Common use of Forum Clause in Contracts

Forum. 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 General Corporation Law, this Certificate of Incorporation 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 this Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time), (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 General Corporation Law and (b) the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, this Article IX shall not apply to claims seeking to enforce any liability or duty created by the Securities Exchange Act of 1934 or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IX.

Forum. 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, (iib) any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, by any current or former Directordirector, officer, other employee or agent stockholder of the Corporation to the Corporation or the Corporation’s stockholders, or a any claim of for aiding and abetting any such breach of fiduciary dutyalleged breach, (iiic) any action asserting a claim against the Corporation or any Directordirector, officer, other employee or agent stockholder of the Corporation (i) arising pursuant to any provision of the General Corporation LawDGCL, this Second A&R Certificate of Incorporation (as it may be amended or restated) or the Bylaws By-Laws or (ii) as either may be amended, restated, modified, supplemented to which the DGCL confers jurisdiction on the Delaware Court of Chancery or waived from time to time), (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time), (vd) any action asserting a claim against the Corporation or any Director, officer, current or former officer or director or other employee or agent stockholder 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 General law of the State of Delaware shall, in each case, to the fullest extent permitted by law, be solely and exclusively brought in the Delaware Court of Chancery; provided, however, that, in the event that the Delaware Court of Chancery lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Unless the Corporation Law and (b) consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, . Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the rules Corporation shall be entitled to equitable relief, including injunctive relief and regulations promulgated thereunder. Notwithstanding the foregoingspecific performance, this Article IX shall not apply to claims seeking to enforce the foregoing provisions. To the fullest extent permitted by law, any liability or duty created by the Securities Exchange Act of 1934 or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring or holding any interest in any security shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IXXII.

Forum. 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, shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (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 byby any director, officer 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 Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation employees arising pursuant to any provision of the General Corporation Law, DGCL or this Second Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amended, restated, modified, supplemented or waived from time to time)Bylaws, (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine or (v) any action to interpret, apply, enforce or determine the validity of this Certificate Second Amended and Restated Certificate, except for, as to each of Incorporation or (i) through (iv) above, any claim as to which the Bylaws Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Corporation Court of Chancery (as either may be amended, restated, modified, supplemented or waived from time and the indispensable party does not consent to timethe personal jurisdiction of the Court of Chancery within ten days following such determination), (v) any action asserting which is vested in the exclusive jurisdiction of a claim against court or forum other than the Corporation Court of Chancery, or any Directorfor which the Court of Chancery does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forum, 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 General Corporation Law and (b) the federal district courts of the United States of America shall, to the fullest extent permitted by law, shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, subject to and contingent upon a final adjudication in the rules and regulations promulgated thereunderState of Delaware of the enforceability of such exclusive forum provision. Notwithstanding the foregoing, this This Article IX XI shall not apply to claims seeking suits brought to enforce any a duty or liability or duty created by the Securities Exchange Act of 1934 1934, as amended, or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IX.

Forum. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, (a) the Court of Chancery of the State of Delaware shall(or, to if and only if the fullest extent permitted by lawCourt of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action or proceeding asserting a claim of or based on a breach of a fiduciary duty owed by, or other wrongdoing by, by any current or former Directordirector, officer, employee other employee, agent or agent stockholder of the Corporation to the Corporation or the stockholders of the Corporation’s stockholders, or a claim of aiding and abetting any such breach of fiduciary duty, (iii) any action or proceeding asserting a claim against the Corporation or any Directorcurrent or former director, officer, employee other employee, agent or agent stockholder of the Corporation arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the General Corporation Law, this Certificate of Incorporation Delaware Law or the Bylaws certificate of incorporation or these bylaws (as either each may be amended, restated, modified, supplemented or waived amended from time to time), (iv) any action or proceeding asserting a claim against the Corporation or any current or former director, officer, other employee, agent or stockholder of the Corporation governed by the internal affairs doctrine, (v) any action or proceeding to interpret, apply, enforce or determine the validity of this Certificate the certificate of Incorporation incorporation or the Bylaws of the Corporation these bylaws (as either each may be amended, restated, modified, supplemented or waived amended from time to time) (including any right, obligation or remedy thereunder), (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 or proceeding asserting an “internal corporate claim” ”, as that term is defined in Section 115 of Delaware Law and (vii) any action or proceeding as to which Delaware Law confers jurisdiction to the General Corporation Law Court of Chancery of the State of Delaware; provided, however, that this clause (a) shall not apply to claims brought to enforce a duty or liability created by the Securities Act of 1933, as amended, the Act or any other claim for which the federal courts have exclusive jurisdiction; and (b) the federal district courts of the United States of America shall, to the fullest extent permitted by law, shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, this Article IX shall not apply to claims seeking to enforce any liability or duty created by the Securities Exchange Act of 1934 or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing holding, owning or otherwise acquiring any interest in any security of the Corporation corporation shall be deemed to have notice of and consented to the provisions of this Article IX7.

