SECOND AMENDED AND RESTATED

BYLAWS

OF

KLAVIYO, INC.

(the “Corporation”)

ARTICLE I

Stockholders

Section 1Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States that is fixed by the Board of Directors, which time, date and place may subsequently be changed at any time, before or after the notice for such meeting has been sent to the stockholders, by vote of the Board of Directors. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office. If no Annual Meeting has been held for a period of thirteen (13) months after the Corporation’s last Annual Meeting, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of these Bylaws or otherwise, all the force and effect of an Annual Meeting. Any and all references hereafter in these Bylaws to an Annual Meeting or Annual Meetings also shall be deemed to refer to any special meeting(s) in lieu thereof.

Section 2Notice of Stockholder Business and Nominations.

(a)Annual Meetings of Stockholders.

(1)Nominations of persons for election to the Board of Directors of the Corporation (the “Board of Directors”) and the proposal of other business to be considered by the stockholders may be brought before an Annual Meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice of the Annual Meeting provided for in this Bylaw, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the notice procedures set forth in this Bylaw as to such nomination or business. For the avoidance of doubt, the foregoing clause (ii) shall be the exclusive means for a stockholder to bring nominations or business properly before an Annual Meeting (other than matters properly brought under Rule 14a-8 (or any successor rule) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and such stockholder must comply with the notice and other procedures set forth in Article I, Section 2(a)(2), (3) and (4) of this Bylaw to bring such nominations or business properly before an Annual Meeting. In addition to the other requirements set forth in this Bylaw, for any proposal of business to be considered at an Annual Meeting, it must be a proper subject for action by stockholders of the Corporation under Delaware law.

(2)For nominations or other business to be properly brought before an Annual Meeting by a stockholder pursuant to clause (ii) of Article I, Section 2(a)(1) of this Bylaw, the stockholder must (i) have given Timely Notice (as defined below) thereof in writing to the Secretary of the Corporation, (ii) have provided any updates or supplements to such notice at the times and in the forms required by this Bylaw and (iii) together with the beneficial owner(s), if any, on whose behalf the nomination or business proposal is made, have acted in accordance with the representations set forth in the Solicitation Statement (as defined below) required by this Bylaw. To be timely, a stockholder’s written notice must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the one-year anniversary of the preceding year’s Annual Meeting; provided, however, that in the event the Annual Meeting is first convened more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no Annual Meeting were held in the preceding year, notice by the stockholder to be timely must be received by the Secretary of the Corporation not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made (such notice within such time periods shall be referred to as “Timely Notice”). Notwithstanding anything to the contrary provided herein, for the first Annual Meeting following the initial public offering of common stock of the Corporation, a stockholder’s notice shall be timely if received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such Annual Meeting is first made or sent by the Corporation. Such stockholder’s Timely Notice shall set forth or include:

(A)as to each person whom the stockholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of the nominee, (ii) the principal occupation or employment of the nominee, (iii) the class or series and number of shares of capital stock of the Corporation that are held of record or are beneficially owned by the nominee or their affiliates or associates and any Synthetic Equity Interest (as defined below) held or beneficially owned by the nominee or their affiliates or associates, (iv) a description of all arrangements or understandings between or among the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder or concerning the nominee’s potential service on the Board of Directors, (v) a questionnaire with respect to the background and qualifications of the nominee completed by the nominee in the form provided by the Corporation (which questionnaire shall be provided by the Secretary upon written request), (vi) a representation and agreement in the form provided by the Corporation (which form shall be provided by the Secretary upon written request) that: (a) such proposed nominee is not and will not become party to any agreement, arrangement or understanding with any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation; (b) such proposed nominee is not and will not become a party to any agreement, arrangement, or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a director that has not been disclosed to the Corporation; (c) such proposed nominee would, if elected as a director, comply with all applicable rules and regulations of the exchanges upon which shares of the Corporation’s capital stock trade, each of the Corporation’s corporate governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies and guidelines applicable generally to the Corporation’s directors and, if elected as a director of the Corporation, such person currently would be in compliance with any such policies and guidelines that have been publicly disclosed; (d) such proposed nominee intends to serve as a director for the full term for which he or she is to stand for election; and (e) such proposed nominee will promptly provide to the Corporation such other information as it may reasonably request; and (vii) any other information relating to such proposed nominee that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(B)as to any other business that the stockholder proposes to bring before the meeting: a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, the text, if any, of any resolutions or Bylaw amendment proposed for adoption, and any material interest in such business of each Proposing Person (as defined below);

(C)(i) the name and address of the stockholder giving the notice, as they appear on the Corporation’s books, and the names and addresses of the other Proposing Persons (if any) and (ii), as to each Proposing Person, the following information: (a) the class or series and number of all shares of capital stock of the Corporation that are, directly or indirectly, owned beneficially or of record by such Proposing Person or any of their affiliates or associates (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), including any shares of any class or series of capital stock of the Corporation as to which such Proposing Person or any of their affiliates or associates has a right to acquire beneficial ownership at any time in the future (whether or not such right is exercisable immediately or only after the passage of time or upon the satisfaction of any conditions or both) pursuant to any agreement, arrangement or understanding (whether or not in writing), (b) all Synthetic Equity Interests (as defined below) in which such Proposing Person or any of their affiliates or associates, directly or indirectly, holds an interest including a description of the material terms of each such Synthetic Equity Interest, including without limitation, identification of the counterparty to each such Synthetic Equity Interest and disclosure, for each such Synthetic Equity Interest, as to (1) whether or not such Synthetic Equity Interest conveys any voting rights, directly or indirectly, in such shares to such Proposing Person or any of their affiliates or associates, (2) whether or not such Synthetic Equity Interest is required to be, or is capable of being, settled through delivery of such shares and (3) whether or not such Proposing Person, any of their affiliates or associates and/or, to the extent known, the counterparty to such Synthetic Equity Interest has entered into other transactions that hedge or mitigate the economic effect of such Synthetic Equity Interest, (c) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person or any of their affiliates or associates has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the Corporation, (d) any rights to dividends or other distributions on the shares of any class or series of capital stock of the Corporation, directly or indirectly, owned beneficially by such Proposing Person or any of their affiliates or associates that are separated or separable from the underlying shares of the Corporation, (e) any performance-related fees (other than an asset-based fee) to which such Proposing Person or any of their affiliates or associates, directly or indirectly, is entitled to receive based on any increase or decrease in the value of shares of any class or series of capital stock of the Corporation, or any Synthetic Equity Interests, (f)(1) if such Proposing Person is not a natural person, the identity of the natural person or persons associated with such Proposing Person responsible for (i) the formulation of and decision to propose the director nomination or business to be brought before the meeting and (ii) making voting and investment decisions on behalf of the Proposing Person (irrespective of whether such person or persons have “beneficial ownership” for purposes of Rule 13d-3 of the Exchange Act of any securities owned of record or beneficially by the Proposing Person) (such person or persons, the “Responsible Person”), the manner in which such Responsible Person was selected, any fiduciary duties owed by such Responsible Person to the equity holders or other beneficiaries of such Proposing Person and, the qualifications and background of such Responsible Person or (2) if such Proposing Person is a natural person, the qualifications and background of such natural person, (g) any equity interests or any Synthetic Equity Interests in any principal competitor of the Corporation beneficially owned by such Proposing Person or any of their affiliates or associates, (h) any direct or indirect interest of such Proposing Person or any of their affiliates or associates in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, without limitation, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (i) any pending or threatened litigation in which such Proposing Person or any of their affiliates or associates is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (j) any material transaction occurring during the prior twelve months between such Proposing Person or any of their affiliates or associates, on the one hand, and the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation, on the other hand, and (k) any other information relating to such Proposing Person or any of their affiliates or associates that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (a) through (k) are referred to, collectively, as “Material Ownership Interests”); provided, however, that the Material Ownership Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder of record directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner;

(D)(i) a description of all agreements, arrangements or understandings to which any Proposing Person or any of their affiliates or associates is a party (whether the counterparty or counterparties are a Proposing Person or any affiliate or associate thereof, on the one hand, or one or more other third parties, on the other hand, (including any proposed nominee(s)) (a) pertaining to the nomination(s) or other business proposed to be brought before the meeting of stockholders or (b) entered into for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the Corporation (which description shall identify the name of each other person who is party to such an agreement, arrangement or understanding), and (ii) identification of the names and addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons to support such nominations or other business proposal(s) and, to the extent known, the class or series and number of all shares of the Corporation’s capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and

(E)a statement (i) that the stockholder is a holder of record of capital stock of the Corporation entitled to vote at such meeting, a representation that such stockholder intends to appear in person or by proxy at the meeting to propose such business or nominees and an acknowledgement that, if such stockholder (or a qualified representative of such stockholder) does not appear to present such business or proposed nominees, as applicable, at such meeting, the Corporation need not present such business or proposed nominees for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation, (ii) whether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, (a) will deliver a proxy statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all of the shares of capital stock of the Corporation required under applicable law to approve the proposal or, in the case of a nomination or nominations, at least 67 percent of the voting power of all of the shares of capital stock of the Corporation entitled to vote on the election of directors or (b) otherwise solicit proxies or votes from

stockholders in support of such proposal or nomination, as applicable, (iii) providing a representation as to whether or not such Proposing Person intends to solicit proxies in support of director nominees other than the Corporation’s director nominees in accordance with Rule 14a-19 promulgated under the Exchange Act, and (iv) that the stockholder will provide any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (such statement, the “Solicitation Statement”).

For purposes of this Article I, the term “Proposing Person” shall mean the following persons: (i) the stockholder of record providing the notice of nominations or business proposed to be brought before a stockholders’ meeting and (ii) the beneficial owner(s), if different, on whose behalf the nominations or business proposed to be brought before a stockholders’ meeting is made. For purposes of this Section 2, the term “Synthetic Equity Interest” shall mean any transaction, agreement or arrangement (or series of transactions, agreements or arrangements), including, without limitation, any derivative, swap, hedge, repurchase or so-called “stock borrowing” or securities lending agreement or arrangement, the purpose or effect of which is to, directly or indirectly: (a) give a person or entity economic benefit and/or risk similar to ownership of shares of any class or series of capital stock of the Corporation, in whole or in part, including due to the fact that such transaction, agreement or arrangement provides, directly or indirectly, the opportunity to profit, or share in any profit, or avoid a loss from any increase or decrease in the value of any shares of any class or series of capital stock of the Corporation, (b) mitigate loss to, reduce the economic risk of, or manage the risk of share price changes for, any person or entity with respect to any shares of any class or series of capital stock of the Corporation, (c) otherwise provide in any manner the opportunity to profit, or share in any profit, or avoid a loss from any decrease in the value of any shares of any class or series of capital stock of the Corporation, or (d) increase or decrease the voting power of any person or entity with respect to any shares of any class or series of capital stock of the Corporation.

