Governance Changes

ADAMAS TRUST, INC.: Filed Articles of Amendment to charter to effect a one-for-four reverse stock split, reducing authorized shares from 800M to 200M and adjusting par value from $0.01 to $0.04 temporarily then back to $0.01 (effective 2023-03-09).

“the Company filed Articles of Amendment to its charter (the “Amendment”) with the Maryland State Department of Assessments and Taxation. The Amendment will take effect as of 12:01 a.m., Eastern Time, on March 9, 2023 (the “Effective Time”).”

VALHI INC /DE/: Amendments to the Code of Business Conduct and Ethics, including adding an ESG section and updating waiver provisions (effective 2023-03-02).

“On March 2, 2023, the registrant’s board of directors adopted and approved certain amendments to the registrant’s Code of Business Conduct and Ethics, as reflected in an amended and restated version of the code of Business Conduct and Ethics (the “Code”).”

HUNTINGTON BANCSHARES INC /MD/: Established 6.875% Series J Non-Cumulative Perpetual Preferred Stock via Articles Supplementary (effective 2023-03-03).

“On March 2, 2023, the Corporation filed the Articles Supplementary with the Maryland Department, supplementing the Corporation’s charter by establishing the newly authorized Series J Preferred Stock of the Corporation consisting of 325,000 authorized shares. The Articles Supplementary were accepted for record on March 2, 2023, and became effective on March 3, 2023.”

Games & Esports Experience Acquisition Corp.: 章程修订，延长业务合并截止日期至2023年12月7日，并取消自动三个月延长。 (effective 2023-03-06).

“On March 6, 2023, shareholders of the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders of the Company approved by special resolution an amendment (the “Charter Amendment”) to the amended and restated memorandum and articles of association of the Company (the “Charter”) to: (A) extend the date by which the Company has to complete an initial business combination from the Termination Date to December 7, 2023, by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time after the Termination Date, until December 7, 2023, unless the closing of the Company’s initial business combination shall have occurred, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account for each such one-month extension period the lesser of (i) an aggregate of $140,000 or (ii) $0.05 per public share tha”

Forest Road Acquisition Corp. II: Amended certificate of incorporation to extend business combination deadline from March 12, 2023 to December 12, 2023 (effective 2023-03-03).

“On March 3, 2023, the Company held a special meeting of stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Charter Amendment ”) to extend the date by which the Company must consummate its Initial Business Combination from March 12, 2023 to December 12, 2023 (or such earlier date as determined by the board of directors of the Company (the “ Board ”)).”

iLearningEngines, Inc.: Amendment to certificate of incorporation to extend the deadline for initial business combination from March 4, 2023 to July 6, 2023, with option for monthly extensions up to February 4, 2024 (effective 2023-03-01).

“On February 28, 2023, Arrowroot held the Special Meeting to approve an amendment to Arrowroot’s amended and restated certificate of incorporation (the “ Charter Amendment ”) to extend the date (the “ Termination Date ”) by which Arrowroot has to consummate an initial business combination from March 4, 2023 (the “ Original Termination Date ”) to July 6, 2023 (the “ Charter Extension Date ”) and to allow Arrowroot, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to seven times by an additional one month each time after the Charter Extension Date, by resolution of Arrowroot’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until February 4, 2024, for a total of up to eleven months after the Original Termination Date, unless the closing of an initial business combination shall have occurred prior thereto (the “ Extension Proposal”

Unicycive Therapeutics, Inc.: Gaurav Aggarwal, MD was appointed to the Board of Directors effective upon closing of the offering, with standard non-employee director compensation and indemnification (effective 2023-03-06).

“Pursuant to the terms of the Purchase Agreement, effective as of the closing of the Offering, Gaurav Aggarwal, MD shall be appointed to the Company’s Board of Directors.”

Tianci International, Inc.: Tianci is no longer a shell company after reverse acquisition of RQS United (effective 2023-03-03).

“Prior to the Share Exchange, Tianci was a shell company as defined in Rule 12b-2 under the Exchange Act. As a result of the transactions under the Exchange Agreement, Tianci is no longer a shell company.”

Inland Real Estate Income Trust, Inc.: Adopted Fourth Amended and Restated Bylaws to update stockholder director nomination and proxy solicitation procedures in response to universal proxy rules (effective 2023-03-02).

“On March 2, 2023, the board of directors of Inland Real Estate Income Trust, Inc. (the “Company”) approved and adopted the Company’s Fourth Amended and Restated Bylaws to update the Company’s bylaws to enhance the procedural and substantive requirements in connection with stockholder nominations of directors, solicitations of proxies and meetings to elect directors in part in response to the universal proxy rules adopted by the Securities and Exchange Commission.”