Forum. 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, “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (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 byby any director, officer 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 Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation employees arising pursuant to any provision of the General Corporation Law, DGCL or this Third Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amendedBylaws, restated, modified, supplemented or waived from time to time), (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against the Corporation Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation that is employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (viD) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the General Corporation Law and (b) the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, as to which the Court of Chancery and the rules and regulations promulgated thereunderfederal district court for the District of Delaware shall have concurrent jurisdiction. Notwithstanding the foregoing, the provisions of this Article IX shall Section 12.1 will not apply to claims seeking suits brought to enforce any a duty or liability or duty created by the Securities Exchange Act of 1934 or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation (including, without limitation, any share of Common Stock) shall be deemed to have notice of and consented to the provisions of this Article IXSection 12.1.

Forum. 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, “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (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 byby any director, officer 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 Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation employees arising pursuant to any provision of the General Corporation Law, DGCL or this Second Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amendedBy Laws, restated, modified, supplemented or waived from time to time), (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against the Corporation Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation that is employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (viD) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the General Corporation Law and (b) the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, as to which the Court of Chancery and the rules and regulations promulgated thereunderfederal district court for the District of Delaware shall have concurrent jurisdiction. Notwithstanding the foregoing, the provisions of this Article IX shall Section 13.1 will not apply to claims seeking suits brought to enforce any a duty or liability or duty created by the Securities Exchange Act of 1934 or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IXSection 13.1.

Forum. (a) Unless the Corporation corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware shall(or, to if and only if the fullest extent permitted by lawCourt of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom shall be the sole and exclusive forum for the following claims or causes of action under the Delaware statutory or common law: (i) any derivative claim or cause of action or proceeding brought on behalf of the Corporation, corporation; (ii) any claim or cause of action asserting a claim of for breach of a fiduciary duty owed by, or other wrongdoing by, by any current or former Directordirector, officer, officer or other employee or agent of the Corporation corporation, to the Corporation corporation or the Corporationcorporation’s stockholders, or a claim of aiding and abetting any such breach of fiduciary duty, ; (iii) any claim or cause of action asserting a claim against the Corporation corporation or any Directorcurrent or former director, officer, officer or other employee or agent of the Corporation corporation, arising out of or pursuant to any provision of the General Corporation LawDGCL, this the Certificate of Incorporation or the Bylaws of the corporation (as either each may be amended, restated, modified, supplemented or waived amended from time to time), ; (iv) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of this the Certificate of Incorporation or the Bylaws of the Corporation corporation (as either each may be amended, restated, modified, supplemented or waived amended from time to time, including any right, obligation, or remedy thereunder), ; (v) any claim or cause of action asserting a claim against as to which the Corporation or any Director, officer, employee or agent DGCL confers jurisdiction on the Court of Chancery of the Corporation that is governed by the internal affairs doctrine or State of Delaware; and (vi) any claim or cause of action asserting an “internal corporate claim” as that term is defined in Section 115 against the corporation or any current or former director, officer or other employee of the General Corporation Law corporation, governed by the internal-affairs doctrine or otherwise related to the corporation’s internal affairs, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable parties named as defendants. This Section 51 of Article XV shall not apply to claims or causes of action brought to enforce a duty or liability created by the 1933 Act, the Securities Exchange Act of 1934, as amended, 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, to the fullest extent permitted by law, the federal district courts of the United States of America shall, to the fullest extent permitted by law, shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act 1933 Act, including all causes of 1933action asserted against any defendant named in such complaint. For the avoidance of doubt, as amendedthis provision is intended to benefit and may be enforced by the corporation, its officers and directors, the underwriters for any offering giving rise to such complaint, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, this Article IX shall not apply to claims seeking to enforce any liability or duty created by the Securities Exchange Act of 1934 or any other claim for which professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the U.S. federal courts have exclusive jurisdiction. documents underlying the offering. (c) Any person or entity purchasing holding, owning or otherwise acquiring any interest in any security of the Corporation corporation shall be deemed to have notice of and consented to the provisions of this Article IXthese Bylaws.

