UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

AquaBounty Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS

MAY 17,OCTOBER 12, 2022

The 2022 annualA special meeting of stockholders (the “Special Meeting”) of AquaBounty Technologies, Inc. (“AquaBounty” or the “Company”) will be held on May 17,October 12, 2022, at 8:30 a.m. Eastern Time. This year, the annual meetingThe Special Meeting will be held entirely online due to the continuing public health impact of the coronavirus (COVID-19) outbreak and to support the health and well-being of our partners, employees, and stockholders. You will be able to attend and participate in the annual meetingSpecial Meeting by visiting www.meetnow.global/MC57T9H,meetnow.global/MLKARJ9, where you will be able to listen to the meeting live, submit questions, and vote. This year’s meeting is being held for the following purposes:

After careful consideration,the board of directors of the Company (the “Board”) recommends a vote “FOR” the Ratification (Proposal 1); and “FOR” the Adjournment Proposal (Proposal 2).

As described in the definitive proxy statement relating to serve on our Board of Directors for a one-year term of office until the nextCompany’s May 27, 2022 annual meeting of stockholders (the “2022 Annual Meeting”), which was filed with each directorthe SEC on April 14, 2022 (as supplemented by the additional definitive soliciting material filed with the SEC on May 16, 2022, the “2022 Annual Meeting Proxy Statement”), the Share Increase Amendment was proposed to hold office until hisincrease the authorized number of shares of Common Stock in order to, among other reasons, provide the Company with the future ability to raise the capital necessary to continue and grow its operations.

At the 2022 Annual Meeting, the Company’s stockholders voted on the Share Increase Amendment. Consistent with the applicable rules concerning the manner in which brokerage firms, banks, broker-dealers, or her successorother similar organizations (collectively, “brokers and/or other nominees”) may exercise discretionary authority to vote on “routine” matters, certain shares of Common Stock held by brokers and/or other nominees and with respect to which the beneficial owners had not provided their broker and/or other nominee with voting instructions were voted by the brokers and/or other nominees in favor of the approval of the Share Increase Amendment. Such votes, and others cast by the Company’s stockholders, were tabulated by the Company’s inspector of elections in accordance with the applicable NYSE rules and, based on the tabulation, the inspector of elections determined that the proposal to approve the Share Increase Amendment was adopted by the requisite vote of stockholders and certified that the proposal had passed. Following this approval, the Company filed the Share Increase Amendment with the Secretary of State on May 27, 2022, and it became effective on the same date.

On June 24, 2022, the Company received a letter on behalf of a stockholder alleging that disclosures in the 2022 Annual Meeting Proxy Statement regarding the authority of brokers and/or other nominees to vote on the Share Increase Amendment in the absence of instructions from the beneficial owners of the applicable shares were inconsistent with how votes were tabulated and counted. For this reason, the stockholder suggested that the votes of brokers and/or other nominees should not have been counted with respect to the Share Increase Amendment, and that the Board should deem the Share Increase Amendment ineffective and make appropriate disclosure of such determination, or seek valid stockholder approval of the Share Increase Amendment.

The Board believes it was and is duly electedappropriate to include the affirmative votes cast by brokers and/or other nominees pursuant to their discretionary authority in the tabulation of votes in favor of the Share Increase Amendment and, qualified or until his or her earlier resignation or removal;

Forward-Looking Statements

This proxy statement contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, as amended, that involve significant risks and uncertainties about AquaBounty. AquaBounty may use words such as “expect,” “anticipate,” “project,” “intend,” “plan,” “aim,” “believe,” “seek,” “estimate,” “can,” “focus,” “will,” and “may,” similar expressions and the negative forms of such expressions to identify such forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are risks relating to, among other things, whether or not AquaBounty will be able to raise additional capital, market and other conditions, AquaBounty’s business and financial condition, and the impact of general economic, public health, industry or political conditions in the United States or internationally. For additional disclosure regarding these and other risks faced by AquaBounty, see disclosures contained in AquaBounty’s public filings with the Securities and Exchange Commission, including the “Risk Factors” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. You should consider these factors in evaluating the forward-looking statements included in this proxy statement and not place undue reliance on such statements. The forward-looking statements are made as of the date hereof, and AquaBounty undertakes no obligation to update such statements as a result of new information, except as required by law.

i

2 Mill & Main Place, Suite 395

Maynard, Massachusetts 01754

PROXY STATEMENT

FOR THE ANNUALSPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 17,OCTOBER 12, 2022

GeneralABOUT THE SPECIAL MEETING

This Proxy Statement and the accompanying form of proxy statement isare being furnished to our stockholders in connection with the solicitation of proxies by ourthe Board of Directors (the “Board”) of AquaBounty Technologies, Inc. (“Board”we,” “us,” “our,” “AquaBounty” or the “Company”) for use at our annualspecial meeting of stockholders (the “Special Meeting”) to be held on May 17,October 12, 2022, at 8:30 a.m., Eastern Time.Time, and any adjournments, continuations or postponements thereof. The meeting will be held via a live webcast available at www.meetnow.global/MC57T9H, formeetnow.global/MLKARJ9.

What is the purpose of the Special Meeting?

The purpose of the Special Meeting is to confirm certain matters that were previously approved by our stockholders. Specifically, at our Special Meeting, stockholders will act upon the following purposes:matters outlined in the notice of Special Meeting (the “Notice”):

After careful consideration,the Board recommends a vote “FOR” the Ratification (Proposal 1); and “FOR” the Adjournment Proposal (Proposal 2).

As described in this Proxy Statement, although our Board of Directors for a one-year term of office untilbelieves the nextShare Increase Amendment was properly approved at the Company’s May 27, 2022 annual meeting of stockholders with each director(the “2022 Annual Meeting”), was properly filed and is currently effective, because there may be uncertainty regarding the validity or effectiveness of the Share Increase Amendment, our Board is submitting the Ratification to hold office until histhe Company’s stockholders pursuant to Section 204 of the Delaware General Corporation Law (the “DGCL”) to eliminate such uncertainty and risk of any litigation in connection therewith. Under Section 204 of the DGCL, stockholders of record as of March 30, 2022 (the record date of the 2022 Annual Meeting), other than holders whose identities or her successoraddresses cannot be determined from our records, are entitled to notice of the Special Meeting, but are not entitled to attend the Special Meeting or to vote on any matter presented at the Special Meeting unless they were also holders of our Common Stock as of the close of business on August 24, 2022 (the “Record Date”).

It is duly electedimportant to note that approval of the Ratification will:

NOT dilute your ownership in AquaBounty;

NOT change the total number of shares of Common Stock that are currently outstanding;

NOT change the number of shares of Common Stock that you currently own; and qualified or until his or her earlier resignation or removal;

NOT change the amount of Common Stock covered under the Share Increase Amendment.

The Ratification WILL merely confirm certain matters that were previously approved by our stockholders.

Why is the Company seeking stockholder approval of the Ratification (Proposal 1) under Section 204 of the DGCL, and what is the effect of that?

