0001673481
false
--12-31
0001673481
2023-10-23
2023-10-23
0001673481
LTRY:CommonStockParValue0.001PerShareMember
2023-10-23
2023-10-23
0001673481
LTRY:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf230.00Member
2023-10-23
2023-10-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): October 23, 2023
LOTTERY.COM,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-38508
|
|
81-1996183
|
(State
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer ID No.) |
20808
State Hwy 71W, Unit B
Spicewood,
Texas 78669
(Address
of Principal Executive Offices)
(737)
309-4500
(Registrant’s
Telephone Number including Area Code)
(Former
name or address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
LTRY |
|
The
Nasdaq Stock Market LLC |
Warrants
to purchase one share of common stock, each at an exercise price of $230.00 |
|
LTRYW |
|
The
Nasdaq Stock Market LLC |
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)) |
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 ☒
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.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Year
On
October 23, 2023, the Board of Directors (the “Board”) of Lottery.com Inc. (the “Company”), in accordance with
the General Corporation Law of the State of Delaware (the “DGCL”) and the Corporation’s Second Amended and Restated
Certificate of Incorporation, approved a resolution to amend and restate the Amended and Restated Bylaws of the Corporation (as so amended,
the “Second Amended and Restated Bylaws”).
Among
other things, the amendments:
|
(1) |
incorporate
and update procedural and informational requirements for director nominations by stockholders in light of the U.S. Securities and
Exchange Commission’s adoption of the rules set forth in Rule 14a-19 promulgated under the Securities Exchange Act of 1934,
as amended; |
|
|
|
|
(2) |
update
the procedures relating to the presentation of stockholder proposals at meetings of the Company’s stockholders; |
|
|
|
|
(3) |
reduce
the number of shares that are required to be present at a meeting of the Company’s stockholders for establishing a quorum from
a majority of the outstanding to one-third; |
|
|
|
|
(4) |
update
the availability of the list of stockholders entitled to vote at a meeting of the Company’s stockholders in accordance with
updated Section 219 of the DGCL; and |
|
|
|
|
(5) |
make
certain other technical, conforming, modernizing, and clarifying changes. |
The
foregoing summary and description of the provisions of the Second Amended and Restated Bylaws do not purport to be complete and are qualified
in their entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto
and is incorporated herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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.
|
Lottery.Com
Inc. |
|
|
|
Date:
October 25, 2023 |
By: |
/s/
Matthew McGahan |
|
Name: |
Matthew
McGahan |
|
Title: |
Interim
Chief Executive Officer |
Exhibit
3.1
Second
Amended and Restated Bylaws of
Lottery.com Inc.
(a Delaware corporation)
Table
of Contents
|
Page |
Article I - Corporate Offices |
1 |
1.1 |
Registered
Office |
1 |
1.2 |
Other
Offices |
1 |
Article II - Meetings of Stockholders |
1 |
2.1 |
Place
of Meetings |
1 |
2.2 |
Annual
Meeting |
1 |
2.3 |
Special
Meeting |
1 |
2.4 |
Advance
Notice Procedures for Business Brought before a Meeting |
2 |
2.5 |
Advance
Notice Procedures for Nominations of Directors |
5 |
2.6 |
Notice
of Stockholders’ Meetings |
9 |
2.7 |
Manner
of Giving Notice; Affidavit of Notice |
9 |
2.8 |
Quorum |
9 |
2.9 |
Adjourned
Meeting; Notice |
9 |
2.10 |
Conduct
of Business |
10 |
2.11 |
Voting |
10 |
2.12 |
Record
Date for Stockholder Meetings and Other Purposes |
10 |
2.13 |
Proxies |
11 |
2.14 |
List
of Stockholders Entitled to Vote |
11 |
2.15 |
Inspectors
of Election |
12 |
2.16 |
Virtual
Meeting |
12 |
2.17 |
Delivery
to the Corporation |
13 |
Article III – Directors |
13 |
3.1 |
Powers |
13 |
3.2 |
Number
of Directors |
13 |
3.3 |
Election,
Qualification and Term of Office of Directors |
13 |
3.4 |
Resignation
and Vacancies |
13 |
3.5 |
Place
of Meetings; Meetings by Telephone |
13 |
3.6 |
Regular
Meetings |
14 |
3.7 |
Special
Meetings; Notice |
14 |
3.8 |
Quorum |
14 |
3.9 |
Action
by Unanimous Consent Without a Meeting |
14 |
3.10 |
Fees
and Compensation of Directors |
15 |
3.11 |
Removal |
15 |
3.12 |
Presiding
Director |
15 |
Article IV - Committees |
15 |
4.1 |
Committees
of Directors |
15 |
4.2 |
Committee
Minutes |
15 |
4.3 |
Meetings
and Actions of Committees. |
16 |
Article V - Officers |
16 |
5.1 |
Officers |
16 |
5.2 |
Appointment
of Officers |
16 |
5.3 |
Subordinate
Officers |
16 |
5.4 |
Removal
and Resignation of Officers |
17 |
5.5 |
Vacancies
in Offices |
17 |
5.6 |
Representation
of Securities of Other Entities |
17 |
5.7 |
Tenure,
Authority and Duties of Officers |
17 |
Table of Contents
(continued)
|
Page |
Article VI - Records |
17 |
Article VII - General Matters |
18 |
7.1 |
Execution
of Corporate Contracts and Instruments |
18 |
7.2 |
Stock
Certificates |
18 |
7.3 |
Lost
Certificates |
18 |
7.4 |
Shares
Without Certificates |
18 |
7.5 |
Dividends |
19 |
7.6 |
Fiscal
Year |
19 |
7.7 |
Seal |
19 |
7.8 |
Transfer
of Stock |
19 |
7.9 |
Stock
Transfer Agreements |
19 |
7.10 |
Registered
Stockholders |
19 |
7.11 |
Waiver
of Notice |
20 |
Article VIII - Notice by Electronic Transmission |
20 |
8.1 |
Notice
by Electronic Transmission |
20 |
8.2 |
Definition
of Electronic Transmission |
20 |
Article IX - Indemnification |
21 |
9.1 |
Indemnification
of Directors and Officers |
21 |
9.2 |
Indemnification
of Others |
22 |
9.3 |
Prepayment
of Expenses |
22 |
9.4 |
Determination;
Claim |
22 |
9.5 |
Non-Exclusivity
of Rights |
22 |
9.6 |
Insurance |
22 |
9.7 |
Other
Indemnification |
23 |
9.8 |
Continuation
of Indemnification |
23 |
9.9 |
Amendment
or Repeal; Interpretation |
23 |
Article X - Definitions |
23 |
Article XI - Restrictions on Transfer and Ownership |
24 |
Article XII - Suitability Analysis of Significant Stockholders |
26 |
Article XIII - Severability |
26 |
Second
Amended and Restated Bylaws of
Lottery.com Inc.
Article
I - Corporate Offices
1.1
Registered Office.
The
address of the registered office of Lottery.com Inc. (the “Corporation”) in the State of Delaware, and the name of
its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may
be amended and/or restated from time to time (the “Certificate of Incorporation”).
1.2
Other Offices.
The
Corporation may have additional offices at any place or places, within or outside the State of Delaware, as the Corporation’s board
of directors (the “Board”) may from time to time establish or as the business of the Corporation may require.
Article
II - Meetings of Stockholders
2.1
Place of Meetings.
Meetings
of stockholders shall be held at such place, if any, within or outside the State of Delaware, designated by the Board. The Board may,
in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means
of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”).
In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal
executive offices.
2.2
Annual Meeting.