Forum. 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, “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (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 byby any director, officer 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 Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation employees arising pursuant to any provision of the General Corporation Law, DGCL or this Third Amended and Restated Certificate of Incorporation or the Bylaws (or as either may be amendedto which the DGCL confers jurisdiction on the Court of Chancery, restated, modified, supplemented or waived from time to time), (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against the Corporation Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation that is employees governed by the internal affairs doctrine doctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (viD) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the General Corporation Law and (b) the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, as to which the Court of Chancery and the rules and regulations promulgated thereunderfederal district court for the District of Delaware shall have concurrent jurisdiction. Notwithstanding the foregoing, the provisions of this Article IX shall Section 11.1 will not apply to claims seeking suits brought to enforce any a duty or liability or duty created by the Securities Exchange Act of 1934 1934, as amended, or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IXSection 11.1.

Forum. (a) Unless the Corporation corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware shall(or, to if and only if the fullest extent permitted by lawCourt of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom shall be the sole and exclusive forum for the following claims or causes of action under the Delaware statutory or common law: (i) any derivative claim or cause of action or proceeding brought on behalf of the Corporation, corporation; (ii) any claim or cause of action asserting a claim of for breach of a fiduciary duty owed by, or other wrongdoing by, by any current or former Directordirector, officer, officer or other employee or agent of the Corporation corporation, to the Corporation corporation or the Corporationcorporation’s stockholders, or a claim of aiding and abetting any such breach of fiduciary duty, ; (iii) any claim or cause of action asserting a claim against the Corporation corporation or any Directorcurrent or former director, officer, officer or other employee or agent of the Corporation corporation, arising out of or pursuant to any provision of the General Corporation LawDGCL, this the Certificate of Incorporation or these Bylaws of the Bylaws corporation (as either each may be amended, restated, modified, supplemented or waived amended from time to time), ; (iv) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of this the Certificate of Incorporation or the Bylaws of the Corporation corporation (as either each may be amended, restated, modified, supplemented or waived amended from time to time, including any right, obligation, or remedy thereunder), ; (v) any claim or cause of action asserting a claim against as to which the Corporation or any Director, officer, employee or agent DGCL confers jurisdiction on the Court of Chancery of the Corporation that is governed by the internal affairs doctrine or State of Delaware; and (vi) any claim or cause of action asserting an “internal corporate claim” as that term is defined in Section 115 against the corporation or any current or former director, officer or other employee of the General Corporation Law corporation, governed by the internal-affairs doctrine or otherwise related to the corporation’s internal affairs, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable parties named as defendants. This Section 48 of Article XIV shall not apply to claims or causes of action brought to enforce a duty or liability created by the 1933 Act, the Securities Exchange Act of 1934, as amended, 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, to the fullest extent permitted by law, the federal district courts of the United States of America shall, to the fullest extent permitted by law, shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act 1933 Act, including all causes of 1933action asserted against any defendant named in such complaint. For the avoidance of doubt, as amendedthis provision is intended to benefit and may be enforced by the corporation, its officers and directors, the underwriters for any offering giving rise to such complaint, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, this Article IX shall not apply to claims seeking to enforce any liability or duty created by the Securities Exchange Act of 1934 or any other claim for which professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the U.S. federal courts have exclusive jurisdiction. documents underlying the offering. (c) Any person or entity purchasing holding, owning or otherwise acquiring any interest in any security of the Corporation corporation shall be deemed to have notice of and consented to the provisions of this Article IXthese Bylaws.

