Subvert Incorporated PBC Bylaws

BYLAWS

OF

SUBVERT INC., PBC

a Delaware public benefit corporation

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ARTICLE I

OFFICES; BOOKS AND RECORDS

Offices

: The registered office of Subvert Inc., PBC (the “Corporation”) in the state of

Delaware is 1013 Centre Road, Suite 403-B, Wilmington, DE 19805, New Castle

County or in such other location as the board of directors of the Corporation (the

“Board of Directors”) may from time to time determine The Corporation may have

offices at such other places both within and without the State of Delaware as the Board

of Directors may from time to time determine. Or the business of the Corporation may

require.

Books and Records

: 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

maintained on any information storage device, 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, the records so kept

comply with Section 224 of the Delaware General Corporation Law (the “DGCL”). The

Corporation shall so convert any records so kept upon the request of any person entitled

to inspect such records pursuant to applicable law.

ARTICLE II

7.5 Purpose and Power: The nature of the Corporation’s business and the purposes to be conducted

or promoted by it shall be to engage in any lawful act or activity for which corporations may be

organized under the DGCL. The Corporation is a public benefit corporation and is intended to

produce a public benefit or public benefits and to operate in a sustainable manner. The

Corporation will be managed in a manner that balances its stockholders’ pecuniary interests, the

best interests of those materially affected by the Corporation’s conduct, and the public benefit or

public benefits identified in the Corporation’s certificate of incorporation. The specific public

benefit purposes of the Corporation are :(i) to establish artist-controlled platforms and services

and (ii) to advance cooperative ownership of creative infrastructure.

ARTICLE III

MEETINGS OF STOCKHOLDERS

Location

: All meetings of the stockholders shall be held at such place as may be

fixed from time to time by the Board of Directors, or at such other place either within or

without the State of Delaware as shall be designated from time to time by the Board of

Directors and stated in the notice of the meeting; provided, however, that the Board of

Directors may, in its sole discretion, determine that the meeting shall not be held at any

place, but may instead be held solely by means of remote communication as authorized

by Section 211 of the DGCL.

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Timing

: Annual meetings of stockholders shall be held at such date and time as

shall be designated from time to time by the Board of Directors and stated in the notice

of the meeting, at which they shall elect by a majority vote a Board of Directors, and

transact such other business as may properly be brought before the meeting.

Notice of Meeting

: Written or electronically transmitted notice of any stockholder meeting

stating the place, if any, date and hour of the meeting, the purpose or purposes for which

the meeting is called if it is a special meeting, and the means of remote communication,

if any, by which stockholders and proxyholders may be deemed to be present in person

and vote at such meeting, shall be given to each stockholder entitled to vote at such

meeting not fewer than ten (10) nor more than sixty (60) days before the date of the

meeting; provided that, if the number of authorized shares is to be increased, at least

thirty (30) days’ notice shall be given.

Stockholders’ Records

: The officer who has charge of the stock ledger of the Corporation

shall prepare and make, at least ten (10) days before every meeting of stockholders, a

complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical

order, and showing the address (but not the electronic address or other electronic contact

information) of each stockholder and the number of shares registered in the name of

each stockholder. Such list will be open to the examination of any stockholder, for any

purpose germane to the meeting, 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 during ordinary business hours, at the principal place of

business of the Corporation. 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. The list will

be open to examination of any stockholder during the time of the meeting as provided by

law.

Special Meetings

:

3.5.1 Special meetings of the stockholders, for any purpose or purposes, unless otherwise

prescribed by statute or by the certificate of incorporation, may be called by (i) the Chair

of the Board of Directors; (ii) the Chief Executive Officer; and (iii) shall be called by the

Chief Executive Officer or secretary (a) at the request in writing of a majority of the

Board of Directors, or (b) at the request in writing by the holders of shares entitled to

cast not less than 50% of the votes at the meeting. Such request shall state the purpose or

purposes of the proposed meeting.

3.5.2 If a special meeting is properly called by any person or persons other than the Chair of

the Board of Directors, the request must be in writing, specifying the general nature of

the business proposed to be transacted, and must be delivered personally or sent by

certified or registered mail, return receipt requested, or by telegraphic or other facsimile

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transmission to the Chair of the Board of Directors, the Chief Executive Officer, or the

secretary of the Corporation. No business may be transacted at such special meeting

otherwise than specified in such notice. The Board of Directors will determine the time

and place of such special meeting, which will be held not less than thirty-five (35) nor

more than one hundred and twenty (120) days after the date of the receipt of the request.

Upon determination of the time and place of the meeting, the officer receiving the

request will cause notice to be given to the stockholders entitled to vote, in accordance

with the provisions of Section 3.3 of these bylaws. Nothing contained in this subsection

is to be construed as limiting, fixing, or affecting the time when a meeting of

stockholders called by action of the Board of Directors may be held.

Business Transacted at Special Meeting

: Business transacted at any special meeting of stockholders shall be

limited to the purposes stated in the notice.

Meeting of Stockholders Without Notice

: The stockholders may meet and take any corporate action without

providing notice of the meeting if the meeting is attended by all the stockholders and the

time and place of the meeting is consented to by all of the stockholders.

Quorum; Meeting Adjournment; Presence by Remote Means

3.8.1 Quorum; Meeting Adjournment: The holders of a majority of the stock issued and

outstanding and entitled to vote thereat, present in person or represented by proxy, shall

constitute a quorum at all meetings of the stockholders for the transaction of business

except as otherwise provided by statute or by the certificate of incorporation. If,

however, such quorum shall not be present or represented at any meeting of the

stockholders, the chair of the meeting or the stockholders entitled to vote thereat, present

in person or represented by proxy, shall have power to adjourn the meeting from time to

time, without notice other than announcement at the meeting, until a quorum shall be

present or represented. At such adjourned meeting at which a quorum shall be present or

represented, any business may be transacted that might have been transacted at the

meeting as originally notified. If the adjournment is for more than thirty (30) days, or if

after the adjournment a new record date is fixed for the adjourned meeting, a notice of

the adjourned meeting shall be given to each stockholder of record entitled to vote at the

meeting.

