’s
ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable
law, (ii) 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 that has not been disclosed to the Corporation and
(iii) would be in compliance, and if elected as a director of the Corporation will comply, with all applicable publicly
disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and
guidelines of the Corporation.
(g) Update and Supplement of Nominee Information. The Corporation may also, as a condition to any such
nomination or business being deemed properly brought before an annual meeting, require any Stockholder
Associated Person or proposed nominee to deliver to the Secretary, within five Business Days of any such request,
such other information as may reasonably be requested by the Corporation, including such other information as may
be reasonably required by the Board, in its sole discretion, to determine (A) the eligibility of such proposed nominee
to serve as a director of the Corporation, (B) whether such nominee qualifies as an “independent director” or “audit
committee financial expert” under applicable law, Securities and Exchange Commission and stock exchange rules or
regulation, or any publicly disclosed corporate governance guideline or committee charter of the Corporation and
(C) such other information that the Board of Directors determines, in its sole discretion, could be material to a
reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.
(h) Authority of Chair; General Provisions. Except as otherwise provided by applicable law, the Certificate of
Incorporation or these Bylaws, the Board of Directors (in advance of the meeting) and the chair of the meeting (who
shall be an officer) shall have the power and duty to determine whether any nomination or other business proposed
to be brought before the meeting was made or brought in accordance with the procedures set forth in these Bylaws
(including whether the stockholder or Stockholder Associated Person, if any, on whose behalf the nomination or
proposal is made or solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies
or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation
as required by Section 11(a)(iii)(G) or Section 11(b)(iii)(G), as applicable, of these Bylaws) and, if any nomination
or other business is not made or brought in compliance with these Bylaws, to declare that such nomination or
proposal of other business be disregarded and not acted upon. Notwithstanding the foregoing provisions of this
Section 11, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder)
does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or
proposed business, such nomination shall be disregarded and such proposed business shall not be transacted,
notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this
Section 11, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer,
manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an
electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of
stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the
writing or electronic transmission, at the meeting of stockholders.
(i) Compliance with Exchange Act. Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall
also comply with all applicable requirements of the Exchange Act and the rules, regulations and schedules
promulgated thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references
in these Bylaws to the Exchange Act or the rules, regulations and schedules promulgated thereunder are not intended
to and shall not limit the requirements applicable to any nomination or other business to be considered pursuant to
Section 11 of this ARTICLE II.
(j) Effect on Other Rights. Nothing in these Bylaws shall be deemed to (A) affect any rights of the stockholders to
request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act,
(B) confer upon any stockholder a right to have a nominee or any proposed business included in the Corporation’s
proxy statement, except as set forth in the Certificate of Incorporation or these Bylaws, (C) affect any rights of the
holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of
Incorporation or (D) limit the exercise, the method or timing of the exercise of, the rights of any person granted by
the Corporation to nominate directors (including pursuant to that Director Nomination Agreement, dated as of on or
about July 26, 2021 (as amended and/or restated or supplemented from time to time, the “Nomination Agreement”),
by and among the Corporation and the investors named therein, which rights may be exercised without compliance
with the provisions of this Section 11 of ARTICLE II.
Section 12. Fixing a Record Date for Stockholder Meetings. In order that the Corporation may determine the
stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors
may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more than 60 days nor less than 10 days
before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for
determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it
fixes such record date, that a later date on or before the date of the meeting shall be the date for making such
determination. 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 the Close of Business on the next day preceding
the day on which notice is first given, or, if notice is waived, at the Close of Business on the day next preceding the
day on which the meeting is held. 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 in conformity herewith; and in such case shall also
fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that
fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section
12 at the adjourned meeting.
