Governance Changes

ACACIA RESEARCH CORP: Fifth Amended and Restated Bylaws approved, implementing changes including Lead Independent Director, updated stockholder proposal procedures, special meeting calling rights, remote meeting and director removal clarifications, and removal of former Section 2.14 (effective 2023-07-27).

“On July 27, 2023, the Board of Directors (the “Board”) of Acacia Research Corporation (the “Company”) approved the Fifth Amended and Restated Bylaws of the Company (the “Fifth Amended and Restated Bylaws”).”

SPECTRUM PHARMACEUTICALS INC: Bylaws amended and restated following merger effective time.

“In addition, promptly following Effective Time, the Fourth Amended and Restated Bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated in their entirety to be in the form attached hereto as Exhibit 3.2 (the “Amended and Restated Bylaws”).”

SPECTRUM PHARMACEUTICALS INC: Certificate of incorporation amended and restated following merger effective time.

“Promptly following the Effective Time, the Restated Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1 (the “Amended and Restated Certificate of Incorporation”).”

Aspen Technology, Inc.: Amended and restated Code of Business Conduct and Ethics to add a new requirement for officers to obtain CEO approval before serving on another company's board, clarify whistleblower policy, and make other administrative changes (effective 2023-07-26).

“On July 26, 2023, the Company amended and restated its Code of Business Conduct and Ethics (the “Code”), which governs the conduct of all directors, officers and employees of the Company and its subsidiaries and other business entities controlled by it. The amendments include a new requirement for officers to advise our Chief Executive Officer and Chief Legal Officer and obtain approval from the Chief Executive Officer in advance of accepting an invitation to serve on the board of directors or a committee of the board of directors of another company.”

Healthwell Acquisition Corp. I: Amendment to eliminate the restriction on redemption of public shares that would cause net tangible assets to fall below $5,000,001 (effective 2023-07-26).

“an amendment to the Charter to eliminate from the Charter the limitation that the Company may not redeem the shares of Class A common stock sold as part of the units in the IPO (“ public shares ”) to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “ Redemption Limitation ”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation”

Healthwell Acquisition Corp. I: Amendment to allow increase or decrease of authorized shares of common or preferred stock by majority vote, overriding Section 242(b)(2) of DGCL (effective 2023-07-26).

“an amendment to the Charter to provide that, subject to the rights of the holders of any outstanding class of preferred stock, the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s capital stock entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law”

Healthwell Acquisition Corp. I: Amendment to extend the deadline for consummating a business combination from August 5, 2023 to December 5, 2023 (effective 2023-07-26).

“an amendment to the Company’s amended and restated certificate of incorporation (the “ Charter ”) to extend the date by which the Company must consummate an initial business combination (the “ Business Combination ”) from August 5, 2023 to December 5, 2023 (or such earlier date as determined by the Company’s board of directors (the “ Board ”))”

Longevity Health Holdings, Inc.: Company renamed from Carmell Therapeutics Corporation to Carmell Corporation (effective 2023-08-01).

“On August 1, 2023, the board of directors of the Company approved and adopted an amendment (the “ Charter Amendment ”) to the Company’s existing amended and restated certificate of incorporation to change the name of the Company from “Carmell Therapeutics Corporation” to “Carmell Corporation.””

Northern Star Investment Corp. II: Amended certificate of incorporation to extend business combination deadline from July 28, 2023 to January 28, 2024 (effective 2023-07-28).

“On July 28, 2023, the Company filed the amendment to its amended and restated certificate of incorporation (the “Charter”) with the Secretary of State of the State of Delaware.”

Home Point Capital Inc.: Bylaws amended and restated in their entirety effective as of the Effective Time.

“the bylaws of the Company were amended and restated in their entirety effective as the Effective Time”

Home Point Capital Inc.: Certificate of incorporation amended and restated in its entirety effective as of the Effective Time.

“the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time”

Ares Acquisition Corp: Extended the deadline to consummate a business combination from August 4, 2023 to November 6, 2023 (effective 2023-08-01).

