EXHIBIT 3.1(b)
SECOND AMENDED AND RESTATED BYLAWS OF
LINEAGE CELL THERAPEUTICS, INC.
a California corporation
OFFICES
MEETINGS OF SHAREHOLDERS
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(b) Notice shall not be given by electronic transmission by the Corporation after either one of the following: (i) the Corporation is unable to deliver 2 consecutive notices to the shareholder by that means; or (ii) the inability to so deliver such notices to the shareholder becomes known to the Secretary, any Assistant Secretary, the transfer agent, or other person responsible for the giving of the notice.
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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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(a) Annual Meetings of Shareholders. At any annual meeting of shareholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors or by any shareholder of the Corporation who is entitled to vote with respect thereto and who complies with the notice procedures set forth in this Section 14.
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(c) Advance Notice of Director Nominations for Special Meetings. For a special meeting of shareholders at which directors are to be elected, nominations of persons for election to the Board of Directors shall be made only: (i) by or at the direction of the Board of Directors or by a committee of directors appointed by the Board of Directors and authorized to nominate persons for election as directors; or (ii) by any Proposing Shareholder who: (A) is a shareholder of record at the time of the giving of the notice required by this Section 14(c) and on the record date for the determination of shareholders entitled to vote at the special meeting; and (B) delivers a timely written notice of the nomination to the Secretary of the Corporation that includes the information set forth in Sections 14(a) and 14(b) of this Article II. To be timely, such notice must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which a public announcement is first made of the date of the special meeting and of the Nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment, rescheduling or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a Proposing Shareholder’s notice. A person shall not be eligible for election or re-election as a director at a special meeting unless the person is nominated: (i) by or at the direction of the Board of Directors or by a committee of directors appointed by the Board of Directors and authorized to nominate persons for election as directors; or (ii) by a Proposing Shareholder in accordance with the notice procedures set forth in this Section 14(c). In addition, a Nominee shall not be eligible for election or re-election if a Proposing Shareholder takes action contrary to the representations made in the information provided to the Corporation by the Proposing Shareholder or Nominee or if such information contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the special meeting shall,
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if the facts warrant, determine, and declare at the meeting that a nomination or business was not made in accordance with the procedures prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.
DIRECTORS
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(b) Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the Corporation. In case the notice is mailed, it shall be deposited in the United States mail at least 4 days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone, it shall be delivered personally or by telephone or at least 48 hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director.
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(c) The notice need not specify the purpose of the meeting nor the place if the meeting is to be held: (i) at the principal executive office of the Corporation; or (ii) by conference telephone or similar communication equipment as provided in Section 5 of this Article III.
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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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(b) The Corporation may, in lieu of issuing shares of capital stock in certificated form and, if applicable, in compliance with Section 416(b) of the Code, issue shares of capital stock in book entry form, either directly or through the services of a transfer agent and registrar appointed by the Corporation; provided, however, that the registered holder of any shares of capital stock issued in book entry form shall have the right, upon written request to the Corporation or the Corporation’s designated transfer agent and registrar, to receive a certificate or certificates complying with Section 4(a) of this Article VIII evidencing shares of capital stock that had theretofore been issued to such shareholder in book entry form.
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AMENDMENTS
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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 August 9, 2019,June 11, 2024 by the Corporation’s Board of Directors.
The undersigned has executed this Certificate as of August 9June 11, 20192024.
| /s/ Chase C. LeavittGeorge A. Samuel III |
| Chase C. LeavittGeorge A. Samuel III |
| General Counsel and Corporate Secretary |
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