MARIMED INC.: Amended Bylaws to revise powers and duties of Chairman, CEO, and President (effective 2023-02-28).

“On February 28, 2023, the Board of Directors of MariMed Inc. (the “ Corporation ”), in conjunction with the appointment of Edward Gildea as Chairman of the Board and Jon R. Levine as Chief Executive Officer of the Corporation, authorized, approved and adopted an amendment the Corporation’s Bylaws (the “ Bylaws ”), to revise the powers and duties of the Corporation’s Chairman of the Board, Chief Executive Officer and President as set forth in Sections 4 and 5 of Article IV of the Bylaws, as amended.”

CONCERT PHARMACEUTICALS, INC.: Amended and restated the company's by-laws in their entirety.

“Concert’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety”

LUNA INNOVATIONS INC: Board adopted amended and restated bylaws effective immediately on February 28, 2023, updating procedures for director nominations, universal proxy rules, advance notice, stockholder list availability, remote meetings, and emergency provisions, and removing outdated provisions (effective 2023-02-28).

“On February 28, 2023, in connection with the new Securities and Exchange Commission rules regarding universal proxy cards, recent changes to the General Corporation Law of Delaware (the “DGCL”) and a periodic review of the bylaws of Luna Innovations Incorporated (the “Company”), the Board of Directors of the Company (the “Board”) adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), effective immediately.”

COMPX INTERNATIONAL INC: Amended and restated the Code of Business Conduct and Ethics (effective 2023-03-01).

“On March 1, 2023, the registrant’s board of directors adopted and approved certain amendments to the registrant’s Code of Business Conduct and Ethics, as reflected in an amended and restated version of the code of Business Conduct and Ethics (the “Code”).”

FEDEX CORP: Amended Bylaws to update stockholder meeting procedures, director nomination and proxy solicitation requirements, officer authority, and ministerial provisions, effective immediately on March 6, 2023 (effective 2023-03-06).

“On March 6, 2023, as part of its periodic review of corporate governance matters, the Board of Directors of FedEx Corporation (“FedEx” or the “Company”) approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately.”

ANI PHARMACEUTICALS INC: Board adopted Second Amended and Restated Bylaws with clarifying amendments, updates for universal proxy rules and DGCL, including changes to quorum requirements, stockholder proposal procedures, director nomination procedures, indemnification provisions, and a forum selection clause (effective 2023-02-28).

“On February 28, 2023, the Board of Directors (the “Board”) of ANI Pharmaceuticals, Inc. (the “Company”) approved the Second Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective immediately.”

ANSYS INC: Amended and restated Code of Business Conduct and Ethics adopted (effective 2023-03-01).

“The Board of Directors (the “Board”) of ANSYS, Inc. (the “Company”) adopted an amended and restated Code of Business Conduct and Ethics (the “Code”), which became effective on March 1, 2023.”

Helmerich & Payne, Inc.: Amended and restated by-laws, effective March 1, 2023, making various updates including stockholder meeting procedures, director nominations, and exclusive forum provisions (effective 2023-03-01).

“On March 1, 2023, the Board of Directors (the “ Board ”) of Helmerich & Payne, Inc. (the “ Company ”) approved and adopted the Company’s Amended and Restated By-Laws (as amended and restated, the “ By-Laws ”), which became effective the same day.”

Nuveen Churchill Private Capital Income Fund: Amendment and restatement of the Fund's Amended and Restated Bylaws to address blue sky comments, including affirming annual shareholder meetings and conforming contested election provisions to Omnibus Guidelines (effective 2023-02-28).

“The Second Amended and Restated Bylaws, among other things : (1) revises certain provisions to affirm that the Fund will hold annual meetings of its shareholders; and (2) conforms provision related to contested election where no trustee receives sufficient votes to be elected with the requirements set forth in the Omnibus Guidelines .”

Nuveen Churchill Private Capital Income Fund: Amendment and restatement of the Fund's Fourth Amended and Restated Declaration of Trust to address blue sky comments, including provisions on shareholder votes for mergers/restructurings, consistent voting thresholds, and conformity to NASAA Omnibus Guidelines (effective 2023-02-28).

“The Fifth Amended and Restated Declaration of Trust, among other things: (1) provides that the Board may not cause the merger, reorganization, consolidation, or dissolution of the Fund without the concurring vote of a majority of then-outstanding shares of beneficial interest of the Fund; (2) establishes consistent voting threshold for shareholder votes on proposals to amend the Declaration of Trust; and (3) conforms certain provisions to the provisions set forth in the NASAA Omnibus Guidelines Statement of Policy adopted on March 29, 1992 and as amended on May 7, 2007 and from time to time (the “Omnibus Guidelines”).”