The
Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business
properly brought before the meeting in accordance with Section 2.4 may be transacted. The Board may postpone, reschedule or cancel any
annual meeting of stockholders previously scheduled by the Board.
2.3
Special Meeting.
Special
meetings of the stockholders may be called only by such Persons and only in such manner as set forth in the Certificate of Incorporation.
The Board may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board.
No
business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting.
2.4
Advance Notice Procedures for Business Brought before a Meeting.
(i)
At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.
To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of
the Board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the Board or the chairperson of the meeting,
or (c) otherwise properly brought before the meeting by a stockholder present in person who (A)(1) was a stockholder of record of the
Corporation both at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (2) is entitled to
vote at the meeting and (3) has complied with this Section 2.4 or (B) properly made such proposal in accordance with Rule 14a-8 under
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”), which proposal has been included in the proxy statement for the annual
meeting. The foregoing clause (c) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting
of the stockholders. The only matters that may be brought before a special meeting are the matters specified in the Corporation’s
notice of meeting given by or at the direction of the Person calling the meeting pursuant to the Certificate of Incorporation and Section
2.3 of these bylaws. For purposes of this Section 2.4 and Section 2.5 of these bylaws, “present in person” shall mean that
the stockholder proposing that the business be brought before the annual meeting of the Corporation, or, if the proposing stockholder
is not an individual, a qualified representative of such proposing stockholder, appear at such annual meeting, and a “qualified
representative” of such proposing stockholder shall be, if such proposing stockholder is (x) a general or limited partnership,
any general partner or Person who functions as a general partner of the general or limited partnership or who controls the general or
limited partnership, (y) a corporation or a limited liability company, any officer or Person who functions as an officer of the corporation
or limited liability company or any officer, director, general partner or Person who functions as an officer, director or general partner
of any entity ultimately in control of the corporation or limited liability company or (z) a trust, any trustee of such trust. This Section
2.4 shall apply to any business that may be brought before an annual meeting of stockholders other than nominations for election to the
Board at an annual meeting, which shall be governed by Section 2.5 of these bylaws. Stockholders seeking to nominate Persons for election
to the Board must comply with Section 2.5 of these bylaws, and this Section 2.4 shall not be applicable to nominations for election to
the Board except as expressly provided in Section 2.5 of these bylaws.
(ii)
Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (a) provide
Timely Notice (as defined below) thereof in writing and in proper form to the secretary of the Corporation and (b) provide any updates
or supplements to such notice at the times and in the forms required by this Section 2.4. To be timely, a stockholder’s notice
must be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than the close of business
on the ninetieth (90th) day and not earlier than the close of business on the one hundred twentieth day (120th)
day, in each case, prior to the one-year anniversary of the preceding year’s annual meeting (which date shall, for purposes of
the Corporation’s annual meeting of stockholders in the year of the closing of the closing of the business combination contemplated
by the Business Combination Agreement, dated February 21, 2021, by and among the Corporation, Trident Merger Sub II Corp., and AutoLotto,
Inc., be deemed to have occurred on June 1 of such year); provided, however, that if the date of the annual meeting is more than
thirty (30) days before or more than seventy (70) days after such anniversary date, or if no annual meeting was held in the preceding
year, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the close of business on the
ninetieth (90th) day prior to such annual meeting or, if later, on the tenth (10th) day following the day on which
public disclosure of the date of such annual meeting was first made (such notice within such time periods, “Timely Notice”).
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 Timely Notice as described above.
(iii)
To be in proper form for purposes of this Section 2.4, a stockholder’s notice to the secretary shall set forth:
(a)
As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name
and address that appear on the Corporation’s books and records); and (B) the number of shares of each class or series of stock
of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the
Exchange Act) by such Proposing Person or any of its affiliates or associates (for purposes of these bylaws, as such terms are defined
in Rule 12b-2 promulgated under the Exchange Act), except that such Proposing Person shall in all events be deemed to beneficially own
any shares of any class or series of stock of the Corporation as to which such Proposing Person or any of its affiliates or associates
has a right to acquire beneficial ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses (A)
and (B) are referred to as “Stockholder Information”);
(b)
As to each Proposing Person, (A) the full notional amount of any securities that, directly or indirectly, underlie any “derivative
security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position”
(as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”) and that is, directly
or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of stock of the Corporation;
provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security”
shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of
any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable
only at some future date or upon the happening of a future occurrence (including, without limitation, any derivative, swap, hedge, repurchase
or so-called “stock borrowing” agreement or arrangement, the purpose or effect of which is to, directly or indirectly (a)
give a Person economic benefit and/or risk similar to ownership of shares of any class or series of capital stock of the Corporation,
in whole or in part, including due to the fact that such transaction, agreement or arrangement provides, directly or indirectly, the
opportunity to profit or avoid a loss from any increase or decrease in the value of any shares of any class or series of capital stock
of the Corporation, (b) mitigate loss to, reduce the economic risk of or manage the risk of share price changes for, any Person with
respect to any shares of any class or series of capital stock of the Corporation, (c) otherwise provide in any manner the opportunity
to profit or avoid a loss from any decrease in the value of any shares of any class or series of capital stock of the Corporation, or
(d) increase or decrease the voting power of any Person with respect to any shares of any class or series of capital stock of the Corporation)
in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable
shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination;
and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act
(other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E))
shall not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such
Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary
course of such Proposing Person’s business as a derivatives dealer, (B) any performance-related fee (other than an asset-based
fee) that such Proposing Person, directly or indirectly, is entitled to based on any increase or decrease in the value of shares of any
class or series of capital stock of the Corporation or any Synthetic Equity Position, (C) any rights to dividends on the shares of any
class or series of stock of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying
shares of the Corporation, (D) any material pending or threatened legal proceeding in which such Proposing Person is a party or material
participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (E) any other material
relationship between such Proposing Person, on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand,
(F) any direct or indirect material interest in any material contract or agreement of such Proposing Person with the Corporation or any
affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement),
(G) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with,
Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A), agreement, arrangement, understanding or
relationship pursuant to which such Proposing Person has or shares a right to, directly or indirectly, vote any shares of any class or
series of capital stock of the Corporation and (H) any other information relating to such Proposing Person that would be required to
be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such
Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the
disclosures to be made pursuant to the foregoing clauses (A) through (G) are referred to as “Disclosable Interests”);
provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business
activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being
the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner;
(c)
As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a brief description of the business
desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest
in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed for
consideration and, if such business includes a proposal to amend these bylaws, the text of such proposed amendment), (C) a reasonably
detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) between
or among any Proposing Person and any other Person (including their names) in connection with the proposal of such business by such stockholder
or in connection with acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the Corporation,
(D) identification of the names and addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons
to support such nominations or other business proposal(s), and to the extent known, the class and number of all shares of the Corporation’s
capital stock owned of record or beneficially by such other stockholder(s) or other beneficial owner(s) and (E) any other information
relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in
connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a)
of the Exchange Act; provided, however, that the disclosures required by this Section 2.4(iii) shall not include any disclosures
with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being
the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner; and
(d)
An acknowledgement that if such stockholder giving the notice (or such stockholder’s qualified representative) does not appear
at such meeting (including virtually in the case of a meeting held solely by means of remote communication) to present the proposed business,
the Corporation need not present such proposed business for a vote at such meeting, notwithstanding that proxies in respect of such vote
may have been received by the Corporation;
(e)
A representation as to whether or not the Proposing Person intends (or is part of a group that intends) to (1) deliver a proxy statement
and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under the DGCL, the Certificate
of Incorporation and these bylaws to carry the proposal (an affirmative statement of such intent being a “Solicitation Notice”)
or (2) otherwise engage in a solicitation (within the meaning of Rule 14a-1(l) under the Exchange Act) with respect to the proposal,
and if so, the name of each participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in such solicitation; and
(f)
Such written consent of the Proposing Person to the public disclosure of information provided to the Corporation pursuant to this Section
2.4.