3.8.2 Presence by Remote Means. If authorized by the Board of Directors in its sole

discretion, and subject to such guidelines and procedures as the Board of Directors may

adopt, stockholders and proxyholders not physically present at a meeting of stockholders

may, by means of remote communication:

3.8.2.1 participate in a meeting of stockholders; and

3.8.2.2 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 (i) the Corporation shall implement

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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 proxyholder, (ii) the Corporation shall implement reasonable

measures to provide such stockholders and proxyholders 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 (iii) if

any stockholder or proxyholder 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.

Voting Thresholds

i. . When a quorum is present at any meeting, the vote of the holders of a majority of the stock

having voting power present in person or represented by proxy shall decide any question brought

before such meeting, unless the question is one upon which, by express provision of the statutes

or of the certificate of incorporation, a different vote is required, in which case such express

provision shall govern and control the decision of such question, and specifically, two-thirds

vote of the holders of the Corporation’s shares is required to:

III..1.1. delete or amend the public benefit stated in the certificate of incorporation and the

requirements that relate to: (x) the frequency with which the Corporation provides its

stockholders with Stockholder Reports (as required by DGCL 366(b) and defined

below), (y) making Stockholder Reports available to the public, and (z) use of third-

party standards to certify the Corporation’s promotion of its Stated Public Benefit (as

defined below);

III..1.2. conduct any merger or consolidation, including with an entity: (i) that is not a public

benefit corporation and (ii) whose governing documents do not contain: (x) a provision

stating the public benefit is identical to the Corporation’s and (y) requirements regarding

the provision of Stockholder Reports (as defined below) and the use of third-party

standards to certify the Corporation’s promotion of its Stated Public Benefit (as defined

below); or

III..1.3. sell all or substantially all of the Corporation’s assets.

Number of Votes Per Share

: Unless otherwise provided in the certificate of incorporation, each

stockholder shall at every meeting of the stockholders be entitled to one vote by such

stockholder or by proxy for each share of the capital stock having voting power held by

such stockholder, but no proxy shall be voted on after three years from its date, unless

the proxy provides for a longer period.

Action by Written Consent of Stockholders; Electronic Consent; Notice of Action

.

3.10.1 Action by Written Consent of Stockholders. Unless otherwise provided by the certificate

of incorporation, any action required or permitted to be taken at any annual or special

meeting of the stockholders may be taken without a meeting, without prior notice and

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without a vote, if a consent in writing setting forth the action so taken, is signed in a

manner permitted by law by the holders of outstanding stock having not less than the

number of votes that would be necessary to authorize or take such action at a meeting at

which all shares entitled to vote thereon were present and voted. Written stockholder

consents shall bear the date of signature of each stockholder who signs the consent in the

manner permitted by law and shall be delivered to the Corporation as provided in the

subsection below. No written consent shall be effective to take the action set forth

therein unless, within sixty (60) days of the earliest dated consent delivered to the

Corporation in the manner provided above, written consents signed by a sufficient

number of stockholders to take the action set forth therein are delivered to the

Corporation in the manner provided above.

3.10.2 Electronic Consent. A electronic transmission consenting to an action to be taken and

transmitted by a stockholder or proxyholder, or a person or persons authorized to act for

a stockholder or proxyholder, shall be deemed to be written, signed and dated for the

purposes of this section, provided that any such electronic transmission sets forth or is

delivered with information from which the Corporation can determine (1) that the

electronic transmission was transmitted by the stockholder or proxyholder or by a

person or persons authorized to act for the stockholder or proxyholder and (2) the date

on which such stockholder or proxyholder or authorized person or persons transmitted

such electronic transmission. The date on which such electronic transmission is

transmitted shall be deemed to be the date on which such consent was signed. No

consent given by other electronic transmission shall be deemed to have been delivered

until such consent is reproduced in paper form and until such paper form is delivered to

the Corporation by delivery to its registered office in the State of Delaware, its principal

place of business or an officer or agent of the Corporation having custody of the book in

which proceedings of meetings of stockholders are recorded. Delivery made to a

corporation’s registered office shall be made by hand or by certified or registered mail,

return receipt requested. Notwithstanding the foregoing limitations on delivery, consents

given by other electronic transmission may be otherwise delivered to the principal place

of business of the Corporation or to an officer or agent of the Corporation having

custody of the book in which proceedings of meetings of stockholders are recorded if, to

the extent and in the manner provided by resolution of the Board of Directors of the

Corporation.

3.10.3 Notice of Action. Prompt notice of any action taken pursuant to this Section 3.11 shall

be provided to the stockholders in accordance with Section 228(e) of the DGCL.

ARTICLE IV

DIRECTORS

Authorized Directors

: The number of directors that shall constitute the whole Board of Directors shall be determined by

resolution of the Board of Directors or by the stockholders at the annual meeting of the

stockholders, except as provided in Section 4.2 of this Article, and each director elected shall

hold office until their successor is elected and qualified, provided that in no instance shall there

be less than three directors unless there is only one stockholder in which case there shall be one

director. Directors shall be elected by a majority vote of the voting stockholders present at the

annual meeting of stockholders, Directors need not be stockholders or residents of the state of

Delaware.

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Vacancies

: Unless otherwise provided in the Corporation’s certificate of incorporation, as it may be amended,

vacancies due to the death, resignation, or removal of a director and newly created directorships

resulting from any increase in the authorized number of directors may be filled by a majority of

the directors then in office, though less than a quorum, or by a sole remaining director, and the

directors so chosen shall hold office until the next annual election and until their successors are

duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then

an election of directors may be held in the manner provided by statute.

