Governance Changes

Jefferies Credit Partners BDC Inc.: Amended charter to rename common stock as Class I Common Stock and reclassify 200,000,000 shares each into Class S and Class D Common Stock, effective May 20, 2025 (effective 2025-05-20).

“On May 19, 2025, Jefferies Credit Partners BDC Inc., a Maryland corporation (the “ Company ”), filed Articles of Amendment (the “ Articles of Amendment ”) to its charter with the State Department of Assessments and Taxation of Maryland (“ SDAT ”) to rename and redesignate the authorized shares of the Company’s common stock, $0.001 par value per share, as Class I Common Stock, $0.001 par value per share (the “ Class I Common Stock ”). The Articles of Amendment became effective on May 20, 2025. Also on May 19, 2025, the Company filed with SDAT Articles Supplementary (the “ Class S Articles Supplementary ”) to its charter, pursuant to which the Company reclassified and redesignated 200,000,000 shares of Class I Common Stock as shares of Class S Common Stock, $0.001 par value per share, and Articles Supplementary (the “ Class D Articles Supplementary ”) to its charter, pursuant to which the Company reclassified and redesignated 200,000,000 shares of Class I Common Stock as shares of Class”

CLOROX CO /DE/: Amended and restated bylaws to implement a cure process for deficiencies in director nomination notices submitted by shareholders. The Company will notify shareholders of deficiencies, allowing them an opportunity to cure within a specified time period (effective 2025-05-19).

“The Board of Directors of The Clorox Company (the “Company”) amended and restated the Company’s bylaws (the “Bylaws”), effective May 19, 2025. The amendments implement a cure process for certain deficiencies in director nomination notices submitted by shareholders. For nomination notices received by the Company within the time period specified in the Bylaws, the Company will notify shareholders of deficiencies in the notice and there will be an opportunity to cure such deficiencies within the time period specified.”

Forward Industries, Inc.: Designated 1,000,000 shares of Series B Preferred Stock via Certificate of Amendment (effective 2025-05-21).

“On May 21, 2025, the Company filed a Certificate of Amendment to the Certificate of Incorporation (“Certificate of Designation”) designating 1,000,000 shares of Series B.”

LINCOLN NATIONAL CORP: Decreased the number of authorized Board members from eleven to ten in Article II, Section 1 of the Bylaws (effective 2025-05-22).

“On May 22, 2025, the Company’s Board of Directors (the “Board”) approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective the same date, to modify the language in Article II, Section 1 of the Bylaws to decrease the number of authorized Board members from eleven to ten.”

FIRST INTERSTATE BANCSYSTEM INC: Adopted amended and restated bylaws with director resignation policy and plurality vote standard for contested elections (effective 2025-05-21).

“On May 21, 2025, the Board approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”) of the Company, which became effective immediately. The Amended and Restated Bylaws implement the following changes: • Adopt a director resignation policy”

GULFPORT ENERGY CORP: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers as permitted by Delaware law (effective 2025-05-21).

“on May 21, 2025, the stockholders of Gulfport Energy Corporation (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to provide for exculpation of certain officers of the Company as permitted by amendments to Delaware law.”

VERISIGN INC/CA: Stockholders approved and adopted an amendment to the Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law (effective 2025-05-22).

“At the VeriSign, Inc. (“Company”) annual meeting of stockholders (the “Annual Meeting”) held on Thursday, May 22, 2025, the Company’s stockholders approved and adopted an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers in certain limited circumstances as permitted by Delaware law (the “Amendment”), all as further described in the Company’s Proxy Statement, as filed with the Securities and Exchange Commission on April 11, 2025 (“Proxy Statement”), under the heading “Proposal No. 4 – Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Limit the Liability of Certain Officers as permitted by Delaware Law,” which is incorporated herein by reference. On May 22, 2025, the Company filed a Certificate of Amendment of Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective upon filing.”

CURIS INC: Modified Section 3.8 to reduce stockholder meeting quorum from a majority to one-third of shares entitled to vote (effective 2025-05-20).

“the amendment effected by the Amended and Restated By-Laws modified Section 3.8 thereof to provide that one-third (1/3) of the shares, instead of a majority, of capital stock of the Company issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board in its sole discretion, or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business”

CURIS INC: Increased authorized shares of capital stock from 39,171,875 to 73,343,750 and common stock from 34,171,875 to 68,343,750 (effective 2025-05-20).