Forum. Unless the Corporation consents in writing to the selection of an alternative forum, (a) to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware shall(or, to if, and only if, the fullest extent permitted by lawCourt of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if, and only if, all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (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 byby any director, officer 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 Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation employees arising pursuant to any provision of the General Corporation Law, DGCL or this Certificate of Incorporation or the Bylaws (as either may be amended, restated, modified, supplemented or waived from time to time)By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against the Corporation Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation that is employees governed by the internal affairs doctrine doctrine, or (viv) any action asserting an “internal corporate claim” as that such term is defined in Section 115 of the General Corporation Law DGCL, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (bB) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act of 1933, as amended (the “Securities Act”). Notwithstanding the foregoing, the provisions of this Section 11.1 will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other claim for which the federal courts have exclusive jurisdiction. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933Act, as amended, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, this Article IX shall not apply to claims seeking to enforce any liability or duty created by the Securities Exchange Act of 1934 or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation Company shall be deemed to have notice of and consented to the provisions of this Article IXprovision.

Forum. 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, “Court of Chancery”) shall be the sole and exclusive forum for any stockholder to bring (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 byby any director, officer 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 Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation employees arising pursuant to any provision of the General Corporation Law, DGCL or this Second Amended and Restated Certificate of Incorporation or the Bylaws (or as either may be amendedto which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, restated, modified, supplemented or waived from time to time), (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against the Corporation Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation that is employees governed by the internal affairs doctrine doctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (viD) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the General Corporation Law and (b) the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, as to which the Court of Chancery and the rules and regulations promulgated thereunderfederal district court for the District of Delaware shall have concurrent jurisdiction. Notwithstanding the foregoing, the provisions of this Article IX shall Section 1 will not apply to claims seeking suits brought to enforce any a duty or liability or duty created by the Securities Exchange Act of 1934 1934, as amended, or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and any consented to the provisions of this Article IXSection 1.

Forum. 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, shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (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 byby any director, officer 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 Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation employees arising pursuant to any provision of the General Corporation Law, DGCL or this Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amendedBylaws, restated, modified, supplemented or waived from time to time), (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against the Corporation Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation that is employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (viD) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the General Corporation Law and (b) the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, as to which the Court of Chancery and the rules and regulations promulgated thereunderfederal district court for the District of Delaware shall have concurrent jurisdiction. Notwithstanding the foregoing, the provisions of this Article IX shall Section 12.1 will not apply to claims seeking suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934 or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IX.

Forum. Unless the Corporation corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware shall(or, to if and only if the fullest extent permitted by lawCourt of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom shall be the sole and exclusive forum for the following claims or causes of action under Delaware statutory or common law: (iA) any derivative claim or cause of action or proceeding brought on behalf of the Corporation, corporation; (iiB) any claim or cause of action asserting a claim of for breach of a fiduciary duty owed by, or other wrongdoing by, by any current or former Directordirector, officer, officer or other employee or agent of the Corporation corporation, to the Corporation corporation or the Corporationcorporation’s stockholders, or a claim of aiding and abetting any such breach of fiduciary duty, ; (iiiC) any claim or cause of action asserting a claim against the Corporation corporation or any Directorcurrent or former director, officer, officer or other employee or agent of the Corporation corporation, arising out of or pursuant to any provision of the General Corporation LawDGCL, this the Certificate of Incorporation or the Bylaws of the corporation (as either each may be amended, restated, modified, supplemented or waived amended from time to time), ; (ivD) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of this the Certificate of Incorporation or the Bylaws of the Corporation corporation (as either each may be amended, restated, modified, supplemented or waived amended from time to time, including any right, obligation, or remedy thereunder), ; (vE) any claim or cause of action asserting a as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and (F) any claim or cause of action against the Corporation corporation or any Directorcurrent or former director, officer, officer or other employee or agent of the Corporation that is corporation, governed by the internal internal-affairs doctrine or (vi) any action asserting an “otherwise related to the corporation’s internal corporate claim” as that term is defined affairs, in Section 115 of the General Corporation Law and (b) the federal district courts of the United States of America shall, all cases to the fullest extent permitted by law, be law and subject to the sole and exclusive forum for court having personal jurisdiction over the resolution indispensable parties named as defendants. This Section 49 of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, this Article IX XV shall not apply to claims seeking or causes of action brought to enforce any a duty or liability or duty created by the Securities Exchange 1933 Act of or the 1934 Act or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IX.