“On August 1, 2023, Ares Acquisition Corporation (“ AAC ” or the “ Company ”) held an extraordinary general meeting (the “ Shareholder Meeting ”) at which the Company’s shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles of association (as amended, the “ Memorandum and Articles of Association ”) to extend the date by which the Company has to consummate a business combination (the “ Charter Extension ”) from August 4, 2023 to November 6, 2023, or such earlier date as the Company’s board of directors may approve in accordance with the Memorandum and Articles of Association (the “ Extension Amendment Proposal ”).”

HA Sustainable Infrastructure Capital, Inc.: Board of Directors adopted and approved Amended and Restated Bylaws in response to universal proxy rules, addressing procedural issues and enhancing information requirements for director nominations (effective 2023-07-27).

“On July 27, 2023, the Board of Directors of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”) adopted and approved the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”).”

Mama's Creations, Inc.: The company amended its Amended and Restated Bylaws solely to reflect the name change (effective 2023-07-31).

“The Company also amended and restated its Amended and Restated Bylaws, solely to reflect the name change (as amended, the “Second Amended and Restated Bylaws”).”

Mama's Creations, Inc.: The company amended its Articles of Incorporation to change its name from MamaMancini's Holdings, Inc. to Mama's Creations, Inc (effective 2023-07-31).

“On July 31, 2023, MamaMancini’s Holdings, Inc. (the “Company”) filed an amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada to change the Company’s name from “MamaMancini’s Holdings, Inc.” to “Mama’s Creations, Inc.” (the “Name Change”)”

Univar Solutions Inc.: Bylaws amended and restated in their entirety in connection with the merger.

“Univar Solutions’ certificate of incorporation and bylaws were amended and restated in their entirety.”

Univar Solutions Inc.: Certificate of incorporation amended and restated in its entirety in connection with the merger.

“Univar Solutions’ certificate of incorporation and bylaws were amended and restated in their entirety.”

HOULIHAN LOKEY, INC.: Amended and restated bylaws to update provisions regarding stockholder meetings, clarify procedures for stockholder proposals, address universal proxy rules, adopt federal forum provision, and make other technical changes (effective 2023-07-26).

“On July 26, 2023, the Board of Directors (the “Board”) of Houlihan Lokey, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, adopted and approved amended and restated bylaws (the “Amended and Restated Bylaws”), as of such date. The Amended and Restated Bylaws were amended to: (i) update provisions regarding notice of an adjournment of any meeting of stockholders and the availability of the list of stockholders entitled to vote at a meeting of stockholders, each to align with recent amendments to the Delaware General Corporation Law, as amended; (ii) clarify procedures for stockholders to propose business or nominations to be considered at annual or special meetings of the Company’s stockholders; (iii) establish additional requirements and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; (iv) address the new universal pro”

DiamondRock Hospitality Co: Amended and restated bylaws to adopt universal proxy rules, enhance procedural requirements for stockholder nominations and proposals, and update provisions for virtual meetings (effective 2023-08-01).

“On August 1, 2023, the Board of Directors (the “Board”) of DiamondRock Hospitality Company (the “Company”) amended and restated the Company’s Fourth Amended and Restated Bylaws (as so amended and restated the “Fifth Amended and Restated Bylaws” or “Bylaws”), to, among other things: • address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; • enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons”

WINTRUST FINANCIAL CORP: Board approved amendments to the Bylaws to update director nomination notification requirements, proxy solicitation rules, and director number range (11-14) (effective 2023-07-27).

“On July 27, 2023, the Board of Directors (the “Board”) of Wintrust Financial Corporation (the “Company”) approved and adopted amendments to the Company’s Amended and Restated By-laws (the “By-laws”), effective immediately. Article II, Section 2.5(a) of the By-laws was amended to update the notification requirements related to nominations of directors and solicitations of proxies, including the requirement for more detail as to shareholder affiliation with a group that intends to solicit proxies under Rule 14a-19 of the Securities Exchange Act of 1934 (the “Exchange Act”) or engage in a solicitation, as defined by the Exchange Act. Article II, Section 2.5(e) of the By-laws was amended to provide that the Company shall disregard any proxies or votes solicited by a shareholder who either fails to comply with the requirements of Rule 14a-19 of the Exchange Act or notifies the Company that such shareholder no longer intends to solicit proxies for the applicable proposed director nominee. In”

ASTROTECH Corp: Amended and restated bylaws to address universal proxy rules and update procedural requirements (effective 2023-07-31).