Borealis Foods Inc.: Provided holders of Class B ordinary shares the right to convert into Class A ordinary shares on a one-for-one basis prior to closing a business combination (effective 2023-03-02).

“(2) provide for the right of a holder of Class B ordinary shares of the Company to convert into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination at the election of such holder.”

Borealis Foods Inc.: Extended the deadline for the company to consummate an initial business combination from March 8, 2023 to December 8, 2023 (effective 2023-03-02).

“(1) extend the date by which the Company must consummate its initial business combination from March 8, 2023 to December 8, 2023”

Atlantic Coastal Acquisition Corp.: Amended certificate of incorporation to extend business combination deadline, allow Class B-to-Class A share conversion, and require 65% shareholder vote for certain charter amendments (effective 2023-03-02).

“On March 2, 2023, the Company filed the amendment to its amended and restated certificate of incorporation (the “Amended Charter”) with the Secretary of State of the State of Delaware.”

Twelve Seas Investment Co. II: Approved amendment to certificate of incorporation to extend business combination deadline from March 2, 2023 to December 2, 2023 (effective 2023-02-28).

“On February 28, 2023, Twelve Seas Investment Company II (the “ Company ”) filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Extension Amendment ”). The Extension Amendment extends the date by which the Company must either (i) consummate a business combination, (ii) cease all operations, or (iii) redeem or repurchase 100% of the Company’s outstanding public shares, from March 2, 2023 to December 2, 2023, or such earlier date as determined by the Company’s board of directors (the “ Board ”).”

Lucid Group, Inc.: Approved and adopted Second Amended and Restated Bylaws to reflect DGCL amendments, implement universal proxy card rules, and make technical revisions (effective 2023-03-02).

“On March 2, 2023, the Board of Directors (the " Board" ) of Lucid Group, Inc. (the " Company ") approved and adopted amended and restated by-laws (the " Second Amended and Restated Bylaws ") of the Company to: (i) reflect recent amendments to, and align certain provisions with, the Delaware General Corporation Law; (ii) implement procedural and disclosure requirements for director nominees and stockholders proposing director nominees and other business for consideration at the Company’s annual or special meetings of stockholders, including to address the U.S. Securities and Exchange Commission’s recently adopted "universal proxy card" rules; and (iii) make technical and conforming revisions and clarifications.”

FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Increased authorized shares of Class A common stock from 815,000,000 to 1,690,000,000 (effective 2023-03-01).

“As approved by its stockholders at the special meeting of stockholders held on February 28, 2023, Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), filed an amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on March 1, 2023 (the “Charter Amendment”), to increase the number of authorized shares of Class A common stock of the Company, par value $0.0001 per share, from 815,000,000 shares to 1,690,000,000 shares.”

RYTHM, Inc.: 增加授权普通股数量从100,000,000至200,000,000，总授权股份从103,000,000至203,000,000 (effective 2023-03-01).

“The Charter Amendment increased the number of authorized shares of the Company's common stock from 100,000,000 to 200,000,000, and correspondingly increased the total authorized shares of stock from 103,000,000 to 203,000,000.”

Assure Holdings Corp.: The Board of Directors approved a reverse stock split and filed a Certificate of Change with the Nevada Secretary of State to amend the Articles of Incorporation to effect the reverse split, effective March 4, 2023 (effective 2023-03-04).

“On March 2, 2023, the Company filed the Certificate of Change with the Nevada Secretary of State pursuant to NRS 78.209, which amends the Company’s Articles of Incorporation to effect the Reverse Split, effective at the Effective Time. Pursuant to 78.209, the Board of Directors may terminate the Reverse Split at any time prior to the Effective Time by resolution and filing of a certificate of termination.”

Harbor Custom Development, Inc.: Filed Articles of Amendment to effect a 1-for-20 reverse stock split of common stock (effective 2023-03-01).

“On March 1, 2023, the Company filed Articles of Amendment to its Articles of Incorporation, as amended, to effect the Reverse Stock Split.”

Elevation Oncology, Inc.: The Company amended and restated its bylaws to address universal proxy rules, update advance notice provisions, conform to recent DGCL amendments, and make other changes (effective 2023-03-03).

“On March 3, 2023, in connection with the effectiveness of new U.S. Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”) and a periodic review of the bylaws of Elevation Oncology, Inc. (the “Company”), the Company’s board of directors approved and adopted the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”), which became immediately effective.”