Section 13. Action by Stockholders Without a Meeting. So long as stockholders of the Corporation have the right to
act by consent in lieu of a meeting in accordance with Section 1 of ARTICLE SEVEN of the Certificate of
Incorporation, the following provisions shall apply:
(a) Record Date. For the purpose of determining the stockholders entitled to consent to corporate action without a
meeting as may be permitted by the Certificate of Incorporation or the certificate of designation relating to any
outstanding class or series of preferred stock, the Board of Directors may fix a record date, which record date shall
not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which
record date shall not be more than ten (10) (or the maximum number permitted by applicable law) days after the date
on which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record
seeking to have the stockholders authorize or take action by consent in lieu of a meeting shall, by written notice
delivered to the Secretary at the Corporation’s principal place of business during regular business hours, request that
the Board of Directors fix a record date, which notice shall include the text of any proposed resolutions. Notices
delivered pursuant to Section 13(a) of this ARTICLE II will be deemed received on any given day only if received
prior to the Close of Business on such day (and otherwise shall be deemed received on the next succeeding Business
Day). The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such
written notice is properly delivered to and deemed received by the Secretary, adopt a resolution fixing the record
date (unless a record date has previously been fixed by the Board of Directors pursuant to the first sentence of this
Section 13(a)). If no record date has been fixed by the Board of Directors pursuant to this Section 13(a) or otherwise
within ten (10) days of receipt of a valid request by a stockholder, the record date for determining stockholders
entitled to consent to corporate action without a meeting, when no prior action by the Board of Directors is required
pursuant to applicable law, shall be the first date after the expiration of such ten (10) day time period on which a
signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation pursuant to
Section 13(b); provided, however, that if prior action by the Board of Directors is required by applicable law, the
record date for determining stockholders entitled to consent to corporate action without a meeting shall in such an
event be at the Close of Business on the day on which the Board of Directors adopts the resolution taking such prior
action.
(b) Generally. No consent shall be effective to take the corporate action referred to therein unless consents signed by
a sufficient number of stockholders to take such action are delivered to the Corporation, in the manner required by
this Section 13, within sixty (60) (or the maximum number permitted by applicable law) days of the first date on
which a consent is delivered to the Corporation in the manner required by applicable law. The validity of any
consent executed by a proxy for a stockholder pursuant to an electronic transmission transmitted to such proxy
holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. A
written record of the information upon which the person making such determination relied shall be made and kept in
the records of the proceedings of the stockholders. Any such consent shall be inserted in the minute book as if it
were the minutes of a meeting of stockholders. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous consent shall be given by the Corporation (at its expense) to those stockholders who have
not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for notice of such meeting had been the date that consents signed by a sufficient number of holders
to take the action were delivered to the Corporation.
Section 14. Conduct of Meetings.
(a) Generally. Meetings of stockholders shall be presided over by the Chair of the Board, if any, or in the Chair’s
absence or disability, by the Chief Executive Officer, or in the Chief Executive Officer’s absence or disability, by
the President, or in the President’s absence or disability, by a Vice President (in the order as determined by the
Board of Directors), or in the absence or disability of the foregoing persons by a chair designated by the Board of
Directors, or in the absence or disability of such person, by a chair chosen at the meeting; provided, however, that
the chair must be an officer of the Company. The Secretary shall act as secretary of the meeting, but in the
Secretary’s absence or disability the chair of the meeting may appoint any person to act as secretary of the meeting.
(b) Rules, Regulations and Procedures. The Board of Directors may adopt by resolution such rules, regulations and
procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including,
without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means
of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent
inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chair of any
meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the 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: (i) the establishment of an agenda or order of business for the meeting; (ii)
rules and procedures for maintaining order at the meeting and the safety of those present; (iii) 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; (iv) restrictions on entry to the
meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted to questions or
comments by participants; and (vi) restrictions on the use of mobile phones, audio or video recording devices and
similar devices at the meeting. The chair of the meeting of stockholders, in addition to making any other
determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and
declare to the meeting that a nomination or matter or business was not properly brought before the meeting and if
such chair should so determine, such chair shall so declare to the meeting and any such matter or business not
properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by
the Board of Directors or the chair of the meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure. The chair of the meeting shall announce at the meeting when
the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots,
proxies or votes or any revocations or changes thereto may be accepted. The chair of the meeting shall have the
power, right and authority, for any or no reason, to convene, recess and/or adjourn any meeting of stockholders.
(c) Inspectors of Elections. The Corporation may, and to the extent required by law shall, in advance of any meeting
of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof.