Board Authority

: The business of the Corporation shall be managed by or under the direction of its Board of Directors,

which may exercise all such powers of the Corporation and do all such lawful acts and things as

are not by statute or by the certificate of incorporation or by these bylaws directed or required to

be exercised or done by the stockholders. In addition, the Corporation may do everything

necessary, suitable, or proper for the accomplishment of any of its corporate purposes.

Location of Meetings

: The Board of Directors of the Corporation may hold meetings, both regular and special, either within or

without the State of Delaware, or electronically.

First Meeting

: The first meeting of each newly elected Board of Directors shall be held at such time and place as shall

be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting

shall be necessary to the newly elected directors in order to legally constitute the meeting,

provided a quorum shall be present. In the event of the failure of the stockholders to fix the time

or place of such first meeting of the newly elected Board of Directors, or in the event such

meeting is not held at the time and place so fixed by the stockholders, the meeting may be held

at such time and place as shall be specified in a notice given as hereinafter provided for special

meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of

the directors.

Discharge of Duties

: Consistent with the Corporation’s purpose of creating general social benefit, in discharging their

duties, the directors must balance: (i) the pecuniary interests of the Corporation’s stockholders

with (ii) the best interests of those materially affected by the Corporation’s conduct and the

public benefit identified in the Corporation’s certificate of incorporation (the interest and

benefits referred to as the Corporation’s “Stated Public Benefit”).

Regular Meetings

: Regular meetings of the Board of Directors may be held without notice at such time and at such place

as shall from time to time be determined by the Board of Directors.

Special Meetings

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: Special meetings of the Board of Directors may be called by the Chief Executive Officer upon notice

to each director; special meetings shall be called by the Chief Executive Officer or secretary in

like manner and on like notice on the written request of two (2) directors unless the Board of

Directors consists of only one director, in which case special meetings shall be called by the

Chief Executive Officer or secretary in like manner and on like notice on the written request of

the sole director. Notice of any special meeting shall be given to each director at their business

or residence in writing, or by telephone or electronic transmission (provided, with respect to

electronic transmission, that the director has consented to receive the form of transmission at the

address to which it is directed). If mailed, such notice shall be deemed adequately delivered

when deposited in the United States mails so addressed, with postage thereon prepaid, at least

five (5) days before such meeting. If by email transmission or other electronic transmission,

such notice shall be transmitted at least twenty-four (24) hours before such meeting. If by

telephone, the notice shall be given at least twelve (12) hours prior to the time set for the

meeting. Neither the business to be transacted at, nor the purpose of, any regular or special

meeting of the Board of Directors need be specified in the notice of such meeting, except for

amendments to these bylaws as provided under Section 9.1 of Article IX hereof. A meeting may

be held at any time without notice if all the directors are present (except as otherwise provided

by law) or if those not present waive notice of the meeting in writing, either before or after such

meeting.

7.5 Quorum and Manner of Acting: At all meetings of the Board of Directors a majority of

the directors shall constitute a quorum for the transaction of business and any act of a

majority of the directors present at any meeting at which there is a quorum shall be an

act of the Board of Directors, except as may be otherwise specifically provided by

statute or by the certificate of incorporation. If a quorum is not present at any meeting

of the Board of Directors, the directors present thereat may adjourn the meeting from

time to time, without notice other than announcement at the meeting, until a quorum

shall be present.

Action 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 of Directors or of any committee

thereof may be taken without a meeting if a majority of the members of the Board of Directors

or committee, as the case may be, consent thereto in writing or by electronic transmission, and

the writing, writings, electronic transmission or transmissions are filed with the minutes of

proceedings of the Board of Directors or committee.

Telephonic and Virtual Meetings

: Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the

Board of Directors or any committee designated by the Board of Directors may participate in a

meeting of the Board of Directors or any committee, by means of conference telephone or other

electronic means of communication by which all persons participating in the meeting can hear

each other, and such participation shall constitute presence in person at the meeting.

Committees

: The Board of Directors may designate one or more committees, each committee to consist of

one or more of the directors of the Corporation. The Board of Directors may designate one or

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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 they constitute a

quorum, may unanimously appoint another member of the Board of Directors 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 of Directors, shall

have and may exercise all the powers and authority of the Board of Directors 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 which may require it, but no such committee shall have the power or

authority in reference to the following matters: (i) approving or adopting, or recommending to

the stockholders, any action or matter expressly required by the DGCL to be submitted to

stockholders for approval or (ii) adopting, amending or repealing any provision of these bylaws.

Minutes of Meetings

: Each committee shall keep regular minutes of its meetings and report the same to the Board of

Directors when required.

Compensation of Directors

: Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of

Directors shall have the authority to fix the compensation of directors. The directors may be

paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be

paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as

director. No such payment shall preclude any director from serving the Corporation in any other

capacity and receiving compensation therefor. Members of special or standing committees may

be allowed like compensation for attending committee meetings.

Removal of Directors

: Unless otherwise provided by the certificate of incorporation or these bylaws, any director or

the entire Board of Directors may be removed, with or without cause, by the holders of a

majority of shares entitled to vote at an election of directors.

ARTICLE V

NOTICES

Notice

. Unless otherwise provided in these bylaws, whenever, under the provisions of the statutes or of

the certificate of incorporation or of these bylaws, notice is required to be given to any director

or stockholder, it shall not be construed to mean personal notice, but such notice may be given in

writing, by mail, addressed to such director or stockholder, at their address as it appears on the

records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be

given at the time when the same shall be deposited in the United States mail. Notice to directors

may also be given by email.

Waiver of Notice

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. Whenever any notice is required to be given under the provisions of the statutes or of the

certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person

or persons entitled to said notice, whether before or after the time stated therein, shall be deemed

equivalent thereto.

Electronic Notice

III..1.1. Electronic Transmission: Without limiting the manner by which notice otherwise may

be given effectively to stockholders and directors, any notice to stockholders or directors

given by the Corporation under any provision of the DGCL, the certificate of

incorporation or these bylaws shall be effective if given by a form of electronic

transmission consented to by the stockholder or director to whom the notice is given.