Our Board desires to ratify the appointmentShare Increase Amendment to eliminate any uncertainty related to the validity and effectiveness of Deloitte & Touche LLP (“Deloitte”such items. Section 204 of the DGCL provides that no defective corporate act will be void or voidable solely as a result of a failure of authorization of that defective corporate act if it is ratified as provided in Section 204 or validated by the Delaware Court of Chancery in a proceeding brought under Section 205 of the DGCL. Thus, Section 204 allows a Delaware corporation, by following specified procedures, to ratify an arguably defective corporate act . The effect of ratification under Section 204 is that the corporate act is validated retroactive to the date the corporate act was originally taken. Although the Board believes that the Share Increase Amendment was properly approved and is effective, ratification will eliminate all doubt.

What are the consequences if the Ratification (Proposal 1) is not approved by stockholders?

If the Ratification is not approved by the requisite vote of our stockholders, we will not be able to file a certificate of validation in respect of the Share Increase Amendment (the “Certificate of Validation”) as our independent registered public accounting firm forwith the fiscal year ending December 31, 2022;

This Proxy Statement and the accompanying form of Proxy Materialsproxy are expected to be first sent or given to our stockholders, as well as the other persons entitled to receive notice under Section 204 of the DGCL, on or about [•], 2022.

Why did multiple stockholders at my address receive only one copy of the proxy materials?

Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of the Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2021, as applicable,proxy materials is being delivered to multiple stockholders sharing an address unless we have received contrary instructions. We will promptly deliver a separate copy of

What are the procedures for voting?

Your vote is very important. Whether or not be counted for purposes of determining whether a proposal has been approved.you plan to attend the Special Meeting, please vote by proxy in accordance with the instructions on your proxy card or voting instruction card (from your broker and/or other nominee).

Voting Procedure

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Computershare, you are a stockholder of record and you received the proxy materials by mail with instructions regarding how to view our proxy materials on the internet,Internet, how to receive a paper or email copy of the proxy materials, and how to vote by proxy. You can vote via the live webcast of the annual meetingSpecial Meeting at www.meetnow.global/MC57T9Hmeetnow.global/MLKARJ9 or by proxy. There are three ways stockholders of record can vote by proxy: (1) by telephone (by following the instructions on the proxy card; (2) by internet (by following the instructions provided on the proxy card); or (3) by mail, (by completing and returning the proxy card enclosed in the proxy

By email

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail

Computershare

AquaBounty Technologies, Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

To attend the annual meeting after you have registered,Special Meeting as a “street name” holder, following registration, visit www.meetnow.global/MC57T9Hmeetnow.global/MLKARJ9 and follow the instructions on the notice or proxy card that you received. We encourageAccess to the webcast will begin on October 12, 2022, at 8:15 a.m., Eastern Time, and you should allow ample time for check-in procedures.

Can I ask questions at the meeting?

If you wish to accesssubmit a question during the Special Meeting, and are entitled to do so as a stockholder of record or stockholder in “street name” as of the Record Date, you may log into, and submit a question on, the virtual meeting platform by following the instructions provided through the platform. All questions presented should relate directly to the proposals under discussion. Questions from multiple stockholders on the same topic or that are otherwise related to a particular topic may be grouped, summarized and answered together. If questions submitted are irrelevant to the business of the Special Meeting or are out of order or not otherwise suitable for the conduct of the Special Meeting, as determined by the Chair or Corporate Secretary in their reasonable judgment, we may choose to not address them. If there are any matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, such matters may be raised separately after the Special Meeting.

Our Special Meeting will be governed by the meeting’s Rules of Conduct, which will address the ability of stockholders to ask questions during the meeting and rules for how questions will be recognized and addressed. The meeting’s Rules of Conduct will be available on meetnow.global/MLKARJ9 prior to the Special Meeting.

What do I do if I experience technical issues during the meeting?

The virtual meeting platform is supported across browsers and devices running the most updated version of applicable software and plug-ins. Participants should give themselves plenty of time to log in and ensure they have a strong Internet connection and they can hear streaming audio prior to the start time leaving ample time forof the check in.meeting.

Although weApproximately 15 minutes prior to the start of and through the conclusion of the Special Meeting, a support team will be ready to assist stockholders with any technical difficulties they may have in accessing or hearing the virtual meeting. If you encounter technical difficulties with the virtual meeting platform on the meeting day, please call the technical support number that will be posted on the meeting website.

Additional information regarding technical and logistical issues, including technical support during the Special Meeting, will be available at meetnow.global/MLKARJ9, which stockholders should refer to in the event that the Special Meeting is adjourned in the event of a technical failure or similar issues.

How do not knowI revoke a proxy?

If you are a stockholder of any business to be considered at the annual meeting other than the proposals described in this proxy statement, if any other business is presented at the annual meeting, your signed proxy or your authenticated internet or telephone proxy will give authority to each of Sylvia Wulf, David A. Frank and Angela M. Olsen to vote on such matters at his or her discretion.

attending the annual meeting via the live webcast available at www.meetnow.global/MC57T9H and voting.

MATTERS TO BE CONSIDERED AT ANNUALTHE SPECIAL MEETING

PROPOSAL ONE:1:

ELECTION OF DIRECTORS

Our Charter provides for the appointment to our Board of up to nine directors, who are elected for a one-year term to hold office until the next annual meeting of our stockholders or until removed from office in accordance with our bylaws. The nominees named below have agreed to serve if elected, and we have no reason to believe that they will be unavailable to serve. If, however, the nominees named below are unable to serve or decline to serve at the time of the annual meeting, the proxies will be voted for any nominee who may be designated by our Board. Theodore J. Fisher, Alana D. Kirk and James C. Turk, Jr. are not standing for re-election at the annual meeting, and as a result, their terms as directors will end at the annual meeting. Our Board has nominated Erin Sharp and Michael Stern to fill two of the three vacated director positions and is currently conducting a search for a third candidate. Unless a stockholder specifies otherwise, a returned, signed proxy will be voted FOR the election of each of the nominees listed below.

The following table sets forth information with respect to the persons nominated for re-election at the annual meeting:

Richard J. Clothier. Mr. Clothier has served as Chairman of the Board of Directors of AquaBounty since April 2006. He has served as the Chairman of Robinson Plc (LSE:RBN)) from 2004 to 2018, of Spearhead International Ltd from 2005 to 2015. Mr. Clothier retired as Group Chief Executive of PGI Group Plc, an international agricultural products producer, following 20 years with Dalgety Plc, where he was chief executive officer of the genetics firm Pig Improvement Company until 1992 and then Group Chief Executive Officer until 1997. Since 2005 Mr. Clothier has served as an advisor to the board assessment company, Boardroom Review Ltd. He holds a Bachelor of Science in Agriculture from Natal University and attended the Advanced Management Program at Harvard Business School. Mr. Clothier’s extensive experience, both as an executive in the food industry and as a director of public and private companies, provides considerable operating, strategic, and policy knowledge to our Board of Directors.