Forum. 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, “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (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 byby any director, officer 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 Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation employees arising pursuant to any provision of the General Corporation Law, DGCL or this Third Amended and Restated Certificate of Incorporation or the Bylaws (or as either may be amendedto which the DGCL confers jurisdiction on the Court of Chancery, restated, modified, supplemented or waived from time to time), (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against the Corporation Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation that is employees governed by the internal affairs doctrine doctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (viD) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the General Corporation Law and (b) the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, as to which the Court of Chancery and the rules and regulations promulgated thereunderfederal district court for the District of Delaware shall have concurrent jurisdiction. Notwithstanding the foregoing, the provisions of this Article IX shall Section 10.1 will not apply to claims seeking suits brought to enforce any a duty or liability or duty created by the Securities Exchange Act of 1934 1934, as amended, or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IXSection 10.1.

Forum. (a) Unless the Corporation corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware shall(or, to if and only if the fullest extent permitted by lawCourt of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom shall be the sole and exclusive forum for the following claims or causes of action under the Delaware statutory or common law: (iA) any derivative claim or cause of action or proceeding brought on behalf of the Corporation, corporation; (iiB) any claim or cause of action asserting a claim of for breach of a fiduciary duty owed by, or other wrongdoing by, by any current or former Directordirector, officer, officer or other employee or agent of the Corporation corporation, to the Corporation corporation or the Corporationcorporation’s stockholders, or a claim of aiding and abetting any such breach of fiduciary duty, ; (iiiC) any claim or cause of action asserting a claim against the Corporation corporation or any Directorcurrent or former director, officer, officer or other employee or agent of the Corporation corporation, arising out of or pursuant to any provision of the General Corporation LawDGCL, this the Certificate of Incorporation or the Bylaws (as either these Bylaws(as each may be amended, restated, modified, supplemented or waived amended from time to time), ; (ivD) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of this the Certificate of Incorporation or the these Bylaws of the Corporation (as either each may be amended, restated, modified, supplemented or waived amended from time to time, including any right, obligation, or remedy thereunder), ; (vE) any claim or cause of action asserting a as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and (F) any claim or cause of action against the Corporation corporation or any Directorcurrent or former director, officer, officer or other employee or agent of the Corporation that is corporation, governed by the internal internal-affairs doctrine doctrine, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable parties named as defendants. This Section 49 of Article XV shall not apply to claims or (vi) causes of action brought to enforce a duty or liability created by the 1933 Act or the 1934 Act, or any action asserting an “internal corporate claim” as that term is defined in Section 115 of other claim for which the General Corporation Law and federal courts have exclusive jurisdiction. (b) Unless the corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall, to the fullest extent permitted by law, shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, this Article IX shall not apply to claims seeking to enforce any liability or duty created by the Securities Exchange Act of 1934 or any other claim for which the U.S. federal courts have exclusive jurisdiction. 1933 Act. (c) Any person or entity purchasing holding, owning or otherwise acquiring any interest in any security of the Corporation corporation shall be deemed to have notice of and consented to the provisions of this Article IXthese Bylaws.