CrowdStrike Holdings, Inc.: Amended and Restated Bylaws to add flexibility to the number of persons who can be appointed to one office (effective 2023-03-01).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. (a) On March 1, 2023, the Board adopted with immediate effect Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”) to add flexibility to the number of persons who can be appointed to one office.”

Primerica, Inc.: Effective March 1, 2023, the Board adopted the Third Amended and Restated By-Laws to update provisions relating to stockholder meetings, director nominations, and Rule 14a-19 compliance (effective 2023-03-01).

“Effective March 1, 2023, the Board of Directors (the “Board”) of Primerica, Inc. (the “Company”), in connection with the recent adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), and certain recent amendments to the Delaware General Corporation Law (the “DGCL”), approved and adopted the Company’s Third Amended and Restated By-Laws (the “Third Amended Restated By-Laws”).”

AGIOS PHARMACEUTICALS, INC.: Amended and restated the bylaws to update procedural mechanics and disclosure requirements for stockholder nominations and proposals, among other changes (effective 2023-03-02).

“On March 2, 2023, the Board of Directors (the “Board”) of Agios Pharmaceuticals, Inc. (the “Company”) approved an amendment and restatement of the Company’s Second Amended and Restated By-Laws (as so amended and restated, the “Third Amended and Restated By-Laws”), effective immediately.”

Ares Real Estate Income Trust Inc.: Adopted Tenth Amended and Restated Bylaws to update procedural requirements for stockholder nominations under Rule 14a-19 and other administrative changes (effective 2023-03-02).

“On March 2, 2023, the Board of Directors of Ares Real Estate Income Trust Inc. (the “Company”) adopted and approved, effective immediately, amended and restated bylaws (the “Tenth Amended and Restated Bylaws”).”

U. S. Premium Beef, LLC: Board approved an amendment to the Amended and Restated Limited Liability Company Agreement to add provisions regarding pass-through entity elections and related distributions (effective 2023-03-01).

“On March 1, 2023, the Board of Directors (the “Board”) of U.S. Premium Beef, LLC (the “Company”) approved the Amendment to the Company’s Amended and Restated Limited Liability Company Agreement (the “Amendment”), effective as of such date.”

Cineverse Corp.: Amended and restated bylaws to conform to DGCL and make clarifying changes, including remote meetings, quorum reduction, advance notice provisions, and exclusive forum selection (effective 2023-02-28).

“On February 28, 2023, the Board of Directors (the “Board”) of Cinedigm Corp. (the “Company”) approved and adopted amendments to the Company’s Bylaws (the “Bylaws”). The amendments to the Bylaws, which are a result of a periodic review of the Bylaws, include changes to conform to recent amendments to the General Corporation Law of the State of Delaware (the “DGCL”), to conform various provisions of the Bylaws to the DGCL, the provisions of the Certificate of Incorporation and to other provisions of the Bylaws and to make other general clean-up and clarifying changes.”

PLUS THERAPEUTICS, INC.: Filed a certificate of designation for Preferred Stock with specific voting rights and redemption provisions (effective 2023-03-03).

“On March 3, 2023, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the Preferred Stock.”

SMITH & WESSON BRANDS, INC.: Amended and restated bylaws to enhance procedural mechanics for stockholder nominations, add an exclusive forum provision, and make other updates (effective 2023-02-28).

“On February 28, 2023, in connection with responding to the new Securities and Exchange Commission rules regarding universal proxy cards and a periodic review of the bylaws of Smith & Wesson Brands, Inc., a Nevada corporation (the “ Company ”), the board of directors of the Company (the “ Board ”) approved and adopted amended and restated bylaws of the Company (the “ Amended and Restated Bylaws ”), which are effective immediately. Among other things, the amendments effected by the Amended and Restated Bylaws: • Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors made in connection with annual and special meetings of stockholders by, including, without limitation: • Adding a requirement that any stockholder submitting a nomination notice make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Securi”

Fuss Brands Corp.: No longer a shell company after agreement and purchase order.

“Following the entry into the Agreement described in Item 1.01 of this report on Form 8-K, the Company is no longer a shell company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934.”

SilverBox Corp III: Amended and Restated Certificate of Incorporation became effective (effective 2023-02-27).

“On February 27, 2023, the Company’s Amended and Restated Certificate of Incorporation became effective.”

Alpine Acquisition Corp.: Extended the deadline for consummating a business combination from March 2, 2023 to April 2, 2023 (effective 2023-03-02).

“On February 28, 2023, the Company held a special meeting of stockholders (the “ Meeting ”) to approve an amendment to its amended and restated certificate of incorporation extending the period of time for the Company to consummate an initial business combination from March 2, 2023 to April 2, 2023.”