(iv)
For purposes of this Section 2.4, the term “Proposing Person” shall mean (a) the stockholder providing the
notice of business proposed to be brought before an annual meeting, (b) the beneficial owner or beneficial owners, if different, on whose
behalf the notice of the business proposed to be brought before the annual meeting is made, or (c) any participant (as defined in paragraphs
(a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.
(v)
A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting,
if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and
correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any
adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the secretary at
the principal executive offices of the Corporation not later than five (5) business days after the record date for notice of the meeting
(in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior
to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable
date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be
made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). If the Proposing Person has provided
the Corporation with a Solicitation Notice, such Proposing Person must have delivered a proxy statement and form of proxy to holders
of at least the percentage of the Corporation’s voting shares required under the DGCL, the Certificate of Incorporation and these
bylaws to carry any such proposal. If no Solicitation Notice relating thereto has been timely provided pursuant to this Section 2.4,
the Proposing Person shall not have solicited a requisite percentage of voting shares, and any proposed business of the Proposing Person
shall be disregarded and not be transacted. Notwithstanding the foregoing provisions of this Section 2.4, unless otherwise required by
law, if the stockholder giving the notice required by this Section 2.4 (or such stockholder’s qualified representative) does not
appear at the annual or special meeting of stockholders of the Corporation to present the proposed item of business, such proposed business
shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.
(vi)
Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought
before the meeting in accordance with this Section 2.4. The Board or a designated committee thereof shall have the power to determine
whether business proposed to be brought before the annual meeting was made in accordance with the provisions of these bylaws. If neither
the Board nor such designated committee makes a determination as to whether any nomination was made in accordance with the provisions
of these bylaws, the presiding officer at the meeting shall, if the facts warrant, determine that the business was not properly brought
before the meeting in accordance with this Section 2.4, and if he or she should so determine, he or she shall so declare to the meeting.
If the Board or a designated committee thereof or the presiding officer, as applicable, determines that any stockholder proposal was
not made in accordance with the provisions of Section 2.4, any such business not properly brought before the meeting shall not be transacted.
(vii)
In addition to the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each
Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this
Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement
pursuant to Rule 14a-8 under the Exchange Act or the holders of any series of Preferred Stock (as defined in the Certificate of Incorporation).
(viii)
For purposes of these bylaws, “public disclosure” shall mean disclosure in a press release reported by a national
news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13,
14 or 15(d) of the Exchange Act.
2.5
Advance Notice Procedures for Nominations of Directors.
(i)
Annual Meeting of Stockholders. Nominations of any person for election to the Board in the case of an annual meeting may be made
at such meeting only (1) by or at the direction of the Board, including by any committee or Persons authorized to do so by the Board
or these bylaws, or (2) by a stockholder present in person (as defined in Section 2.4) who (i) was a record owner of shares of the Corporation
both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (ii) is entitled to vote at the
meeting and (iii) has complied with this Section 2.5 as to such notice and nomination.
(a)
The foregoing clause (2) shall be the exclusive means for a stockholder to make any nomination of a Person or Persons for election to
the Board at any annual meeting of stockholders.
(b)
Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting
pursuant to Section 2.5(i)(c), the stockholder must (a) provide Timely Notice (as defined in Section 2.4(ii) of these bylaws) thereof
in writing and in proper form to the secretary of the Corporation, (b) provide the information, agreements and questionnaires with respect
to such stockholder and its candidate for nomination as required to be set forth by this Section 2.5, and (c) provide any updates or
supplements to such notice at the times and in the forms required by this Section 2.5. 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. The number of nominees a Nominating Person may nominate for election at the annual meeting pursuant to Section
2.5(i)(c) of these bylaws shall not exceed the number of directors to be elected at such annual meeting.
(c)
To be in proper form for purposes of Section 2.5(i)(c), a stockholder’s notice to the secretary shall set forth:
(A)
As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(iii)(a) of these bylaws) except
that for purposes of this Section 2.5, the term “Nominating Person” shall be substituted for the term “Proposing Person”
in all places it appears in Section 2.4(iii)(a);
(B)
As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(iii)(b), except that for purposes of this Section
2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears
in Section 2.4(iii)(b) and the disclosure with respect to the business to be brought before the meeting in Section 2.4(iii)(c) shall
be made with respect to nomination of each Person for election as a director at the meeting);
(C)
As to each candidate whom a Nominating Person proposes to nominate for election as a director, (1) all information with respect to such
candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 if such
candidate for nomination were a Nominating Person, (2) all information relating to such candidate for nomination that is required to
be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors
in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named
in the proxy statement as a nominee and to serving as a director if elected), (3) a description of any direct or indirect material interest
in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or any
other participants in such solicitation, on the other hand, including, without limitation, all information that would be required to
be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such
rule and the candidate for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant to
the foregoing clauses (1) through (3) are referred to as “Nominee Information”), and (4) a completed and signed questionnaire,
representation and agreement as provided in Section 2.5(e);
(D)
An acknowledgement that if the stockholder giving the notice (or such stockholder’s qualified representative) does not appear at
such meeting (including virtually in the case of a meeting held solely by means of remote communication) to present the stockholder’s
proposed nominee for election, the Corporation need not present such nominee for election, notwithstanding that proxies in respect of
such vote may have been received by the Corporation;
(E)
A representation as to whether or not the Nominating Person intends (or is part of a group that intends) to deliver a proxy statement
and form of proxy to at least sixty seven percent (67%) of voting power of all of the shares of capital stock of the Corporation (an
affirmative statement of such intent being a “Nominee Solicitation Notice”); and
(F)
Any other information relating to such 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 for election of directors pursuant to Section 14 of the Exchange Act and the rules
and regulations promulgated thereunder.
(d)
A stockholder providing notice of any nomination proposed to be made at the applicable meeting of stockholders shall further update and
supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section
2.5 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior
to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received
by, the secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for
notice of the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight
(8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable,
on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and
supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).
(e)
To be eligible to be a candidate for election as a director of the Corporation at the applicable meeting of stockholders, a candidate
must be nominated in the manner prescribed in this Section 2.5 and the candidate for nomination, whether nominated by the Board or by
a stockholder of record, must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such
candidate given by or on behalf of the Board), to the secretary at the principal executive offices of the Corporation, (1) a completed
written questionnaire (in the form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence
of such candidate for nomination and (2) a written representation and agreement (in the form provided by the Corporation) that such candidate
for nomination (A) is not, and will not become a party to, any agreement, arrangement or understanding with any Person other than the
Corporation with respect to any direct or indirect compensation or reimbursement for service as a director of the Corporation that has
not been disclosed therein, (B) understands his or her duties as a director under the DCGL, the Certificate of Incorporation and the
policies and guidelines of the Corporation applicable to all directors and agrees to act in accordance with those duties while serving
as a director, (C) is not or will not become a party to any agreement, arrangement or understanding with, and has not given any commitment
or assurance to, any Person as to how such nominee, if elected as a director, will act or vote as a director on any issue or question
to be decided by the Board, in any case, to the extent that such arrangement, understanding, commitment or assurance (i) could limit
or interfere with his or her ability to comply, if elected as director of the Corporation, with his or her fiduciary duties under applicable
law or with policies and guidelines of the Corporation applicable to all directors or (ii) has not been disclosed to the Corporation
prior to or concurrently with the Nominating Person’s submission of the nomination, and (D) if elected as a director of the Corporation,
will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies
and guidelines of the Corporation applicable to all directors and in effect during such Person’s term in office as a director (and,
if requested by any candidate for nomination, the secretary of the Corporation shall provide to such candidate for nomination all such
policies and guidelines then in effect).