“the Company’s stockholders adopted and approved an amendment to the Company’s Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s capital stock from 39,171,875 to 73,343,750 and the number of authorized shares of the Common Stock from 34,171,875 to 68,343,750 (the “Increase in Authorized Shares Certificate of Amendment”).”

QVC Group, Inc.: Amendment to Restated Certificate of Incorporation to effect a 1-for-50 reverse stock split of Series A and Series B common stock (effective 2025-05-22).

“On May 22, 2025, QVC Group, Inc. (the “Company”) filed an amendment to its Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s Series A common stock, par value $0.01 per share (“QVCGA”), and Series B common stock, par value $0.01 per share (“QVCGB” and, together with QVCGA, the “Common Stock”), at a ratio of 1-for-50 (the “Reverse Stock Split”).”

GRAPHIC PACKAGING HOLDING CO: Removed supermajority voting requirement for stockholders to amend the By-laws (effective 2025-05-21).

“the Board of Directors of the Company (the “Board”) approved amendments to the Company’s By-laws (the “By-laws”), which became effective concurrently with the effectiveness of the Certificate of Amendment of Restated Certificate of Incorporation. The By-laws were amended and restated to remove the supermajority voting requirement for stockholders to amend the By-laws.”

GRAPHIC PACKAGING HOLDING CO: Removed supermajority voting provisions from the Restated Certificate of Incorporation (effective 2025-05-21).

“on May 21, 2025, the stockholders of Graphic Packaging Holding Company (the “Company”) at its 2025 annual meeting of stockholders (the “Annual Meeting”) approved amendments to the Company’s Restated Certificate of Incorporation (the “Charter”) to remove supermajority voting provisions in the Company’s Charter.”

Kinsale Capital Group, Inc.: Amendment to Certificate of Incorporation to add officer exculpation provision permitted by Delaware law (effective 2025-05-22).

“At the 2025 annual meeting, stockholders of the Company approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the "Charter"), which had previously been approved by the Company’s Board of Directors subject to stockholder approval. The Charter amendment updates the exculpation provision with respect to certain officers of the Company as permitted by recent amendments to the Delaware General Corporation Law. The Charter amendment was filed with the Secretary of State of the State of Delaware on May 22, 2025 and was effective as of such date.”

Luminar Technologies, Inc./DE: Filed Certificate of Designations establishing terms of Series A Convertible Preferred Stock (effective 2025-05-22).

“On May 22, 2025, Luminar Technologies, Inc. (the “Company”) filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the voting and other relative rights, powers and preferences of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share, with a stated value of $1,000 per share (the “Series A Preferred Stock”).”

HECLA MINING CO/DE/: Amended Restated Certificate of Incorporation to increase authorized common stock from 750,000,000 to 1,250,000,000 shares and total capital stock to 1,255,000,000 shares (effective 2025-05-22).

“On May 21, 2025, the shareholders of Hecla approved an amendment (the "Amendment") to the Company’s Restated Certificate of Incorporation revising Section 1 of Article IV of our Restated Certificate of Incorporation as follows: ARTICLE IV. Capital Stock Section 1. Authorized Capital Stock . The Corporation shall be authorized to issue two classes of shares of Capital Stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares of Capital Stock which the Corporation shall have authority to issue is One Billion Two Hundred Fifty-Five Million (1,255,000,000), of which One Billion Two Hundred Fifty Million (1,250,000,000) shares shall be designated as Common Stock, par value $0.25 per share, and Five Million (5,000,000) shares shall be designated as Preferred Stock, par value $0.25 per share.”

Meritage Homes CORP: Amended and Restated Bylaws to reflect declassification of Board of Directors (effective 2025-05-22).

“On May 22, 2025, Meritage Homes Corporation's (the "Company") Board of Directors adopted conforming amendments to the Company’s Amended and Restated Bylaws to reflect the declassification of the Board of Directors pursuant to the Amendment to its Articles of Incorporation that was approved by the Company’s stockholders at the Annual Meeting of Stockholders on May 22, 2025.”

UNITED GUARDIAN INC: Amended the Code of Ethics to update administrative roles, revise governance provisions, remove duplicative language, and make clarifying edits (effective 2025-05-15).

“On May 15, 2025, the Board approved and adopted certain amendments to the Company’s Code of Ethics (the “Code”), effective as of that date.”

ATI INC: Adopted Fifth Amended and Restated Bylaws to update advance notice requirements for Rule 14a-19 and include technical and conforming changes (effective 2025-05-15).