(3)A stockholder providing Timely Notice of nominations or business proposed to be brought before an Annual Meeting shall further update and supplement such notice, if necessary, so that the information (including, without limitation, the Material Ownership Interests information) provided or required to be provided in such notice pursuant to this Bylaw shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to such Annual Meeting, and such update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the fifth (5th) business day after the record date for the Annual Meeting (in the case of the update and supplement required to be made as of the record date), and not later than the close of business on the eighth (8th) business day prior to the date of the Annual Meeting (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting). For the avoidance of doubt, the obligation to update as set forth in this Section 2(a)(3) shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder, or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or nomination or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of the stockholders. Notwithstanding the foregoing, if a Proposing Person no longer plans to solicit proxies in accordance with its representation pursuant to Article I, Section 2(a)(2)(E), such Proposing Person shall inform the Corporation of this change by delivering a written notice to the Secretary at the principal executive offices of the Corporation no later than two (2) business days after making the determination not to proceed with a solicitation of proxies. A Proposing Person shall also update its notice so that the information required by Article I, Section 2(a)(2)(C) is current through the date of the meeting or any adjournment, postponement, or rescheduling thereof, and such update shall be delivered in writing to the secretary at the principal executive offices of the Corporation no later than two (2) business days after the occurrence of any material change to the information previously disclosed pursuant to Article I, Section 2(a)(2)(C).

(4)Notwithstanding anything in the second sentence of Article I, Section 2(a)(2) of this Bylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least ten (10) days before the last day a stockholder may deliver a notice of nomination in accordance with the second sentence of Article I, Section 2(a)(2), a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(b)General.

(1)Only such persons who are nominated in accordance with the provisions of this Bylaw shall be eligible for election and to serve as directors, and only such business shall be conducted at an Annual Meeting as shall have been brought before the meeting in accordance with the provisions of this Bylaw or in accordance with Rule 14a-8 under the Exchange Act. The Board of Directors or a designated committee thereof shall have the power to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the provisions of this Bylaw. If neither the Board of Directors nor such designated committee makes a determination as to whether any stockholder proposal or nomination was made in accordance with the provisions of this Bylaw, the presiding officer of the Annual Meeting shall have the power and duty to determine whether the stockholder proposal or nomination was made in accordance with the provisions of this Bylaw. If the Board of Directors or a designated committee thereof or the presiding officer, as applicable, determines that any stockholder proposal or nomination was not made in accordance with the provisions of this Bylaw, such proposal or nomination shall be disregarded and shall not be presented for action at the Annual Meeting.

(2)Except as otherwise required by law, nothing in this Article I, Section 2 shall obligate the Corporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board of Directors information with respect to any nominee for director or any other matter of business submitted by a stockholder.

(3)Notwithstanding the foregoing provisions of this Article I, Section 2, if the nominating or proposing stockholder (or a qualified representative of the stockholder) does not appear at the Annual Meeting to present a nomination or any business, such nomination or business shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Article I, Section 2, to be considered a qualified representative of the proposing stockholder, a person must be authorized by a written instrument executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders, and such person must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, to the presiding officer at the meeting of stockholders.

(4)For purposes of this Bylaw, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(5)Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder, including, but not limited to, Rule 14a-19 of the Exchange Act, with respect to the matters set forth in this Bylaw. If a stockholder fails to comply with any applicable requirements of the Exchange Act, including, but not limited to, Rule 14a-19 promulgated thereunder, such stockholder’s proposed nomination or proposed business shall be deemed to have not been made in compliance with this Bylaw and shall be disregarded.

(6)Further notwithstanding the foregoing provisions of this Bylaw, unless otherwise required by law, (i) no Proposing Person shall solicit proxies in support of director nominees other than the Corporation’s nominees unless such Proposing Person has complied with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder with timely notice, and (ii) if any Proposing Person (A) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, (B) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act, including the provision to the Corporation of notices required thereunder with timely notice, and (C) no other Proposing Person has provided notice pursuant to, and in compliance with, Rule 14a-19 under the Exchange Act that it intends to solicit proxies in support of the election of such proposed nominee in accordance with Rule 14a-19(b) under the Exchange Act, then such proposed nominee shall be disqualified from nomination, the Corporation shall disregard the nomination of such proposed nominee and no vote on the election of such proposed nominee shall occur. Upon request by the Corporation, if any Proposing Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such Proposing Person shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting date, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(7)The number of nominees a stockholder may nominate for election at the Annual Meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the Annual Meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such Annual Meeting.

Section 3Special Meetings. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation may be called only by or at the direction of the Board of Directors. The Board of Directors may postpone or reschedule any previously scheduled special meeting of stockholders. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation. Nominations of persons for election to the Board of Directors and stockholder proposals of other business shall not be brought before a special meeting of stockholders to be considered by the stockholders unless such special meeting is held in lieu of an annual meeting of stockholders in accordance with Article I, Section 1 of these Bylaws, in which case such special meeting in lieu thereof shall be deemed an Annual Meeting for purposes of these Bylaws and the provisions of Article I, Section 2 of these Bylaws shall govern such special meeting.

Section 4Notice of Meetings; Adjournments.

(a)A notice of each Annual Meeting stating the hour, date and place, if any, of such Annual 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, unless otherwise required by the Certificate (as defined below) or applicable law, be given not less than ten (10) days nor more than sixty (60) days before the Annual Meeting, to each stockholder entitled to vote thereat by delivering such notice to such stockholder or by mailing it, postage prepaid, addressed to such stockholder at the address of such stockholder as it appears on the Corporation’s stock transfer books. Without limiting the manner by which notice may otherwise be given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.

(b)Notice of all special meetings of stockholders shall be given in the same manner as provided for Annual Meetings, except that the notice of all special meetings shall state the purpose or purposes for which the meeting has been called.

(c)Notice of an Annual Meeting or special meeting of stockholders need not be given to a stockholder if a waiver of notice is executed, or waiver of notice by electronic transmission is provided, before or after such meeting by such stockholder or if such stockholder attends such meeting, unless such attendance is for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

(d)The Board of Directors may postpone and reschedule or cancel any previously scheduled Annual Meeting or special meeting of stockholders and any record date with respect thereto, regardless of whether any notice or public disclosure with respect to any such meeting has been sent or made pursuant to Section 2 of this Article I or otherwise. In no event shall the public announcement of an adjournment, postponement or rescheduling of any previously scheduled meeting of stockholders commence a new time period for the giving of a stockholder’s notice under this Article I.

(e)When any meeting is convened, the presiding officer or the stockholders present or represented by proxy at such meeting may adjourn the meeting from time to time for any reason, regardless of whether a quorum is present, to reconvene at any other time and at any place at which a meeting of stockholders may be held under these Bylaws. When any Annual Meeting or special meeting of stockholders is adjourned to another hour, date or place (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (iii) set forth in the notice of meeting given in accordance with this Section 4; provided, however, that if the adjournment is for more than thirty (30) days from the meeting date, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote thereat and each stockholder who, by law or under the Certificate

of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the “Certificate”) or these Bylaws, is entitled to such notice.

Section 5Quorum. Except as otherwise provided by law, the certificate of incorporation or these Bylaws, at each meeting of stockholders, the presence in person or by remote communication, if applicable, or represented by proxy, of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. If less than a quorum is present at a meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 4 of this Article I. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 6Voting and Proxies.

(a)The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section Article IV, Section 5 of these Bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the stock ledger of the Corporation as of the record date, unless otherwise provided by law or by the Certificate. Stockholders may vote either (i) in person, (ii) by written proxy or (iii) by a transmission permitted by Section 212(c) of the DGCL. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission permitted by Section 212(c) of the DGCL may be substituted for or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. Proxies shall be filed in accordance with the procedures established for the meeting of stockholders. Except as otherwise limited therein or as otherwise provided by law, proxies authorizing a person to vote at a specific meeting shall entitle the persons authorized thereby to vote at any adjournment of such meeting, but they shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by or on behalf of any one of them unless at or prior to the exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them. In the event the Corporation receives proxies for disqualified or withdrawn nominees for the Board of Directors, such votes for such disqualified or withdrawn nominees in the proxies will be treated as abstentions.

(b)Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

Section 7Action at Meeting. When a quorum is present at any meeting of stockholders, any matter before any such meeting (other than an election of a director or directors) shall be decided by a majority of the votes properly cast for and against such matter, except where a different or minimum vote is required by law, by the Certificate, by these Bylaws, by the rules or regulations of any stock exchange applicable to the Corporation, or by any law or regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter. Any election of directors by stockholders shall be determined by a plurality of the votes properly cast on the election of directors.

Section 8Stockholder Lists. The Corporation shall prepare, no later than the tenth (10th) day before each Annual Meeting or special meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of ten (10) days ending on the day before the meeting date in the manner provided by law.

Section 9Conduct of Meeting. The Board of Directors may adopt by resolution such rules, regulations, and procedures for the conduct of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with rules, regulations, and procedures adopted by the Board of Directors, the chair of the meeting shall have the right to prescribe such rules, regulations, and procedures and to do all such acts, as, in the judgment of such chair, are necessary, appropriate, or convenient for the proper conduct of the meeting.

Such rules, regulations, or procedures, whether adopted by the Board of Directors or the chair of the meeting, may include, without limitation, the following: (a) the establishment of an agenda for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present at the meeting; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies, or such other persons as the chair of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; (e) the determination of the circumstances in which any person may make a statement or ask questions and limitations on the time allotted to questions or comments; (f) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (g) the exclusion or removal of any stockholders or any other individual who refuses to comply with meeting rules, regulations, or procedures; (h) restrictions on the use of audio and video recording devices, cell phones, and other electronic devices; (i) rules, regulations, and procedures for compliance with any federal, state, or local laws or regulations (including those concerning safety, health, or security); and (j) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting. Unless and to the extent determined by the Board of Directors or the chair of the meeting, the chair of the meeting shall not be obligated to adopt or follow any technical, formal, or parliamentary rules or principles of procedure.

Section 10Inspectors of Elections. The Corporation shall, in advance of any meeting of stockholders, appoint one or three inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the presiding officer shall appoint one or more inspectors to act at the meeting. Any inspector may, but need not, be an officer, employee or agent of the Corporation. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall perform such duties as are required by the DGCL, including the counting of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. The presiding officer may review all determinations made by the inspectors, and in so doing the presiding officer shall be entitled to exercise his or her sole judgment and discretion and he or she shall not be bound by any determinations made by the inspectors. All determinations by the inspectors and, if applicable, the presiding officer, shall be subject to further review by any court of competent jurisdiction.