Forum. Unless Subject to the last sentence in this Section 11.1, and unless the Corporation consents in writing to the selection of an alternative forum, (a) to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (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 byby any director, officer 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 Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation employees arising pursuant to any provision of the General Corporation Law, DGCL or this Second Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amendedBy-Laws, restated, modified, supplemented or waived from time to time), (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against the Corporation Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation that is employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (viC) for which the Court of Chancery does not have subject matter jurisdiction. Notwithstanding the foregoing, (i) the provisions of this Section 11.1 will not apply to suits brought to enforce any action asserting an “internal corporate claim” liability or duty created by the Securities Exchange Act of 1934, as that term is defined in Section 115 of amended, or any other claim for which the General Corporation Law federal courts have exclusive jurisdiction and (bii) to the fullest extent permitted by the applicable law, the federal district courts of the United States of America shall, to for the fullest extent permitted by law, be District of Delaware and the sole and exclusive forum Court of Chancery of the State of Delaware shall have concurrent jurisdiction for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and or the rules and regulations promulgated thereunder. Notwithstanding the foregoing, this Article IX shall not apply to claims seeking to enforce any liability or duty created by the Securities Exchange Act of 1934 or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IX.

Forum. 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, shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (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 byby any director, officer 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 Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation employees arising pursuant to any provision of the General Corporation Law, DGCL or this Certificate of Incorporation or the Bylaws (as either may be amendedBylaws, restated, modified, supplemented or waived from time to time), (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against the Corporation Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation that is employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (viD) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the General Corporation Law and (b) the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, as to which the Court of Chancery and the rules and regulations promulgated thereunderfederal district court for the District of Delaware shall have concurrent jurisdiction. Notwithstanding the foregoing, the provisions of this Article IX shall Section 11.1 will not apply to claims seeking suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IX.

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 (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom 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 duty (including any fiduciary duty owed duty) by, or other wrongdoing by, any current or former Directordirector, officer, employee employee, agent or agent stockholder 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 Directorcurrent or former director, officer, employee employee, agent or agent stockholder of the Corporation arising pursuant out of or relating to any provision of the General Corporation LawDGCL, this Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amended, restated, modified, supplemented or waived amended and/or restated from time to time), (iv) any action to interpret, apply, enforce or determine the validity of this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time)Bylaws, (v) any action asserting a claim against the Corporation or any Directorcurrent or former director, officer, employee employee, agent or agent stockholder of the Corporation that is governed by the internal affairs doctrine or doctrine, (vi) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the General DGCL or (vii) any action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware. For the avoidance of doubt, this Section 9.03(A) shall not apply to any action or proceeding asserting a claim under the Securities Act of 1933, as amended (the “Securities Act”). (B) Unless the Corporation Law and (b) consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall, to the fullest extent permitted by law, shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and against the rules and regulations promulgated thereunder. Notwithstanding the foregoing, this Article IX shall not apply to claims seeking to enforce any liability or duty created by the Securities Exchange Act of 1934 Corporation or any other claim for which director, officer, employee or agent of the U.S. federal courts have exclusive jurisdiction. Any Corporation. (C) To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in any security 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 IXSection 9.3.

Forum. 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, “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (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 byby any director, officer 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 Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation employees arising pursuant to any provision of the General Corporation Law, DGCL or this Certificate of Incorporation or the Bylaws (or as either may be amendedto which the DGCL confers jurisdiction on the Court of Chancery, restated, modified, supplemented or waived from time to time), (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against the Corporation Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation that is employees governed by the internal affairs doctrine doctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (viD) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the General Corporation Law and (b) the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, as to which the Court of Chancery and the rules and regulations promulgated thereunderfederal district court for the District of Delaware shall have concurrent jurisdiction. Notwithstanding the foregoing, the provisions of this Article IX shall Section 11.1 will not apply to claims seeking suits brought to enforce any a duty or liability or duty created by the Securities Exchange Act of 1934 1934, as amended, or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IXSection 11.1.

