Clarus amends Rights Agreement and adopts revised Bylaws, removing special meeting right

Clarus Corp

Amendment No. 1 to Rights Agreement on Sept 5, 2024 clarifies definitions of acquiring person and adds exemption process.
Board adopted Second Amended and Restated Bylaws effective Sept 4, 2024, updating advance notice for nominations/proposals.
Bylaws no longer allow stockholders to call special meetings by majority vote; removes stockholder ability to fill board vacancies.
Adds exclusive federal forum for Securities Act claims; updates stockholder list inspection period per revised DGCL rules.
Includes ministerial modifications and other clarifications for consistency with Delaware General Corporation Law.

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