Effective November 4, 2024, the Company’s Board of Directors (the “Board”) amended and restated the Company’s Amended and Restated By-laws (as amended and restated, the “Bylaws”) primarily to clarify and implement certain procedural and disclosure requirements for the Company’s stockholders proposing director nominees for consideration at its annual or special meetings of stockholders in connection with the “universal proxy” rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (“Rule 14a-19”). The amendments also modify certain other provisions to align the Bylaws more closely with the Delaware General Corporation Law (the “DGCL”) and current market practices.

• Modify the provisions relating to the principal office, adjournment procedures, notice requirements, accessing the stockholder list, and emergency bylaws to align more closely to the DGCL (Article I, Article II, Sections 2.3 and 2.8, Article III, Section 3.11).

• Provide that the Company will disregard business proposals or director nominations, notwithstanding that proxies or votes regarding the same may have been received by the Company, if a stockholder does not provide the required information or comply with applicable requirements of the Bylaws or Rule 14a-19 (Article II, Section 2.7(a) and (b)).

• Clarify and update certain procedural requirements for director nominations or business proposals relating to the requirements for a proper stockholder’s notice and for any update and supplement of such information to be accurate and timely (Article II, Section 2.7(a), (b) and (c)).

• Add the term “Stockholder Associated Person” for consistency in the use of the terms “beneficial owner,” “affiliates” and “associate” and to remove the concept of “acting in concert” (Article II, Section 2.7(a), (b) and (d)).

• Update certain other procedural requirements for director nominations made by stockholders primarily to address Rule 14a-19, which include (1) requiring compliance with Rule 14a-19, (2) not allowing additional or substitute nominees following expirations of applicable notice deadlines, (3) limiting the number of stockholder nominees to the number of directors to be elected, (4) requiring a stockholder’s notice to include certain representations regarding the stockholder’s solicitation and (5) requiring reasonable documentary evidence of compliance with such representations and compliance with Rule 14a-19 (Article II, Section 2.7(b)); and require that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white (Article II, Section 2.6).