“On July 31, 2023, the Board of Directors (the “Board”) of Astrotech Corporation (the “Company”) approved and adopted amendments (the “Amendments”) to the Bylaws of the Company (as amended, the “Amended and Restated Bylaws”), effective immediately.”

BIOGEN INC.: Biogen Inc. amended its bylaws effective July 28, 2023 to (i) clarify that nominees for election or reelection must agree to adhere to Biogen's Code of Business Conduct and Corporate Governance Principles and (ii) remove the position of Vice Chair and add the position of Chair Pro Tem (effective 2023-07-28).

“Effective July 28, 2023, the Board of Directors of Biogen approved an amendment to Biogen's Fourth Amended and Restated Bylaws (the “ Fourth Amended and Restated Bylaws ”) to (i) clarify that nominees for election or reelection must agree to, among other things, adhere to Biogen’s Code of Business Conduct and Corporate Governance Principles and (ii) remove the position of Vice Chair and add the position of Chair Pro Tem.”

Haymaker Acquisition Corp. 4: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2023-07-25).

“On July 26, 2023, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands General Registry, which was effective on July 25, 2023.”

Aimfinity Investment Corp. I: 股东批准修改公司章程，将完成业务合并的截止日期延长至2023年7月28日，并可以选择按月延期最多9个月至2024年4月28日，同时要求存入信托账户一定金额。 (effective 2023-07-28).

“At the Shareholder Meeting, the shareholders of the Company, by special resolution, approved the proposal to amend Company’s Charter, which previously provided that the Company has until July 28, 2023 to complete a Business Combination, and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional one-month extension, for a total of up to nine months to April 28, 2024, be deleted in their entirety and the substitution in their place of the second amended and restated memorandum and articles of association of the Company (the “ Amended Charter ”), which provides that the Company has until July 28, 2023 to complete a Business Combination, and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional Monthly Extension, for a total of up to nine months to April 28, 2024, by depositing to the Company’s trust account (the “ Trust Account ”) the lesser of (i) $85,000 for all remaining public sh”

Chenghe Acquisition Co.: Amended the memorandum and articles of association to allow holders of Class B ordinary shares to convert into Class A ordinary shares on a one-for-one basis at any time before or concurrently with or immediately following the business combination (effective 2023-07-26).

“the proposal to amend the MAA to provide for the right of a holder of the Company’s Class B ordinary shares to convert such shares into the Company’s Class A ordinary shares on a one-for-one basis at any time before or concurrently with or immediately following the consummation of the Company’s business combination at the election of the holder”

Chenghe Acquisition Co.: Amended the memorandum and articles of association to extend the deadline for consummating a business combination from August 2, 2023 to November 2, 2023, with option for up to six additional monthly extensions to May 2, 2024 (effective 2023-07-26).

“the proposal to amend the Company’s amended and restated memorandum and articles of association (the “MAA”) to extend the date (the “Termination Date”) by which the Company must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses, which we refer to as a “business combination,” or (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase 100% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that was consummated on May 2, 2022, for three months, from August 2, 2023 to November 2, 2023, for a deposit for the three-month period of, the lesser of (a) $300,000 and (b) $0.075 for each Class A ordinary share not redeemed as of August 2, 2023, and to allow the Company, without the need for any further approval of the Company’s sha”

Arculus System Co., Ltd.: Company ceased to be a shell company due to active business operations (effective 2023-07-31).

“we believe that we are no longer a “shell company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.”

Privia Health Group, Inc.: Increased board size from 11 to 15 directors and removed the office of president (effective 2023-08-01).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Board approved the Company’s Third Amended and Restated Bylaws (as so amended and restated, the “Amended Bylaws”), effective August 1, 2023. The Amended Bylaws permit an increase of the size of the Board from eleven to fifteen directors. The Amended Bylaws also reflect the removal of the office of president from the Amended Bylaws.”

Park Hotels & Resorts Inc.: The Board amended and restated the Bylaws to require non-white proxy cards, update nomination procedures for universal proxy rules, reflect Delaware law updates, and make administrative changes (effective 2023-07-28).