One or more other persons may be designated 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 the meeting shall appoint one or more
inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents
of the Corporation. No person who is a candidate for an office at an election may serve as an inspector at such
election. Each inspector, before entering upon the discharge of such inspector’s duties, 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. The inspector shall have the duties prescribed by law and, when the vote is completed, shall make a
certificate of the result of the vote taken and of such other facts as may be required by law.
Section 15. Remote Communication. If authorized by the Board of Directors in its sole discretion, and subject to
such guidelines and procedures as the Board may adopt, stockholders and proxyholders not physically present at a
meeting of stockholders may, by means of remote communication:
(a) participate in a meeting of stockholders; and
(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a
designated place or solely by means of remote communication, provided that
(c) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to
vote at the meeting by means of remote communication is a stockholder or proxyholder;
(d) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including
an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and
(e) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication,
a record of such vote or other action shall be maintained by the Corporation.
ARTICLE III
DIRECTORS
Section 1. General Powers. Except as otherwise provided in the Certificate of Incorporation or the DGCL, the
business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Section 2. Annual Meetings. The annual meeting of the Board of Directors shall be held without other notice than
this Bylaw immediately after, and at the same place as, the annual meeting of stockholders. In the event that the
annual meeting of stockholders takes place telephonically or through any other means by which the stockholders do
not convene in any one location, the annual meeting of the Board of Directors shall be held at the principal offices of
the Corporation immediately after the annual meeting of the stockholders.
Section 3. Regular Meetings and Special Meetings. Regular meetings, other than the annual meeting, of the Board of
Directors may be held without notice at such time and at such place as shall from time to time be determined by
resolution of the Board of Directors and publicized among all directors. Special meetings of the Board of Directors
may be called by (i) the Chair of the Board, if any, (ii) a director appointed by the Ryan Parties to call such special
meetings or (iii) by the Secretary upon the written request of a majority of the directors then in office, and in each
case shall be held at the place, if any, on the date and at the time as he, she or they shall fix. Any and all business
may be transacted at a special meeting of the Board of Directors.
Section 4. Notice of Meetings. Notice of regular meetings of the Board of Directors need not be given except as
otherwise required by law or these Bylaws. Notice of each special meeting of the Board of Directors, and of each
regular and annual meeting of the Board of Directors for which notice is required, shall be given by the Secretary as
hereinafter provided in this Section 4. Such notice shall state the date, time and place, if any, of the meeting. Notice
of any special meeting, and of any regular or annual meeting for which notice is required, shall be given to each
director at least (a) twenty-four (24) hours before the meeting if by telephone or by being personally delivered or
sent by overnight courier, telecopy, electronic transmission, email or similar means or (b) five (5) days before the
meeting if delivered by mail to the director’s residence or usual place of business. Such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage prepaid, or when transmitted if sent
by telex, telecopy, electronic transmission, email or similar means. Neither the business to be transacted at, nor the
purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such
meeting.
Section 5. Waiver of Notice. Any director may waive notice of any meeting of directors by a writing signed by the
director or by electronic transmission. Any member of the Board of Directors or any committee thereof who is
present at a meeting shall have waived notice of such meeting except when such member attends for the express
purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not
lawfully called or convened and does not further participate in the meeting. Such member shall be conclusively
presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting
or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting
before the adjournment thereof or shall be forwarded by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in
favor of such action.
Section 6. Chair of the Board, Quorum, Required Vote and Adjournment. Subject to provisions regarding
appointment of the Chair of the Board in the Certificate of Incorporation and the Nomination Agreement, the Board
of Directors may elect a Chair of the Board. The Chair of the Board must be a director and may be an officer of the
Corporation. Subject to the provisions of these Bylaws and the direction of the Board of Directors, he or she shall
perform all duties and have all powers which are commonly incident to the position of Chair of the Board or which
are delegated to him or her by the Board of Directors, preside at all meetings of the stockholders and Board of
Directors at which he or she is present and have such powers and perform such duties as the Board of Directors may
from time to time prescribe. If the Chair of the Board is not present at a meeting of the Board of Directors, the Chief
Executive Officer (if the Chief Executive Officer is a director and is not also the Chair of the Board) shall preside at
such meeting, and, if the Chief Executive Officer is not present at such meeting, a majority of the directors present at
such meeting shall elect one of the directors present at the meeting to so preside. At all meetings of the Board of
Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business,
provided, however, that a quorum shall never be less than one-third the total number of directors. Unless by express
provision of an applicable law, the Certificate of Incorporation or these Bylaws a different vote is required, the vote
of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of
Directors may from time to time determine. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may, to the fullest extent permitted by law, adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 7. Committees.