Section 11Action by Stockholders Without a Meeting. So long as stockholders of the Corporation have the right to act by written consent in accordance with Section 1 of ARTICLE VI of the Certificate, the following provisions shall apply:

(a)Record Date. For the purpose of determining the stockholders entitled to consent to corporate action in writing without a meeting as may be permitted by the Certificate or the certificate of designation relating to any outstanding class or series of preferred stock, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) (or the maximum number permitted by applicable law) days after the date on which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors pursuant to this Section 11(a) or otherwise within ten (10) days of receipt of a valid request by a stockholder, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required pursuant to the Certificate or applicable law, shall be the first date after the expiration of such ten (10) day time period on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation pursuant to Section 11(b); provided, however, that if prior action by the Board of Directors is required by the Certificate or applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall in such an event be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(b)Generally. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation, in the manner required by this Section 11, within sixty (60) (or the maximum number permitted by applicable law) days of the date of the earliest dated consent delivered to the Corporation in the manner required by applicable law. The validity of any consent executed by a proxy for a stockholder pursuant to an electronic transmission transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. A written record of the information upon which the person making such determination relied shall be made and kept in the records of the proceedings of the stockholders. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of stockholders. If any action by consent has been taken by stockholders by less than unanimous consent, prompt notice of the taking of the action by consent shall be given by the Corporation (at its expense) to those stockholders as of the record date for the action by consent who have not consented and who would have been entitled to notice of the meeting if the action had been taken at a meeting and the record date for the notice of the meeting were the record date for the action by consent.

Directors

Section 1Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided by the Certificate or required by law.

Section 2Number and Terms. The number of directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors, provided the Board of Directors shall consist of at least one (1) member. The directors shall hold office in the manner provided in the Certificate.

Section 3Qualification. No director need be a stockholder of the Corporation.

Section 4Vacancies. Vacancies in the Board of Directors shall be filled in the manner provided in the Certificate.

Section 5Removal. Directors may be removed from office only in the manner provided in the Certificate and applicable law.

Section 6Resignation. A director may resign at any time by electronic transmission or by giving written notice to the Chairperson of the Board, if one is elected, a Chief Executive Officer or the Secretary. A resignation shall be effective upon receipt, unless the resignation otherwise provides.

Section 7Regular Meetings. Regular meetings of the Board of Directors may be held at such hour, date and place as the Board of Directors may by resolution from time to time determine and publicize by means of reasonable notice given to any director who is not present at the meeting at which such resolution is adopted.

Section 8Special Meetings. Special meetings of the Board of Directors may be called, orally or in writing, by or at the request of a majority of the directors, the Chairperson of the Board, if one is elected, or a Chief Executive Officer. The person calling any such special meeting of the Board of Directors may fix the hour, date and place thereof.

Section 9Notice of Meetings. Notice of the hour, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary or an Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the Chairperson of the Board, if one is elected, or a Chief Executive Officer or such other officer designated by the Chairperson of the Board, if one is elected, or a Chief Executive Officer. Notice of any special meeting of the Board of Directors shall be given to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communication, sent to his or her business or home address, at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to his or her business or home address, at least forty-eight (48) hours in advance of the meeting, provided, however, that if the Chairperson of the Board or a Chief Executive Officer determines that it is otherwise necessary or advisable to hold the meeting sooner, then the Chairperson of the Board or a Chief Executive Officer, as the case may be, may prescribe a shorter time period for notice to be given personally or by telephone, facsimile, electronic mail or other similar means of communication. Such notice shall be deemed to be delivered when hand-delivered to such address; read to such director by telephone; deposited in the mail so addressed, with postage thereon prepaid, if mailed; or dispatched or transmitted if sent by facsimile transmission or by electronic mail or other form of electronic communications. A written waiver of notice signed or electronically transmitted before or after a meeting by a director and filed with the records of the meeting shall be deemed to be equivalent to notice of the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because such meeting is not lawfully called or convened. Except as otherwise required by law, by the Certificate or by these Bylaws, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 10Quorum. At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice. Any business that might have been transacted at the meeting as originally noticed may be transacted at such adjourned meeting at which a quorum is present. For purposes of this Section 10, the total number of directors includes any unfilled vacancies on the Board of Directors.

Section 11Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of the directors present shall constitute action by the Board of Directors, unless otherwise required by law, by the Certificate or by these Bylaws.

Section 12Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission. After an action is taken, the consent or consent related thereto shall be filed with the records of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall be treated as a resolution of the Board of Directors for all purposes.

Section 13Manner of Participation. Directors may participate in meetings of the Board of Directors by means of video conference, conference telephone or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting for purposes of these Bylaws.

Section 14Presiding Director. The Board of Directors shall designate a representative to preside over all meetings of the Board of Directors, provided that if the Board of Directors does not so designate such a presiding director or such designated presiding director is unable to so preside or is absent, then the Chairperson of the Board, if one is elected, shall preside over all meetings of the Board of Directors. If both the designated presiding director, if one is so designated, and the Chairperson of the Board, if one is elected, are unable to preside or are absent, the Board of Directors shall designate an alternate representative to preside over a meeting of the Board of Directors.

Section 15Committees. The Board of Directors may elect one or more committees, including, without limitation, a Compensation Committee, a Nominating & Corporate Governance Committee and an Audit Committee, and may delegate thereto some or all of its powers to such committee(s) except those which by law, by the Certificate or by these Bylaws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these Bylaws for the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors.

Section 16Compensation of Directors. Directors shall receive such compensation for their services as shall be determined by a majority of the Board of Directors, or a designated committee thereof, provided that directors who are serving the Corporation as employees shall not receive any salary or other compensation for their services as directors of the Corporation.

Officers

Section 1Enumeration. The officers of the Corporation shall consist of up to two Chief Executive Officers, a President, a Treasurer, a Secretary and such other officers, including, without limitation, a Chairperson of the Board and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine. Any number of offices may be held by the same person. The salaries and other compensation of the officers of the Corporation will be fixed by or in the manner designated by the Board of Directors or a committee thereof to which the Board of Directors has delegated such responsibility.

Section 2Election. The Board of Directors shall elect the Chief Executive Officer(s), President, the Treasurer and the Secretary. Other officers may be elected by the Board of Directors.

Section 3Qualification. No officer need be a stockholder or a director.

Section 4Tenure. Except as otherwise provided by the Certificate or by these Bylaws, each of the officers of the Corporation shall hold office until the regular annual meeting of the Board of Directors following the next Annual Meeting and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Section 5Resignation and Removal. Any officer may resign by delivering his or her written or electronically transmitted resignation to the Corporation addressed to a Chief Executive Officer or the Secretary, and such resignation shall be effective upon receipt, unless the resignation otherwise provides. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Except as otherwise provided by law or by resolution of the Board of Directors, the Board of Directors may remove any officer with or without cause by the affirmative vote of a majority of the directors then in office (so long as a quorum is present). Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following his or her resignation or removal, or any right to damages on account of such removal, whether his or her compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the Corporation.

Section 6Absence or Disability. In the event of the absence or disability of any officer, the Board of Directors may designate another officer to act temporarily in place of such absent or disabled officer.

Section 7Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

Section 8Chief Executive Officer(s). The Chief Executive Officer(s) shall have such powers and shall perform such duties as the Board of Directors may from time to time designate. One or both of the Chief Executive Officers, as the case may be, shall preside as the chair of the meeting at all meetings of the stockholders; provided that if there is no Chief Executive Officer or a Chief Executive Officer is unable to so preside or is absent, then a director or officer chosen by resolution of the Board of Directors shall act as Chairperson at all meetings of stockholders.

Section 9President. The President shall, subject to the direction of the Board of Directors, have such powers and shall perform such duties as the Board of Directors may from time to time designate.

Section 10Chairperson of the Board. The Chairperson of the Board, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

Section 11Vice Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors or a Chief Executive Officer may from time to time designate.

Section 12Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors and except as the Board of Directors or a Chief Executive Officer may otherwise provide, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation. He or she shall have such other duties and powers as may be designated from time to time by the Board of Directors or a Chief Executive Officer. Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors or a Chief Executive Officer may from time to time designate.

Section 13Secretary and Assistant Secretaries. The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board of Directors) in books kept for that purpose. In his or her absence from any such meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation). The Secretary shall have custody of the seal of the Corporation, and the Secretary, or an Assistant Secretary shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by his or her signature or that of an Assistant Secretary. The Secretary shall have such other duties and powers as may be designated from time to time by the Board of Directors or a Chief Executive Officer. In the absence of the Secretary, any Assistant Secretary may perform his or her duties and responsibilities. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors or a Chief Executive Officer may from time to time designate.

Section 14Other Powers and Duties. Subject to these Bylaws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors or a Chief Executive Officer.

Section 15Representation of Shares of Other Corporations. The Chairperson of the Board, a Chief Executive Officer, the President, any Vice President, the Treasurer, the Secretary or Assistant Secretary of this Corporation, or any other person authorized by the Board of Directors or a Chief Executive Officer, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all securities of any other entity or entities standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

Section 16Bonded Officers. The Board of Directors may require any officer to give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors upon such terms and conditions as the Board of Directors may specify, including without limitation a bond for the faithful performance of his or her duties and for the restoration to the Corporation of all property in his or her possession or under his or her control belonging to the Corporation.

Capital Stock

Section 1Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by any two authorized officers of the Corporation. The Corporation seal and the signatures by the Corporation’s officers, the transfer agent or the registrar may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. Notwithstanding anything to the contrary provided in these Bylaws, the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares (except that the foregoing shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation), and by the approval and adoption of these Bylaws the Board of Directors has determined that all classes or series of the Corporation’s stock shall be uncertificated, whether upon original issuance, re-issuance, or subsequent transfer.

Section 2Transfers. Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock that are represented by a certificate may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate theretofore properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require. Shares of stock that are not represented by a certificate may be transferred on the books of the Corporation by submitting to the Corporation or its transfer agent such evidence of transfer and following such other procedures as the Corporation or its transfer agent may require.

Section 3Stock Transfer Agreements. The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series of stock of the Corporation to restrict the transfer of shares of stock of the corporation of any one or more classes or series owned by such stockholders in any manner not prohibited by the DGCL.

Section 4Record Holders. Except as may otherwise be required by law, by the Certificate or by these Bylaws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws.