“On July 28, 2023, the Company’s Board of Directors (the “ Board ”) amended and restated the Company’s By-laws (the “ Amended and Restated By-laws ”), effective immediately, to (i) require any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white; (ii) implement and update the procedure and information requirements for the nominations of persons for election to the Board, including to address matters relating to the new universal proxy rules set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended; (iii) reflect recent amendments to the Delaware General Corporation Law; and (iv) make certain other administrative, clarifying and conforming changes throughout.”

MARA Holdings, Inc.: Increased authorized common shares from 200 million to 500 million (effective 2023-07-31).

“Marathon Digital Holdings, Inc. (the “Company”) is filing an amendment to its Articles of Incorporation increasing its authorized shares of common stock from 200 million to 500 million.”

MedAvail Holdings, Inc.: Amended restated certificate of incorporation to effect a 1-for-50 reverse stock split of common stock (effective 2023-07-31).

“On July 31, 2023, MedAvail Holdings, Inc. filed a Certificate of Amendment of our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of our common stock, par value $0.001 per share, at a ratio of 1-for-50. The reverse stock split became effective at 5:00 p.m. Eastern time, on July 31, 2023.”

EQUITY LIFESTYLE PROPERTIES INC: Amended and restated bylaws to implement proxy access, update advance notice window, and make other changes (effective 2023-07-25).

“On July 25, 2023, the Board of Directors (the “Board”) of Equity LifeStyle Properties, Inc., a Maryland corporation (referred to herein as the “Company,” “we,” “us,” and “our”), amended and restated the Company’s bylaws (the “Fourth Amended and Restated Bylaws”), effective as of such date, to, among other things: • Implement proxy access to permit an eligible stockholder, or group of up to 20 eligible stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy materials director nominees constituting up to the lesser of two individuals and 25% of the number of the Company’s directors then serving, provided the stockholder(s) and the nominee(s) satisfy the requirements specified in the Fourth Amended and Restated Bylaws; • Proxy access will first apply with respect to the Company’s 2024 annual meeting of stockholders; • Update the timing, informational and procedural requirements for a st”

VERU INC.: Increased authorized shares of common stock from 154,000,000 to 308,000,000 (effective 2023-07-24).

“On July 24, 2023, Veru Inc. (the “Company”) filed the Articles of Amendment with the Wisconsin Department of Financial Institutions. The Articles of Amendment increase the total number of authorized shares of the Company’s common stock from 154,000,000 to 308,000,000.”

CalAmp Corp.: Amendment to increase authorized shares of common stock from 80,000,000 to 180,000,000.

“At the Annual Meeting, the Company's stockholders approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to increase the number of authorized shares of the Company's common stock, par value $0.01 per share, from 80,000,000 shares to 180,000,000 shares, as described in the Proxy Statement. The Company's Board of Directors previously approved the Amendment and, on July 27 , 2023, the Company filed the Certificate of Amendment to the Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to effect the Amendment, which became effective upon filing with the Secretary of State.”

AEROJET ROCKETDYNE HOLDINGS, INC.: Amended and restated bylaws in connection with merger.

“Aerojet Rocketdyne’s bylaws were amended and restated in their entirety (the “Third Amended and Restated Bylaws”)”

AEROJET ROCKETDYNE HOLDINGS, INC.: Amended and restated certificate of incorporation in connection with merger.

“Aerojet Rocketdyne’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”)”

DONALDSON Co INC: Amended and restated bylaws to adopt universal proxy card rules and reserve white proxy card for board use, with other updates (effective 2023-07-28).

“On July 28, 2023, the Board of Directors of Donaldson Company, Inc. (the “Company”), upon recommendation of the Corporate Governance Committee, adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as further amended and restated, the “Restated Bylaws”) to, among other things, make changes in connection with Securities and Exchange Commission rules regarding universal proxy cards.”

DIH HOLDING US, INC.: Provided that Class B ordinary shares may be converted at the time of business combination or earlier at the option of holders.

“to provide that the Class B ordinary shares may be converted either at the time of the consummation of the Company’s initial business combination or at any earlier date at the option of the holders of the Class B ordinary shares (the “Founder Conversion Amendment”)”

DIH HOLDING US, INC.: Eliminated the limitation that prevented redemption of Class A ordinary shares if net tangible assets would fall below $5,000,001.