(a) Subject to provisions regarding committee designations in the Nomination Agreement, the Board of Directors
may designate one or more committees, including an executive committee, consisting of one or more of the directors
of the Corporation, and any committees required by the rules and regulations of such exchange as any securities of
the Corporation are listed. The Board of Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of the committee. Except to the
extent restricted by applicable law or the Certificate of Incorporation, each such committee, to the extent provided
by the DGCL and in the resolution creating it, shall have and may exercise all the powers and authority of the Board
of Directors. Each such committee shall serve at the pleasure of the Board of Directors. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors upon request.
(b) 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
of the committee shall be necessary to constitute a quorum. All matters shall be determined by a majority vote of the
members present at a meeting at which a quorum is present. Unless otherwise provided in such a resolution, in the
event that a member and that member’s alternate, if alternates are designated by the Board of Directors, of such
committee is or are absent or disqualified, the member or members present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in place of any such absent or disqualified member.
Section 8. Action by Written Consent. 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 such committee, as the case
may be, consent thereto in writing or by electronic transmission. After the action is taken, the consent or consents
relating thereto shall be filed with the minutes of proceedings of the board or committee in the same paper form or
electronic form as the minutes are maintained.
Section 9. Compensation. The Board of Directors shall have the authority to fix the compensation, including fees,
reimbursement of expenses and equity compensation, of directors for services to the Corporation in any capacity,
including for attendance of meetings of the Board of Directors or participation on any committees. No such payment
shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 10. Reliance on Books and Records. A member of the Board of Directors, or a member of any committee
designated by the Board of Directors shall, in the performance of such member’s duties, be fully protected in relying
in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by
any other person as to matters the member reasonably believes are within such other person’s professional or expert
competence and who has been selected with reasonable care by or on behalf of the Corporation.
Section 11. Telephonic and Other Meetings. Unless restricted by the Certificate of Incorporation, any one or more
members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors
or such committee by means of conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other. Participation by such means shall constitute presence in
person at a meeting.
ARTICLE IV
OFFICERS
Section 1. Number and Election. Subject to the authority of Chief Executive Officer to appoint officers as set forth
in Section 11 of this Article IV, the officers of the Corporation shall be elected by the Board of Directors and shall
consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Chief Financial
Officer, a Treasurer and such other officers and assistant officers as may be deemed necessary or desirable by the
Board of Directors. Any number of offices may be held by the same person. In its discretion, the Board of Directors
may choose not to fill any office for any period as it may deem advisable.
Section 2. Term of Office. Each officer shall hold office until a successor is duly elected and qualified or until his or
her earlier death, resignation or removal as hereinafter provided.
Section 3. Removal. Any officer or agent of the Corporation may be removed with or without cause by the Board of
Directors, a duly authorized committee thereof or by such officers as may be designated by a resolution of the Board
of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Any officer appointed by the Chief Executive Officer in accordance with Section 11 of this Article IV may also be
removed by the Chief Executive Officer in his or her sole discretion.
Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification
or otherwise may be filled by the Board of Directors or the Chief Executive Officer in accordance with Section 11 of
this Article IV.
Section 5. Compensation. Compensation of all executive officers shall be approved by the Board of Directors or a
duly authorized committee thereof, and no officer shall be prevented from receiving such compensation by virtue of
his or her also being a director of the Corporation.