Section 5Record 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 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 other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting and (b) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock of the Corporation, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

Indemnification

Section 1Definitions. For purposes of this Article V:

(a)“Corporate Status” describes the status of a person who is serving or has served (i) as a Director of the Corporation, (ii) as an Officer of the Corporation, (iii) as a Non-Officer Employee of the Corporation, or (iv) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal entity which such person is or was serving at the request of the Corporation. For purposes of this Section 1(a), a Director, Officer or Non-Officer Employee of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include the status of a person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in a merger or consolidation transaction with the Corporation with respect to such person’s activities prior to said transaction, unless specifically authorized by the Board of Directors or the stockholders of the Corporation;

(b)“Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation;

(c)“Disinterested Director” means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding;

(d)“Expenses” means all attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;

(e)“Liabilities” means judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement;

(f)“Non-Officer Employee” means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;

(g)“Officer” means any person who serves or has served the Corporation as an officer of the Corporation appointed by the Board of Directors of the Corporation;

(h)“Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and

(i)“Subsidiary” means any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) fifty percent (50%) or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B) fifty percent (50%) or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity.

Section 2Indemnification of Directors and Officers.

(a)Subject to the operation of Section 4 of this Article V, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, and to the extent authorized in this Section 2.

(1)Actions, Suits and Proceedings Other than By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses and Liabilities that are incurred or paid by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein (other than an action by or in the right of the Corporation), which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

(2)Actions, Suits and Proceedings By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein by or in the right of the Corporation, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made under this Section 2(a)(2) in respect of any claim, issue or matter as to which such Director or Officer shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation, unless, and only to the extent that, the Court of Chancery of the State of Delaware or another court in which such Proceeding was brought shall determine upon application that, despite adjudication of liability, but in view of all the circumstances of the case, such Director or Officer is fairly and reasonably entitled to indemnification for such Expenses that such court deems proper.

(3)Survival of Rights. The rights of indemnification provided by this Section 2 shall continue as to a Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives.

(4)Actions by Directors or Officers. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding (including any parts of such Proceeding not initiated by such Director or Officer) was authorized in advance by the Board of Directors, unless such Proceeding was brought to enforce such Officer’s or Director’s rights to indemnification or, in the case of Directors, advancement of Expenses under these Bylaws in accordance with the provisions set forth herein.

Section 3Indemnification of Non-Officer Employees. Subject to the operation of Section 4 of this Article V, each Non-Officer Employee may, in the discretion of the Board of Directors, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses and Liabilities that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 3 shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized in advance by the Board of Directors.

Section 4Determination. Notwithstanding any other provisions of these Bylaws, to the fullest extent permitted by applicable law and to the extent that a Director or an Officer is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Corporation shall indemnify such Director or Officer against all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection therewith. Unless ordered by a court or except as provided in the preceding sentence, no indemnification shall be provided pursuant to this Article V to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful.

Such determination shall be made by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (b) a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (c) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders of the Corporation.

Section 5Advancement of Expenses to Directors Prior to Final Disposition.

(a)The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s Corporate Status within thirty (30) days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against such Expenses. Notwithstanding the foregoing, the Corporation shall advance all Expenses incurred by or on behalf of any Director seeking advancement of expenses hereunder in connection with a Proceeding initiated by such Director only if such Proceeding (including any parts of such Proceeding not initiated by such Director) was (i) authorized by the Board of Directors, or (ii) brought to enforce such Director’s rights to indemnification or advancement of Expenses under these Bylaws.

(b)If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within thirty (30) days after receipt by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under this Article V shall not be a defense to an action brought by a Director for recovery of the unpaid amount of an advancement claim and shall not create a presumption that such advancement is not permissible. The burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation.

(c)In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in the DGCL.

Section 6Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.

(a)The Corporation may, at the discretion of the Board of Directors, advance any or all Expenses incurred by or on behalf of any Officer or any Non-Officer Employee in connection with any Proceeding in which such person is involved by reason of his or her Corporate Status as an Officer or Non-Officer Employee upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer or Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such person to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non-Officer Employee is not entitled to be indemnified against such Expenses.

(b)In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard for indemnification set forth in the DGCL.

Section 7Contractual Nature of Rights.

(a)The provisions of this Article V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article V is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation. Neither amendment, repeal or modification of any provision of this Article V nor the adoption of any provision of the Certificate inconsistent with this Article V shall eliminate or reduce any right conferred by this Article V in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article V shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person.

(b)If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article V shall not be a defense to an action brought by a Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation.

(c)In any suit brought by a Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

Section 8Non-Exclusivity of Rights. The rights to indemnification and to advancement of Expenses set forth in this Article V shall not be exclusive of any other right that any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise.

Section 9Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article V.

Section 10Other Indemnification. The Corporation’s obligation, if any, to indemnify or provide advancement of Expenses to any person under this Article V as a result of such person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary Indemnitor”). Any indemnification or advancement of Expenses under this Article V owed by the Corporation as a result of a person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies.

Section 11Savings Clause. If this Article V or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including, without limitation, attorneys’ fees), liabilities, losses, judgments, fines (including, without limitation, excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974, as amended) and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law.

Miscellaneous Provisions

Section 1Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 2Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

Section 3Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by the Chairperson of the Board, if one is elected, a Chief Executive Officer, the President or the Treasurer or any other officer, employee or agent of the Corporation as the Board of Directors may authorize.

Section 4Voting of Securities. Unless the Board of Directors otherwise provides, the Chairperson of the Board, if one is elected, a Chief Executive Officer, the President or the Treasurer may waive notice of, and act on behalf of the Corporation, or appoint another person or persons to act as proxy or attorney in fact for the Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or stockholders of any other corporation or organization, any of whose securities are held by the Corporation.

Section 5Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

Section 6Corporate Records. The original or attested copies of the Certificate, Bylaws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock transfer books, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, may be kept outside the State of Delaware and shall be kept at the principal office of the Corporation, at an office of its counsel, at an office of its transfer agent or at such other place or places as may be designated from time to time by the Board of Directors.

Section 7Certificate. All references in these Bylaws to the Certificate shall be deemed to refer to the Certificate, as amended and/or restated and in effect from time to time.

Section 8Exclusive Jurisdiction of Delaware Courts or the United States Federal District Courts. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of, or a claim based on, a breach of a fiduciary duty owed by any current or former director, officer or other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Certificate or these Bylaws (as either may be amended and restated, and including the interpretation, validity or enforceability thereof) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 8.

Section 9Amendment of Bylaws.

(a)Amendment by Directors. Except as provided otherwise by law, these Bylaws may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the directors then in office (so long as a quorum is present).

(b)Amendment by Stockholders. Except as otherwise provided herein, the Bylaws of the Corporation may be amended or repealed at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of at least not less than two-thirds (2/3) of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class.

Section 10Notices. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.

Section 11Waivers. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in such a waiver.

Effective as of December 8, 2025.

Velocity Global Switzerland GmbH
Kanzleistrasse 18
8004 Zürich

and

Mr. Luciano Fernández Gomez

[***]

I.Permit for staff leasing

On 19 March 2021, the Company Velocity Global Switzerland GmbH was granted of a permit to lease staff in accordance with the Swiss Federal Employment Service Act (AVG), issued by the Office for Economy and Labor of the Canton of Zurich.

A. Scope of application

(1)This Employment Agreement regulates the employment relationship between the Employer and the Employee. It governs the assignment of the Employee to the company of the respective customer of the Employer (“Assignment Company”).

(2)The Employee will perform the work assignment at the following Assignment Company:

•The Employee’s place of work will be [***]. The Assignment Company reserves the right to relocate the Employee to another appropriate place of work but without changing the Employee’s salary entitlement.

•Employee’s function: Interim Executive Officer

•Type of work to be performed:

providing the Assignment Company’s senior leadership team with guidance, feedback and coaching;

assisting with recruiting and evaluating prospective employees and/or prospective members of the Assignment Company’s board of directors (the “Board”);

participating in regular telephone conferences and meetings with senior management and/or members of the Board regarding the Assignment Company’s business and responding to emails in the interim;

in person meetings (Boston or otherwise);

and collaborating with the Assignment Company on projects of mutual interest.

•Weekly working hours: 42, performed on five days per week (Monday through Friday) at times desired by the Employee in compliance with the blocking times set by the Assignment Company.

•Responsible contact person: Andrew Bialecki, [***], Chief Executive Officer.

The Employee’s responsibilities are specified by the Assignment Company. The Employee’s responsibilities may, at any time, be modified by the Assignment Company to assume other responsibilities. The other terms applicable to the Employee shall not be affected by such modification.

The Employee shall report to Chief Executive Officer or to another person designated by the Employer or the Assignment Company.

(3)Applicable CBAs:

X    The Assignment Company is not subject to a universally binding CBA.

(4)Immigration Provisions

•If, and for as long, Employee depends on a specific immigration/residence or work permit status in order to be allowed to work for Employer, this contract of employment will be dependent on the Employee obtaining and keeping such status or permit.

•This Agreement will terminate automatically, on expiration or termination of Employee’s work permit-status or turn void if such legal status cannot be obtained from the designated authorities upon commencement of this contract. In this case, the Employee agrees to not hold the Employer in any form responsible for any costs or liabilities that may come forth out of Employee’s prolonged presence in Switzerland, after the date of termination of this Agreement.

B. Universally binding Collective Bargaining Agreements

If the Assignment Company is subject to a universally binding Collective Bargaining Agreement, the Employer must also comply with its wage and working time regulations vis-à-vis the Employee.

If a universally binding Collective Bargaining Agreement provides for a mandatory contribution to further training and enforcement costs or if the Collective Bargaining Agreement on Staff Leasing is applicable, both the Employer and the Employee must pay the contributions provided for in the respective Collective Bargaining Agreement.

III.Rights of the Employee

A. Wages

(1)The Employee is paid a gross salary CHF 800,000 per annum made up of 13 equal parts of CHF 61,538.46. As per art. 327c CO, the salary includes CHF 500 per month as home office allowance.

(2)Wages, expenses and overtime compensation are paid at the end of each month. The 13th monthly salary is paid prorated on a monthly basis. Payments are made to a Swiss postal giro or bank account to ensure the smooth processing of salary payments.

(3)Further payments Unless otherwise expressly agreed upon in writing, the payment of any other gratuities, profit shares, premiums or other extra payments shall be on a voluntary basis, it being understood that even repeated payments without the reservation of their voluntary nature shall not create any legal claim for the Employee, either in respect to their cause or their amount either for the past or for the future.

(4)The Employee will receive a detailed payroll accounting with the statutory and/or contractual social deductions, i.e. in particular

•AHV/IV/EO;

•ALV;

•Insurance against non-occupational accidents;

•Insurance against loss of earnings in case of illness;

•Any withholding tax;

•Any pledge of salary claims (limited in accordance with Art. 325 CO)

•Employee contribution to training and enforcement costs of 0.4% of salary, provided that salary is below the maximum insured income according to SUVA (currently CHF 148,200)

•Deductions for occupational benefits (BVG) as soon as the Employee is subject to it. The conditions of participation as well as the rates of the deductions are set out in a special BVG information sheet.