Any such consent shall be revocable by the stockholder or director by written notice to

the Corporation. Any such consent shall be deemed revoked if (1) the Corporation is

unable to deliver by electronic transmission two consecutive notices given by the

Corporation in accordance with such consent and (2) such inability becomes known to

the secretary of the Corporation or to the transfer agent, or other person responsible for

the giving of notice; provided, however, the inadvertent failure to treat such inability as

a revocation shall not invalidate any meeting or other action.

III..1.2. Effective Date of Notice. Notice given pursuant to the subsection above shall be

deemed given: (1) if by email, when directed to an electronic mail address at which the

stockholder or director has consented to receive notice; (2) if by a posting on an

electronic network together with separate notice to the stockholder or director of such

specific posting, upon the later of (i) such posting and (ii) the giving of such separate

notice; and (3) if by any other form of electronic transmission, when directed to the

stockholder or director. An affidavit of the secretary or of the transfer agent or other

agent of the Corporation that the notice has been given by a form of electronic

transmission shall, in the absence of fraud, be prima facie evidence of the facts stated

therein.

III..1.3. Form of Electronic Transmission. For purposes of these bylaws, “electronic

transmission” means any form of communication, not directly involving the physical

transmission of paper, which 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 VI

OFFICERS

Required and Permitted Officers

The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chief

Executive Officer and/or a president, a treasurer and a secretary and additional officers and

assistant officers as may be deemed necessary by the Board of Directors. The Board of

Directors may elect from among its members a Chairperson of the Board and a Vice-

Chairperson of the Board. Any number of offices may be held by the same person, unless the

certificate of incorporation or these bylaws otherwise provide.

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Appointment of Required Officers

The Board of Directors at its first meeting after each annual meeting of stockholders shall

choose a Chief Executive Officer and/or a president, a treasurer, and a secretary and may choose

vice presidents.

Appointment of Permitted Officers

The Board of Directors may appoint such other officers and agents as it shall deem necessary

who shall hold their offices for such terms and shall exercise such powers and perform such

duties as shall be determined from time to time by the Board of Directors.

Officer Compensation

The salaries of all officers and agents of the Corporation shall be fixed by the Board of

Directors.

Term of Office; Vacancies

The officers of the Corporation shall hold office until their successors are chosen and qualify.

Any officer elected or appointed by the Board of Directors may be removed at any time by the

affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of

the Corporation shall be filled by the Board of Directors.

Duties of Officers May Be Delegated

In case any officer is absent, or for any other reason that the Board of Directors may deem

sufficient, the Chief Executive Officer or the Board of Directors may delegate for the time being

the powers or duties of such officer to any other officer or to any director.

THE CHAIRPERSON OF THE BOARD

Chairperson Presides

Unless the Board of Directors appoints a Chairperson of the Board, the Chief Executive Officer

shall be the Chairperson of the Board, so long as the Chief Executive Officer is a director of the

Corporation. The Chairperson of the Board shall preside at all meetings of the Board of

Directors and of the stockholders at which they shall be present. They shall have and may

exercise such powers as are, from time to time, assigned to him, her, or them by the Board of

Directors and as may be provided by law.

Absence of Chairperson

In the absence of the Chairperson of the Board, the Vice-Chairperson of the Board, if any, shall

preside at all meetings of the Board of Directors and of the stockholders at which they shall be

present. They shall have and may exercise such powers as are, from time to time, assigned to

him, her, or them by the Board of Directors and as may be provided by law.

THE CHIEF EXECUTIVE OFFICER

Powers of Chief Executive Officer

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The Chief Executive Officer shall have general and active management of the business of the

Corporation and shall see that all orders and resolutions of the Board of Directors are carried

into effect.

Chief Executive Officer’s Signature Authority

The Chief Executive Officer shall execute bonds, mortgages and other contracts requiring a seal,

under the seal of the Corporation, except where required or permitted by law to be otherwise

signed and executed and except where the signing and execution thereof shall be expressly

delegated by the Board of Directors to some other officer or agent of the Corporation. The Chief

Executive Officer may sign certificates for shares of stock of the Corporation.

Absence of Chief Executive Officer

In the absence of the Chief Executive Officer or in the event of their inability or refusal to act,

the president shall perform the duties of the Chief Executive Officer, and when so acting, shall

have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.

THE PRESIDENT AND VICEPRESIDENTS

Powers of President

Unless the Board of Directors appoints a president of the Corporation, the Chief Executive

Officer shall be the president of the Corporation. The president of the Corporation shall have

such powers as required by law and shall perform such other duties and have such other powers

as the Board of Directors may from time to time prescribe.

Absence of President

In the absence of the president or in the event of their inability or refusal to act, the vice

president, if any, (or in the event there be more than one vice-president, the vicepresidents in the

order designated by the directors, or in the absence of any designation, then in the order of their

election) shall perform the duties of the president, and when so acting, shall have all the powers

of and be subject to all the restrictions upon the president. The vice-presidents shall perform

such other duties and have such other powers as the Board of Directors may from time to time

prescribe.

THE SECRETARY

Duties of Secretary

: The secretary shall attend all meetings of the Board of Directors and all meetings of the

stockholders and record all the proceedings of the meetings of the Corporation and of the Board

of Directors in a book to be kept for that purpose and shall perform like duties for the standing

committees when required. They shall give, or cause to be given, notice of all meetings of the

stockholders and special meetings of the Board of Directors, and shall perform such other duties

as may be prescribed by the Board of Directors or the Chief Executive Officer, under whose

supervision they shall be. They shall have custody of the corporate seal of the Corporation and

they shall have authority to affix the same to any instrument requiring it and when so affixed, it

may be attested by their signature. The Board of Directors may give general authority to any

other officer to affix the seal of the Corporation and to attest the affixing by their signature.