Section 6. Chief Executive Officer. The Chief Executive Officer shall have the powers and perform the duties
incident to that position. The Chief Executive Officer shall, in the absence of the Chair of the Board, or if a Chair of
the Board shall not have been elected, preside at each meeting of (a) the Board of Directors if the Chief Executive
Officer is a director and (b) the stockholders. Subject to the powers of the Board of Directors and the Chair of the
Board, the Chief Executive Officer shall supervise and control the business and affairs of the Corporation, and shall
be its chief policy making officer. The Chief Executive Officer shall have such other powers and perform such other
duties as may be prescribed by the Board of Directors or provided in these Bylaws. The Chief Executive Officer is
authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation,
except where required or permitted by law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the
Corporation. Whenever the President is unable to serve, by reason of sickness, absence or otherwise, the Chief
Executive Officer shall perform all the duties and responsibilities and exercise all the powers of the President.
Section 7. The President. The President of the Corporation shall, subject to the powers of the Board of Directors, the
Chair of the Board and the Chief Executive Officer, have general charge of the business, affairs and property of the
Corporation, and control over its officers, agents and employees. The President shall see that all orders and
resolutions of the Board of Directors are carried into effect. The President is authorized to execute bonds, mortgages
and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated
by the Board of Directors to some other officer or agent of the Corporation. The President shall, in the absence of
the Chief Executive Officer, act with all of the powers and be subject to all of the restrictions of the Chief Executive
Officer. The President shall have such other powers and perform such other duties as may be prescribed by the Chair
of the Board, the Chief Executive Officer, the Board of Directors or as may be provided in these Bylaws or
otherwise are incident to the position of President.
Section 8. Vice Presidents. The Vice President, or if there shall be more than one, the Vice Presidents, in the order
determined by the Board of Directors or the Chair of the Board, shall, perform such duties and have such powers as
the Board of Directors, the Chair of the Board, the Chief Executive Officer, the President or these Bylaws may, from
time to time, prescribe or which otherwise are incident to the position of Vice President. The Vice Presidents may
also be designated as Executive Vice Presidents or Senior Vice Presidents, as the Board of Directors may from time
to time prescribe.
Section 9. The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors
(other than executive sessions thereof) and all meetings of the stockholders and record all the proceedings of the
meetings in a book or books to be kept for that purpose or shall ensure that his or her designee attends each such
meeting to act in such capacity. Under the Board of Directors’ supervision, the Secretary shall give, or cause to be
given, all notices required to be given by these Bylaws or by law; shall have such powers and perform such duties as
the Board of Directors, the Chair of the Board, the Chief Executive Officer, the President or these Bylaws may, from
time to time, prescribe or which otherwise are incident to the position of Secretary; and shall have custody of the
corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate
seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature
of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than
one, any of the assistant secretaries, shall in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of
Directors, the Chair of the Board, the Chief Executive Officer, the President, or Secretary may, from time to time,
prescribe.
Section 10. The Chief Financial Officer and the Treasurer. The Chief Financial Officer shall have the custody of the
corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation as shall be necessary or desirable in accordance with applicable law or generally
accepted accounting principles; shall deposit all monies and other valuable effects in the name and to the credit of
the Corporation as may be ordered by the Chair of the Board or the Board of Directors; shall receive, and give
receipts for, moneys due and payable to the Corporation from any source whatsoever; shall cause the funds of the
Corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such
disbursements; and shall render to the Board of Directors, at its regular meeting or when the Board of Directors so
requires, an account of the financial condition and operations of the Corporation; shall have such powers and
perform such duties as the Board of Directors, the Chair of the Board, the Chief Executive Officer, the President or
these Bylaws may, from time to time, prescribe or which otherwise are incident to the position of Chief Financial
Officer. The Treasurer, if any, shall in the absence or disability of the Chief Financial Officer, perform the duties
and exercise the powers of the chief financial officer, subject to the power of the board of directors. The Treasurer, if
any, shall perform such other duties and have such other powers as the board of directors may, from time to time,
prescribe.
Section 11. Appointed Officers. In addition to officers designated by the Board in accordance with this ARTICLE
IV, the Chief Executive Officer shall have the authority to appoint other officers below the level of Board-appointed
Vice President as the Chief Executive Officer may from time to time deem expedient and may designate for such
officers titles that appropriately reflect their positions and responsibilities. Such appointed officers shall have such
powers and shall perform such duties as may be assigned to them by the Chief Executive Officer or the senior
officer to whom they report, consistent with corporate policies. An appointed officer shall serve until the earlier of
such officer’s resignation or such officer’s removal by the Chief Executive Officer or the Board of Directors at any
time, either with or without cause.