Better Home & Finance Holding Co: Extended the deadline to consummate a business combination from March 8, 2023 to September 30, 2023 by amending the Amended and Restated Memorandum and Articles of Association (effective 2023-02-24).

“Within 15 days of the extraordinary general meeting in lieu of the 2022 annual general meeting (the “Extraordinary General Meeting”) of Aurora, which was held on February 24, 2023, Aurora will file with the Registrar of Companies of the Cayman Islands an amendment (the “Extension Amendment”) to its Amended and Restated Memorandum and Articles of Association to extend the date by which Aurora must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses from March 8, 2023 to September 30, 2023, or such earlier date as shall be determined by Aurora’s board of directors and publicly announced by Aurora.”

OneWater Marine Inc.: Board approved amendment and restatement of bylaws, effective March 1, 2023, updating stockholder meeting procedures, director nomination rules under Universal Proxy Card Rules, exclusive forum provision, and other clarifying changes (effective 2023-03-01).

“On March 1, 2023, the Board approved the amendment and restatement of the bylaws of the Company (the “Bylaws”), effective as of such date.”

Angel Oak Mortgage REIT, Inc.: Bylaws were amended and restated solely to reflect the corporate name change (effective 2023-03-10).

“the Company’s board of directors amended and restated its bylaws solely to reflect the corporate name change from Angel Oak Mortgage, Inc. to Angel Oak Mortgage REIT, Inc., which shall also become effective on March 10, 2023.”

Angel Oak Mortgage REIT, Inc.: Company changed its corporate name from Angel Oak Mortgage, Inc. to Angel Oak Mortgage REIT, Inc. via Articles of Amendment to the Amended and Restated Certificate of Incorporation (effective 2023-03-10).

“On March 2, 2023, Angel Oak Mortgage, Inc. (the “Company”) filed with the State Department of Assessments and Taxation of Maryland Articles of Amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to change its corporate name from Angel Oak Mortgage, Inc. to Angel Oak Mortgage REIT, Inc.”

Zscaler, Inc.: Board adopted amended and restated bylaws updating advance notice procedures for director nominations and stockholder proposals, adding Rule 14a-19 compliance requirement, and making other conforming changes to Delaware law (effective 2023-02-28).

“On February 28, 2023, the board of directors of the Company (the “Board”), acting upon the recommendation of the Board’s Nominating and Corporate Governance Committee, adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became immediately effective.”

Independence Contract Drilling, Inc.: Amended and restated bylaws to add requirements for stockholder director nominations, virtual meeting provisions, lead director authority, emergency bylaws, and other changes (effective 2023-02-28).

“On February 28, 2023, the Board of the Company approved and adopted a Third Amended and Restated Bylaws (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws: ● Add additional notice disclosure and other requirements with respect to other persons proposed by stockholders for nomination as a director; ​ ● Add additional notice disclosure and other requirements with respect to stockholders either proposing persons for nomination as a director or other business at an annual meeting of stockholders; ​ ● Add authorities in connection with the designation of a lead director, if applicable; ​ ● Add updates in connection with virtual meetings of stockholders permitted under applicable Delaware law; ​ ● Add default scopes of authorities of certain officers to be applicable in the absence of other board designations; and ​ ● Add emergency bylaw provisions to be operative in the event of an emergenc”

Carisma Therapeutics Inc.: Sesen Bio (now Carisma Therapeutics) filed a Stock Split Amendment with the Delaware Secretary of State to effect a 1-for-20 reverse stock split and reduce authorized shares to 100,000,000 (effective 2023-03-02).

“On March 2, 2023, Sesen Bio filed the Stock Split Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split and Authorized Share Reduction, effective as of 5:01 p.m. on March 7, 2023.”

OPIANT PHARMACEUTICALS, INC.: Opiant's by-laws were amended and restated in their entirety in connection with the merger.

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, Opiant’s certificate of incorporation and by-laws were amended and restated in their entirety as the certificate of incorporation in the form prescribed by the Merger Agreement and by-laws of Merger Sub as in effect immediately prior to the Effective Time, except that references therein to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name.”

OPIANT PHARMACEUTICALS, INC.: Opiant's certificate of incorporation was amended and restated in its entirety in connection with the merger.

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, Opiant’s certificate of incorporation and by-laws were amended and restated in their entirety as the certificate of incorporation in the form prescribed by the Merger Agreement and by-laws of Merger Sub as in effect immediately prior to the Effective Time, except that references therein to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name.”

ALBIREO PHARMA, INC.: Bylaws amended and restated in their entirety.

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