(f)
The Board may also require any proposed candidate for nomination as a Director to furnish such other information as may reasonably be
requested by the Board in writing prior to the applicable meeting of stockholders at which such candidate’s nomination is to be
acted upon in order for the Board to determine the eligibility of such candidate for nomination to be an independent director of the
Corporation in accordance with the Corporation’s Corporate Governance Guidelines, if any.
(ii)
Special Meetings of Stockholders. No business may be transacted at any special meeting of stockholders other than the business
specified in the notice of such meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders
at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board, including
by any committee or Persons authorized to do so by the Board or these bylaws or (2) provided that the Board has determined that directors
shall be elected at such meeting, by a stockholder present in person (as defined in Section 2.4) who (i) was a record owner of shares
of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (ii) is entitled
to vote at the meeting and (iii) has complied with this Section 2.5 as to such notice and nomination. The foregoing clause (2) shall
be the exclusive means for a stockholder to make any nomination of a Person or Persons for election to the Board at any special meeting
of stockholders. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors
to the Board, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be)
for election to such position(s) as specified in the Corporation’s notice of meeting if the stockholder’s notice as required
by and meeting the requirements of paragraphs (i)(b), (i)(c), (i)(d), (i)(e) and (i)(f) of this Section 2.05 shall be delivered to the
secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the one
hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth
(90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by the Board 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.
(iii)
General.
(a)
For purposes of this Section 2.5, the term “Nominating Person” shall mean (a) the stockholder providing the
notice of the nomination proposed to be made at the meeting, (b) the beneficial owner or beneficial owners, if different, on whose behalf
the notice of the nomination proposed to be made at the meeting is made, and (c) any other participant in such solicitation.
(b)
Notwithstanding anything in these bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of
the Corporation unless nominated and elected in accordance with this Section 2.5.
(c)
In addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating
Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.
(d)
No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating
Person seeking to place such candidate’s name in nomination has complied with this Section 2.5, as applicable. The Board or a designated
committee thereof shall have the power to determine whether a nomination before the applicable meeting of stockholders was made in accordance
with the provisions of these bylaws. If neither the Board nor such designated committee makes a determination as to whether any nomination
was made in accordance with the provisions of these bylaws, the presiding officer at the meeting shall, if the facts warrant, determine
that a nomination was not properly made in accordance with this Section 2.5, and if he or she should so determine, he or she shall so
declare such determination to the meeting; provided, however, that nothing herein shall limit the power and authority of the Board
or such designated committee to make any such determination in advance of such meeting. If the Board or a designated committee thereof
or the presiding officer, as applicable, determines that any nomination was not made in accordance with the provisions of Section 2.5,
the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot
listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.
(e)
Notwithstanding the foregoing provisions of this Section 2.5, unless otherwise required by law, if any Nominating Person giving notice
provided by this Section 2.5 provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and subsequently fails to
comply with the requirements of Rule 14a-19(b)(2), Rule 14a-19(b)(3), Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange
Act, then the Corporation shall disregard any proxies or votes solicited for the Nominating Person’s nominee. Upon request by the
Corporation, if any Nominating Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such Nominating
Person shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that
it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
2.6
Notice of Stockholders’ Meetings.
Unless
otherwise provided by law, the Certificate of Incorporation or these bylaws, the notice of any meeting of stockholders shall be sent
or otherwise given in accordance with either Section 2.7 or Section 8.1 of these bylaws not less than ten (10) nor more than sixty (60)
days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any,
date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be
present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
2.7
Manner of Giving Notice; Affidavit of Notice.
Notice
of any meeting of stockholders shall be deemed given:
(i)
if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears
on the Corporation’s records;
(i)
if delivered by courier service, at the earlier of when the notice is received or left at such stockholder’s address; or
(ii)
if electronically transmitted as provided in Section 8.1 of these bylaws.
An
affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent 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.
2.8
Quorum.
Unless
otherwise provided by law, the Certificate of Incorporation or these bylaws, the holders of not less than one-third of the voting power
of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented
by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, a quorum is not
present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting or (ii) a majority in voting
power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented
by proxy, shall have the power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a
quorum is present or represented.
2.9
Adjourned Meeting; Notice.
When
a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time, place, if any,
thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person
and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At any adjourned meeting, the Corporation
may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (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 determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record
date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination
of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record
as of the record date so fixed for notice of such adjourned meeting.
2.10
Conduct of Business.
The
date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting by the Person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the
conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or
no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the
judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board or prescribed by the chairperson 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 entitled to vote at the meeting, their duly
authorized and constituted proxies or such other Persons as the chairperson of the meeting shall determine; (iv) restrictions on entry
to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders shall not
be required to be held in accordance with the rules of parliamentary procedure.
2.11
Voting.
Except
as may be otherwise provided in the Certificate of Incorporation, these bylaws or the DGCL, each stockholder shall be entitled to one
(1) vote for each share of capital stock held by such stockholder.
Except
as otherwise provided by the Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum
is present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise
provided by the Certificate of Incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the Corporation,
or applicable law, or pursuant to any regulation applicable to the Corporation or its securities, each other matter presented to the
stockholders at a duly called or convened meeting at which a quorum is present shall be decided by the affirmative vote of the holders
of a majority of the votes cast (excluding abstentions and broker non-votes) on such matter.
2.12
Record Date for Stockholder Meetings and Other
Purposes.
In
order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof,
the Board 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, and which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting.
If the Board 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 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, 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 may fix a new record date for the adjourned meeting; 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 herewith at the adjourned meeting.
If
stockholder action by consent in lieu of a meeting is not prohibited by the Certificate of Incorporation, in order that the Corporation
may determine the stockholders entitled to express consent to corporate action in lieu of a meeting, the Board 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, and which record
date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If
no record date for determining stockholders entitled to express consent to corporate action in lieu of a meeting is fixed by the Board,
(i) when no prior action of the Board is required by law, the record date for such purpose shall be the first date on which a signed
consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and
(ii) if prior action by the Board is required by law, the record date for such purpose shall be at the close of business on the day on
which the Board adopts the resolution taking such prior action.
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 capital stock,
or for the purposes of any other lawful action, the Board 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 sixty (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 adopts the resolution relating thereto.
2.13
Proxies.
Each
stockholder entitled to vote at a meeting of stockholders may authorize another Person or Persons to act for such stockholder by proxy
authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the
meeting, 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. The authorization of a Person to act as a proxy may be documented, signed
and delivered in accordance with Section 116 of the DGCL, provided that such authorization shall set forth, or be delivered with information
enabling the Corporation to determine, the identity of the stockholder granting such authorization.
2.14
List of Stockholders Entitled to Vote.
The
Corporation shall prepare, no later than ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled
to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than ten
(10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting
date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of
each stockholder. The Corporation shall not be required 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 ten
(10) days ending on the day prior to the meeting date: (i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s
principal executive offices. In the event that the Corporation determines to make the list available on an electronic network, the Corporation
may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Such list shall presumptively
determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise
provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders
required by this Section 2.14 or to vote in Person or by proxy at any meeting of stockholders.
2.15
Inspectors of Election.