“On May 15, 2025, the Board of Directors of ATI Inc. (the “Company”) adopted an amendment and restatement of the Company’s bylaws, in order to, among other things, update the Company’s existing advance notice requirements to reflect the U.S. Securities and Exchange Commission’s adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and to include related technical and conforming changes.”

CROWN CASTLE INC.: Amended and restated the Charter to eliminate unnecessary and outdated provisions (effective 2025-05-21).

“the Company's stockholders approved the proposals to amend and restate the Company's Restated Certificate of Incorporation ("Charter") to eliminate (1) all supermajority voting requirements and (2) certain unnecessary or outdated provisions set forth therein”

CROWN CASTLE INC.: Amended and restated the Charter to eliminate supermajority voting requirements (effective 2025-05-21).

“The Charter Amendments became effective upon the filing of the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware on May 21, 2025.”

AGILENT TECHNOLOGIES, INC.: Amended and restated bylaws to eliminate the 80% supermajority vote requirement for certain actions (effective 2025-05-20).

“The Amended Bylaws implement the following: Article IX was amended to, among other things, eliminate the requirement for an affirmative vote of the combined voting power of at least eighty percent (80%) of the voting power of all shares of the Company entitled to vote generally in the election of directors then outstanding to approve certain actions.”

Globalstar, Inc.: Amendment to Certificate of Incorporation to provide for officer exculpation (effective 2025-05-20).

“At the 2025 annual meeting of stockholders of Globalstar, Inc. (the “Company”) held on May 20, 2025 (the “2025 Annual Meeting”), the Company’s stockholders approved the amendment to the Company’s Third Amended and Restated Certificate of Incorporation (as amended from time to time, the “Certificate of Incorporation”) to provide for the exculpation of officers to the extent permitted under Delaware law. Accordingly, on May 20, 2025, the Company filed a certificate of amendment to its Certificate of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State, and the amendment became effective on the date of filing.”

OptiNose, Inc.: Bylaws amended and restated in connection with merger.

“At the Effective Time, the bylaws of the Company were amended and restated in the form set forth as Annex III to the Merger Agreement.”

OptiNose, Inc.: Certificate of incorporation amended and restated in connection with merger.

“At the Effective Time, the certificate of incorporation of the Surviving Corporation was amended and restated in the form set forth as Annex II to the Merger Agreement.”

Wheeler Real Estate Investment Trust, Inc.: Filed two Articles of Amendment to effect a one-for-seven reverse stock split, effective May 26, 2025, and to decrease par value from $0.07 to $0.01 per share, effective May 26, 2025 at 5:01 p.m (effective 2025-05-26).

“On May 21, 2025, in connection with a one-for-seven reverse stock split (the “ Reverse Stock Split ”) of the common stock, $0.01 par value per share (the “ Common Stock ”) of Wheeler Real Estate Investment Trust, Inc. (the “ Company ”), to be effective on May 26, 2025, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for: i. a one-for-seven Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the “ Effective Time ”) on May 26, 2025 (the “ First Amendment ”); and ii. the par value of the Common Stock to be decreased from $0.07 per share (as a result of the one-for-seven Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on May 26, 2025 (the “ Second Amendment ”).”

DarioHealth Corp.: Amended the Series C, C-1, and C-2 Certificates of Designation to extend the mandatory conversion period from 15 to 24 months and add a quarterly dividend of 15% of Common Stock issuable upon conversion (effective 2025-05-20).

“On May 20, 2025, DarioHealth Corp. (the “Company”), upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock, filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C Preferred Stock”

DeFi Development Corp.: Amendment to Certificate of Incorporation to effect a seven-for-one forward stock split (effective 2025-05-20).

“The Charter Amendment was filed with the Secretary of State of the State of Delaware on May 19, 2025, and became effective on May 20, 2025.”

Trio Petroleum Corp: Reduced quorum requirement for stockholder meetings from a majority to 1/3 of voting power (effective 2025-05-20).

“On May, 20, 2025, the Company’s Board of Directors adopted an amendment to the Company’s Amended and Restated Bylaws reducing the number of shares of stock required to be present, in person or by proxy, to constitute a quorum for the holding of meetings of stockholders, from a majority of the voting power of the stock issued and outstanding and entitled to vote at such meeting to 1/3 of the voting power of the stock issued and outstanding and entitled to vote at such meeting.”

ACELYRIN, Inc.: Bylaws amended and restated in connection with merger, to read as Merger Sub's bylaws.

“Pursuant to the terms of the Merger Agreement, as of the Effective Time, the certificate of incorporation and bylaws of ACELYRIN were amended and restated to read in their entirety as the certificate of incorporation and bylaws, respectively, of Merger Sub in effect immediately prior to the Effective Time.”