Ricardo J. Alvarez. Dr. Alvarez joined the Board of AquaBounty in March 2021. He is currently the CEO of Passport Foods (SVC), LLC, a leading manufacturer of branded and private label Mexican and Asian food products to all channels of distribution. Prior to Passport Foods, he served as President and CEO of various food manufacturing companies, including Richelieu Foods Inc., Ruiz Foods, Anita’s Foods, Overhill Farms and Raymundo’s Food Products. In his 25 years as a leader in the packaged food industry, Dr. Alvarez has implemented growth strategies including new go-to-market initiatives, geographic expansion and innovations of both product and packaging. Dr. Alvarez also has extensive board experience, having served on the boards of Bush Brothers Inc., Clement Pappas Inc., Ruiz Foods and Clear Springs Foods. He currently serves on the board of Phelps Pet Products Inc. Dr. Alvarez brings operational and food industry experience to our Board of Directors.

The Board believes it was and is appropriate to include the affirmative votes cast by brokers and/or other nominees pursuant to their discretionary authority in the tabulation of votes in favor of the Share Increase Amendment and, thus, that the Share Increase Amendment was properly approved and is effective. However, to avoid potential future litigation risk, and to eliminate any uncertainty as to the Share Increase Amendment and the validity of shares of Common Stock that in the future may be issued by virtue of the Share Increase Amendment, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to ratify the approval, filing and effectiveness of the Share Increase Amendment pursuant to Section 204 of the DGCL. In furtherance of this Ratification, the Board unanimously adopted the resolutions attached hereto as Appendix A on August 3, 2022, resolving, among other things, to approve the ratification of the Share Increase Amendment, subject to stockholder ratification, and recommend that stockholders approve the ratification of the Share Increase Amendment. If the Ratification is approved by our stockholders and becomes effective, the ratification of the Share Increase Amendment will be retroactive to May 27, 2022, which was the date of the filing and effectiveness of the Share Increase Amendment with the Secretary of State.

The Ratification will provide the Company with certainty regarding the ability to raise the capital necessary to continue and grow its operations by providing sufficient reserves of authorized issuedbut unissued shares to generally support growth and outstanding.

Potential Adverse Effectsto provide flexibility for future corporate needs, including but not limited to grants under equity compensation plans, stock splits, financings, potential strategic transactions, as well as other general corporate transactions. No specific transaction was contemplated in connection with the Share Increase Amendment, and as of Proposedthis date, none of the shares authorized by the Share Increase Amendment

If this Amendment have been issued. Once the Ratification is adopted,approved, the additional authorized shares of Common Stock can be issued or reserved withpursuant to the Share Increase Amendment will enable us to issue shares in the future in a timely manner and under circumstances we consider favorable without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

Our Board recommends that you vote “FOR” the Ratification.

Matters Related to Section 204 of the DGCL

Sections 204 and 205 of the DGCL are attached hereto as Appendix B.

Section 204 of the DGCL allows a Delaware corporation, by following specified procedures, to ratify a corporate act retroactive to the date the corporate act was originally taken. Our Board at times, in amounts and upon termsbelieves that the Board may determine, without additional stockholder approval, exceptShare Increase Amendment was properly approved and is effective. However, to avoid potential future litigation risk and to eliminate any uncertainty as may be required by applicable law. The issuanceto the Share Increase Amendment and the validity of any of the additional authorized shares of Common Stock that in the future may dilutebe issued by virtue of the proportionate ownershipShare Increase Amendment, on August 3, 2022, our Board determined that it would be advisable and voting powerin the best interests of existingthe Company and its stockholders to ratify the approval, filing and effectiveness of the Share Increase Amendment pursuant to Section 204 of the DGCL and unanimously adopted the resolutions attached hereto as Appendix A (such resolutions are incorporated herein by reference) approving the Ratification. Our Board also recommended that our stockholders approve the Ratification for purposes of Section 204, and directed that the Ratification be submitted to our stockholders entitled to vote thereon for approval.

Subject to the receipt of the required vote of our stockholders to approve the Ratification, we expect to file the Certificate of Validation with respect to the Share Increase Amendment with the Secretary of State promptly after the adjournment of the Special Meeting. The filing date of the Certificate of Validation with the Secretary of State will be the validation effective time of the Ratification within the meaning of Section 204 of the DGCL.

If the Ratification becomes effective, under the DGCL, any claim that (i) the Share Increase Amendment ratified pursuant to the Ratification is void or voidable due to a failure of authorization or (ii) the Delaware Court of Chancery should declare, in its discretion, that the Share Increase Amendment not be effective or be effective only on certain conditions must be brought within 120 days from the validation effective time in respect of the Ratification, which will occur upon the effectiveness of the filing of the Certificate of Validation with the Secretary of State. If the Ratification is approved at the Special Meeting, we expect to file the Certificate of Validation promptly after the adjournment of the Special Meeting.

stockholders, and their issuance, orConsequences if the possibility of their issuance, may depressRatification is Not Approved by Our Stockholders

If the market priceRatification is not approved by the requisite vote of our Common Stock. Other than pursuantstockholders, we will not be able to file the termsCertificate of our outstanding stock optionsValidation with the Secretary of State and warrants, we dothe Share Increase Amendment will not be ratified in accordance with Section 204 of the DGCL. The failure to approve the Ratification may leave us exposed to potential claims that (i) the Share Increase Amendment did not receive requisite stockholder approval at the 2022 Annual Meeting, and therefore was not validly filed with the Secretary of State and is not currently effective, (ii) as a result, the Company does not have any existing plans, proposals or arrangements, written or otherwise, to issue any of the additional authorized shares of Common Stock.

The availability of additionalsufficient authorized but unissued shares of Common Stock to permit future issuances of Common Stock, including pursuant to outstanding warrants, stock options and Preferred Stock may enable our Board to render it more difficult, or discourage an attempt to obtain controlother convertible securities, and (iii) actions taken by the Company in reliance on the effectiveness of the Share Increase Amendment were improperly effected, although the Company which may adversely affectbelieves that any such claims would be without merit. In addition, the market price of our Common Stock. If in the due exercise of its fiduciary obligations, for example, our Board werefailure to determine that a takeover proposal were not in our best interests, such shares could be issued by the Board without stockholder approval in (i) one or more private placements or other transactions that might prevent, render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group or creating a substantial voting bloc in institutional or other hands that might support the position of the incumbent Board or (ii) an acquisition that might complicate or preclude the takeover. This proposal is not prompted by any specific effort or takeover threat currently perceived by management.

Risks of Non-Approval

Given that approximately 90% of our currently authorized Common Stock as of March 16, 2022 were either issued and outstanding, or shares reserved for issuance, if the stockholders do not approve the Amendment, weRatification may be precludedpreclude us from pursuing, or impair our ability to pursue, a wide range of potential corporate opportunities that might require working capital or additional financing, or otherwise be in the best interests of our stockholders. Thisstockholders, which could have a material adverse effect on our business and prospects.