(5)The Employer pays:

•50% of the AHV/IV/EO/ALV contributions;

•50% of the contribution to the 2nd pillar (BVG);

•50% of the premium for loss of earnings insurance in the event of illness (daily illness benefit insurance); the monthly insurance premiums currently amounts to 0.5045% of monthly gross salary, of which the Employer and Employee each pay 50%

•100% of the contribution to the insurance against occupational accidents.

(6)Repayment obligation

Should the Employee have received any payment in excess of the Employee’s actual entitlement, the Employee shall, upon the Employer’s first request, pay back such excessive amount to the Employer. Payments that the Employer, without being in any error, declares as voluntary, shall not be covered by this repayment obligation.

B. Child allowances

For each child, the Employee is entitled to family allowances in accordance with the Federal Act on Family Allowances (FamZG) and the applicable cantonal laws. The family allowance in accordance with FamZG is at least CHF 200.00 per month for children up to 16 years of age (child allowance) and at least CHF 250.00 per month for 16 to 25-year-old children and young people (education allowance). Only one allowance of the same type is paid for the same child. The cantons may provide for higher minimum rates. The family allowance is paid at the end of each month with the salary. In order to be eligible for the family allowance, the Employee must present the family card and any other necessary documents when taking up employment or when the child is born.

C. Extra hours and overtime

(1)Working hours which are performed in accordance with the instructions of the Employer and/or the Assignment Company beyond the working hours agreed in this Employment Agreement shall be considered extra hours. They will not be compensated by time off or any payment. If, however, the Collective Bargaining Agreement on Staff Leasing applies, the Employee shall compensate such extra hours by time off of equal duration at times indicated by the Employer and/or the Assignment Company or, at the Employer’s choice, will be paid out at the ordinary hourly rate (i.e. without any surcharges).

(2)Hours worked in accordance with the instructions in the Assignment Company in excess of the maximum working hours under Labor Act are considered overtime - if the Employee is subject to the Labor Act. The Employee undertakes to comply with the provisions of the Labor Act. According to these regulations, overtime may not exceed 2 hours per day, except on work-free working days or in emergencies, and may not exceed 170 hours per calendar year if the maximum weekly working time is 45 hours or 140 hours if the maximum weekly working time is 50 hours. The daily working time must be within a period of 14 hours, including breaks and overtime. Work on Sundays, public holidays and during the night may only be carried out in exceptional cases and on the basis of an official permit. The Employee is obliged to inform the Employer immediately if the Assignment Company orders working hours that violate the legal regulations. Such hours may only be worked with the Employer’s written consent. In the absence of such approval, the Employee may be refused recognition of the hours worked for the unlawful overtime.

Overtime is compensated within a period of 12 months by free time of at least the same duration at times indicated by the Employer and/or the Assignment Company. If such compensation is not possible, they will be compensated with a 25 % salary surcharge provided, however, that no compensation will be paid for the first 60 overtime hours performed per calendar year of the Employee is an office employee, a technician or other staff member.

(3)With the exception of the Employee’s obligation to comply with the provisions of the Labor Act, the above clause III.C.(2) shall not apply if the Collective Bargaining Agreement on Staff Leasing is applicable. In such cases, any working time in excess of 9.5 hours per day or 45 hours per week respectively shall be considered overtime and shall be paid on weekdays with a 25% wage supplement and on Sundays with a 50% wage supplement. The surcharges are not cumulative.

D. Probationary Period

(1)The first 3 months of the employment relationship are considered a probationary period.

(2)If the probationary period is effectively shortened due to illness, accident or fulfilment of a legal obligation, the probationary period will be extended accordingly.

E. Holiday leave

The Employee is entitled to 4 weeks (20 days) of paid holiday leave per year. For Employees up to the age of 20 and from the age of 50 the holiday leave entitlement is 5 weeks. If the applicable Collective Bargaining Agreements provides for longer holiday leave entitlements, these shall apply. For an incomplete year, the holiday leaves are granted pro rata temporis.

F. Public Holidays

(1)For the duration of the Employment Agreement, only official holidays at the place of work which fall on a working day and which are treated as Sundays shall be compensated in proportion to the average daily wage for the week containing the holiday (irregular overtime and bonuses not included). With the exception of August 1, these public holidays are governed by the cantonal regulations applicable to the Assignment Company. In accordance with Art. 20a of the Labor Act (ArG), August 1 is treated as a Sunday.

(2)Compensation for loss of salary is paid if the employment relationship has lasted for more than 13 weeks without interruption.

G. Accident

(1)On the way to work and during the assignment in the Assignment Company, the Employee is insured by the Swiss National Accident Insurance Fund (SUVA) against occupational accidents in accordance with the valid legal regulations (see SUVA information sheet). The insurance begins when the Employee starts work and ends on the last working day (supplementary cover in accordance with Art. 3 Para. 2 of the Accident Insurance Act, UVG). Non-occupational accidents are covered if the weekly working time is at least 8 hours.

SUVA benefits replace the obligation to pay wages in accordance with Art. 324a Swiss Code of Obligations (CO). From the moment the accident is recognized by SUVA, the Employer pays 80% of the Employee’s salary during the waiting period, in application of Art. 324b para. 3 CO.

The SUVA regulations and the UVG are decisive for the scope, services and reservations. The relevant regulations can be viewed in the office of the Employer.

In the event of an accident, the Employer may require the Employee to undergo a medical examination. The physician is appointed either by the Employer or by SUVA. The Employee herewith releases doctor from the medical secrecy to the extent required for the Employer to understand its rights and obligations towards the Employee.

Within 31 days after termination of employment, the Employee may request SUVA to take out individual insurance against accidents with SUVA.

In the case of non-occupational accidents that are excluded from SUVA as exceptional hazards and risks within the meaning of Art. 39 UVG and Art. 49 and Art. 50 of the Ordinance on Accident Insurance (UVV), the Employer is not obliged to pay wages (Art. 324a CO).

H. Illness

(1)In the case of an inability to work due to illness or accident, the Employee may be required to substantiate the Employee’s inability to work after three (3) working days with a medical certificate.

(2)The Employee is insured for loss of earnings due to illness from the start of work until the end of the employment Agreement in accordance with the VVG (Federal Insurance Agreements Act). The Employer pays 50% of the insurance premiums.

(3)The insurance benefits as well as the Employer’s continued salary payment as set forth under (5) replace the salary payment obligation pursuant to Art. 324a CO.

(4)A valid medical certificate, which must be presented within three days, as well as recognition by the insurance company, is a prerequisite for the provision of benefits.

(5)The loss of earnings shall be paid from the 31st day of illness and, during the period of 900 days per case, shall amount to a maximum of 730 days less the waiting period, which must be passed in any case and shall be deducted from the duration of benefits, 80% of the salary subject to Old age and invalidity insurance (AHV), but limited to a maximum of CHF 300,000 and, in the case of salaries exceeding CHF 250,000, subject to a successful health examination. After termination of the Agreement, insurance coverage is only available for illnesses that occur during the period of employment and the compensation might be limited due to reduced loss of income; new incapacities to work are only covered if the Employee exercises the right to transfer to the individual insurance. In addition, reference is made to the general terms of insurance in force at the time, which may exclude or limit insurance coverage (e.g. for pre-existing illnesses, illnesses caused by gross negligence, stays outside Switzerland and the Principality of Liechtenstein, or age beyond the ordinary retirement age). From the 1st to the 30th day of illness, the Employer will pay 80% of the daily earnings to an Employee who is prevented from working due to illness through no fault of their own, provided the employment relationship has lasted for more than three months or was entered into for a fixed period of more than three months.

(6)In case of partial incapacity to work, the daily illness benefit is paid proportionally, provided that the incapacity to work is at least 25%. There is no entitlement to benefits if the incapacity for work is less than 25%.

(7)The Employer may at any time require the Employee to be examined by a physician designated by the Employer, who is bound by medical secrecy. However, the Employee shall release the physician from medical secrecy to the extent necessary for the assessment of the Employer’s rights and obligations.

(8)Within 90 days after termination of the employment the Employee may request to be individually insured at the Employee’s own expense with the Employer’s insurance against loss of earnings.

I. Military, civil defense and community service

During compulsory service in the army, civil defense or alternative civilian service in accordance with federal legislation, the Employee receives compensation of 80% of the actual loss of earnings, calculated on the basis of the contractually agreed normal working hours, for a maximum of 4 weeks per year. For this period, the Employer is entitled to the claims from the income compensation scheme. If the benefits of the income replacement scheme exceed the benefits of the Employer, the difference is due to the Employee. After 2 years of uninterrupted employment, the Employee receives 80% of the salary according to the Bernese scale. In all other cases, the Employee receives only the compensation from the compensation fund. The registration card must always be completed and handed over to the Employer. If, for administrative reasons, SUVA, enforcement and further training contributions are deducted from the employee’s income compensation benefits, these contributions will not be reimbursed. The compensation for loss of earnings pursuant to this paragraph shall be deemed to have been reduced by these contributions.

J. Pregnancy and child birth

(1)Pursuant to Article 16b et seq. of the Federal Compensation for Loss of Earnings Act, EOG, female Employees shall be entitled to maternity compensation if they were insured within the meaning of the Federal Law on Old Age and Survivors’ Insurance (AHVG) for the nine months immediately preceding the birth, have been gainfully employed for at least five months during this period and are still employees at the time of the birth.

(2)The right to compensation arises on the day of the birth. During the maximum 14-week maternity leave, the mothers shall receive 80% of the average earned income earned before the beginning of the entitlement to compensation. The maternity compensation is paid in the form of a daily allowance (max. 98 daily allowances) which is caped at CHF 220 per day. The entitlement ends prematurely if the mother resumes work.

(3)Loss of earnings in the event of illness-related absences during pregnancy shall be paid in accordance with Section III. I. above as a normal illness.

K. Other Parent’s Leave

(1)Pursuant to Article 16j et seq. of the Federal Compensation for Loss of Earnings Act, EOG, the other parent of the new born child shall be entitled to compensation for the other parent if they were insured within the meaning of the Federal Law on Old Age and Survivors’ Insurance (AHVG) for the nine months immediately preceding the birth of the child, have been gainfully employed for at least five months during this period and are still employees at the time of the birth. An Employee is entitled to compensation paid by the government insurance and if the Employee is the other legal parent at the time of the birth of the child or becomes the other legal parent within six months of the child’s birth.