ACELYRIN, Inc.: Certificate of incorporation amended and restated in connection with merger, to read as Merger Sub's certificate of incorporation.

“Pursuant to the terms of the Merger Agreement, as of the Effective Time, the certificate of incorporation and bylaws of ACELYRIN were amended and restated to read in their entirety as the certificate of incorporation and bylaws, respectively, of Merger Sub in effect immediately prior to the Effective Time.”

LAM RESEARCH CORP: Amended and restated bylaws to allow stockholders owning at least 20% of outstanding common stock for at least one year to call special meetings, subject to conditions (effective 2025-05-20).

“On May 20, 2025, the Board of Directors of Lam Research Corporation (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately.”

DYNEX CAPITAL INC: Amended Article III of Articles of Incorporation to increase authorized common shares from 180,000,000 to 360,000,000 (effective 2025-05-21).

“the full text of the Second Articles of Amendment to the Restated Articles of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein. Item 5.07 Submission of Matters to a Vote of Security Holders. At the 2025 Annual Meeting, five proposals were submitted to the Company’s shareholders, including the proposals to approve the 2025 Plan and Charter Amendment. The proposals are described in detail in the 2025 Proxy Statement. A quorum of the Company’s common shares was present for the 2025 Annual Meeting, and the final results for the votes regarding the proposals are set forth below. Proposal 1 - Shareholders elected seven directors of the Company to hold office until the next annual meeting and until their successors have been elected and duly qualified. The name of each director elected and the votes cast for such individuals are set forth below: Name For Against Abstentions Broker Non-Votes Byron L. Boston 38,149,516 8”

FEDERAL AGRICULTURAL MORTGAGE CORP: On May 15, 2025, the Board adopted amendments to Farmer Mac's by-laws, including updating executive officer definitions, changing Controller to Chief Accounting Officer, and clarifying committee responsibilities across eight standing committees including new oversight of AI risks (effective 2025-05-15).

“On May 15, 2025, the Board of Directors (“ Board ”) of the Federal Agricultural Mortgage Corporation (“ Farmer Mac ”) adopted amendments to Farmer Mac’s by-laws, as amended and restated (“ By-Laws ”).”

Qorvo, Inc.: Amended and Restated Bylaws to allow stockholders holding at least 25% voting power to call special meetings (effective 2025-05-16).

“At a meeting of the Board of Directors (the “Board”) of Qorvo, Inc. (the “Company”) held on May 16, 2025, the Board approved and adopted, effective as of May 16, 2025, the Third Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”).”

Crown Electrokinetics Corp.: Filed Certificate of Designations creating Series G Preferred Stock with voting power equal to 51% of total voting power (effective 2025-05-16).

“On May 16, 2025, Crown Electrokinetics Corp. (the “Company”) filed a Certificate of Designations, Preferences and Rights to create a new series of preferred stock designated as Series G Preferred Stock (“Series G Preferred Stock”), with the Secretary of State of the State of Delaware (the “Certificate of Designations”).”

DYNAMIC AEROSPACE SYSTEMS Corp: Amended and Restated Articles of Incorporation to increase authorized capital and authorize Board to determine preferences of Preferred Stock (effective 2025-05-14).

“On May 14, 2025, BrooQLy Inc., a Nevada corporation (the “Company”), filed with the Secretary of State of Nevada a Certificate of Amendment (the “Amendment”) to the Company’s Articles of Incorporation. The purpose of the Amendment was to file Amended and Restated Articles of Incorporation (the “A&R Articles”) and to make the following changes: - to increase the authorized capital of the Company to an aggregate of Six Hundred Million (600,000,000) shares, consisting of Three Hundred Twenty-five Million (325,000,000) shares of Common Stock, $0.0001 par value per share (the “Common Stock”); Fifty Million (50,000,000) shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”); and Two Hundred Twenty-five Million (225,000,000) shares of Preferred Stock, par value $0.0001 per share; and - to grant authorization to our Board of Directors to determine, without shareholder approval, the designations, preferences, limitations, restrictions, and relative rights of an”

Victoria's Secret & Co.: Filed Certificate of Designations of Series A Preferred Stock with the Delaware Secretary of State in connection with the adoption of a Rights Agreement (effective 2025-05-20).

“In connection with the adoption of the Rights Agreement, on May 20, 2025, the Company filed a Certificate of Designations of Series A Preferred Stock with the Secretary of State of the State of Delaware.”