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THE TREASURER

Duties of Treasurer

: The treasurer shall have the custody of the corporate funds and securities and shall keep full

and accurate accounts of receipts and disbursements in books belonging to the Corporation and

shall deposit all moneys and other valuable effects in the name and to the credit of the

Corporation in such depositories as may be designated by the Board of Directors.

Disbursements and Financial Reports

: They shall disburse the funds of the Corporation as may be ordered by the Board of Directors,

taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer

and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an

account of all their transactions as treasurer and of the financial condition of the Corporation.

Treasurer’s Bond

: If required by the Board of Directors, the treasurer shall give the Corporation a bond (which

shall be renewed at least every six years) in such sum and with such surety or sureties as shall be

satisfactory to the Board of Directors for the faithful performance of the duties of their office

and for the restoration to the Corporation, in case of their death, resignation, retirement or

removal from office, of all books, papers, vouchers, money and other property of whatever kind

in their possession or under their control belonging to the Corporation.

ARTICLE VII

STOCK

Stock Certificates

: The Corporation shall not be required to issue certificates evidencing its stock. If, however, the

Corporation elects to issue certificates, each certificate shall be signed by or in the name of the

Corporation by any two authorized officers of the Corporation (which may include, but are not

limited to, the Chief Executive Officer, President, Vice President, Secretary, Assistant Secretary,

Treasurer or Assistant Treasurer) of the Corporation, certifying the number of shares owned by

the shareholder in the Corporation and each share certificate shall state that the Corporation is a

public benefit corporation pursuant to the DGCL (Title 8, Chapter 1, Subchapter XV). Any share

certificate shall bear on its face the following legend, in addition to any transfer restriction

legends then applicable: “THE SHARES REPRESENTED BY THIS CERTIFICATE

HAVE BEEN ISSUED BY A “PBC”.” If the Corporation shall be authorized to issue more

than one class of stock or more than one series of any class, the powers, designations,

preferences and relative participating, optional or other special rights of each class of stock or

series thereof and the qualification, limitations or restrictions of such preferences and/or rights

shall be set forth in full or summarized on the face or back of any certificate which the

Corporation shall issue to represent such class or series of stock, provided that, except as

otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there

may be set forth on the face or back of the certificate which the Corporation shall issue to

represent such class or series of stock, a statement that the Corporation will furnish without

charge to each stockholder who so requests the powers, designations, preferences and relative

participating, optional or other special rights of each class of stock or series thereof and the

qualifications, limitations or restrictions of such preferences and/or rights.

Subvert Inc., PBC | Bylaws | 14

Digital Certificates and Electronic Signatures

: Any or all of the signatures on the certificate may be digital. In the event that any officer,

transfer agent or registrar who has signed or whose digital signature has been placed upon a

certificate shall have ceased to be such officer, transfer agent or registrar before such certificate

is issued, the certificate may be issued by the Corporation with the same effect as if such officer,

transfer agent or registrar were still acting as such at the date of issue.

Lost, Stolen or Destroyed Certificates

: The Board of Directors may direct a new certificate or certificates to be issued in place of any

certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen

or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to

be lost, stolen or destroyed. When authorizing such issuance of a new certificate or certificates,

the Board of Directors may, in its discretion and as a condition precedent to the issuance, require

the owner of such lost, stolen or destroyed certificate or certificates, or their legal representative,

to advertise the same in such manner as it shall require and/or to give the Corporation a bond in

such sum as it may direct as indemnity against any claim that may be made against the

Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Limitations on Transfer of Stock

: The Corporation’s stock has been issued pursuant to an exemption from registration under the

Securities Act of 1933 (the “Securities Act”), including but not limited to Rule 506(b) or Rule

506(c) of Regulation D, and constitutes “restricted securities” as defined in Rule 144 under the

Securities Act. Such stock may not be transferred or resold except (i) pursuant to an effective

registration statement under the Securities Act, or (ii) pursuant to an available exemption from

registration under the Securities Act and applicable state securities laws, the availability of

which must be established to the satisfaction of the Corporation, which may require a legal

opinion or other documentation.

7.5 Transfer of Stock As Applicable: Transfers of stock shall comply with all applicable

federal and state securities laws, including but not limited to Regulation D requirements

where applicable. The Corporation shall not be required to recognize any transfer

unless it has received (i) appropriate documentation demonstrating compliance with

applicable securities laws, (ii) shares duly endorsed or accompanied by proper

evidence of succession, assignation or authority to transfer, and (iii) any other

documentation reasonably required by the Corporation. Upon authorization of a valid

transfer of shares, the Corporation shall issue new shares to the person entitled thereto,

cancel the old certificate (if any), and record the transaction in its books.

Fixing a Record Date

: In order that the Corporation may determine the stockholders entitled to notice of or to vote at

any meeting of stockholders or any adjournment thereof, or to express consent to corporate

action in writing without a meeting, or entitled to receive payment of any dividend or other

distribution or allotment of any rights, or entitled to exercise any rights in respect of any change,

conversion or exchange of stock or for the purpose of any oth er lawful action, the Board of

Directors may fix a record date which shall not be more than sixty (60) nor less than ten (10)

days before the date of such meeting, nor more than sixty (60) days prior to any other action. A

determination of stockholders of record entitled to notice of or to vote at a meeting of

Subvert Inc., PBC | Bylaws | 15

stockholders shall apply to any adjournment of the meeting; provided, however, that the Board

of Directors may fix a new record date for the adjourned meeting.

Right of First Refusal

: No stockholder may sell, assign, pledge, or in any manner transfer any of the shares of

common stock (“Common Stock”) of the Corporation or any right or interest therein, whether

voluntarily or by operation of law, or by gift or otherwise (each, a “Transfer”), except by a

Transfer which meets the requirements hereinafter stated in this bylaw:

7.7.1 If the stockholder receives from anyone a bona fide offer acceptable to the stockholder

to purchase any of such stockholder’s shares of Common Stock of the Corporation,

then the stockholder shall first give written notice thereof to the Corporation. The

notice must name the proposed transferee and state the number of shares to be

transferred, the price per share and all other terms of the offer.