Section 12. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than
those whose duties are provided for in these Bylaws, shall have such authority and perform such duties as may from
time to time be prescribed by resolution of the Board of Directors and, to the extent not so provided, as generally
pertain to their respective offices, subject to the control of the Board of Directors.
Section 13. Officers’ Bonds or Other Security. If required by the Board of Directors, any officer of the Corporation
shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety as
the Board of Directors may require.
Section 14. Delegation of Authority. The Board of Directors may by resolution delegate the powers and duties of
such officer to any other officer or to any director, or to any other person whom it may select.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Form. The shares of stock of the Corporation shall be represented by certificates, provided that the Board
of Directors may provide by resolution that some or all of any or all classes or series of its 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. If shares are represented by certificates, the certificates shall be in such form as
required by applicable law and as determined by the Board of Directors. Each certificate shall certify the number of
shares owned by such holder in the Corporation and shall be signed by, or in the name of the Corporation by two
authorized officers of the Corporation including, but not limited to, the Chair of the Board (if an officer), the Chief
Executive Officer, the President, a Vice President, the Chief Financial Officer, the Treasurer, the Secretary and an
Assistant Secretary of the Corporation. Any or all signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed, or whose facsimile signature or signatures have been used on, any
such certificate or certificates shall cease to be such officer, transfer agent or registrar of the Corporation whether
because of death, resignation or otherwise before such certificate or certificates have been issued by the Corporation,
such certificate or certificates may nevertheless be issued as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be
such officer, transfer agent or registrar of the Corporation at the date of issue. All certificates for shares shall be
consecutively numbered or otherwise identified. The Board of Directors may appoint a bank or trust company
organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in
connection with the transfer of any class or series of securities of the Corporation. The Corporation, or its designated
transfer agent or other agent, shall keep a book or set of books to be known as the stock transfer books of the
Corporation, containing the name of each holder of record, together with such holder’s address and the number and
class or series of shares held by such holder and the date of issue. When shares are represented by certificates, the
Corporation shall issue and deliver to each holder to whom such shares have been issued or transferred, certificates
representing the shares owned by such holder, and shares of stock of the Corporation shall only be transferred on the
books of the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing,
upon surrender to the Corporation or its designated transfer agent or other agent of the certificate or certificates for
such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such
endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied
by all necessary stock transfer stamps. In that event, it shall be the duty of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate or certificates and record the transaction on its books. When
shares are not represented by certificates, shares of stock of the Corporation shall only be transferred on the books of
the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, with such
evidence of the authenticity of such transfer, authorization and other matters as the Corporation may reasonably
require, and accompanied by all necessary stock transfer stamps, and within a reasonable time after the issuance or
transfer of such shares, the Corporation shall, if required by applicable law, send the holder to whom such shares
have been issued or transferred a written statement of the information required by applicable law. Unless otherwise
provided by applicable law, the Certificate of Incorporation, Bylaws or any other instrument, the rights and
obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates
representing stock of the same class and series shall be identical.
Section 2. Lost Certificates. The Corporation may issue or direct a new certificate or certificates or uncertificated
shares to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have
been lost, stolen or destroyed, upon the making of an affidavit of that fact by the owner of the lost, stolen or
destroyed certificate. When authorizing such issue of a new certificate or certificates or uncertificated shares, the
Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond in
such sum as it may direct, sufficient to indemnify the Corporation against any claim that may be made against the
Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new
certificate or uncertificated shares.
Section 3. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person
registered on its records as the owner of shares of stock to receive dividends, to vote, to receive notifications and
otherwise to exercise all the rights and powers of an owner, except as otherwise required by applicable law. The
Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares of
stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise
required by applicable law.
