“(a)  Authorized Shares. The total number of shares of stock which the Corporation shall have authority to issue is 46,875,000, consisting of 21,875,000 shares of Common Stock, par value $0.001 per share (“Common Stock”), and 25,000,000 shares of Preferred Stock, par value $0.001 per share (“Preferred Stock”). Such stock may be issued from time to time by the Corporation for such consideration as may be fixed by the board of directors of the Corporation (the “Board of Directors”).

Effective upon the later of (i) the filing with the Secretary of State of the State of Delaware of this Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation, as amended, of the Corporation or (ii) 12:01 a.m., Eastern Time, on August 18, 2023 (the “Effective Time”), each eight (8) shares of Common Stock (the “Old Common Stock”), either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $0.001 per share (the “New Common Stock”). The Corporation shall, through its transfer agent,

provide a book-entry statement reflecting the number of shares of New Common Stock to which the holder is entitled following a reverse stock split to holders of Old Common Stock. From and after the Effective Time, certificates or book-entry notations representing shares of Old Common Stock are hereby canceled and shall represent only the right of holders thereof to receive New Common Stock. The Corporation shall not issue fractional shares of New Common Stock and, in lieu thereof, stockholders who otherwise would be entitled to receive fractional shares of New Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in an amount equal to the product obtained by multiplying (a) the closing price per share of the New Common Stock as reported by The New York Stock Exchange as of the Effective Time by (b) the fraction of one share owned by the stockholder. From and after the Effective Time, the term “New Common Stock” as used in this Article IV shall mean Common Stock as provided in the Tenth Amended and Restated Certificate of Incorporation, as amended.”