EffectivenessInterests of Directors and Executive Officers

Our directors and executive officers have no material interests, directly or indirectly, in the Authorized Shares Amendment

Ifmatters set forth in this proposal except to the Amendment is approved by our stockholders, it will become effective upon the acceptance by the Secretaryextent of Statetheir ownership of the State of Delaware of the filing of the Amendment. Such filing is expected to occur promptly after stockholder approval of this proposal. If the Amendment is not approved, the Charter would remain unchanged, and the number of authorized shares of our Common Stock they own and Preferred Stock would remain 80,000,000 and 5,000,000, respectively. Other than as described herein, this proposed Amendment effects no other changesequity awards granted to the Charter.them under our equity incentive plans.

Vote Required

The affirmative vote of the holders of a majority of ourthe outstanding shares of Common Stock entitled to vote at the Special Meeting is required to amendapprove the Charter to increase the number of authorized shares of our Common Stock to 200,000,000.Ratification.

Recommendation of the Board

Our Board recommends that the stockholders vote “FOR” the Ratification.

PROPOSAL 2:

ADJOURNMENT PROPOSAL

Stockholders are being asked to consider and vote upon an adjournment by stockholders of Directorsthe Special Meeting from time to time, if necessary or advisable (as determined by the Company), to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Ratification as described in Proposal 1.

Vote Required

The approval of Proposal 2, the Adjournment Proposal, will require the affirmative vote of the holders of a majority of the outstanding shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal and which have actually been voted.

Recommendation of the Board

Our Board recommends that the stockholders vote FOR the proposal to approve the amendment to the Charter to increase the number of authorized shares of Common Stock to 200,000,000.Adjournment.

OTHER MATTERS

We do not know of any matters to be presented at the 2022 annual meeting of stockholders other than those mentioned in this proxy statement. If any other matters properly come before the annual meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as our Board recommends.

Appendix A

CERTIFICATERESOLUTIONS OF AMENDMENT

TO THE

THIRD AMENDED AND RESTATED CERTIFICATEBOARD OF INCORPORATION

DIRECTORS (the “Board”) OF

AQUABOUNTY TECHNOLOGIES, INC.

(a Delaware corporation, the “Corporation”)

August 3, 2022

AquaBounty Technologies, Inc.WHEREAS, the Board previously approved the amendment of the Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.001 per share (the “Common Stock”), from 80,000,000 to 150,000,000 (the “Amendment”) and the Corporation sought stockholder approval of such amendment at the Corporation’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting of Stockholders”).

WHEREAS, the inspector of elections for the 2022 Annual Meeting of Stockholders determined that the proposal to approve the Amendment was adopted by the requisite vote of stockholders and certified that the proposal had passed.

WHEREAS, the Corporation, after determining that it had received the requisite stockholder vote to adopt the Amendment, effected the Amendment by filing a corporation organizedCertificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware (the “Secretary of State”) on May 27, 2022.

WHEREAS, the validity of the Amendment and existing underthe effectiveness of the Certificate of Amendment upon its filing with the Secretary of State on May 27, 2022 has been challenged in a stockholder demand letter, dated June 24, 2022, alleging that disclosures in the Proxy Statement for the 2022 Annual Meeting of Stockholders regarding the authority of brokers and/or other nominees to cast votes on the Amendment without specific instructions from the beneficial holders of such stock were inconsistent with how such votes were tabulated and by virtuecounted, as the Proxy Statement for the 2022 Annual Meeting of Stockholders identified the Amendment as “non-routine.”

WHEREAS, Section 204 of the General Corporation Law of the State of Delaware (the “Corporation”“DGCL”) does hereby certify:

FIRST: That, atprovides that no “defective corporate act” or “putative stock” shall be void or voidable solely as a meetingresult of a “failure of authorization” (as such terms are defined in subsection (h) of Section 204) if ratified as provided in Section 204 of the DGCL.

WHEREAS, Section 205 of the DGCL provides that no action asserting that a defective corporate act or putative stock ratified under Section 204 of the DGCL is void or voidable due to a failure of authorization identified in a resolution adopted in accordance with Section 204(b) of the DGCL, or that the Delaware Court of Chancery should declare in its discretion that the ratification thereof in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, may be brought after 120 days from the later of the validation effective time and the time required to give notice of such ratification to a corporation’s stockholders pursuant to Section 204(g) of the DGCL.

WHEREAS, although the Board believes it was and is appropriate to include the affirmative votes cast by brokers and/or other nominees pursuant to their discretionary authority in the tabulation of Directorsvotes in favor of the Amendment, and thus the Amendment was properly approved by the requisite stockholders of the Corporation, on March 1, 2022, a resolution was duly adopted setting forth a proposed amendmentto avoid potential future litigation risk and to eliminate any uncertainty as to the Third AmendedAmendment and Restated Certificatethe validity of Incorporationshares of Common Stock that in the future may be issued by virtue of the Amendment, the Board has determined that it is advisable and in the best interests of the Corporation as amended,and its stockholders to adopt the following resolutions in order to ratify the form set forth below (the “Amendment”)Potentially Defective Corporate Acts (as defined below) pursuant to Section 204 of the DGCL.

NOW, THEREFORE, BE IT RESOLVED, declaringthat the Amendmentarguably defective corporate acts to be advisable and calling for considerationratified are the approval of said proposedthe Amendment by the stockholders of the Corporation.Corporation, the filing of the Certificate of Amendment with the Secretary of State and the effectiveness of the Certificate of Amendment following such filing (the “Potentially Defective Corporate Acts”).

RESOLVED, FURTHER, that having determinedthe date of the Potentially Defective Corporate Acts is May 27, 2022.

RESOLVED, FURTHER, that an increasethe nature of the potential failure of authorization in respect of the Potentially Defective Corporate Acts is that the disclosure set forth in the Corporation’s authorizedProxy Statement for the 2022 Annual Meeting of Stockholders may not have accurately described (i) whether brokers and/or other nominees had discretionary authority to vote on the proposal that stockholders adopt the Amendment, in the absence of specific instructions from the beneficial owners of the shares of Common Stock at issue, and (ii) the effect of a failure by a beneficial owner of Common Stock to 200,000,000 shares is inprovide voting instructions to such beneficial owner’s broker and/or other nominee, such that the best interestapproval of the Amendment by the stockholders of the Corporation and itsthe filing and effectiveness of the Certificate of Amendment may not have been authorized and effected in manner consistent with the disclosures set forth in the Proxy Statement for the 2022 Annual Meeting of Stockholders and with Section 242 of the DGCL.

RESOLVED, FURTHER, that the Board hereby approves, adopts and authorizes, in all respects, the ratification of the Potentially Defective Corporate Acts.