Section 4. Fixing a Record Date for Purposes Other Than Stockholder Meetings or Actions by Written Consent. In
order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other
distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purposes of any other lawful action (other than stockholder meetings and
stockholder consents which are expressly governed by Sections 12 and 13 of ARTICLE II hereof), the Board of
Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such purpose shall be at the Close of Business on the day
on which the Board of Directors adopts the resolution relating thereto.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Dividends. Subject to and in accordance with applicable law, the Certificate of Incorporation and any
certificate of designation relating to any series of preferred stock, dividends upon the shares of capital stock of the
Corporation may be declared and paid by the Board of Directors, in accordance with applicable law. Dividends may
be paid in cash, in property or in shares of the Corporation’s capital stock, subject to the provisions of applicable law
and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends a reserve or reserves for any proper purpose. The Board of Directors may
modify or abolish any such reserves in the manner in which they were created.
Section 2. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the
Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or
persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by
the Board of Directors to make such designation.
Section 3. Contracts. In addition to the powers otherwise granted to officers pursuant to ARTICLE IV hereof, the
Board of Directors may authorize any officer or officers, or any agent or agents, in the name and on behalf of the
Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations
or instruments, and such authority may be general or confined to specific instances.
Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 5. Corporate Seal. The Board of Directors may provide a corporate seal which shall be in the form of a circle
and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware.” The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Notwithstanding the foregoing, no seal shall be required by virtue of this Section.
Section 6. Voting Securities Owned By Corporation. Voting securities in any other corporation or entity held by the
Corporation shall be voted by the Chair of the Board, Chief Executive Officer, the President or the Chief Financial
Officer, unless the Board of Directors specifically confers authority to vote with respect thereto, which authority
may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote
securities shall have the power to appoint proxies, with general power of substitution.
Section 7. Facsimile/Electronic Signatures. In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these Bylaws, docusign, facsimile and other forms of electronic signatures of any officer
or director of the Corporation may be used to the fullest extent permitted by law.
Section 8. Section Headings. Section headings in these Bylaws are for convenience of reference only and shall not
be given any substantive effect in limiting or otherwise construing any provision herein.
Section 9. Inconsistent Provisions. In the event that any provision (or part thereof) of these Bylaws is or becomes
inconsistent with any provision of the Certificate of Incorporation, the DGCL, any other applicable law or the
Nomination Agreement, the provision (or part thereof) of these Bylaws shall be construed and deemed to have been
revised to conform to the applicable provision of the Certificate of Incorporation, the DGCL, other applicable law or
the Nomination Agreement, as the case may be, the applicable provisions of which shall be deemed incorporated
herein by reference so as to eliminate any such inconsistency.
ARTICLE VII
INDEMNIFICATION
Section 1. Right to Indemnification and Advancement. Each person who was or is made a party or is threatened to
be made a party to or is otherwise involved (including involvement, without limitation, as a witness) in any actual or
threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by
reason of the fact that he or she is or was a director or 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 or agent of another
corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee
benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss
(including attorneys’ fees and related disbursements, judgments, fines, excise taxes or penalties under the Employee
Retirement Income Security Act of 1974, as amended from time to time (“ERISA”) and any other penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided,
however, that, except as provided in this Section 2 of this ARTICLE VII with respect to proceedings to enforce
rights to indemnification and advance of expenses (as defined below), 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 in the specific case by the Board of Directors of the Corporation. In addition to the right
to indemnification conferred herein, an indemnitee shall also have the right, to the fullest extent not prohibited by
law, to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final
disposition (an “advance of expenses”); provided, however, that if and to the extent that the DGCL requires, an
advance of expenses shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), 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 (a “final adjudication”) that such indemnitee is not
entitled to be indemnified for such expenses under this Section 1 or otherwise. The Corporation may also, by action
of its Board of Directors, provide indemnification and advancement to employees and agents of the Corporation.
Any reference to an officer of the Corporation in this ARTICLE VII shall be deemed to refer exclusively to the
Chair of the Board of Directors, Chief Executive Officer, President, Secretary and Treasurer of the Corporation
appointed pursuant to ARTICLE IV, and to any Vice President, Assistant Secretary, Assistant Treasurer or other
officer of the Corporation appointed by the Board of Directors pursuant to ARTICLE IV of these Bylaws, and any
reference to an officer of any other enterprise shall be deemed to refer exclusively to an officer appointed 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, including any title granted to such person by the Chief Executive Officer of pursuant to
ARTICLE IV, Section 11, 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 such other enterprise for purposes of this ARTICLE VII unless such person’s
appointment to such office was approved by the Board of Directors pursuant to ARTICLE VII.