(2)The other parent has a right to take two weeks of other parent’s leave within a six month period from the birth. The leave can be taken consecutively or by taking single days off. During the two weeks other parent’s leave, the other parent shall receive 80% of the average earned income earned before the beginning of the entitlement to compensation. The other parent compensation is paid in the form of a daily allowance (max. 14 daily allowances) which is capped at CHF 220 per day.

(3)Pursuant to Article 16k of the Federal Compensation for Loss of Earnings Act, EOG, if the mother dies on the date of birth or the 97 days following the birth of the child, the other parent has a right to take an additional 14 consecutive weeks of other parent’s leave starting on the day of the mother’s death. The running of the six month period during which the other parent’s leave has to be taken as per paragraph (2) above is interrupted during the leave. During the 14 weeks other parent’s leave, the other parent shall receive 80% of the average earned income earned before the beginning of the entitlement to compensation. The other parent compensation is paid in the form of a daily allowance (max. 98 daily allowances) which is capped at CHF 220 per day. The entitlement ends prematurely if the other partner resumes work.

L. Child Care Leave

(1)Pursuant to Article 16n et seq. of the Federal Compensation for Loss of Earnings Act, EOG, parents of a minor child whose health is seriously impaired due to accident or illness and who interrupt gainful employment to care for the child if they are employees at the time they interrupt gainful employment are entitled to child care leave compensation paid by the government insurance.

(2)The parents have a right to take an aggregate of 14 weeks of child care leave within a 18 month period starting from the first day for which child care leave benefits are obtained. Unless agreed differently, each parent is entitled to 7 weeks of child care leave. The leave can be taken consecutively or by taking single days off. During the child care leave, the parent shall receive 80% of the average earned income earned before the beginning of the entitlement to compensation. The child care leave compensation is paid in the form of a daily allowance (max. 98 daily allowances) which is capped at CHF 220 per day.

M. Adoption Leave

(1)Pursuant to Article 16t et seq. of the Federal Compensation for Loss of Earnings Act, EOG, persons who take in a child under the age of 4 for adoption and who are employees at the time they take in the child for adoption are entitled to adoption leave compensation paid by the government insurance.

(2)In case of joint adoption, the two parents together have a right to take an aggregate of 14 days of adoption leave within a 12 month period starting from the day on which the child has been taken in for adoption. Unless agreed differently, each parent is entitled to 7 days of adoption leave. The leave can be taken consecutively or by taking single days off. During the adoption leave, the parent shall receive 80% of the average earned income earned before the beginning of the entitlement to compensation. The adoption leave compensation is paid in the form of a daily allowance (max. 14 daily allowances) which is capped at CHF 220 per day.

N. Occupational pension plan

In the case of an Employment Agreement for an indefinite period of time or for a period of more than three months, the Employee is subject to the payments according to the Federal Law on Occupational Retirement, Surviving Dependants’ and Disability Pension (BVG) from day one. If an Employment Agreement of less than three months’ duration is extended beyond this period, the BVG-payments apply from the date of extension of the Agreement.

Employees with support obligations towards children and/or who have an indefinite term employment and who are subject to the Collective Bargaining Agreement on Staff Leasing, are insured in the pension fund from the first day. All other Employees who are subject to the Collective Bargaining Agreement on Staff Leasing can voluntarily insure themselves in the pension fund from the first day of employment.

O. Justified absences

•In the case of justified absences, the temporary Employee is usually entitled to compensation for loss of earnings. This is calculated in proportion to the average daily earnings for the week in which the event takes place and is paid up to the amount of normal daily working hours (overtime and allowances not included; where weekly or monthly wages have been agreed, these are paid without deductions). The following absences are compensated:

•Marriage of the Employee: 3 days

•Marriage of one of the Employee’s children: 1 day

•Necessary care of a family member or life partner with a health impairment: up to 10 days (up to 3 days per occurrence)

•Military Inspection: ½ Day

•Fulfilment of legal obligations: necessary hours

•Death of a member of the Employee’s or the spouse’s own family: 3 days

•Care of the own sick child or a child living in the same household: up to 3 days

•Death of a close relative: 1 day

•Moving of the Employee: 1 day

A payment will only be made on the basis of adequate proof.

P. Transfer of the Employee

The Employee may transfer to the Assignment Company after termination of the employment Agreement.

IV.Duties of the Employee

A. Duty of care

(1)The Employee undertakes to carry out the work entrusted to him by the Assignment Company carefully and conscientiously.

(2)The Employee shall treat the materials, equipment, machines and tools entrusted to them for the performance of their duties with all due care.

(3)The Employee shall observe all safety and precautionary measures required for their work. The Employee shall make conscientious use of the means placed at the Employee’s disposal to protect the health and life of the personnel of the Assignment Company, and to this end shall comply with the issued regulations.

B. Duties of loyalty and confidentiality

The Employee shall devote their efforts exclusively to the Employer in furtherance of the Employer’s interests and those of the Assignment Company. Any engagement in additional occupations for remuneration or any participation in any kind of enterprise requires the written consent of the Employer. This shall not apply to the usual acquisition of shares or other stocks up to 5% of equity capital or 5% of voting rights exclusively for investment purposes. The acquisition of shares or other stocks in non-listed companies that maintain business relationships with the Employer or that compete with the Employer must in any case be approved in advance and in writing by the Employer.

The Membership in the board of directors or supervisory board of other companies shall also require the prior written approval of the Employer.

The Employee shall during the period of employment with the Employer and after termination of the employment relationship, insofar as this is necessary to protect the legitimate interests of the Employer, keep secret any confidential information, in particular information concerning contractual arrangements, deals, transactions or any other affairs of the Employer, the Assignment Company or their affiliates as well as their respective employees, business partners and officers and will not use any such information for the Employee’s own benefit or the benefit of others. This obligation shall also exist with respect to any protected data and confidential information of third parties that the Employee gets to know as an employee of the Employer.

Upon termination of this Agreement, the Employee shall return to the Employer all files and any company documents concerning the business of the Employer, the Assignment Company and their affiliates in the Employee’s possession or open to the Employee’s access, including all designs, customer and price lists, printed material, documents, sketches, notes, drafts as well as copies thereof, as well as any objects belonging to the Employer or to an affiliate of the Employer. Any retention right is excluded.

During the term of this Agreement as well as for a period of 12 months after the termination of the employment relationship, the Employee shall neither entice away nor solicit nor try to entice away or to solicit any customers of the Assignment Company or its affiliated companies for whom the Employee was active or with whom the Employee was in contact during the last 12 months prior to the effective termination of the Employee’s activity for the Employer, nor directly nor indirectly act on behalf of such a customer, for example as an employee, consultant, agent, corporate body or employee of a third party, nor submit an offer for such an activity. Upon each violation of the Employee’s obligations under this Section IV.B, the Employee shall pay to the Assignment Company a contractual penalty in an amount equal to the Employee’s last annual gross salary.

Payment of the contractual penalty does not relieve the Employee from observing the obligations under this Section IV.B. The Assignment Company is furthermore entitled to seek judicial enforcement of the Employee’s obligations and/or to claim damages. The Assignment Company shall have a direct claim under this paragraph against the Employee.

C. Instructions

Instructions of the Employer and the Assignment Company must be followed, whereby those of the Employer take precedence. During the assignment, the Employee must comply with the instructions of the Assignment Company, the company regulations and the practices of the Assignment Company.

D. Obligation to report

The Employee who has to interrupt the assignment or is unable to carry it out must report this immediately to the Employer and the Assignment Company. For each change in the duration of work, working hours, place of work, type of work or home address, an addendum to this Employment Agreement must be prepared and signed by the Employer and the Employee.

E. Controls

The Employee accepts to undergo objectively justified and legally permissible controls, be it by video camera, control of personal belongings, a check of the computer hard disk, etc., to which the Employees of the Assignment Company are also subject.

F. Non-competition

In accordance with Art. 340 para. 2 Swiss Code of Obligations (CO), if the Employee in the course of their employment acquires knowledge of the Assignment Company’s trade secrets and manufacturing secrets and/or has insight into the Assignment Company’s customer base, the Employee shall not to perform any activity competing with the Assignment Company during the term of this Agreement as well as after the term of this Agreement for a period of six (6) months. After the termination of this Agreement the non-compete covenant shall be limited to Switzerland and the field of Business

In particular, the Employee agrees:

•not to have, directly or indirectly, any financial or other interest in a business or company which develops, produces, markets or distributes products substantially similar to the products of the Assignment Company or its affiliated companies or renders services similar to those rendered by the Assignment Company or its affiliated companies;

•not to accept any part or full time employment in such a company or to act as a consultant or representative or in any other form for such a company;

•not to directly or indirectly establish or operate such a company.

The Employee understands that a violation of the obligations under this Section F might cause serious damage to the Assignment Company. Upon any breach of the Employee’s obligations under this Section IV.F, the Employee shall pay to the Assignment Company an amount equal to the Employee’s last annual gross salary as a contractual penalty. The payment of the contractual penalty does not relieve the Employee from the non-compete obligations. The Assignment Company’s right to claim damages is expressly reserved. Furthermore, the Assignment Company shall in any event be entitled to seek judicial enforcement of the Employee’s obligations.

The Assignment Company shall have a direct claim under this Section IV.F.

V.Entering into force and termination

This Agreement shall be effective as of 5th November 2025 and last for an indefinite period.

The employment relationship can be terminated as follows:

•during the probationary period, this employment agreement may be terminated by either party at any time by respecting a notice period of 7 days

•after the end of the probationary period, this employment agreement may be terminated by either party by respecting a notice period of 1 month in the first year of service

•from the second year of service and up to and including the sixth year of service, this employment agreement may be terminated by either party by respecting a notice period of 2 months.

•after the seventh year of continuous service, this employment agreement may be terminated by either party by respecting a notice period of 3 months.

The notices can be effective as of any calendar day.

VI.Intellectual Property Rights

All intellectual property rights including but not limited to patent rights, design rights, copyrights and related rights, database rights, trademark rights and chip rights as well as any rights in know how ensuing from any work performed by the Employee during the term of the employment (hereinafter the “Intellectual Property Rights”), shall exclusively and directly vest in the Company. The Employee may not, without the Company’s written consent, disclose, multiply, use, manufacture, bring on the market or sell, lease, deliver or otherwise trade, offer on behalf of a third party, or register the results of the Employee’s work.

Insofar as certain Intellectual Property Rights mentioned above should not vest in the Company by operation of law or based above, the Employee covenants that the Employee will transfer and, insofar as possible, hereby transfers to the Company such rights. The Company may however renounce such transfer or transfer back to the Employee any such Intellectual Property Rights at any time. If a transfer should not be possible under the applicable law, then the Employee shall grant to the Company a perpetual, transferable, royalty-free license to use and exploit such Intellectual Property Rights in any way the Company sees fit.