7.7.2 For forty-five (45) days following receipt of such notice, the Corporation or its assigns

have the option to purchase all or any lesser part of the shares specified in the notice at

the price and upon the terms stated in such bona fide offer. In the event the

Corporation elects to purchase all the shares, it shall give written notice to the selling

stockholder of its election and settlement for said shares will be made as provided

below in subsection (c).

7.7.3 In the event the Corporation elects to acquire any of the shares of the selling

stockholder as specified in said selling stockholder’s notice, an officer of the

Corporation shall so notify the selling stockholder and settlement thereof will be made

in cash within thirty (30) days after the Corporation receives said selling stockholder’s

notice; except that, if the terms of payment in said selling stockholder’s notice were

other than cash against delivery, the Corporation shall pay for said shares on the same

terms as stated in said selling stockholder’s notice.

7.7.4 In the event the Corporation does not elect to acquire all of the shares specified in the

selling stockholder’s notice, said selling stockholder may, within the sixty (60) day

period following the expiration of the option rights granted to the Corporation, sell to

the original bona fide offeror the shares specified in said selling stockholder’s notice

which were not acquired by the Corporation, in accordance with the provisions of

subsection 7.7.3 of this bylaw, but said sale may not be on terms more favorable to the

purchaser than those contained in the bona fide offer stated in said selling

stockholder’s notice. All shares so sold by said selling stockholder will continue to be

subject to the provisions of this bylaw in the same manner as before said Transfer.

7.7.5 Anything to the contrary contained herein notwithstanding, the following transactions

are exempt from the provisions of this bylaw and do not constitute a Transfer:

7.7.5.1 An individual stockholder’s Transfer of any or all of his, her, or their

shares of Common Stock of the Corporation either during such

stockholder’s lifetime or on death to such stockholder’s immediate

family or a trust that is primarily for the benefit of such stockholder or

his, her, or their immediate family or both. “Immediate family” means

a spouse, lineal descendent, parent, or sibling (including half siblings)

of the stockholder making such Transfer. A trust is considered to be

Subvert Inc., PBC | Bylaws | 16

primarily for the benefit of such stockholder or his, her, or their

immediate family, or both, only if the beneficial interest of any other

person is so remote as to be negligible.

7.7.5.2 A stockholder’s bona fide pledge or mortgage of any shares of Common

Stock of the Corporation with a commercial lending institution, but any

subsequent Transfer of said shares by said institution shall be conducted

in the manner stated in this bylaw.

7.7.5.3 A stockholder’s Transfer of any or all of such stockholder’s shares of

Common Stock of the Corporation to any other stockholder of the

Corporation.

7.7.5.4 A stockholder’s Transfer of any or all of such stockholder’s shares of

Common Stock of the Corporation to a person who, at the time of such

transfer, is an officer or director of the Corporation.

7.7.5.5 A corporate stockholder’s Transfer of any or all of its shares of

Common Stock of the Corporation pursuant to and in accordance with

the terms of any merger, consolidation, reclassification of shares or

capital reorganization of the corporate stockholder, or pursuant to a sale

of all or substantially all of the stock or assets of a corporate

stockholder.

7.7.5.6 A corporate stockholder’s Transfer of any or all of its shares of

Common Stock of the Corporation to any or all of its stockholders.

7.7.5.7 A Transfer by a stockholder which is a limited or general partnership of

any or all of its shares of Common Stock of the Corporation to any or

all of its partners.

7.7.5.8 A Transfer by a stockholder which is a limited liability company of any

or all of its shares of Common Stock of the Corporation to any or all of

its members.

In any such case, the transferee, assignee, or other recipient receives and

holds such stock subject to the provisions of this Section, and there may be no further

Transfer of such stock except in accord with this Section.

7.7.6 The provisions of this Section may be waived with respect to any Transfer either by

the Corporation, upon authorized action of its Board of Directors, or by the

stockholders, upon the express written consent of the owners of a majority of the

voting power of the Corporation (excluding the votes represented by those shares to be

sold by the selling stockholder). This Section may be amended or repealed either by

an authorized action of the Board of Directors or by the stockholders, upon the express

written consent of the owners of a majority of the voting power of the Corporation.

7.7.7 Any sale or Transfer, or purported sale or Transfer, of securities of the Corporation by

stockholders will also be subject to any contractual restrictions to which the

stockholder or such securities are bound.

Subvert Inc., PBC | Bylaws | 17

7.7.8 Any sale or Transfer, or purported sale or Transfer, of securities of the Corporation by

stockholders is null and void unless the terms, conditions, and provisions of this bylaw

are observed and followed.

7.7.9 Whenever the Corporation has the right to purchase Common Stock under this right of

first refusal, the Corporation may assign the right to exercise all or a part of the

Corporation’s right of first refusal.

7.7.10 The certificates representing shares of Common Stock of the Corporation will bear on

their face the following legend so long as the right of first refusal remains in effect:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A

RIGHT OF FIRST REFUSAL OPTION, AS PROVIDED IN THE BYLAWS OF

THE COMPANY.”

Registered Stockholders

: The Corporation shall be entitled to recognize the exclusive right of a person registered

on its books as the owner of shares to receive dividends, to vote as such owner, to hold

liable for calls and assessments a person registered on its books as the owner of shares

and shall not be bound to recognize any equitable or other claim to or interest in such

share or shares on the part of any other person, whether or not it shall have express or

other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII

GENERAL PROVISIONS

Dividends

: Dividends upon the capital stock of the Corporation, if any, subject to the provisions

of the certificate of incorporation and applicable law, may be declared by the Board of

Directors at any regular or special meeting, pursuant to law. Dividends may be paid in

cash, in property or in shares of the capital stock, subject to the provisions of the

certificate of incorporation.