RESOLVED, FURTHER, that the Board directs that the ratification of the Potentially Defective Corporate Acts be submitted to a vote of stockholders subjectat a special meeting of stockholders (the “Special Meeting”) to be held on October 12, 2022 (or at such other date or dates and time to which such meeting may be properly adjourned) for such purpose, which meeting will be held solely virtually by the considerationmeans of remote communication set forth in the Corporation’s Proxy Statement for the Special Meeting, and the Board hereby recommends that stockholders vote in favor of such ratification and any proposal to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of such ratification.

RESOLVED, FURTHER, that, following the approval of the Corporation’s stockholders, Article 4ratification of the Third Amended and Restated Certificate of IncorporationPotentially Defective Corporate Acts by the stockholders of the Corporation, as amended,the officers of the Corporation (the “Authorized Officers”) be, and iteach of them hereby is, amended to replace subsection (a) thereof in its entirety with the following:

4. (a) The Corporation is, authorized to issue two classesexecute a certificate of stockvalidation in respect of the Potentially Defective Corporate Acts, with such certificate of validation to be designated Commonin such form and filed at such time as any Authorized Officer may deem advisable (the advisability of which shall be conclusively evidenced by the execution and filing of such certificate of validation).

RESOLVED, FURTHER, that the record date for determining the Corporation’s stockholders that are entitled to notice of and to vote at the Special Meeting, or any adjournment thereof, shall be the close of business on August 24, 2022 (the “Record Date”) (unless the Board subsequently fixes a later record date for such purpose), and the Authorized Officers be, and hereby are, authorized and directed to notify the transfer agent for the Corporation’s capital stock and the Nasdaq Stock Market (“Nasdaq”) of the Record Date.

RESOLVED, FURTHER, that each Authorized Officer be, and Preferred Stock. The Corporationeach of them hereby is, authorized, empowered and directed to (i) implement reasonable measures to verify that each person deemed present and permitted to vote at Special Meeting by means of remote communication is a stockholder or proxyholder, (ii) implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the Special Meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the Special Meeting substantially concurrently with such proceedings, and (iii) implement such other guidelines and procedures as any such Authorized Officer shall determine to be necessary or appropriate to hold the Special Meeting solely by means of remote communication, such implementation to be conclusive evidence of such determination.

RESOLVED, FURTHER, that the Authorized Officers be, and each of them hereby is, authorized to issue 200,000,000 sharesnotify and instruct Computershare Trust Company, N.A., as transfer agent for the Corporation, or Broadridge Financial Solutions, Inc. to commence the inquiry required by Rule 14a-13(a)(i) promulgated under the Securities Exchange Act of Common Stock,1934, as amended, in connection with the Special Meeting and that any such action taken prior to the date hereof be, and hereby is, ratified and confirmed and approved in all respects.

RESOLVED, FURTHER, that the Authorized Officers be, and each of them hereby is, authorized and directed, on behalf of the Corporation, to cause a par value of $0.001 per share, and 5,000,000 shares of Preferred Stock, with a par value of $0.01 per share.”

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meetinglist of the stockholders of the Corporation as of the close of business on the Record Date to be prepared and made available as and to the extent required under Delaware law.

RESOLVED, FURTHER, that the Authorized Officers be, and each of them hereby is, directed to give notice of such means of remote communication, date, time, and the purpose of the Special Meeting, together with any other statements or notices required therein under Section 204 of the DGCL, not less than twenty (20) nor more than sixty (60) days prior to the date of the Special Meeting, to each stockholder of record of valid or putative stock as of the Record Date and, except for any holders whose identities or addresses cannot be determined from the records of the Corporation, to each stockholder of record of valid or putative stock as of the record date for the 2022 Annual Meeting of Stockholders.

RESOLVED, FURTHER, that a representative from Computershare Trust Company, N.A., or designated affiliate thereof, be, and hereby is, appointed as the inspector of election for the Special Meeting and any continuation, adjournment or postponement thereof, with full power of substitution, to (i) ascertain the number of shares outstanding and the voting power of each; (ii) determine the shares represented at the Special Meeting; (iii) count all votes and ballots; (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; (v) certify the determination of the number of shares represented at the Special Meeting and the count of all votes and ballots; and (vi) to take all such other actions consistent with the appointment to such position.

RESOLVED FURTHER, that Richard J. Clothier (or, in the absence of or at the direction of Richard J. Clothier, Sylvia Wulf or David Frank is hereby appointed to serve as the presiding officer of the Special Meeting and any continuation, adjournment or postponement thereof.

RESOLVED, FURTHER, that the Authorized Officers be, and each of them hereby is, authorized to prepare or cause to be prepared the preliminary and definitive Proxy Statements, a Proxy Card, a Notice of the Special Meeting and such other documents as the Authorized Officers, or any of them acting singly, shall deem necessary or appropriate (the “Proxy Materials”), with the approval and authorization thereof to be conclusively evidenced by the execution, distribution to stockholders or filing of such Proxy Materials.

RESOLVED, FURTHER, that the Authorized Officers be, and each of them hereby is, authorized and directed to file the Proxy Materials with the Securities and Exchange Commission and Nasdaq and to cause the Proxy Materials to be provided to all stockholders of the Corporation as of the Record Date or otherwise entitled to notice under Delaware law, in the manner required by the federal securities laws and Delaware law, together with any and all amendments and supplements thereto which any such Authorized Officers shall determine to be necessary or advisable, with the approval and authorization thereof to be conclusively evidenced by the execution, distribution to stockholders or filing of such amendments or supplements.

RESOLVED, FURTHER, that the Authorized Officers be, and each of them hereby is, authorized to adopt such rules of procedure for the Special Meeting as deemed necessary or advisable in order to maintain proper decorum at the Special Meeting.

RESOLVED, FURTHER, that Sylvia Wulf, David A. Frank and Angela M. Olsen, or any one of them acting in the absence of other, with full power of substitution and re-substitution, be, and each of them hereby is, appointed to act as proxy for the proxies solicited by the Board for the Special Meeting and any continuation, adjournment or postponement thereof.

RESOLVED, FURTHER, that the Board hereby authorizes the Authorized Officers to retain a proxy solicitor and pay any fees in connection therewith, if determined appropriate in any such Authorized Officer’s or Officers’ sole discretion, to assist such Authorized Officers in the solicitation of proxies in connection with the Special Meeting.

RESOLVED, FURTHER, that at any time prior to the validation effective time in respect of any Potentially Defective Corporate Act, notwithstanding approval of the ratification of the Potentially Defective Corporate Acts by the stockholders of the Corporation, the Board may abandon the ratification of any such Potentially Defective Corporate Acts without further action of the stockholders of the Corporation.

RESOLVED, FURTHER, that the Authorized Officers be, and each of them hereby is, authorized and empowered to take any and all such further action, to execute, deliver and file any and all such further agreements, instruments, documents, certificates and communications and to pay such expenses, in the name and on behalf of the Corporation, as such Authorized Officer may deem necessary or advisable to effectuate the purposes and intent of the resolutions hereby adopted, the taking of such actions, the execution, delivery, and filing of such agreements, instruments, documents, certificates or communications and the payment of such expenses by any such Authorized Officer to be conclusive evidence of his or her authorization hereunder and the necessity, advisability, and approval thereof.