The Employee acknowledges that the salary includes reasonable compensation for the loss of Intellectual Property Rights.

The Company is entitled to transfer the Intellectual Property Rights in full or in part to any third party. The Company and such third parties are not obliged to mention the Employee as the author if they publish any computer programs or other works. They are free to make any modifications, translations and/or other adaptations and/or can refrain from making any publications.

VII.Data protection

(1)For the purpose of implementing the employment relationship, the Employer, as the responsible body, collects, processes and uses personal data of the Employee automatically at the beginning and during the employment relationship. In particular, the following categories of data (hereinafter referred to as “Data”) are involved: name, address, date of birth, pension insurance number, nationality, marital status, education, application, past conduct in the Company, function title, job, area of experience, details on wages, performance appraisals, salary overviews, vacation days, information on the status of the employment relationship (terminated/ongoing).

(2)The Employee’s data will be passed on to external service providers, Excent as the Employer’s payroll provider, and/or its subsidiaries as well as the Assignment Company (hereinafter referred to collectively as “Contractors”), on the basis of written agreements that specify details of data collection, processing or use, technical and organizational measures and any subcontractual relationships which will assist the Employer in achieving the purposes described. The Contractors will be carefully selected by the Employer with special regard to the suitability of the technical and organizational measures taken by them and will be checked for compliance with these measures. If a Contractor is located in a country with an inappropriate level of data protection within the meaning of the Swiss Data Protection Act, the Employer shall ensure through appropriate contractual agreements that an appropriate level of data protection is established between the Employer and the Contractor.

(3)The Employee authorizes the Employer to keep the Employee’s application file and to process data concerning the Employee in the Employer’s computer systems, as well as to forward the Employee’s file to other branches and the Assignment Company or its affiliates and legal successors. The Employer is also authorized to obtain information from the previous employers. This authorization can be revoked in writing at any time.

VIII.Place of jurisdiction and applicable law; Miscellaneous

The ordinary Swiss courts shall have jurisdiction for any disputes arising from the present Employment Agreement.

The court at the domicile or registered office of the defendant or at the place where the Employee habitually carries out the work shall have jurisdiction (Art. 34 para. 1 CPC). In addition, the court at the place of business of the Assignment Company has jurisdiction (Art. 34(2) CPC).

Swiss law is applicable to the present Employment Agreement.

Should any provision of this Agreement be invalid, the validity of the remaining provisions shall not be affected. The parties undertake to replace the ineffective provision by an effective agreement which comes as close as possible to the ineffective provision in terms of interest and meaning.

The Employee confirms having read and understood this Employment Agreement and received a copy of it as well as the aforementioned information sheets.

Velocity Global Switzerland GmbH
c/o Centralis Switzerland GmbH
Kanzleistrasse 18
8004 Zürich

and

[***]

The Company and the Employee (hereinafter together the “Parties”) entered into an employment agreement dated November 5, 2025 (hereinafter the “Employment Agreement”). The Parties agree to amend the Employment Agreement as follows:

I.Amendment of Section II. General provisions

-Job function: The employee’s function will change to co-Chief Executive Officer.

-Allowance: The employee will be entitled to an allowance of CHF 1,000 gross per month to assist with the costs associated with a private healthcare plan.

-External tax advice: The Company shall engage a reputable tax advisory firm (such as EY or PwC) to provide the Employee with an initial tax consultation briefing. This briefing shall assist the Employee in comprehending the tax implications and obligations arising

from the employment relationship, including the preparation and filing of applicable tax returns where required.

Additionally, on an annual basis, the Company shall reimburse the Employee for a reasonable number of hours of tax consultation services with the same or equivalent firm. Such services shall encompass coordination of the Employee’s overall tax affairs across relevant jurisdictions, inclusive of tax filings attributable to the Employee’s engagement with the Company.

Reimbursement shall be subject to the Employee providing appropriate documentation, such as invoices.

-Qualifying Terminations: If, at any time, the Employee’s employment relationship is terminated without Cause or the employee resigns for Good Reason (each term as defined in the Employee’s equity award agreements with the Assignment Company), then, subject to the Employee signing and complying with a separation agreement and release in a form and manner reasonably satisfactory to the Company and the Assignment Company, the Company shall pay the Employee (i) a severance payment of thirteen (13) times the Monthly Base Salary (amounting to an annual base salary) gross, and (ii) for any incomplete financial year during which the Employee’s employment relationship ends, one hundred percent (100%) of the Employee’s target bonus for the then-current year based on target achievement set by the Company and/or the Assignment Company for such financial year. For any completed financial year prior to the termination of the employment relationship, the Employee shall receive a bonus as determined in accordance with the target achievement requirements set forth by the Company and/or the Assignment Company for such financial year, to be paid by the Company.

All other terms of the Employment Agreement shall be unaffected by this Addendum and remain in full force and effect.

Section VIII (Place of jurisdiction and applicable law; Miscellaneous) of the Employment Agreement shall also apply to this Addendum.

III.Entering into force

This Addendum shall be effective as of January 1, 2026.

1.DEFINITIONS

The definitions in this paragraph apply to this Variable Compensation Agreement and the annex attached hereto (the “Annex”).

1.1.Company: Velocity Global Switzerland GmbH

1.2.Employee or “you”: Luciano Fernández Gomez Any reference in the Annex to an employee refers to you as an employee of the Company.

1.3.Client: The client of the Company for which you are performing activities. Any mention of the name of a client or a function with the client in the Annex shall be interpreted as the “Client” of the Company without the need for further reference.

1.4.Agreement: This term refers to this Variable Compensation Agreement, including the Annex.

2.ABOUT THIS AGREEMENT

2.1.The Company operates a variable compensation scheme, which may include commissions or bonuses, whereby its employees may participate in variable payments based on the attainment of certain metrics while providing services. This scheme is designed to motivate and reward eligible employees for helping to drive growth for the Client. This Agreement describes the variable compensation framework.

2.2.The details contained in the Annex are included for the sole purpose of calculating the metrics for payment of variable compensation and do not amend the terms of this Agreement or any of the terms or conditions of your employment with the Company.

2.3.Nothing in this Agreement shall be construed to create an employment arrangement between the Employee and the Client.

2.4.Nothing in the Annex will entitle the Employee to benefits outside the scope of variable compensation, and the Annex does not lead to additional obligations for the Company beyond the scope of variable compensation.

2.5.Nothing in the Annex entitles the Employee to any Company or Client stock options, RSU, or equity.

2.6.Any conflicting terms of this Agreement and the Employee’s employment agreement shall be governed by the Employee’s employment agreement and in compliance with applicable law. Any conflicting terms between the Variable Compensation Agreement and the Annex shall be governed by the main body of this Variable Compensation Agreement.

3.TERM AND DURATION OF THE AGREEMENT

3.1.This Agreement is effective from the start date of the employment relationship between the Company and the Employee or other date mutually agreed to between the parties.

3.2.All business on or after this date shall be administered under this Agreement unless already paid under a previous agreement.

3.3.This Agreement supersedes and replaces any and all variable compensation, bonus, or commission plans, agreements, or terms previously in effect.

3.4.This Agreement will have a fixed duration, as stated in the Annex, and shall expire unless specifically renewed by the Company in writing.

4.SALES GOALS, TARGETS, AND METRICS

4.1.To qualify for variable compensation, the Employee must achieve the sales goals, metrics, and targets, as specified in this Agreement.

4.2.The specific targets, sales goals, and metrics that apply shall be set forth in the Annex, which may be amended from time to time by the Company.

5.VARIABLE COMPENSATION PAYMENTS

5.1.Any variable compensation, which may include but is not limited to commission or bonus payments, payable under this Agreement, will be paid in accordance with the terms of the Annex. Notwithstanding the foregoing, the Employee is not entitled to any commission or bonus payment unless the Employee has signed this Agreement and has agreed to the terms.

5.2.Variable compensation is subject to continued employment with the Company and continued performance of activities for the Client.

5.3.All amounts referenced in the Agreement are gross amounts. Employee acknowledges and agrees that: 1) any and all tax consequences in connection with the Agreement are for their own responsibility and account; and, 2) the Company will withhold from the variable compensation to the extent payable to Employee in accordance with the Agreement, any tax (including wage tax or social security premiums) as and when due to be withheld by applicable law.

5.4.Any variable compensation calculated or set in a currency other than the payment currency will be converted into the payment currency, based on the official exchange rate of 30 calendar days prior to the effective payment date, unless otherwise agreed.

6.MANAGEMENT DISCRETION

6.1.Subject to applicable local law, the Company, in its sole and absolute discretion, reserves the right to withdraw, vary, or amend this Agreement, including but not limited to the specific targets or metrics, and the amount of variable compensation payable at any time on reasonable notice to the Employee. The Company, in its sole and absolute discretion, reserves the right to make all determinations related to this Agreement/Annex.

6.2.The Employee shall not acquire a legal claim to this benefit even if it has been granted over a longer period of time.

6.3.The Agreement and the terms set forth herein shall in no way limit the right of the Company to terminate the employment of the Employee at any time, subject to applicable law. This Agreement does not constitute a continuation of employment or renewal of a fixed-term contract, if applicable.

7.SEVERABILITY AND GOVERNING LAW

7.1.If any term or other provision of this Agreement is determined to be invalid, illegal, or unenforceable, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect.

7.2.To the extent permitted by applicable law, the parties hereby waive their rights under any applicable law which prohibits or renders invalid or unenforceable any term or other provision of this Agreement.

7.3.This Agreement shall be governed by the relevant employment laws of the jurisdiction where the Employee provides services.

8.ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Company and the Employee regarding its subject matter, and supersedes and replaces any and all previous agreements, promises, assurances, warranties, representations, and understandings between the Employee and the Company, or the Employee and any of the Clients, whether written or oral, in relation to the subject matter of this Agreement.

On behalf of the Company    Employee

/s/ Helen Van Der Corput        /s/ Luciano Fernández Gomez    

Velocity Global Switzerland GmbH Luciano Fernández Gomez You are eligible to receive cash incentive compensation as determined by the Board of Directors (“Board”) or the Compensation Committee of the Board of Directors (“Compensation Committee”) of Klaviyo, Inc. (“Client”) beginning the first full year of your service to Client.

Your initial target annual incentive compensation will be fifty percent (50%) of your annualized base salary, and the actual amount of annual incentive compensation awarded to you, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time.

Except as otherwise provided herein, as may be provided by the Board or the Compensation Committee, as applicable, or as may otherwise be set forth in the applicable incentive compensation plan, you must be employed by Company and providing services to Client on the date such incentive compensation is paid in order to earn or receive any annual incentive compensation.