Reserve for Dividends

: Before payment of any dividend, there may be set aside out of any funds of the Corporation

available for dividends such sum or sums as the directors from time to time, in their sole

discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing

dividends, or for repairing or maintaining any property of the Corporation, or for such other

purposes as the directors think conducive to the interests of the Corporation, and the directors

may modify or abolish any such reserve in the manner in which it was created.

Checks

: All checks or demands for money and notes of the Corporation shall be signed by such officer

or officers or such other person or persons as the Board of Directors may from time to time

designate.

Fiscal Year

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: The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Corporate Seal

: The Board of Directors may adopt a corporate seal having inscribed thereon the name of the

Corporation, the year of its organization and the words “Corporate Seal, Delaware.”

Indemnification

Section 1. of Directors, Executive Officers, Other Officers, Employees and Other Agents.

8.6.1 Directors and Executive Officers: The Corporation will indemnify its directors and

executive officers to the fullest extent not prohibited by the DGCL or any other

applicable law; provided, however, that the Corporation may modify the extent of such

indemnification by individual contracts with its directors and executive officers and,

provided, further, that the Corporation will not be required to indemnify any director or

executive officer in connection with any proceeding (or part thereof) initiated by such

person unless (i) such indemnification is expressly required to be made by law, (ii) the

proceeding was authorized by the Board of Directors of the Corporation, (iii) such

indemnification is provided by the Corporation, in its sole discretion, pursuant to the

powers vested in the Corporation under the DGCL or any other applicable law or (iv)

such indemnification is required to be made under subsection 8.6.4 of this Section.

8.6.2 Other Officers, Employees and Other Agents: The Corporation will have power to

indemnify its other officers, employees and other agents as set forth in the DGCL or any

other applicable law. The Board of Directors will have the power to delegate the

determination of whether indemnification will be given to any such person except

executive officers to such officers or other persons as the Board of Directors determines.

8.6.3 Expenses: The Corporation will advance to any person who was or is a party or is

threatened to be made a party to any threatened, pending or completed action, suit or

proceeding, whether civil, criminal, administrative or investigative, by reason of the fact

that such person is or was a director or executive officer of the Corporation, or is or was

serving at the request of the Corporation as a director or executive officer of another

corporation, partnership, joint venture, trust or other enterprise, prior to the final

disposition of the proceeding, promptly following request therefor, all expenses incurred

by any director or executive officer in connection with such proceeding, provided,

however, that, if the DGCL requires, an advancement of expenses incurred by a director

or officer in his, her, or their capacity as a director or officer (and not in any other

capacity in which service was or is rendered by such indemnitee, including, without

limitation, service to an employee benefit plan) will be made only upon delivery to the

Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts

so advanced if it is ultimately determined by final judicial decision from which there is

no further right to appeal that such indemnitee is not entitled to be indemnified for such

expenses under this Section or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to subsection

8.6.5 of this Section, no advance will be made by the Corporation to an executive officer

of the Corporation (except by reason of the fact that such executive officer is or was a

director of the Corporation, in which event this paragraph will not apply) in any action,

suit or proceeding, whether civil, criminal, administrative or investigative, if a

Subvert Inc., PBC | Bylaws | 19

determination is reasonably and promptly made (i) by a majority vote of a quorum

consisting of directors who were not parties to the proceeding, even if not a quorum, or

(ii) by a committee of such directors designated by a majority of such directors, even

though less than a quorum, or (iii) if there are no such directors, or such directors so

direct, by independent legal counsel in a written opinion, that the facts known to the

decision-making party at the time such determination is made demonstrate clearly and

convincingly that such person acted in bad faith or in a manner that such person did not

believe to be in or not opposed to the best interests of the Corporation.

8.6.4 Enforcement: Without the necessity of entering into an express contract, all rights to

indemnification and advances to directors and executive officers under this Section will

be deemed to be contractual rights and be effective to the same extent and as if provided

for in a contract between the Corporation and the director or executive officer. Any right

to indemnification or advances granted by this Section to a director or executive officer

will be enforceable by or on behalf of the person holding such right in any court of

competent jurisdiction if (i) the claim for indemnification or advances is denied, in

whole or in part, or (ii) no disposition of such claim is made within 90 days of request

therefor. The claimant in such enforcement action, if successful in whole or in part, will

be entitled to be paid also the expense of prosecuting the claim. In connection with any

claim for indemnification, the Corporation will be entitled to raise as a defense to any

such action that the claimant has not met the standards of conduct that make it

permissible under the DGCL or any other applicable law for the Corporation to

indemnify the claimant for the amount claimed. In connection with any claim by an

executive officer of the Corporation (except in any action, suit or proceeding, whether

civil, criminal, administrative or investigative, by reason of the fact that such executive

officer is or was a director of the Corporation) for advances, the Corporation will be

entitled to raise as a defense as to any such action clear and convincing evidence that

such person acted in bad faith or in a manner that such person did not believe to be in or

not opposed to the best interests of the Corporation, or with respect to any criminal

action or proceeding that such person acted without reasonable cause to believe that his,

her, or their conduct was lawful. Neither the failure of the Corporation (including its

Board of Directors, independent legal counsel or its stockholders) to have made a

determination prior to the commencement of such action that indemnification of the

claimant is proper in the circumstances because he, she, or they have met the applicable

standard of conduct set forth in the DGCL or any other applicable law, nor an actual

determination by the Corporation (including its Board of Directors, independent legal

counsel or its stockholders) that the claimant has not met such applicable standard of

conduct, will be a defense to the action or create a presumption that claimant has not met

the applicable standard of conduct.