RESOLVED, FURTHER, that all actions heretofore taken by any director, officer, or agent of the Corporation, for and on behalf of the Corporation, with respect to any of the matters referenced in the foregoing resolutions are hereby ratified, approved, and confirmed in all respects.

Appendix B

§ 204. RATIFICATION OF DEFECTIVE CORPORATE ACTS AND STOCK.

(a)Subject to subsection (f) of this section, no defective corporate act or putative stock shall be void or voidable solely as a result of a failure of authorization if ratified as provided in this section or validated by the Court of Chancery in a proceeding brought under § 205 of this title.

(b)(1)In order to ratify 1 or more defective corporate acts pursuant to this section (other than the ratification of an election of the initial board of directors pursuant to paragraph (b)(2) of this section), the board of directors of the corporation shall adopt resolutions stating:

(A)The defective corporate act or acts to be ratified;

(B)The date of each defective corporate act or acts;

(C)If such defective corporate act or acts involved the issuance of shares of putative stock, the number and type of shares of putative stock issued and the date or dates upon which such putative shares were purported to have been issued;

(D)The nature of the failure of authorization in respect of each defective corporate act to be ratified; and

(E)That the board of directors approves the ratification of the defective corporate act or acts.

Such resolutions may also provide that, at any time before the validation effective time in respect of any defective corporate act set forth therein, notwithstanding the approval of the ratification of such defective corporate act by stockholders, the board of directors may abandon the ratification of such defective corporate act without further action of the stockholders. The quorum and voting requirements applicable to the ratification by the board of directors of any defective corporate act shall be the quorum and voting requirements applicable to the type of defective corporate act proposed to be ratified at the time the board adopts the resolutions ratifying the defective corporate act; provided that if the certificate of incorporation or bylaws of the corporation, any plan or agreement to which the corporation was duly calleda party or any provision of this title, in each case as in effect as of the time of the defective corporate act, would have required a larger number or portion of directors or of specified directors for a quorum to be present or to approve the defective corporate act, such larger number or portion of such directors or such specified directors shall be required for a quorum to be present or to adopt the resolutions to ratify the defective corporate act, as applicable, except that the presence or approval of any director elected, appointed or nominated by holders of any class or series of which no shares are then outstanding, or by any person that is no longer a stockholder, shall not be required.

(2)In order to ratify a defective corporate act in respect of the election of the initial board of directors of the corporation pursuant to § 108 of this title, a majority of the persons who, at the time the resolutions required by this paragraph (b)(2) of this section are adopted, are exercising the powers of directors under claim and held uponcolor of an election or appointment as such may adopt resolutions stating:

(A)The name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation;

(B)The earlier of the date on which such persons first took such action or were purported to have been elected as the initial board of directors; and

(C) That the ratification of the election of such person or persons as the initial board of directors is approved.

(c)Each defective corporate act ratified pursuant to paragraph (b)(1) of this section shall be submitted to stockholders for approval as provided in subsection (d) of this section, unless:

(1) (A) No other provision of this title, and no provision of the certificate of incorporation or bylaws of the corporation, or of any plan or agreement to which the corporation is a party, would have required stockholder approval of such defective corporate act to be ratified, either at the time of such defective corporate act or at the time the board of directors adopts the resolutions ratifying such defective corporate act pursuant to paragraph (b)(1) of this section; and ¹ (B) such defective corporate act did not result from a failure to comply with §203 of this title ² ; or

(2)As of the record date for determining the stockholders entitled to vote on the ratification of such defective corporate act, there are no shares of valid stock outstanding and entitled to vote thereon, regardless of whether there then exist any shares of putative stock.

(d)If the ratification of a defective corporate act is required to be submitted to stockholders for approval pursuant to subsection (c) of this section, due notice of the time, place, if any, and purpose of the meeting shall be given at least 20 days before the date of the meeting to each holder of valid stock and putative stock, whether voting or nonvoting, at the address of such holder as it appears or most recently appeared, as appropriate, on the records of the corporation. The notice shall also be given to the holders of record of valid stock and putative stock, whether voting or nonvoting, as of the time of the defective corporate act (or, in the case of any defective corporate act that involved the establishment of a record date for notice of or voting at any meeting of stockholders, for action by written consent of stockholders in lieu of a meeting, or for any other purpose, the record date for notice of or voting at such meeting, the record date for action by written consent, or the record date for such other action, as the case may be), other than holders whose identities or addresses cannot be determined from the records of the corporation. The notice shall contain a copy of the resolutions adopted by the board of directors pursuant to paragraph (b)(1) of this section or the information required by paragraphs (b)(1)(A) through (E) of this section and a statement that any claim that the defective corporate act or putative stock ratified hereunder is void or voidable due to the failure of authorization, or that the Court of Chancery should declare in its discretion that a ratification in accordance with Section 222this section not be effective or be effective only on certain conditions must be brought within 120 days from the applicable validation effective time. At such meeting, the quorum and voting requirements applicable to ratification of such defective corporate act shall be the quorum and voting requirements applicable to the type of defective corporate act proposed to be ratified at the time of the General Corporation Lawapproval of the Stateratification, except that:

(1)If the certificate of Delawareincorporation or bylaws of the corporation, any plan or agreement to which the corporation was a party or any provision of this title in effect as of the time of the defective corporate act would have required a larger number or portion of stock or of any class or series thereof or of specified stockholders for a quorum to be present or to approve the defective corporate act, the presence or approval of such larger number or portion of stock or of such class or series thereof or of such specified stockholders shall be required for a quorum to be present or to approve the ratification of the defective corporate act, as applicable, except that the presence or approval of shares of any class or series of which no shares are then outstanding, or of any person that is no longer a stockholder, shall not be required;

(2)The approval by stockholders of the ratification of the election of a director shall require the affirmative vote of the majority of shares present at the meeting and entitled to vote on [May 17, 2022],the election of such director, except that if the certificate of incorporation or bylaws of the corporation then in effect or in effect at the time of the defective election require or required a larger number or portion of stock or of any class or series thereof or of specified stockholders to elect such director, the affirmative vote of such larger number or portion of stock or of any class or series thereof or of such specified stockholders shall be required to ratify the election of such director, except that the presence or approval of shares of any class or series of which meetingno shares are then outstanding, or of any person that is no longer a stockholder, shall not be required; and

(3)In the necessaryevent of a failure of authorization resulting from failure to comply with the provisions of §203 of this title, the ratification of the defective corporate act shall require the vote set forth in §203(a)(3) of this title, regardless of whether such vote would have otherwise been required.