Before
any meeting of stockholders, the Corporation shall appoint an inspector or inspectors of election to act at the meeting or its adjournment
and make a written report thereof. The Corporation may designate one or more Persons as alternate inspectors to replace any inspector
who fails to act. If any Person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the chairperson
of the meeting shall appoint a Person to fill that vacancy.
Such
inspectors shall:
(i)
determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity
of any proxies and ballots;
(ii)
count all votes or ballots;
(iii)
count and tabulate all votes;
(iv)
determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s);
and
(v)
certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots.
Each
inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties
of inspection with strict impartiality and according to the best of such inspector’s ability. Any report or certificate made by
the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such Persons to
assist them in performing their duties as they determine. In determining the validity and counting of proxies and ballots cast at any
meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person
who is a candidate for an office at an election may serve as an inspector at such election.
2.16
Virtual Meeting.
The
Board may, in its sole discretion, determine that stockholder meetings shall not be held at any place, but may instead be held solely
by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If authorized by the Board in its sole discretion,
and subject to such guidelines and procedures as the Board may adopt, stockholders and proxy holders not physically present at a meeting
of stockholders may, by means of remote communication (i) participate in a meeting of stockholders; and (ii) 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 (a) 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 proxy holder; (b) the Corporation shall implement reasonable measures
to provide such stockholders and proxy holders 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 (c) if any stockholder or proxy holder 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.
2.17
Delivery to the Corporation.
Whenever
this Article II requires one or more Persons (including a record or beneficial owner of stock) to deliver a document or information to
the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or
other document or agreement), unless the Corporation otherwise provides, such document or information shall be in writing exclusively
(and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier
service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of
any document not in such written form or so delivered.
Article
III– Directors
3.1
Powers.
Except
as otherwise provided by 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.
3.2
Number of Directors.
Subject
to the Certificate of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution
of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s
term of office expires.
3.3
Election, Qualification and Term of Office
of Directors.
Except
as provided in the Certificate of Incorporation, each director shall hold office until the expiration of the term of the class, if any,
for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation,
disqualification, or removal. Directors need not be stockholders. The Certificate of Incorporation or these bylaws may prescribe qualifications
for directors.
3.4
Resignation and Vacancies.
Any
director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. The resignation shall
take effect at the time specified therein or upon the happening of an event specified therein, and if no time or event is specified,
at the time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening
of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned but whose resignations
have not yet become effective, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation
or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other
vacancies.
Vacancies
and newly created directorships resulting from any increase in the authorized number of directors shall be filled only in the manner
provided in the Certificate of Incorporation and applicable law.
3.5
Place of Meetings; Meetings by Telephone.
The
Board may hold meetings, both regular and special, either within or outside the State of Delaware.
Unless
otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board, or any committee designated by the Board,
may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall
constitute presence in person at the meeting.
3.6
Regular Meetings.
Regular
meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.
3.7
Special Meetings; Notice.
Special
meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer,
the president, the secretary or a majority of the total number of directors constituting the Board.
Notice
of the time and place of special meetings shall be:
(i)
delivered personally by hand or by courier;
(ii)
sent by United States first-class mail, postage prepaid;
(iii)
sent by facsimile or electronic mail; or
(iv)
sent by other means of electronic transmission,
directed
to each director at that director’s address, facsimile number or electronic mail address, or other address for electronic transmission,
as the case may be, as shown on the Corporation’s records.
If
the notice is (i) delivered personally by hand or by courier, (ii) sent by facsimile or electronic mail, or (iii) sent by other means
of electronic transmission, it shall be delivered or sent at least twelve (12) hours before the time of the holding of the meeting. If
the notice is sent by mail, it shall be deposited in the mail at least one (1) day before the time of the holding of the meeting. The
notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office)
nor the purpose of the meeting.
3.8
Quorum.
Unless
otherwise provided by the Certificate of Incorporation, a majority of the total number of directors then in office shall constitute a
quorum for the transaction of business at all meetings of the Board. The vote of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by the DGCL, the Certificate
of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
3.9
Action by Unanimous Consent Without a Meeting.
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, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing or by electronic transmission and any consent may be documented, signed and delivered in any manner permitted
by Section 116 of the DGCL. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings
of the Board or committee, as applicable, and such filing shall be in paper form if the minutes are maintained in paper form and shall
be in electronic form if the minutes are maintained in electronic form.
3.10
Fees and Compensation of Directors.
Unless
otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation,
including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.
3.11
Removal.
Directors
may be removed from office only in the manner provided in the Certificate of Incorporation and applicable law.
3.12
Presiding Director.
The
Board may designate a representative to preside over all meetings of the Board, provided that if the Board does not so designate such
a presiding director or such designated presiding director is unable to so preside or is absent, then the chairperson of the Board, if
one is elected, shall preside over all meetings of the Board, or if the chairperson of the Board is unable to so preside or is absent,
then the vice chairperson of the Board, if one is elected, shall preside over all meetings of the Board. If the designated presiding
director, if one is so designated, the chairperson of the Board, if one is elected, and the vice chairperson of the Board, if one is
elected, are unable to preside or are absent, the Board shall designate an alternate representative to preside over a meeting of the
Board.
Article
IV - Committees
4.1
Committees of Directors.
The
Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The
Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member
at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof 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 to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management
of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require
it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or
matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.
4.2
Committee Minutes.
Each
committee shall keep regular minutes of its meetings and report the same to the Board when required.
4.3
Meetings and Actions of Committees.
Meetings
and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i)
Section 3.5 (place of meetings and meetings by telephone);
(ii)
Section 3.6 (regular meetings);
(iii)
Section 3.7 (special meetings and notice);
(iv)
Section 3.9 (action by unanimous consent without a meeting);
(v)
Section 3.12 (presiding director); and
(vi)
Section 7.11 (waiver of notice),
with
such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members.
However:
(i)
the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; and
(ii)
special meetings of committees may also be called by resolution of the Board or by the chairperson of the applicable committee.
A
majority of the directors then serving on a committee of the Board or on a subcommittee of a committee shall constitute a quorum for
the transaction of business by the committee or subcommittee, unless the Certificate of Incorporation or a resolution of the Board (or
a resolution of the committee that created the subcommittee) requires a greater or lesser number (provided that in no case shall a quorum
be less than one-third of the directors then serving on the committee or subcommittee). The vote of a majority of the members of the
committee or subcommittee present at any meeting at which a quorum is present shall be the act of such committee or subcommittee, unless
the Certificate of Incorporation or a resolution of the Board (or a resolution of the committee that created the subcommittee) requires
a greater number. If a quorum is not present at any meeting of the committee, then the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until a quorum is present.
The
Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant
to this Section 4.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
Article
V - Officers
5.1
Officers.
The
officers of the Corporation shall include a president and a secretary. The Corporation may also have, at the discretion of the Board,
a chairperson of the Board and a vice chairperson of the Board from among its members, a chief executive officer (who, absent action
by the Board stating otherwise, shall also be the president for purposes of the DGCL), a chief financial officer, a treasurer, one (1)
or more vice presidents, one (1) or more assistant vice presidents, one (1) or more assistant treasurers, one (1) or more assistant secretaries,
and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held
by the same Person.
5.2
Appointment of Officers.
The
Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section
5.3 of these bylaws. In the event of the absence or disability of any officer, the Board may designate another officer to act temporarily
in place of such absent or disabled officer.
5.3
Subordinate Officers.
The
Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president (where the president
and chief executive officer are not the same individual), to appoint, such other officers and agents as the business of the Corporation
may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are
provided in these bylaws or as the Board or an authorized officer (as applicable), may from time to time determine.
5.4
Removal and Resignation of Officers.