Section 2. Procedure for Indemnification. Any claim for indemnification or advance of expenses by an indemnitee
under this Section 2 of ARTICLE VII shall be made promptly, and in any event within forty-five days (or, in the
case of an advance of expenses, twenty days, provided that the director or officer has delivered the undertaking
contemplated by Section 1 of this ARTICLE VII if required), upon the written request of the indemnitee. If the
Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment
in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty
days, provided that the indemnitee has delivered the undertaking contemplated by Section 1 of this ARTICLE VII if
required), the right to indemnification or advances as granted by this ARTICLE VII shall be enforceable by the
indemnitee in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with
successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation to the fullest extent permitted by applicable law. It shall be a defense to any such
action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required
pursuant to Section 1 of this ARTICLE VII, if any, has been tendered to the Corporation) that the claimant has not
met the applicable standard of conduct which make it permissible under the DGCL for the Corporation to indemnify
the claimant for the amount claimed, but the burden of proof shall be on the Corporation to the fullest extent
permitted by law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof,
independent legal counsel or its stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard
of conduct.
Section 3. Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any
person who is or was or has agreed to become a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner, member, trustee, administrator, employee or
agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise against
any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the Corporation would have the power to indemnify such person
against such expenses, liability or loss under the DGCL.
Section 4. Service for Subsidiaries. Any person serving as a director, officer, partner, member, trustee, administrator,
employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other
enterprise, at least fifty percent (50%) of whose equity interests are owned by the Corporation (a “subsidiary” for
purposes of this ARTICLE VII) shall be conclusively presumed to be serving in such capacity at the request of the
Corporation.
Section 5. Reliance. Persons who after the date of the adoption of this provision become or remain directors or
officers of the Corporation or who, while a director or officer of the Corporation, become or remain a director,
officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity,
advance of expenses and other rights contained in this ARTICLE VII in entering into or continuing such service. To
the fullest extent permitted by law, the rights to indemnification and to the advance of expenses conferred in this
ARTICLE VII shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or
occur both prior and subsequent to the adoption hereof. Any amendment, alteration or repeal of this ARTICLE VII
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. Non-Exclusivity of Rights; Continuation of Rights of Indemnification. The rights to indemnification and
to the advance of expenses conferred in this ARTICLE VII shall not be exclusive of any other right which any
person may have or hereafter acquire under the Certificate of Incorporation or under any statute, by-law, agreement,
vote of stockholders or disinterested directors or otherwise. All rights to indemnification under this ARTICLE VII
shall be deemed to be a contract between the Corporation and each director or officer of the Corporation who serves
or served in such capacity at any time while this ARTICLE VII is in effect. Any repeal or modification of this
ARTICLE VII or repeal or modification of relevant provisions of the DGCL or any other applicable laws shall not in
any way diminish any rights to indemnification and advancement of expenses of such director or officer or the
obligations of the Corporation arising hereunder with respect to any proceeding arising out of, or relating to, any
actions, transactions or facts occurring prior to the final adoption of such repeal or modification.
Section 7. Merger or Consolidation. For purposes of this ARTICLE VII, references to the “Corporation” shall
include, in addition to the resulting corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had
power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this ARTICLE VII with respect to the resulting or
surviving corporation as he or she would have with respect to such constituent corporation if its separate existence
had continued.
Section 8. Savings Clause. To the fullest extent permitted by law, if this ARTICLE VII or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless
indemnify and advance expenses to each person entitled to indemnification under Section 1 of this ARTICLE VII as
to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA
excise taxes and penalties and any other penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred or suffered by such person and for which indemnification and advancement of expenses is
available to such person pursuant to this ARTICLE VII to the fullest extent permitted by any applicable portion of
this ARTICLE VII that shall not have been invalidated.
ARTICLE VIII
AMENDMENTS
These Bylaws may be amended, altered, changed or repealed or new Bylaws adopted only in accordance with
Section 1 of ARTICLE TEN of the Certificate of Incorporation.
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