Among other things, the amendments affected by the Amended and Restated By-laws update certain procedural and other requirements in Article II, Section 13, related to director nominations by stockholders in light of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”) adopted by the SEC by requiring (i) compliance with Rule 14a-19, including directly incorporating the 67% solicitation requirement; (ii) director candidates to consent to being named in any proxy statement; (iii) documentation confirming the stockholder’s compliance with the Rule 14a-19 requirements; and (iv) reserving a white proxy card for the exclusive use of the Company. In addition, the amendments affected by the Amended and Restated By-laws (i) update certain other disclosure requirements related to director nominations and/or other business proposals by stockholders included in Article II, Section 13, by (1) clarifying the definition of “control person” and which Schedule 13D disclosure requirements should be addressed in stockholder notice; (2) limiting the scope of the director & officer questionnaires and other informational requirements; (3) requiring all written and signed representations and agreements of director nominees and completed director & officer questionnaires to be submitted at the same time as the stockholder notice of nomination; (ii) define and clarify the role of the chair of the meeting included in Article II, Sections 11 and 13; and (iii) remove reference to the director resignation policy as the policy is addressed elsewhere.

Additionally, the amendments affected by the Amended and Restated By-laws: (i) update certain provisions in Article II, Sections 5, 7 and 12, consistent with recent amendments to the Delaware General Corporation Law by (1) clarifying the adjournment procedures for virtual meetings of stockholders; (2) deleting the requirement to make available stockholder lists at stockholder meetings, and (3) clarifying that a person can execute a stockholder written consent prior to becoming a stockholder so long as the person is a stockholder as of the applicable record date; and (ii) make certain changes to the provisions relating to appointing of officers to provide additional flexibility. The Amended and Restated By-laws also incorporate technical and conforming revisions and clarifications.