Subject
to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the
Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the
Board.
Any
officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt
of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance
of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party.
5.5
Vacancies in Offices.
Any
vacancy occurring in any office of the Corporation shall be filled by the Board or as provided in Sections 5.2 and 5.3, as applicable.
5.6
Representation of Securities of Other Entities.
The
chairperson of the Board, the chief executive officer, the president, any vice president, the treasurer, the secretary or assistant secretary
of this Corporation, or any other Person authorized by the Board, the chief executive officer, the president or a vice president, is
authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all securities of any other entity
standing in the name of this Corporation. The authority granted herein may be exercised either by such Person directly or by any other
Person authorized to do so by proxy or power of attorney duly executed by such Person having the authority.
5.7
Tenure, Authority and Duties of Officers.
Except
as provided in Section 5.3, all officers of the Corporation shall hold such office, respectively have such authority and perform such
duties in the management of the business of the Corporation as may be provided herein or designated from time to time by the Board and,
to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.
Article
VI - Records
A
stock ledger consisting of one or more records in which the names of all of the Corporation’s stockholders of record, the address
and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are
recorded in accordance with Section 224 of the DGCL shall be administered by or on behalf of the Corporation. Any records administered
by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books,
may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic networks or
databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into
clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to
prepare the list of stockholders specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156,
159, 217(a) and 218 of the DGCL, and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code.
Each
director and each member of any committee designated by the Board shall, in the performance of his or her duties, be fully protected
in relying in good faith upon the books and records of the Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers, agents or employees, or committees of the Board so designated, or by any other Person as to
matters which such director or committee member reasonably believes are within such other Person’s professional or expert competence
and that has been selected with reasonable care by or on behalf of the Corporation.
Article
VII - General Matters
7.1
Execution of Corporate Contracts and Instruments.
The
Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of
and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by
the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation
by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
7.2
Stock Certificates.
The
shares of the Corporation shall be uncertificated, provided that the Board by resolution may provide that some or all of the shares of
any class or series of stock of the Corporation shall be represented by certificates. Certificates for the shares of stock, if any, shall
be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock represented by a certificate
shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two (2) officers authorized to sign stock
certificates representing the number of shares registered in certificate form. The chairperson or vice chairperson of the Board, the
president, vice president, the treasurer, any assistant treasurer, the secretary or any assistant secretary of the Corporation shall
be specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of issue.
7.3
Lost Certificates.
The
Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged
to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such
owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against
it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated
shares.
7.4
Shares Without Certificates
The
Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving
the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.
7.5
Dividends.
The
Board, subject to any restrictions contained in either (i) the DGCL or (ii) the Certificate of Incorporation, may declare and pay dividends
upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.
The
Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and
may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property
of the Corporation, and meeting contingencies.
7.6
Fiscal Year.
The
fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board. Unless otherwise fixed by the
Board, the fiscal year of the Corporation shall consist of the twelve (12) month period ending on December 31.
7.7
Seal.
The
Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate
seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
7.8
Transfer of Stock.
Shares
of the Corporation shall be transferable in the manner prescribed by law and in these bylaws. Shares of stock of the Corporation shall
be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized
in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate
Person or Persons (if such shares are represented by certificates) or by delivery of duly executed instructions (if such shares are uncertificated),
with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation
may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation
for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the Persons
from and to whom it was transferred.
7.9
Stock Transfer Agreements.
The
Corporation shall have the power to enter into and perform any agreement with any number of stockholders of any one or more classes or
series of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by
such stockholders in any manner not prohibited by the DGCL.
7.10
Registered Stockholders.
The
Corporation:
(i)
shall be entitled to recognize the exclusive right of a Person registered on its books as the owner of shares to receive dividends and
to vote as such owner; and
(ii)
shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another Person, whether
or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
7.11
Waiver of Notice.
Whenever
notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver, signed
by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a Person at a meeting shall constitute
a waiver of notice of such meeting, except when the Person attends a meeting 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. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver
by electronic transmission unless so required by the Certificate of Incorporation or these bylaws.
Article
VIII- Notice by Electronic Transmission
8.1
Notice by Electronic Transmission.
Except
as otherwise specifically required in these bylaws or by applicable law, all notices required to be given pursuant to these bylaws may
in every instance in connection with any delivery to a member of the Board, be effectively given by hand delivery (including use of a
delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by overnight express courier, facsimile,
electronic mail or other form of electronic transmission. Whenever, by applicable law, the Certificate of Incorporation or these bylaws,
notice is required to be given to any stockholder, such notice may be given in writing directed to such stockholder’s mailing address
or by electronic transmission directed to such stockholder’s electronic mail address, as applicable, as it appears on the records
of the Corporation or by such other form of electronic transmission consented to by the stockholder. A notice to a stockholder shall
be deemed given as follows: (a) if mailed, when the notice is deposited in the United States mail, postage prepaid, (b) if delivered
by courier service, the earlier of when the notice is received or left at such stockholder’s address, (c) if given by electronic
mail, 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 Section 232(e) of
the DGCL, and (d) if given by a form of electronic transmission (other than electronic mail) consented to by the stockholder to whom
the notice is given, (i) if by facsimile transmission, when directed to a number at which such stockholder has consented to receive notice,
(ii) if by a posting on an electronic network together with separate notice to the stockholder of such specified posting, upon the later
of (A) such posting and (B) the giving of such separate notice, and (iii) if by any other form of electronic transmission (other than
electronic mail), when directed to such stockholder. A stockholder may revoke such stockholder’s consent to receiving notice by
means of electronic transmission by giving written notice or by electronic transmission of such revocation to the Corporation. A notice
may not be given by an electronic transmission from and after the time that (x) the Corporation is unable to deliver by such electronic
transmission two (2) consecutive notices and (y) such inability becomes known to the secretary or to the transfer agent, or other person
responsible for the giving of notice; provided, however, the inadvertent failure to discover such inability shall not invalidate
any meeting or other action. Any notice given by electronic mail must include a prominent legend that the communication is an important
notice regarding the Corporation.
An
affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been
given by electronic mail or by another form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the
facts stated therein.
8.2
Definition of Electronic Transmission.
An
“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 a recipient through an automated process.
Article
IX - Indemnification
9.1
Indemnification of Directors and Officers.
The
Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be
amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she, or
a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while serving as 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, enterprise or non-profit entity, including service with respect to employee benefit
plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred by such person in connection with any such Proceeding.
Subject
to the requirements in this Article IX and the DGCL, the Corporation shall not be obligated to indemnify any person pursuant to this
Article IX in connection with any Proceeding (or any part of any Proceeding):
|
(a) |
for
which payment has actually been made to and received by or on behalf of such person under any statute, insurance policy, indemnity
provision, vote or otherwise, except with respect to any excess beyond the amount paid; |
|
|
|
|
(b) |
for
an accounting or disgorgement of profits pursuant to Section 16(b) of the Exchange Act, or similar provisions of federal, state or
local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements); |
|
|
|
|
(c) |
for
any reimbursement of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any
profits realized by such person from the sale of securities of the Corporation, as required in each case under the Exchange Act (including
any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), the payment to the Corporation of profits arising from the purchase and
sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor
(including pursuant to any settlement arrangements), or any other remuneration paid to such person if it shall be determined by a
final judgment or other final adjudication that such remuneration was in violation of law; |
|
|
|
|
(d) |
initiated
by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the Corporation, any legal
entity which it controls, any director or officer thereof or any third party, unless (i) the Board has consented to the initiation
of such Proceeding or part thereof, (ii) the Corporation provides the indemnification, in its sole discretion, pursuant to the powers
vested in the Corporation under applicable law (provided, however, that this 9.1 shall not apply to counterclaims or affirmative
defenses asserted by such person in an action brought against such person), (iii) otherwise required to be made under Section 9.4
or (iv) otherwise required by applicable law; or |
|
|
|
|
(e) |
if
prohibited by applicable law; provided, however, that if any provision or provisions of this Article IX shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions
of this Article IX (including, without limitation, each portion of any paragraph or clause containing any such provision held to
be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected
or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article IX (including, without limitation, each
such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. |
9.2
Indemnification of Others.
