EXHIBIT 3.1(a)
SECOND AMENDED AND RESTATED BYLAWS OF
LINEAGE CELL THERAPEUTICS, INC.
a California corporation
OFFICES
MEETINGS OF SHAREHOLDERS
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Every form of proxy or written consent, which provides an opportunity to specify approval or disapproval with respect to any proposal, shall also contain an appropriate space marked “abstain,” whereby a shareholder may indicate a desire to abstain from voting his or her shares on the proposal. A proxy marked “abstain” by the shareholder with respect to a particular proposal shall not be voted either for or against such proposal. In any election of directors, any form of proxy in which the directors to be voted upon are named therein as candidates and which is marked by a shareholder “withhold” or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld shall not be voted either for or against the election of a director.
Any shareholder directly or indirectly soliciting proxies from other shareholders must use a form of appointment of proxy (i.e., a proxy card) that is a color other than white. A white-colored proxy card shall be reserved for the exclusive use by the Board of Directors.
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DIRECTORS
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COMMITTEES
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OFFICERS
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INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
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RECORDS AND REPORTS
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GENERAL CORPORATE MATTERS
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AMENDMENTS
EMERGENCY PROVISIONS
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CERTIFICATE OF ADOPTION OF
AMENDED AND RESTATED BYLAWS OF
LINEAGE CELL THERAPEUTICS, INC.
The undersigned hereby certifies that he is the duly elected, qualified and acting General Counsel and Corporate Secretary of Lineage Cell Therapeutics, Inc., a California corporation (the “Corporation”), and that the foregoing amended and restated bylaws were adopted as the Corporation’s bylaws as of June 11, 2024 by the Corporation’s Board of Directors.
The undersigned has executed this Certificate as of June 11, 2024.
| /s/ George A. Samuel III |
| George A. Samuel III |
| General Counsel and Corporate Secretary |
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