Forum. 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, by any current or former Directordirector, officer, employee other employee, agent or agent stockholder of the Corporation to the Corporation or the Corporation’s stockholders, or a any claim of for aiding and abetting any such breach of fiduciary dutyalleged breach, (iii) any action asserting a claim against the Corporation or any Directorcurrent or former director, officer, employee other employee, agent or agent stockholder of the Corporation (a) arising pursuant to any provision of the General Corporation LawDGCL, this Second Amended and Restated Certificate of Incorporation (as it may be amended or restated) or the Bylaws By-Laws or (b) as either may be amended, restated, modified, supplemented or waived from time to time)which the DGCL confers jurisdiction on the Delaware Court of Chancery, (iv) any action to interpret, apply, enforce or determine the validity of this Second and Restated Certificate of Incorporation or the Bylaws of the Corporation (as either may be amendedBy-Laws, restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against the Corporation or any Directorcurrent or former director, officer, employee other employee, agent or agent stockholder of the Corporation that is governed by the internal affairs doctrine or (vi) of the law of the State of Delaware shall, as to any action asserting in the foregoing clauses (i) through (v), to the fullest extent permitted by applicable law, be solely and exclusively brought in the Delaware Court of Chancery; provided, however, that the foregoing shall not apply to any claim (a) as to which the Delaware Court of Chancery determines that there is an “internal corporate claim” as that term is defined in Section 115 indispensable party not subject to the jurisdiction of the General Corporation Law Delaware Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten (10) days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Delaware Court of Chancery, or (c) arising under federal securities laws, including the Securities Act of 1933, as amended, as to which the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunderforum. Notwithstanding the foregoing, the provisions of this Article IX shall XII will not apply to claims seeking suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934 Act, or any other claim for which the U.S. federal district courts of the United States of America shall be the sole and exclusive forum. If any action the subject matter of which is within the scope of the forum provisions is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts have exclusive jurisdictionlocated within the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”); and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder. Any Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. To the fullest extent permitted by applicable law, any person or entity purchasing or otherwise acquiring or holding any interest in any security shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article IXXII.

Forum. Unless (a) Subject to Section 10.1(b), and unless the Corporation consents in writing to the selection of an alternative forum, (a) to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, shall be the sole and exclusive forum for any internal or intra-corporate claim or any action asserting a claim governed by the internal affairs doctrine as defined by the laws of the State of Delaware, (including, but not limited to: (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 byby any director, officer or other wrongdoing by, any current or former Director, officer, employee or agent stockholder of the Corporation to the Corporation or the Corporation’s stockholders, stockholders or a claim of aiding and abetting any such breach of fiduciary duty, (iii) any action asserting a claim against the Corporation Corporation, its directors, officers or any Director, officer, employee or agent of the Corporation employees arising pursuant to any provision of the General Corporation Law, DGCL or this Certificate of Incorporation or the Bylaws (in each case, as either they may be amended, restated, modified, supplemented or waived amended from time to time), (iv) any action or as to interpret, apply, enforce or determine which the validity DGCL confers jurisdiction on the Court of this Certificate of Incorporation or the Bylaws Chancery of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to timeState of Delaware), (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 General Corporation Law and . (b) Unless the federal district courts Corporation consents in writing to the selection of the United States of America shallan alternative forum, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint action asserting a cause of action arising under the Securities Act of 1933, as amended, or any rule or regulation promulgated thereunder (in each case, as amended) shall be the federal district court for the District of Delaware (or, if such court does not have jurisdiction over such action, any other federal district court of the United States); provided, however, that if the foregoing provisions of this Section 10.1(b) are, or the application of such provisions to any person or entity or any circumstance is, illegal, invalid or unenforceable, the sole and exclusive forum for any action asserting a cause of action arising under the rules and regulations Securities Act of 1933, as amended, or any rule or regulation promulgated thereunder. thereunder (in each case, as amended) shall be the Court of Chancery of the State of Delaware. (c) Notwithstanding anything to the foregoingcontrary in this Certificate of Incorporation, the foregoing provisions of this Article IX Section 10.1 shall not apply to any claims seeking to enforce any liability liability, obligation or duty created by the Securities Exchange Act of 1934 1934, as amended, or any other claim for which the U.S. federal courts have exclusive jurisdiction. Any person rule or entity purchasing or otherwise acquiring any interest regulation promulgated thereunder (in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article IXeach case, as amended).