WEN Acquisition Corp: The Company filed its amended and restated memorandum and articles of association, effective May 15, 2025, in connection with its IPO (effective 2025-05-15).

“On May 15, 2025, 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 Registrar of Companies, which was effective on May 15, 2025.”

FIRST BUSEY CORP /NV/: Filed Certificate of Designation for Series B Preferred Stock, establishing the terms of a new series of preferred stock (effective 2025-05-19).

“In connection with the issuance of the Series B Preferred Stock and the offer and sale of the Depositary Shares, on May 19, 2025, Busey filed the Certificate of Designation with the Secretary of State of the State of Nevada, establishing the authorized number of shares of Series B Preferred Stock as 230,000 and providing for the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions related to the Series B Preferred Stock.”

NORDSTROM INC: Amended and restated bylaws in connection with merger.

“In addition, at the Effective Time, the Bylaws, as amended and restated, of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 to this Current Report on Form 8-K, which are incorporated herein by reference.”

NORDSTROM INC: Amended and restated articles of incorporation in connection with merger.

“At the Effective Time, the Amended and Restated Articles of Incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the articles of incorporation attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.”

BAR HARBOR BANKSHARES: Increased authorized shares of common stock from 20,000,000 to 30,000,000 (effective 2025-05-19).

“The Company’s Articles of Incorporation, as amended, to increase the authorized shares of common stock of the Company from 20,000,000 to 30,000,000 shares (the “Amendment”). The Amendment became effective upon the filing of Articles of Amendment with the Secretary of State of the State of Maine on May 19, 2025.”

H2O AMERICA: Bylaws amended to update company name from SJW Group to H20 America (effective 2025-05-14).

“The Company amended its bylaws effective May 14, 2025 in order to update the name of the Company as set forth in the bylaws from SJW Group to H20 America.”

BARNWELL INDUSTRIES INC: Stockholders holding at least 25% of outstanding capital stock may call a special meeting; the ability had been removed by an amendment effective February 4, 2025 (effective 2025-05-16).

“Article I, Section 1.2 of the Bylaws of the Company was amended to add the ability of stockholders of record who hold at least twenty-five percent (25%) in amount of the entire issued and outstanding capital stock of the Company to call a special meeting of stockholders of the Company.”

Protagenic Therapeutics, Inc.new: Filed Series C-1 Certificate of Designation creating another new series of preferred stock (effective 2025-05-15).

“On May 15, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series C-1 Non-Voting Convertible Preferred Stock (the “Series C-1 Certificate of Designation”) with the Secretary of State of the State of Delaware”

Protagenic Therapeutics, Inc.new: Filed Series C Certificate of Designation creating a new series of preferred stock (effective 2025-05-15).

“On May 15, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series C Non-Voting Convertible Preferred Stock (the “Series C Certificate of Designation”) with the Secretary of State of the State of Delaware”

CoreCivic, Inc.: Board approved a new Code of Ethics effective by or before Q3 2025, updating mission, values, human rights, government contractor integrity, and workplace respect, with technical changes but no material change to previous responsibilities (effective 2025-05-15).

“On May 15, 2025, the Board of Directors of CoreCivic, Inc. (the “Company”), upon the recommendation of the Nominating and Governance Committee, approved a new Code of Ethics (the “Code of Ethics”).”

KINGSWAY FINANCIAL SERVICES INC: Filed Certificate of Designations establishing Class D Preferred Stock (effective 2025-05-07).

“On May 7, 2025, the Company filed the Class D Certificate of Designations with the Secretary of State of the State of Delaware.”

PATRIOT NATIONAL BANCORP INC: Board approved Amended and Restated Bylaws to permit shareholder action by written consent in lieu of a meeting, with conforming updates (effective 2025-05-15).

“On May 15, 2025, the Board of Directors of the Company approved an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective as of the same date. Among other things, the amendments contained in the Amended and Restated Bylaws provide that any action required or permitted by any provision of Connecticut law to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize such action at a shareholders meeting.”

Discover Financial Services: Discover's amended and restated bylaws ceased to be in effect by operation of law upon merger; Capital One's bylaws remained in effect.

“At the Second Effective Time, the Restated Certificate of Incorporation of Discover and the Amended and Restated Bylaws of Discover ceased to be in effect by operation of law. The Restated Certificate of Incorporation of Capital One and the Amended and Restated Bylaws of Capital One, in each case, as in effect immediately prior to the Second Effective Time, remained the organizational documents of Capital One consistent with the terms of the Merger Agreement.”