The
Corporation shall have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists
or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding
by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the
Corporation or 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, enterprise or non-profit entity, including service with respect to employee benefit plans, against
all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.
9.3
Prepayment of Expenses.
The
Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred
by any current or former officer or director of the Corporation in defending any Proceeding in advance of its final disposition; provided,
however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall
be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the
person is not entitled to be indemnified under this Article IX or otherwise.
9.4
Determination; Claim.
If
a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty
(60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days after a written claim
therefor has been received by the Corporation, the claimant may thereafter (but not before) file suit to recover the unpaid amount of
such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest
extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the
requested indemnification or payment of expenses under applicable law.
9.5
Non-Exclusivity of Rights.
The
rights conferred on any Person by this Article IX shall not be exclusive of any other rights which such Person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.
9.6
Insurance.
The
Corporation may purchase and maintain insurance on behalf of any Person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust enterprise or non-profit entity against any liability 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 him
or her against such liability under the provisions of the DGCL.
9.7
Other Indemnification.
The
Corporation’s obligation, if any, to indemnify or advance expenses to any Person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced
by any amount such Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture,
trust, enterprise or non-profit enterprise.
9.8
Continuation of Indemnification.
Subject
to the terms of any provision of the Certificate or agreement between the Corporation and any director, officer, employee or agent respecting
indemnification and advancement of expenses, the rights to indemnification and to prepayment of expenses provided by, or granted pursuant
to, this Article IX shall continue notwithstanding that the Person has ceased to be a director, officer, employee or agent of the Corporation
and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such Person.
9.9
Amendment or Repeal; Interpretation.
Any
repeal or modification of this Article IX shall not adversely affect any right or protection (i) hereunder of any Person in respect of
any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification
or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.
Any
reference to an officer of the Corporation in this Article IX shall be deemed to refer exclusively to the chairperson of the Board, a
vice chairperson of the Board, a chief executive officer, a chief financial officer, a secretary or a treasurer appointed pursuant to
Article V of these bylaws, and to any president, vice president, assistant secretary, assistant treasurer, or other officer of the Corporation
appointed by (x) the Board pursuant to Article V of these bylaws or (y) an officer to whom the Board has delegated the power to appoint
officers pursuant to Article V of these bylaws, and any reference to an officer of any other corporation, partnership, joint venture,
trust, employee benefit plan or 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 corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any
person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise has been given or has used the title of “vice president” or any other title that could be
construed to suggest or imply that such person is or may be an officer of the Corporation or of such other corporation, partnership,
joint venture, trust, employee benefit plan or 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 corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise for purposes of this Article IX.
Article
X - Definitions
As
used in these bylaws, unless the context otherwise requires, the term:
“Affiliate”
means, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person. For
the purposes of this definition, “control,” when used with respect to any Person, means the power to direct or cause the
direction of the affairs or management of that Person, whether through the ownership of voting securities, as trustee (or the power to
appoint a trustee), Personal representative or executor, by contract, credit arrangement or otherwise and “controlled” and
“controlling” have meanings correlative to the foregoing.
“Person”
means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint
stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever
nature, and shall include any successor (by merger, consolidation, division or otherwise) of such entity.
Article
XI- Restrictions on Transfer and Ownership
11.1
Invalid Securities.
Effective
immediately upon transmittal by the Corporation of a Redemption Notice (as defined in Section 1(i) of Article XIV of the Certificate
of Incorporation to a Disqualified Holder (as defined in Section 1(d) of Article XIV of the Certificate of Incorporation), the Securities
(as defined in Section 1(m) of Article XIV of the Certificate of Incorporation) specified in such Redemption Notice shall become “Invalid
Securities” for purposes of this Article XI.
Promptly
following transmittal by the Corporation of a Redemption Notice, the Corporation shall Announce Publicly (as defined below) that such
Redemption Notice has been given and that the terms of this Article XI shall apply to the Securities specified in such Redemption Notice.
11.2
Additional Definitions. As used in this Article XI only, the following terms shall have the following respective meanings:
(i)
“Acquire” means the acquisition, directly or indirectly, of ownership of Securities by any means, including, without
limitation: (i) the exercise of any rights under any option, warrant, convertible security, pledge or other security interest or similar
right to acquire Securities or (ii) the entering into of any swap, hedge or other arrangement that results in the acquisition of any
of the economic benefits of ownership of Securities. The terms “Acquires” and “Acquisition” shall have the same
meaning, mutatis mutandis.
(ii)
“Announce Publicly” means disclosure (i) in a press release reported by the Dow Jones, Newswire, Business Wire, Reuters
Information Service or any similar or successor news wire service or (ii) in a communication distributed generally to stockholders or
in a document publicly filed by the Corporation with the Securities and Exchange Commission (the “SEC”) pursuant to
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or any successor provisions thereto.
(iii)
“Disposition” means the sale, transfer, exchange, assignment, liquidation, conveyance, pledge, abandonment, distribution,
contribution, or other disposition of Securities.
(iv)
“Person” means an individual, corporation, estate, trust, association, limited liability company, partnership, joint
venture or similar organization or entity.
(v)
“Transfer” means any direct or indirect Acquisition or Disposition.
11.3
Transfer Limitations.
(i)
No Disqualified Holder or Purported Transferee (as defined below) shall be permitted to make a Transfer of Invalid Securities, and any
such purported Transfer will be void ab initio (any such purported Transfer, a “Prohibited Transfer”).
(ii)
The restrictions set forth in Section 11.3(i) shall not apply to a proposed Transfer, and a Transfer shall not be treated as a Prohibited
Transfer hereunder, if the transferor or the transferee obtains prior approval of the proposed Transfer by the Board. As a condition
to granting its approval pursuant to this Section 11.3(ii), the Board may, in its sole discretion, require and/or obtain (at the expense
of the transferor and/or transferee) such documentation, information and action, if any, as it determines in its sole discretion to be
appropriate, including, without limitation, representations and warranties from the transferor and/or transferee, such opinions of counsel
to be rendered by counsel selected by (or acceptable to) the Board, and such other advice, in each case as to such matters as the Board
determines in its sole discretion is appropriate.
(iii)
The restrictions set forth in Section 11.3(i) shall not apply to an Acquisition by the Corporation. Once Invalid Securities have been
Acquired by the Corporation, such Securities shall cease to be Invalid Securities.
11.4
Treatment of Invalid Securities.
(i)
No employee or agent of the Corporation shall record any Prohibited Transfer, and the purported transferee of a Prohibited Transfer (the
“Purported Transferee”) shall not be recognized as a security holder of the Corporation for any purpose whatsoever
in respect of the Invalid Securities. The Purported Transferee shall not be entitled with respect to such Invalid Securities to any rights
of the applicable class of security holders of the Corporation, including, without limitation, any right to vote such Invalid Securities,
to receive dividends or distributions, whether liquidating or otherwise, in respect thereof and to effect any Transfer thereof.