8.6.5 NonExclusivity of Rights: The rights conferred on any person by this Section are not

exclusive of any other right that such person may have or hereafter acquire under any

applicable statute, provision of the certificate of incorporation, bylaws, agreement, vote

of stockholders or disinterested directors or otherwise, both as to action in his, her, or

their official capacity and as to action in another capacity while holding office. The

Corporation is specifically authorized to enter into individual contracts with any or all of

its directors, officers, employees or agents respecting indemnification and advances, to

the fullest extent not prohibited by the DGCL or any other applicable law.

Subvert Inc., PBC | Bylaws | 20

8.6.6 Survival of Rights: The rights conferred on any person by this Section will continue as to

a person who has ceased to be a director or executive officer and will inure to the benefit

of the heirs, executors and administrators of such a person.

8.6.7 Insurance: To the fullest extent permitted by the DGCL, or any other applicable law, the

Corporation, upon approval by the Board of Directors, may purchase insurance on

behalf of any person required or permitted to be indemnified pursuant to this Section.

8.6.8 Amendments: Any repeal or modification of this Section is only prospective and does

not affect the rights under this bylaw in effect at the time of the alleged occurrence of

any action or omission to act that is the cause of any proceeding against any agent of the

Corporation.

8.6.9 Saving Clause: If this Section or any portion hereof is invalidated on any ground by any

court of competent jurisdiction, then the Corporation will nevertheless indemnify each

director and executive officer to the full extent not prohibited by any applicable portion

of this bylaw that has not been invalidated, or by any other applicable law. If this

Section is invalid due to the application of the indemnification provisions of another

jurisdiction, then the Corporation will indemnify each director and executive officer to

the full extent under applicable law.

8.6.10 Certain Definitions: For the purposes of this Section, the following definitions apply:

8.6.10.1 The term “proceeding” is to be broadly construed and includes, without

limitation, the investigation, preparation, prosecution, defense, settlement,

arbitration and appeal of, and the giving of testimony in, any threatened,

pending or completed action, suit or proceeding, whether civil, criminal,

administrative or investigative.

8.6.10.2 The term “expenses” is to be broadly construed and includes, without

limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in

settlement or judgment and any other costs and expenses of any nature or kind

incurred in connection with any proceeding.

8.6.10.3 The term the “corporation” includes, in addition to the resulting corporation,

any constituent corporation (including any constituent of a constituent)

absorbed in a consolidation or merger that, if its separate existence had

continued, would have had power and authority to indemnify its directors,

officers, and employees or agents, so that any person who is or was a director,

officer, employee or agent of such constituent corporation, or is or was

serving at the request of such constituent corporation as a director, officer,

employee or agent of another corporation, partnership, joint venture, trust or

other enterprise, stands in the same position under the provisions of this

Section with respect to the resulting or surviving corporation as he, she or they

would have with respect to such constituent corporation if its separate

existence had continued.

8.6.10.4 References to a “director,” “executive officer,” “officer,” “employee,” or

“agent” of the Corporation include, without limitation, situations where such

person is serving at the request of the Corporation as, respectively, a director,

Subvert Inc., PBC | Bylaws | 21

executive officer, officer, employee, trustee or agent of another corporation,

partnership, joint venture, trust or other enterprise.

8.6.10.5 References to “other enterprises” include employee benefit plans; references

to “fines” include any excise taxes assessed on a person with respect to an

employee benefit plan; and references to “serving at the request of the

Corporation” include any service as a director, officer, employee or agent of

the Corporation that imposes duties on, or involves services by, such director,

officer, employee, or agent with respect to an employee benefit plan, its

participants, or beneficiaries; and a person who acted in good faith and in a

manner he, she or they reasonably believed to be in the interest of the

participants and beneficiaries of an employee benefit plan is deemed to have

acted in a manner “not opposed to the best interests of the corporation” as

referred to in this Section.

Certificate of Incorporation Governs

Conflicts with Certificate of Incorporation

. In the event of any conflict between the provisions of the Corporation’s certificate of incorporation and

these bylaws, the provisions of the certificate of incorporation shall govern.

ARTICLE IX

AMENDMENTS

9.1 These bylaws may be altered, amended or repealed, or new bylaws may be adopted by the

stockholders or by the Board of Directors, when such power is conferred upon the Board of

Directors by the certificate of incorporation at any regular meeting of the stockholders or of the

Board of Directors or at any special meeting of the stockholders or of the Board of Directors if

notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the

notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon

the Board of Directors by the certificate of incorporation, it shall not divest or limit the power of

the stockholders to adopt, amend or repeal bylaws.

ARTICLE X

LOANS TO OFFICERS

10.1 Except as otherwise prohibited by applicable law, including Section 13(k) of the Securities

Exchange Act of 1934, as amended, the Corporation may lend money to, or guarantee, any

obligation of or otherwise assist any officer or other employee of the Corporation or of its

subsidiaries, including any officer or employee who is a director of the Corporation or its

subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or

assistance may reasonably be expected to benefit the Corporation. Any such loans must be

approved by a majority of the disinterested directors and must be made on commercially

reasonable terms. The loan, guarantee or other assistance may be with or without interest and

may be unsecured or secured in such manner as the Board of Directors shall approve, including, 

without limitation, a pledge of shares of stock of the Corporation. Nothing in these bylaws shall

be deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at

common law or under any statute.

ARTICLE XI

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RECORDS AND REPORTS

11.1 The Corporation shall provide its stockholders with a biennial statement or report as to the

Corporation’s promotion of the public benefit or public benefits identified in the certificate of

incorporation and of the best interests of those materially affected by the Corporation's conduct

("Stockholder Report"), as required under DGCL 366(b). Such statement or report shall include:

(i) the objectives established by the Board of Directors to promote such public benefit or public

benefits and interests; (ii) the standards adopted by the Board of Directors to measure the

Corporation's progress in promoting such public benefit or public benefits and interests; (iii)

objective factual information based on those standards regarding the Corporation's success in

meeting the objectives for promoting such public benefit or public benefits and interests; and

(iv) an assessment of the Corporation's success in meeting the objectives and promoting such

public benefit or public benefits and interests.