December 8, 2025

[***]

Re:    RSU and PSU Intention Letter

Dear Chano:

Further to our discussions, this letter outlines the proposal to you by Klaviyo, Inc. (the “Company”) regarding awards of (i) time-based restricted stock units (“RSUs”) and (ii) performance stock unit (“PSUs”).

(i)Restricted Stock Unit Award

Subject to approval by the Board of Directors of the Company (the “Board”) or a committee thereof, it is intended that you will receive an RSU award with an initial equity value of $33,000,000.00 (the “Initial RSU Equity Value”) under the Company’s 2023 Stock Option and Incentive Plan (as may be amended, and together with any appendices or sub-plans, the “Plan”), which will be subject to vesting pursuant to the terms of the Plan and the equity award grant documents (the “RSU Award”).

The number of RSUs that it is intended for you to receive will be determined by dividing the Initial RSU Equity Value by the average closing market price on the New York Stock Exchange of one share of the Company’s Series A common stock, par value $0.001 per share (“Series A Common Stock”) during the 30-day period ending on the effective date of grant, rounded down to the nearest whole share. The RSU Award, to the extent granted, will vest in twelve approximately equal quarterly installments on the Company’s standard vesting dates, subject to your continued service with the Company as co-Chief Executive Officer through the applicable vesting date. Additionally, in the event that your service relationship is terminated by us without “cause” or by you for “good reason” (such terms to be defined in your RSU award grant documents), in each case, within eighteen months from the start of your service relationship as co-Chief Executive Officer of the Company, fifty percent (50%) of your then outstanding and unvested RSUs will become fully vested on the date of such termination. Further, in the event of a “sale event” (such term to be defined in your RSU award grant documents), all of your then outstanding and unvested RSUs will become fully vested upon the closing of such “sale event,” subject to your continued service as co-Chief Executive Officer through the closing of the “sale event.” On vesting of the RSU Award, if any, the Company will deliver one share of Series A Common Stock for each vested RSU.

(ii)Performance Stock Unit Award

In addition, subject to approval by the Board or a committee thereof, it is intended that you will receive a performance stock unit award with an initial equity value of $36,000,000.00 (the “Initial PSU Equity Value”) under the Plan, which will be subject to vesting pursuant to the terms of the Plan and the equity award grant documents (the “PSU Award” and together with the RSU Award, the “Equity Awards”).

The number of PSUs that it is intended for you to receive will be determined by dividing the Initial PSU Equity Value by the average closing market price on the New York Stock Exchange of one share of Series A Common Stock during the 30-day period ending on the effective date of grant, rounded down to the nearest whole share. The PSU Award, to the extent granted, will vest in up to four tranches over a five-year measurement period, subject to the achievement of specified performance targets tied to the trading price of the Series A Common Stock and more fully described in your PSU award grant documents, and your continued service with the Company as co-Chief Executive Officer through the applicable vesting date. Additionally, to the extent that a performance target is met for any tranche during any applicable measurement period and the closing of the “sale event” (such term to be defined in your PSU award grant documents) occurs prior to the vesting date for the applicable tranche(s), the vesting of the applicable tranche(s) shall occur on the closing of the “sale event,” subject to your continued service as co-Chief Executive Officer through the closing of the “sale event.” Further, in the event that your service relationship is terminated by us without “cause” or by you for “good reason” (such terms to be defined in your PSU award grant documents), in each case, within eighteen months from the start of your service relationship as co-Chief Executive Officer of the Company, then to the extent that a performance target is met for any tranche during any applicable measurement period and the termination of your service relationship occurs thereafter but prior to the vesting date for the applicable tranche(s), the vesting of the applicable tranche(s) shall occur on the date of the termination of your service relationship. On vesting of the PSU Award, if any, the Company will deliver one share of Series A Common Stock for each vested PSU.

For the avoidance of doubt, nothing herein affects your existing equity awards with the Company, which shall remain in full force and effect, subject to the terms of the Plan and the applicable equity awards.

You would be responsible for, and required to indemnify the Company and all group companies against, all and any liability to taxation or social security contributions, arising in connection with the Equity Awards (whether on the grant, holding, vesting, delivery of shares pursuant to it or otherwise). Please note that neither the Company nor any member of its group nor any of their officers or employees is able to provide tax or social security advice to you. If you are in any doubt as to your tax and/or social security position, you should consult an appropriately qualified independent professional adviser.

The terms of the Equity Awards, if granted by the Board or a committee thereof, would also include any provisions necessary or advisable in order to comply with the laws of the local jurisdiction in which you reside and the Equity Awards would be subject always to the terms and conditions applicable to awards granted under the Plan, as described in the Plan and the applicable award agreements, which you will be required to sign, and all applicable laws.

Please note that any grant of the Equity Awards and any further equity awards made to you will be separate to any other agreement you may enter into with the Company or any other group company, including for any provision of services or employment with any such company. Your rights, if any, in respect of or in connection with the Equity Awards are derived solely from the discretionary decision of the Company to permit you to participate in the Plan and to benefit from discretionary Equity Awards.

Although management of the Company will recommend to the Board or a committee thereof that you be granted the Equity Awards as described herein, you have no right to receive the Equity Awards, or any right to have the Equity Awards subject to the specific terms set forth herein, unless the grant is approved by the Board or a committee thereof.

[Signature Page Follows]

Yours sincerely,

/s/ Landon Edmond

Landon Edmond

Title: Chief Legal Officer, General Counsel, and Secretary

Address: 125 Summer St, 6th Floor, Boston, Massachusetts 02110, USA

I have read and understand this letter:

/s/ Luciano Fernández Gomez

Address: [***]

BOSTON, December 9, 2025 — Klaviyo (NYSE: KVYO), the B2C CRM, today announced that Chano Fernández has been appointed co-CEO, effective January 1, 2026. Fernández will lead Klaviyo alongside Co-Founder and co-CEO Andrew Bialecki, bringing global enterprise leadership expertise to support the company’s next phase of growth.

In their respective roles as co-CEOs, Bialecki will now focus fully on driving Klaviyo’s AI vision and building AI-first products, while Fernández will lead go-to-market, operations, and general & administrative functions.

“We have a saying at Klaviyo: ‘We’re 1% done.’ With AI unlocking possibilities for B2C businesses that were unimaginable even a year ago, that mindset has never felt more true,” said Andrew Bialecki, co-CEO of Klaviyo. “This is a once-in-a-generation technology shift, and we intend to lead it. To move at the speed AI demands, we’re strengthening an already strong team. Chano’s track record leading world-class global organizations — along with his deep familiarity with Klaviyo — made this an extraordinary opportunity we had to seize. With Chano driving GTM and global operations, I can stay focused on developing the AI-first products that will shape the next decade of Klaviyo and accelerate our innovation even further. I’m thrilled to welcome him as co-CEO and energized by what we’ll build next for our customers.”

Fernández brings a proven track record of scaling global enterprise businesses and leading organizations through major inflection points. He played key leadership roles at SAP, served as co-CEO of Workday where he helped expand the company’s global and enterprise footprint, and most recently was co-CEO of Eightfold, an AI-native platform undergoing rapid growth and innovation. In addition to his CEO experience, Fernández knows Klaviyo well—he has served on the company’s Board for the past two years and most recently stepped in as Interim Executive Officer. He now brings this combination of global enterprise leadership and firsthand understanding of Klaviyo’s customers and product to help accelerate the company’s momentum and drive its next phase of growth.

“It has been a privilege to have a front-row seat to Klaviyo’s amazing growth and get to know its customers, culture and product,” said Chano Fernández, incoming co-CEO. “This is a pivotal moment for our industry — AI is reshaping how brands understand and deepen relationships with their consumers. I am excited to advance our position as the B2C CRM market leader and help our customers harness this transformation in ways that drive real business impact. Andrew is exactly the kind of passionate and forward-thinking leader who I am energized to work beside. He’s a builder at heart, and together we’ll push Klaviyo further than ever. I am thrilled to partner with him and the entire leadership team to take Klaviyo successfully into the next chapter.”

The appointment enhances Klaviyo’s capacity to pursue global opportunities, advance up-market, and lead the AI revolution in B2C CRM. With a co-CEO model, the company gains additional focus across its most important priorities and doubles its leadership horsepower to match its ambition — marking an exciting milestone for Klaviyo at an extraordinary moment in the industry.

Klaviyo (NYSE: KVYO) is the B2C CRM. Powered by its built-in data platform and AI, Klaviyo combines marketing automation, analytics, and customer service into one unified solution, making it easy for businesses to know their customers and grow faster. Klaviyo (CLAY-vee-oh) helps over 183,000 brands like Mattel, Glossier, Daily Harvest, and Liquid Death deliver 1:1 experiences at scale, improve efficiency, and drive revenue.

Source: Klaviyo, Inc.

Ryan Flaim
ir@klaviyo.com

Danielle Zanatta

press@klaviyo.com

This press release includes certain “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Other than statements of historical facts, all statements contained in this press release, including, but not limited to, statements about the benefits of the co-Chief Executive Officer model and the allocation of responsibilities between our co-Chief Executive Officers, our expectations regarding possible or assumed growth and innovation opportunities, our ability to advance our vision and long-term growth plans, the value of artificial intelligence in our product strategy, and other similar matters. Words such as “aim,” “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “going to,” “guidance,” “intend,” “keep,” “may,” “opportunity,” “outlook,” “plan,” “potential,” “predict,” “project,” “shall,” “should,” “strategy,” “target,” “will,” “would,” or words of similar meaning or similar references to future periods may identify these forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements reflect management’s beliefs, expectations and assumptions about future events as of the date hereof, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control.

These risks include, among others, the following: the success of our co-Chief Executive Officer model; our ability to achieve future growth and sustain our growth rate; our ability to successfully execute our business and growth strategy, such as the success of our investment in our key growth initiatives and our ability to recognize effective areas for growth; our ability to successfully integrate with third-party platforms; our relationships with third parties, such as our marketing agency and technology partners; unfavorable conditions in our industry; our ability to attract new customers, including mid-market and enterprise customers, retain revenue from existing customers and increase sales from both new and existing customers; our ability to leverage artificial intelligence and machine learning in our products; our ability to sustain strong international growth; the success of our marketing and sales strategies; costs and expenses associated with being a public company; and the impact of macroeconomic factors, including tariffs, as well as other risks and uncertainties set forth under the caption “Risk Factors” and elsewhere in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission (the “SEC”), and the other filings and reports we make with the SEC from time to time, which may be obtained on our Investor Relations website at https://investors.klaviyo.com and on the SEC website at www.sec.gov. Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor(s) may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make. In light of the risks, uncertainties, assumptions, and other factors, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Therefore, you should not rely on any of the forward-looking statements. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. Other than as required by law, we assume no obligation to update any forward-looking statements contained in this press release in the event of new information, future developments or otherwise.