Shares of putative stock on the record date for determining stockholders entitled to vote on any matter submitted to stockholders pursuant to subsection (c) of this section (and without giving effect to any ratification that becomes effective after such record date) shall neither be entitled to vote nor counted for quorum purposes in any vote to ratify any defective corporate act.

(e)If a defective corporate act ratified pursuant to this section would have required under any other section of this title the filing of a certificate in accordance with §103 of this title, then, whether or not a certificate was previously filed in respect of such defective corporate act and in lieu of filing the certificate otherwise required by this title, the corporation shall file a certificate of validation with respect to such defective corporate act in accordance with §103 of this title. A separate certificate of validation shall be required for each defective corporate act requiring the filing of a certificate of validation under this section, except that (i) 2 or more defective corporate acts may be included in a single certificate of validation if the corporation filed, or to comply with this title would have filed, a single certificate under another provision of this title to effect such acts, and (ii) 2 or more overissues of shares of any class, classes or series of stock may be included in a single certificate of validation, provided that the increase in the number of authorized shares of each such class or series set forth in the certificate of validation shall be effective as of the date of the first such overissue. The certificate of validation shall set forth:

(1)Each defective corporate act that is the subject of the certificate of validation (including, in the case of any defective corporate act involving the issuance of shares of putative stock, the number and type of shares of putative stock issued and the date or dates upon which such putative shares were purported to have been issued), the date of such defective corporate act, and the nature of the failure of authorization in respect of such defective corporate act;

(2)A statement that such defective corporate act was ratified in accordance with this section, including the date on which the board of directors ratified such defective corporate act and the date, if any, on which the stockholders approved the ratification of such defective corporate act; and

(3)Information required by statute were voted in favor1 of the Amendment.following paragraphs:

THIRD: Thata. If a certificate was previously filed under §103 of this title in respect of such defective corporate act and no changes to such certificate are required to give effect to such defective corporate act in accordance with this section, the Amendmentcertificate of validation shall set forth (x) the name, title and filing date of the certificate previously filed and of any certificate of correction thereto and (y) a statement that a copy of the certificate previously filed, together with any certificate of correction thereto, is attached as an exhibit to the certificate of validation;

b. If a certificate was dulypreviously filed under §103 of this title in respect of the defective corporate act and such certificate requires any change to give effect to the defective corporate act in accordance with this section (including a change to the date and time of the effectiveness of such certificate), the certificate of validation shall set forth (x) the name, title and filing date of the certificate so previously filed and of any certificate of correction thereto, (y) a statement that a certificate containing all of the information required to be included under the applicable section or sections of this title to give effect to the defective corporate act is attached as an exhibit to the certificate of validation, and (z) the date and time that such certificate shall be deemed to have become effective pursuant to this section; or

c. If a certificate was not previously filed under §103 of this title in respect of the defective corporate act and the defective corporate act ratified pursuant to this section would have required under any other section of this title the filing of a certificate in accordance with §103 of this title, the certificate of validation shall set forth (x) a statement that a certificate containing all of the information required to be included under the applicable section or sections of this title to give effect to the defective corporate act is attached as an exhibit to the certificate of validation, and (y) the date and time that such certificate shall be deemed to have become effective pursuant to this section.

A certificate attached to a certificate of validation pursuant to paragraph (e)(3)b. or c. of this section need not be separately executed and acknowledged and need not include any statement required by any other section of this title that such instrument has been approved and adopted in accordance with the provisions of Section 242such other section.

(f)From and after the validation effective time, unless otherwise determined in an action brought pursuant to §205 of this title:

(1) Subject to the last sentence of subsection (d) of this section, each defective corporate act ratified in accordance with this section shall no longer be deemed void or voidable as a result of the General Corporation Lawfailure of authorization described in the resolutions adopted pursuant to subsection (b) of this section and such effect shall be retroactive to the time of the State of Delaware.defective corporate act; and

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment(2) Subject to the Third Amendedlast sentence of subsection (d) of this section, each share or fraction of a share of putative stock issued or purportedly issued pursuant to any such defective corporate act shall no longer be deemed void or voidable and Restated Certificateshall be deemed to be an identical share or fraction of Incorporationa share of outstanding stock as of the Corporationtime it was purportedly issued.

(g) In respect of each defective corporate act ratified by the board of directors pursuant to subsection (b) of this section, prompt notice of the ratification shall be given to all holders of valid stock and putative stock, whether voting or nonvoting, as of the date the board of directors adopts the resolutions approving such defective corporate act, or as of a date within 60 days after such date of adoption, as established by the board of directors, at the address of such holder as it appears or most recently appeared, as appropriate, on the records of the corporation. The notice shall also be given to the holders of record of valid stock and putative stock, whether voting or nonvoting, as of the time of the defective corporate act, other than holders whose identities or addresses cannot be determined from the records of the corporation. The notice shall contain a copy of the resolutions adopted pursuant to subsection (b) of this section or the information specified in paragraphs (b)(1)(A) through (E) or paragraphs (b)(2)(A) through (C) of this section, as applicable, and a statement that any claim that the defective corporate act or putative stock ratified hereunder is void or voidable due to the failure of authorization, or that the Court of Chancery should declare in its discretion that a ratification in accordance with this section not be effective or be effective only on certain conditions must be brought within 120 days from the later of the validation effective time or the time at which the notice required by this subsection is given. Notwithstanding the foregoing, (i) no such notice shall be required if notice of the ratification of the defective corporate act is to be signedgiven in accordance with subsection (d) of this daysection, and (ii) in the case of , 2022.a corporation that has a class of stock listed on a national securities exchange, the notice required by this subsection and the second sentence of subsection (d) of this section may be deemed given if disclosed in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to §13, § 14 or § 15(d) (15 U.S.C. § 78m, § 77n or § 78o(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or the corresponding provisions of any subsequent United States federal

securities laws, rules or regulations. If any defective corporate act has been approved by stockholders acting pursuant to §228 of this title, the notice required by this subsection may be included in any notice required to be given pursuant to §228(e) of this title and, if so given, shall be sent to the stockholders entitled thereto under §228(e) and to all holders of valid and putative stock to whom notice would be required under this subsection if the defective corporate act had been approved at a meeting other than any stockholder who approved the action by consent in lieu of a meeting pursuant to §228 of this title or any holder of putative stock who otherwise consented thereto in writing. Solely for purposes of subsection (d) of this section and this subsection, notice to holders of putative stock, and notice to holders of valid stock and putative stock as of the time of the defective corporate act, shall be treated as notice to holders of valid stock for purposes of §§222 and 228, 229, 230, 232 and 233 of this title.