“to eliminate from the Articles the limitation that the Company shall not redeem Class A ordinary shares included as part of the units sold in the Company’s initial public offering to the extent such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”)”

DIH HOLDING US, INC.: Extended the termination date for business combination from August 9, 2023 to September 9, 2023 and allowed monthly extensions up to five times until February 7, 2024 without another shareholder vote (effective 2023-08-09).

“to extend the date by which the Company has to consummate an initial Business Combination (the “Termination Date”) from August 9, 2023 to September 9, 2023 and to allow the Company, without another shareholder vote, to elect to further extend the Termination Date on a monthly basis for up to five times by an additional one month each time from September 9, 2023 until February 7, 2024 (the “Extension Amendment”)”

Plum Acquisition Corp. III: Amended charter to extend business combination deadline, allow founder share conversion, and eliminate minimum net tangible assets redemption limit (effective 2023-07-28).

“The Company filed the Charter Amendment with the Registrar of Companies in the Cayman Islands on July 28, 2023.”

GreenLight Biosciences Holdings, PBC: Amended and restated bylaws in connection with merger.

“Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.”

GreenLight Biosciences Holdings, PBC: Amended and restated certificate of incorporation in connection with merger.

“Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.”

EBET, Inc.: Increased authorized common shares from 100,000,000 to 500,000,000 (effective 2023-07-27).

“At the Annual Meeting the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 100,000,000 to 500,000,000 (the “Authorized Share Increase”). An amendment to the Company's Articles of Incorporation (the “Certificate of Amendment”) was filed with the Secretary of State of the State of Nevada to effect the Authorized Share Increase on July 27, 2023.”

Kinnate Biopharma Inc.: Amended and restated bylaws to update advance notice procedures, stockholder meeting provisions, director and officer provisions, exclusive forum, and other ministerial changes (effective 2023-07-25).

“On July 25, 2023, the board of directors (the “Board”) of Kinnate Biopharma Inc. (the “Company”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately, to reflect, among other things:”

Katapult Holdings, Inc.: Amendment to certificate of incorporation to effect a 1-for-25 reverse stock split (effective 2023-07-27).

“On July 27, 2023, Katapult Holdings, Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to amend the Company’s Second Amended and Restated Certificate of Incorporation to effect, effective as of 5:00 p.m. Eastern Time on July 27, 2023, a 1-for-twenty-five reverse stock split (the “ Reverse Stock Split ”) of its common stock, par value $0.0001 per share (“ Common Stock ”).”

IMAC Holdings, Inc.: Filed Certificates of Designation establishing Series A-1 and Series A-2 Convertible Preferred Stock (effective 2023-07-27).

“On July 27, 2023, the Company filed Certificates of Designation of Preferences, Rights and Limitations establishing two series of preferred stock designated as the Series A-1 Convertible Preferred Stock and the Series A-2 Convertible Preferred Stock with the Secretary of State of the State of Delaware.”

Cottonwood Communities, Inc.: Filed Articles Supplementary designating Series 2023-A Preferred Stock, setting forth rights, preferences, and privileges (effective 2023-07-25).

“On July 25, 2023, the Company filed the Series 2023-A Preferred Stock Articles Supplementary with the SDAT designating the rights, preferences and privileges of the Series 2023-A Preferred Stock.”

Oncorus, Inc.: Amended Article IV, Section 22 of the bylaws to set quorum at one-third of directors currently serving, to permit the sole remaining director to conduct business in accordance with the Plan of Dissolution (effective 2023-07-27).

“On July 27, 2023, the Board approved an amendment to Article IV, Section 22 of the Company's amended and restated bylaws (the " Bylaws ") to provide that a quorum of the Board shall consist of one-third (1/3) of the directors currently serving on the Board in accordance with the Certificate of Incorporation.”

CHUY'S HOLDINGS, INC.: Amended and Restated Bylaws enhancing disclosure and procedural requirements for stockholder nominations (effective 2023-07-27).

“the Board of Directors of the Company amended and restated the Company’s Bylaws (the “Amended and Restated Bylaws”)”