(ii)
Once Invalid Securities exist, the Corporation may require, including, but not limited to, as a condition to the registration of the
Transfer of any Securities that may be Invalid Securities or the payment of any dividend or distribution on any such Securities, that
the proposed transferee or payee furnish to the Corporation all information reasonably requested by the Corporation to permit a determination
of whether such Securities are Invalid Securities. The Corporation may make such arrangements or issue such instructions to the applicable
transfer agent, registrar, depositary, trustee or other securities intermediary as may be determined by the Board to be necessary or
advisable to implement this Section 11.4, including, without limitation, authorizing such transfer agent, registrar, depositary, trustee
or other securities intermediary to require an affidavit from a proposed transferee or payee regarding such Person’s actual and
constructive ownership of any such Securities, the transfer of any such Securities and other evidence that a Transfer will not be prohibited
by this Section 11.4 or Article XIV of the Certificate of Incorporation as a condition to registering any such Transfer or paying any
such dividend or distribution.
(iii)
If a Prohibited Transfer has occurred: (1) the Prohibited Transfer and, if applicable, the registration of such Prohibited Transfer,
shall be void ab initio and have no legal effect, (2) the Purported Transferee shall be bound by the terms of the Redemption Notice and
Article XIV of the Certificate of Incorporation with respect to the Invalid Securities purportedly Transferred, (3) the Redemption Notice
shall thereafter constitute a binding agreement on the part of the Corporation to redeem, and on the part of the Purported Transferee
to sell, the Invalid Securities in accordance with Article XIV of the Certificate of Incorporation (such redemption and sale, the “Purported
Transferee Redemption”) and (4) the Purported Transferee Redemption shall thereafter be effectuated in accordance with Article
XIV of the Certificate of Incorporation (including, for the avoidance of doubt, at the date, time and place specified in the Redemption
Notice and at the Redemption Price (as defined in Section 1(j) of the Certificate of Incorporation)); provided that the Corporation shall
pay the Redemption Price of any Invalid Securities redeemed in a Purported Transferee Redemption to the Purported Transferee of the Invalid
Securities so redeemed, in which case such payment shall extinguish any obligation of the Corporation to make payment in respect of such
Invalid Securities to the Disqualified Holder that effectuated the applicable Prohibited Transfer; provided further that if the date
specified in the Redemption Notice shall have already passed, the Purported Transferee Redemption shall take place at such date and time
as the Corporation reasonably selects by notice to the Purported Transferee.
(iv)
The recourse of any Purported Transferee to the Corporation in respect of any Prohibited Transfer shall be limited to the Redemption
Price as determined in accordance with Section 11.4(iii).
(v)
If the Purported Transferee fails to surrender the Invalid Securities for redemption in accordance with Section 11.4(iii), then the Corporation
may, in such manner and at such time, as determined by the Board, enforce the provisions hereof, which may include the institution of
legal proceedings to compel the surrender. Nothing in this Section 11.4 shall (a) be deemed inconsistent with any Prohibited Transfer
of the Invalid Securities provided in this Article XI being void ab initio or (b) preclude the Corporation in its discretion from immediately
bringing legal proceedings without a prior demand.
11.5
Liability. To the fullest extent permitted by law, any security holder subject to the provisions of this Article XI who violates
the provisions of this Article XI and any Persons controlling, controlled by or under common control with such security holder shall
be jointly and severally liable to the Corporation for, and shall indemnify and hold the Corporation harmless against, any and all damages
suffered as a result of such violation, including, but not limited to, damages resulting from the Corporation’s inability to secure
and maintain in good standing any licenses, contracts, franchises and other regulatory approvals related to the Corporation’s business,
and attorneys’ and auditors’ fees incurred in connection with such violation.
11.6
Compliance.
(i)
The Corporation shall have the power to make appropriate notations upon any certificates representing Securities or its stock and other
Securities transfer records and to instruct any transfer agent, registrar, depositary, trustee or other securities intermediary with
respect to the requirements of this Article XI for any uncertificated Securities or Securities held in an indirect holding system.
(ii)
The Board shall have the power to decide all matters necessary for determining compliance with this Article XI, including, without limitation,
determining (A) whether a Transfer is a Prohibited Transfer, (B) whether an instrument constitutes a Security, (C) the interpretation
of any provision of this Article XI, and (D) any other matter that the Board determines to be relevant. The good faith determination
of the Board on such matters shall be conclusive and binding on all persons and entities for the purposes of this Article XI.
Article
XII - Suitability Analysis of Significant Stockholders
To
enable the Corporation or any of its affiliates to secure, maintain in good standing and renew all licenses, contracts, franchises and
other regulatory approvals related to the operation of lottery and related businesses now or hereafter engaged in by the Corporation
or any of its affiliates within or without the United States of America, the Corporation will conduct a suitability analysis of each
Significant Stockholder (as defined below) and intends to require all relevant information pertaining to suitability and/or qualification,
as those terms are commonly understood in gaming laws applicable to the Corporation, from such Significant Stockholder in connection
therewith. “Significant Stockholder” means any stockholder of the Corporation who, together with all affiliates or
associates of such stockholder, beneficially owns (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended),
directly or indirectly, five percent or more of any class of capital stock of the Corporation. For purposes solely of this Article XII,
“affiliate” and “associate” shall have the respective meanings ascribed to such terms in Rule 12b- 2 under the
Securities Exchange Act of 1934, as amended.
Article
XIII - Severability
If
any provision or provisions of Articles XI and XII of these Bylaws shall be held invalid, illegal or unenforceable as applied to any
person or circumstances for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability
of such provisions in any other circumstance and of the remaining provisions of Articles XI and XII of these Bylaws (including, without
limitation, each portion of any sentence of Articles XI and XII of these Bylaws containing any such provision held to be invalid, illegal
or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons
or entities and circumstances shall not in any way be affected or impaired thereby.
(This
Space Intentionally Left Blank)
Lottery.com
Inc.
Second
Certificate of Amendment and Restatement of Bylaws
The
undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of Lottery.com, Inc., a Delaware corporation
(the “Corporation”), and that the foregoing bylaws were approved on October 23, 2023, effective as of October
23, 2023 by the Corporation’s board of directors.
IN
WITNESS WHEREOF, the undersigned has hereunto set his hand this 23rd day of October, 2023.
|
/s/
Matthew McGahan |
|
Matthew
McGahan |
|
Secretary |
v3.23.3
Cover
|
Oct. 23, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Oct. 23, 2023
|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
001-38508
|
Entity Registrant Name |
LOTTERY.COM,
INC.
|
Entity Central Index Key |
0001673481
|
Entity Tax Identification Number |
81-1996183
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
20808
State Hwy 71W
|
Entity Address, Address Line Two |
Unit B
|
Entity Address, City or Town |
Spicewood
|
Entity Address, State or Province |
TX
|
Entity Address, Postal Zip Code |
78669
|
City Area Code |
(737)
|
Local Phone Number |
309-4500
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Common Stock, par value $0.001 per share |
|
Title of 12(b) Security |
Common
Stock, par value $0.001 per share
|
Trading Symbol |
LTRY
|
Security Exchange Name |
NASDAQ
|
Warrants to purchase one share of common stock, each at an exercise price of $230.00 |
|
Title of 12(b) Security |
Warrants
to purchase one share of common stock, each at an exercise price of $230.00
|
Trading Symbol |
LTRYW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=LTRY_CommonStockParValue0.001PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=LTRY_WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf230.00Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Lottery com (NASDAQ:LTRY)
Historical Stock Chart
From Aug 2024 to Sep 2024
Lottery com (NASDAQ:LTRY)
Historical Stock Chart
From Sep 2023 to Sep 2024