(h)As used in this section and in §205 of this title only, the term:

(1)”Defective corporate act” means an overissue, an election or appointment of directors that is void or voidable due to a failure of authorization, or any act or transaction purportedly taken by or on behalf of the corporation that is, and at the time such act or transaction was purportedly taken would have been, within the power of a corporation under subchapter II of this chapter (without regard to the failure of authorization identified in § 204(b)(1)(D) of this title), but is void or voidable due to a failure of authorization;

(2)”Failure of authorization” means: (i) the failure to authorize or effect an act or transaction in compliance with (A) the provisions of this title, (B) the certificate of incorporation or bylaws of the corporation, or (C) any plan or agreement to which the corporation is a party or the disclosure set forth in any proxy or consent solicitation statement, if and to the extent such failure would render such act or transaction void or voidable; or (ii) the failure of the board of directors or any officer of the corporation to authorize or approve any act or transaction taken by or on behalf of the corporation that would have required for its due authorization the approval of the board of directors or such officer;

(3)”Overissue” means the purported issuance of:

a. Shares of capital stock of a class or series in excess of the number of shares of such class or series the corporation has the power to issue under § 161 of this title at the time of such issuance; or

b. Shares of any class or series of capital stock that is not then authorized for issuance by the certificate of incorporation of the corporation;

(4)”Putative stock” means the shares of any class or series of capital stock of the corporation (including shares issued upon exercise of options, rights, warrants or other securities convertible into shares of capital stock of the corporation, or interests with respect thereto that were created or issued pursuant to a defective corporate act) that:

a. But for any failure of authorization, would constitute valid stock; or

b. Cannot be determined by the board of directors to be valid stock;

(5)”Time of the defective corporate act” means the date and time the defective corporate act was purported to have been taken;

(6)”Validation effective time” with respect to any defective corporate act ratified pursuant to this section means the latest of:

a. The time at which the defective corporate act submitted to the stockholders for approval pursuant to subsection (c) of this section is approved by such stockholders or if no such vote of stockholders is required to approve the ratification of the defective corporate act, the time at which the board of directors adopts the resolutions required by paragraph (b)(1) or (b)(2) of this section;

b. Where no certificate of validation is required to be filed pursuant to subsection (e) of this section, the time, if any, specified by the board of directors in the resolutions adopted pursuant to paragraph (b)(1) or (b)(2) of this section, which time shall not precede the time at which such resolutions are adopted; and

c. The time at which any certificate of validation filed pursuant to subsection (e) of this section shall become effective in accordance with §103 of this title.

(7)”Valid stock” means the shares of any class or series of capital stock of the corporation that have been duly authorized and validly issued in accordance with this title.

In the absence of actual fraud in the transaction, the judgment of the board of directors that shares of stock are valid stock or putative stock shall be conclusive, unless otherwise determined by the Court of Chancery in a proceeding brought pursuant to §205 of this title.

(i)Ratification under this section or validation under §205 of this title shall not be deemed to be the exclusive means of ratifying or validating any act or transaction taken by or on behalf of the corporation, including any defective corporate act, or any issuance of stock, including any putative stock, or of adopting or endorsing any act or transaction taken by or in the name of the corporation prior to the commencement of its existence, and the absence or failure of ratification in accordance with either this section or validation under §205 of this title shall not, of itself, affect the validity or effectiveness of any act or transaction or the issuance of any stock properly ratified under common law or otherwise, nor shall it create a presumption that any such act or transaction is or was a defective corporate act or that such stock is void or voidable.

§ 205. PROCEEDINGS REGARDING VALIDITY OF DEFECTIVE CORPORATE ACTS AND STOCK.

(a) Subject to subsection (f) of this section, upon application by the corporation, any successor entity to the corporation, any member of the board of directors, any record or beneficial holder of valid stock or putative stock, any record or beneficial holder of valid or putative stock as of the time of a defective corporate act ratified pursuant to §204 of this title, or any other person claiming to be substantially and adversely affected by a ratification pursuant to §204 of this title, the Court of Chancery may:

(1) Determine the validity and effectiveness of any defective corporate act ratified pursuant to §204 of this title;

(2) Determine the validity and effectiveness of the ratification of any defective corporate act pursuant to §204 of this title;

(3) Determine the validity and effectiveness of any defective corporate act not ratified or not ratified effectively pursuant to §204 of this title;

(4) Determine the validity of any corporate act or transaction and any stock, rights or options to acquire stock; and

(5) Modify or waive any of the procedures set forth in §204 of this title to ratify a defective corporate act.

(b) In connection with an action under this section, the Court of Chancery may:

(c) Service of the application under subsection (a) of this section upon the registered agent of the corporation shall be deemed to be service upon the corporation, and no other party need be joined in order for the Court of Chancery to adjudicate the matter. In an action filed by the corporation, the Court may require notice of the action be provided to other persons specified by the Court and permit such other persons to intervene in the action

(d) In connection with the resolution of matters pursuant to subsections (a) and (b) of this section, the Court of Chancery may consider the following:

(e) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions brought under this section.

(f) Notwithstanding any other provision of this section, no action asserting:

AquaBounty Vote 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE
DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 C123456789 000000000.000000     ext 000000000.000000 ext 000000000.000000     ext 000000000.000000 ext 000000000.000000     ext 000000000.000000 ext Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/AQB or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/AQB Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. AnnualSpecial Meeting Proxy Card 1234 5678 9012 345 qIFIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A     Proposals — The Board of Directors recommendrecommends a vote FOR all the nominees listed and FOR Proposals 2 and 3.each proposal. For Against Abstain 1. To elect eight directors to serve on our Boardapprove the ratification of Directors for a one-year term of office until the next annual meeting of stockholders, with each director to hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. + For Withhold For Withhold For Withhold 01—Richard J. Clothier 02—Ricardo J. Alvarez 03—Erin Sharp 04—Gail Sharps Meyers 05—Christine St.Clare 06—Rick Sterling 07—Michael Stern 08—Sylvia A. Wulf For Against Abstainincrease in authorized shares For Against Abstain 2. To ratify the appointment of Deloitte & Touche LLP as our 3. To approve an amendment to our charter to increaseadjournment of the independent registered public accounting firm for the fiscal number of shares of authorized common stock from year ending December 31, 2022. 80,000,000 to 200,000,000.Special Meeting (if necessary) B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 —�� Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890                J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1UPX 550525 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 03OHRB

The 2022 AnnualSpecial Meeting of Stockholders of AquaBounty Technologies, Inc. will be held on Tuesday, May 17,Wednesday, October 12, 2022 at 8:30 A.M., EDT, virtually via the internet at meetnow.global/MC57T9H.MLKARJ9. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Important notice regarding the Internet availability of proxy materials for the AnnualSpecial Meeting of Stockholders. The material is available at: www.envisionreports.com/AQB Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/AQB qIFIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q AquaBounty Technologies, Inc. + Notice of AnnualSpecial Meeting of Stockholders Proxy Solicited by Board of Directors for the 2022 AnnualSpecial Meeting — May 17,October 12, 2022 Sylvia Wulf, David A. Frank, Angela M. Olsen, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers that the undersigned would possess if personally present, at the AnnualSpecial Meeting of Stockholders of AquaBounty Technologies, Inc., which will be held on May 17,October 12, 2022, at 8:30 a.m. EDT virtually via the internet, or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR items 1 2 and 3.2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting.