Exhibit 3.4
REZOLUTE, INC.
AMENDED AND RESTATED BYLAWS
(effective June 18, 2021)
ARTICLE
I - STOCKHOLDERS
Section 1.
Annual Meeting.
An annual meeting of the stockholders,
for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come
before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall fix. The Board of Directors
may, in its sole discretion, determine that the meeting shall not be held at any place, but instead shall be held solely by means of remote
or virtual communication as provided under Chapter 78 of Nevada Revised Statutes (as hereafter amended from time to time, the “Nevada
Corporation Law”).
Section 2.
Special Meetings.
Special meetings of the stockholders
of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by a majority of the Authorized Board.
For the purposes of these Restated Bylaws (hereinafter referred to herein as these “Bylaws”), the term “Authorized Board”
shall mean the total number of authorized directors whether or not there exist any vacancies on the Board of Directors. Special meetings
of the stockholders may be held at such place within or without the State of Nevada as may be stated in such resolution. The Board of
Directors or the officer of the Corporation calling the meeting may, in its, his or her sole discretion, determine that the meeting shall
not be held at any place, but instead shall be held solely by means of remote or virtual communication as provided under the Nevada Corporation
Law.
Section 3.
Notice of Meetings.
Notice of the place, if any,
date, and time of all meetings of the stockholders, 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 meeting, shall be given, not less than ten (10) nor more than sixty (60) days
before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided
herein or required by law (meaning hereinafter as required from time to time by the Nevada Corporation Law or the Articles of Incorporation
of the Corporation, as amended and restated from time to time).
When a meeting is
adjourned to another place, if any, date or time, notice need not be given of the adjourned meeting if the place, if any, date and
time thereof, 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, are announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty (30) days after the date originally designated for the meeting in
the notice, or if a new record date is fixed for the adjourned meeting, notice of the place, if any, date, and time 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 in conformity herewith. At any adjourned meeting, any business may be
transacted which might have been transacted at the original meeting.
Section 4.
Quorum.
At any meeting of the stockholders,
the holders of a majority of the voting power of all of the shares of the stock entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number
may be required by law or by rules of any stock exchange upon which the Corporation’s securities are listed. Where a separate vote
by a class or classes is required, a majority of the voting power of the shares of such class or classes, present in person or represented
by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.
If a quorum shall fail to
attend any meeting, the chairman of the meeting may adjourn the meeting to another place, if any, date, or time.
Section 5.
Organization and Conduct of Business.
The Chairman of the Board
of Directors or, in his or her absence, the Chief Executive Officer of the Corporation or, in his or her absence, the President of the
Corporation or, in his or her absence, such person as the Board of Directors may have designated, shall call to order any meeting of the
stockholders and shall preside at and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary
of the meeting shall be such person as the chairman of the meeting appoints. The chairman of any meeting of the stockholders shall determine
the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct of discussion
as he or she deems to be appropriate. The chairman of any meeting of the stockholders shall have the power to adjourn the meeting to another
place, if any, date and time. The date and time of the opening and closing of the polls for each matter upon which the stockholders will
vote at the meeting shall be announced at the meeting.
Section 6.
Notice of Stockholder Business and Nominations.
A.
Annual Meetings of Stockholders.
Nominations of persons for
election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting
of the stockholders (a) pursuant to the Corporation’s notice of meeting or proxy materials with respect to such meeting, (b) by
or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the
time of giving of notice provided for in this Section, who is entitled to vote at the meeting and who complies with the notice procedures
set forth in this Section.
B.
Special Meetings of Stockholders.
Only such business shall
be conducted at a special meeting of the stockholders as shall have been included in the notice of meeting given pursuant to
Section 2 above. The notice of such special meeting shall include the purpose for which the meeting is called. Nominations of
persons for election to the Board of Directors may be made at a special meeting of the stockholders at which directors are to be
elected (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined
that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this Section, who shall be entitled to vote at the meeting and who complies with the notice
procedures set forth in this Section.
C.
Certain Matters Pertaining to Stockholder Business and Nominations.
(1)
For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c)
of paragraph A of this Section or a special meeting pursuant to paragraph B of this Section, (1) the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation, (2) such other business must otherwise be a proper matter
for stockholder action under the Nevada Corporation Law, (3) if the stockholder, or the beneficial owner on whose behalf any such
proposal or nomination is made, has provided the Corporation with a Solicitation Notice, as that term is defined in this paragraph, such
stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least
the percentage of the Corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a
nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting
shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be nominated
by such stockholder or beneficial owner, and must, in either case, have included in such materials the Solicitation Notice and (4) if
no Solicitation Notice relating thereto has been timely provided pursuant to this Section, the stockholder or beneficial owner proposing
such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation
Notice under this Section.
To be timely, a stockholder’s
notice pertaining to an annual meeting shall be delivered to the Secretary at the principal executive offices of the Corporation not less
than ninety (90) or more than one-hundred and twenty (120) days prior to the first anniversary of the date of the preceding year’s
annual meeting (the “Anniversary”); provided, however, that in the event that the date of the annual meeting
is more than thirty (30) days before or more than thirty (30) days after the Anniversary, notice by the stockholder to be timely
must be so delivered not earlier than the close of business on the one-hundred and twentieth (120th) day prior to such annual meeting
and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the close of business
on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. Such
stockholder’s notice for an annual meeting or a special meeting shall set forth and include:
(a)
as to each person whom the stockholder proposes to nominate for election or reelection as a director:
| (i) | all information relating to such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) (including such person’s
written consent to being named in the proxy statement as a nominee and to serving as a director if elected); |
| (ii) | a description of all direct and indirect compensation and other material monetary agreements, arrangements
and understandings during the past three (3) years, and any other material relationships, between or among such stockholder and beneficial
owner, if any, and their respective affiliates and associates, on the one hand, and each proposed nominee, and his or her respective affiliates
and associates, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item
404 of Regulation S-K promulgated under the Securities Act of 1933, as amended, if the stockholder making the nomination and any beneficial
owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof, were the “registrant” for purposes
of such rule and the nominee were a director or executive officer of such registrant; |
| (iii) | to the extent known by the stockholder or the beneficial owner, the name and address of any other securityholder
of the Corporation who owns, beneficially or of record, any securities of the Corporation and who supports any nominee proposed by such
stockholder or beneficial owner; and |
| (iv) | with respect to each nominee for election or reelection to the Board of Directors, a completed and signed
questionnaire, representation and agreement required by paragraph D of this Article. |
(b)
as to any other business that the stockholder or beneficial owner proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, including the text of any resolutions proposed for consideration, the reasons for
conducting such business at the meeting, any material interest in such business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made, and to the extent known by the stockholder or beneficial owner, the name and address of any other
securityholder of the Corporation who owns, beneficially or of record, any securities of the Corporation and who supports any matter such
stockholder or beneficial owner intends to propose; and
(c)
as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:
| (i) | the name and address of such stockholder, as they appear on the Corporation’s books, and of such
beneficial owner; |
| (ii) | (A) the class or series and number of shares of the Corporation which are, directly or indirectly,
owned beneficially and of record by such stockholder and such beneficial
owner, (B) any option, warrant, convertible security, restricted stock unit, stock appreciation right, or similar right with an exercise
or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or
with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument
or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative
Instrument”) directly or indirectly owned beneficially by such stockholder and such beneficial owner, if any, and any other direct
or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation,
(C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder and beneficial owner, if
any, has a right to vote any shares of any security of the Corporation, (D) any short interest in any security of the Corporation
(for purposes of these Bylaws, a person shall be deemed to have a short interest in a security if such person directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived
from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially
and of record by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate
interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which
such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, or held, directly
or indirectly, by a limited liability company in which such stockholder is a member or manager or directly or indirectly owns in interest
in such member or manager, and (G) any performance- related fees (other than an asset-based fee) that such stockholder is entitled
to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such
notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same
household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than ten (10) days
after the record date for the meeting to disclose such ownership as of the record date; provided that if such date is after the date of
the meeting, not later than the day prior to the meeting); |
| (iii) | any other information relating to such stockholder and beneficial owner, if any, that would be required
to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable,
the proposal and/or for the election of directors in a contested election
pursuant to Regulation 14A under the Exchange Act and the rules and regulations promulgated thereunder; |
| (iv) | a description of all agreements, arrangements and understandings between such stockholder and beneficial
owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder
and beneficial owner, if any; and |
| (v) | a statement whether or not either such stockholder or beneficial owner intends to deliver a proxy statement
and form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required
under applicable law to carry the proposal or, in the case of a nomination or nominations, a percentage of the Corporation’s voting
shares that such stockholder or beneficial owner reasonably believes to be sufficient to elect such nominee or nominees (an affirmative
statement of such intent being referred to herein as a “Solicitation Notice”). |
(2)
Notwithstanding anything in the second sentence of paragraph C(1) of this Section to the contrary, in the event that the number
of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement by the Corporation
naming all of the nominees for director or specifying the size of the increased Board of Directors at least fifty-five (55) days
prior to the Anniversary (or, if the annual meeting is held more than thirty (30) days before or thirty (30) days after the
Anniversary, at least fifty-five (55) days prior to such annual meeting), a stockholder’s notice required by this Section shall
also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered
to the Secretary at the principal executive office 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.
(3)
In the event the Corporation calls a special meeting of the stockholders for the purpose of electing one or more directors to the
Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified
in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph C(1) of this Section shall
be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the ninetieth (90th) day prior to
such special meeting nor later than the close of business on the later of the sixtieth (60th) day prior to such special meeting, or the
tenth (10th) day following the day on which 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.
D.
General.
(1) Only
such persons who are nominated in accordance with the procedures set forth in this Section shall be eligible to serve as directors
and only such business shall be conducted at a meeting of the stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Section. Except as otherwise provided by law or these Bylaws, the chairman of the
meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed
nomination or business is not in compliance herewith, to declare that such defective proposal or nomination shall be
disregarded.
(2)
For purposes of this Section, “public announcement” shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or successor entity or comparable national news service or in a document publicly filed by the Corporation
with the U.S. Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3)
Notwithstanding the foregoing provisions of this Section, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section shall be deemed
to affect any rights (i) of the stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant
to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock of the Corporation to elect directors
under specified circumstances.
(4)
In addition to the requirements set forth elsewhere in these Bylaws, to be eligible to be a nominee for election or reelection
as a director of the Corporation, a person must deliver, in accordance with the time periods prescribed for delivery of notice under Section 6(C)(1)
of this Article, to the Secretary of the Corporation at the principal executive offices of the Corporation a completed and signed questionnaire
with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination
is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement
(in the form provided by the Secretary upon written request) that such person (i) is not and will not become a party to (A) any
agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person,
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 or (B) any Voting Commitment that could limit or interfere with such person’s ability to
comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (ii) 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 therein, and (iii) in such person’s individual capacity and on behalf of any person or entity on whose behalf
the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with, applicable law
and all applicable publicly disclosed corporate governance, code of conduct and ethics, conflict of interest, corporate opportunities,
trading and any other policies and guidelines of the Corporation applicable to its directors.
(5) Notwithstanding
the foregoing provisions of this Section, unless otherwise required by law, if the stockholder (or a qualified representative of the
stockholder) does not appear at the annual or special meeting of the stockholders of the Corporation to make his, her or its
nomination or propose any other matter, such nomination shall be disregarded and such other proposed matter shall not be transacted,
even if proxies in respect of such vote have been received by the Corporation. For purposes of this Section, to be considered a
“qualified representative” of the stockholder, a person must be a duly authorized officer, manager or partner of such
stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such
stockholder to act for such stockholder as proxy at the meeting of the stockholders, and such person must produce such writing or
electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the commencement of the meeting of
the stockholders.
Section 7.
Proxies and Voting.
At any meeting of the stockholders,
every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted
by law filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction
of the writing or transmission created pursuant to this Section may be substituted 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.
All voting, including on the
election of directors but excepting where otherwise required by law, may be by voice vote. Any vote not taken by voice shall be taken
by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under
the procedure established for the meeting. The Corporation may, and to the extent required by law, shall, in advance of any meeting of
the stockholders, appoint one or more 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 the stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to the best of his ability. Every vote taken by ballots shall
be counted by a duly appointed inspector or inspectors.
Except as otherwise provided
in the terms of any class or series of Preferred Stock of the Corporation, all elections at any meeting of the stockholders shall be determined
by a plurality of the votes cast, and except as otherwise required by law, these Bylaws or the rules of any stock exchange upon which
the Corporation’s securities are listed, all other matters determined by stockholders at a meeting shall be determined by a majority
of the votes cast affirmatively or negatively.
Section 8.
Action Without Meeting.
Any action required or permitted
to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of the stockholders
of the Corporation and may not be effected by written consent.
Section 9.
Stock List.
A complete list of the stockholders
entitled to vote at any meeting of the stockholders, arranged in alphabetical order for each class of stock and showing the address of
each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder
for a period of at least ten (10) days prior to the meeting in the manner provided by law.
The stock list shall also
be open to the examination of any stockholder during the whole time of the meeting as provided by law. Such list shall presumptively determine
the identity of the stockholders entitled to examine such stock list and to vote at the meeting and the number of shares held by each
of them.
ARTICLE
II - BOARD OF DIRECTORS
Section 1.
General Powers, Number, Election, Tenure, Qualification and Chairman.
A.
The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.
B.
Subject to the rights of the holders of any series of Preferred Stock of the Corporation then outstanding to elect additional
directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors
pursuant to a resolution adopted by a majority of the Authorized Board.
C.
Subject to the rights of the holders of shares of any series of Preferred Stock of the Corporation then outstanding to elect
additional directors under specified circumstances, the Board of Directors of the Corporation shall be a single class.
D.
The Chairman of the Board and any Vice Chairman appointed to act in the absence of the Chairman, if any, shall be elected by
and from the Board of Directors. The Chairman of the Board shall preside at all meetings of the Board of Directors and stockholders at
which he or she is present and shall have such authority and perform such duties as may be prescribed by these Bylaws or from time to
time be determined by the Board of Directors.
Section 2.
Vacancies and Newly Created Directorships.
Subject to the rights of
the holders of any series of Preferred Stock of the Corporation then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall, unless otherwise required by law or by resolution of the
Board of Directors, be filled only by a resolution of a majority of the directors then in office even though less than a quorum, or
by a sole remaining director and not by the stockholders, and directors so chosen shall serve for a term expiring at the annual
meeting of the stockholders at which the term of office of the class to which they have been chosen expires or until such
director’s successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall
shorten the term of any incumbent director. In the event of a vacancy in the Board of Directors, the remaining directors, except as
otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.
Section 3.
Resignation and Removal.
Any director may resign at
any time upon notice given in writing or by electronic transmission to the Corporation at its principal place of business or to the Chairman
of the Board, Chief Executive Officer, President or Secretary of the Corporation. Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some other event. Subject to the rights of the holders of
any series of Preferred Stock of the Corporation then outstanding, any director, or the entire Board of Directors, may be removed from
office at any time only for cause and only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power
of all of the then outstanding shares of the Corporation then entitled to vote at an election of directors, voting together as a single
class.
Section 4.
Regular Meetings.
Regular meetings of the Board
of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by
the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.
Section 5.
Special Meetings.
Special meetings of the Board
of Directors may be called by the Chairman of the Board of Directors or the Chief Executive Officer, and shall be called by the Secretary
if requested by a majority of the Authorized Board, and shall be held at such place, on such date, and at such time as he or she or they
shall fix. Notice of the place, date, and time of each such special meeting shall be given to each director by whom it is not waived by
mailing written notice not less than five (5) days before the meeting or orally, by telegraph, telex, cable, telecopy or electronic
transmission given not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any
and all business may be transacted at a special meeting.
Section 6.
Quorum.
At any meeting of the Board
of Directors, a majority of the total number of the Authorized Board shall constitute a quorum for all purposes. If a quorum shall fail
to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or
waiver thereof.
Section 7.
Action by Consent.
Unless otherwise restricted
by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors
may be taken without notice and without a meeting, if all members of the Board consent thereto in writing or by electronic transmission,
and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board. 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.
Section 8.
Participation in Meetings By Conference Telephone.
Members of the Board of Directors,
or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence
in person at such meeting.
Section 9.
Conduct of Business.
At any meeting of the Board
of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall
be determined by a resolution of a majority of the directors present, except as otherwise provided herein or required by law.
Section 10.
Powers.
The Board of Directors may,
except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation,
including, without limiting the generality of the foregoing, the unqualified power:
(1)
to declare dividends from time to time in accordance with law;
(2)
to purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;
(3)
to authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable
or non-negotiable, secured or unsecured, to borrow funds and guarantee obligations, and to do all things necessary in connection therewith;
(4)
to remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer
upon any other person for the time being;
(5)
to confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;
(6)
to adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees,
consultants and agents of the Corporation and its direct or indirect subsidiaries as it may determine;
(7)
to adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of
the Corporation and its direct or indirect subsidiaries as it may determine; and,
(8)
to adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business
and affairs.
Section 11.
Compensation of Directors.
Unless otherwise restricted
by the Articles of Incorporation, the Board of Directors shall have the authority to fix the compensation of the directors. The directors
may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance
at each meeting of the Board of Directors or paid a stated salary or paid other compensation as director. No such payment shall preclude
any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees
may be allowed compensation for attending committee meetings.
ARTICLE
III - COMMITTEES
Section 1.
Committees of the Board of Directors.
The Board of Directors, by
a resolution of a majority of the Board of Directors, may from time to time designate committees of the Board, with such lawfully delegable
powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided
for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate
members who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided
in a resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management
of the business and affairs of the Corporation to the fullest extent authorized by law. In the absence or disqualification of any member
of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified
from voting, whether or not he or she or they constitute a quorum, may by resolution unanimously appoint another member of the Board of
Directors to act at the meeting in the place of the absent or disqualified member.
Section 2.
Conduct of Business.
Each committee may determine
the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein
or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the members of any committee
shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one (1) member
shall constitute a quorum; and all matters shall be determined by a resolution of a majority of the members present. Action may be taken
by any committee without notice and without a meeting if all members thereof consent thereto in writing or by electronic transmission,
and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such committee.
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.
ARTICLE
IV - OFFICERS
Section 1.
Enumeration.
The officers of the
Corporation shall consist of a Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary and such other
officers as the Board of Directors or the Chief Executive Officer may determine, including, but not limited to, one or more Vice
Presidents, Assistant Treasurers and Assistant Secretaries. The salaries of officers elected by the Board of Directors shall be
fixed from time to time by the Board of Directors or by such officers as may be designated by resolution of the Board of
Directors.
Section 2.
Election.
The Chief Executive Officer,
President, Chief Financial Officer, Treasurer and the Secretary shall be elected annually by the Board of Directors at their first meeting
following the annual meeting of the stockholders. The Board of Directors or the Chief Executive Officer, may, from time to time, elect
or appoint such other officers as it or he or she may determine, including, but not limited to, one or more Vice Presidents, Assistant
Treasurers and Assistant Secretaries.
Section 3.
Qualification.
No officer need be a director.
Two or more offices may be held by any one person. If required by a resolution of the Board of Directors, an officer shall give bond to
the Corporation for the faithful performance of his or her duties, in such form and amount and with such sureties as the Board of Directors
may determine. The premiums for such bonds shall be paid by the Corporation.
Section 4.
Tenure and Removal.
Each officer elected or appointed
by the Board of Directors shall hold office until the first meeting of the Board of Directors following the next annual meeting of the
stockholders and until his or her successor is elected or appointed and qualified, or until he or she dies, resigns, is removed or becomes
disqualified, unless a shorter term is specified in the resolution electing or appointing said officer. Each officer appointed by the
Chief Executive Officer shall hold office until his or her successor is elected or appointed and qualified, or until he or she dies, resigns,
is removed or becomes disqualified, unless a shorter term is specified by any agreement or other instrument appointing such officer. Any
officer may resign by notice given in writing or by electronic transmission of his or her resignation to the Chief Executive Officer,
the President, or the Secretary, of the Corporation or to the Board of Directors at a meeting of the Board. Such resignation shall be
effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any officer
elected or appointed by the Board of Directors may be removed from office with or without cause only by a resolution of a majority of
the directors. Any officer appointed by the Chief Executive Officer may be removed with or without cause by the Chief Executive Officer
or by a resolution of a majority of the directors then in office.
Section 5.
Chief Executive Officer.
The Chief Executive
Officer shall be the chief executive officer of the Corporation and shall, subject to the direction of the Board of Directors, have
the responsibility for the general management and control of the day-to-day business and affairs of the Corporation. Unless
otherwise provided by resolution of the Board of Directors, in the absence of the Chairman of the Board, the Chief Executive Officer
shall preside at all meetings of the stockholders and, if a director, meetings of the Board of Directors. The Chief Executive
Officer shall have general supervision and direction of all of the other officers (other than the Chairman of the Board or any Vice
Chairman of the Corporation), employees and agents of the Corporation. The Chief Executive Officer shall also have the power and
authority to determine the duties of all officers, employees and agents of the Corporation, shall determine the compensation of any
officers whose compensation is not established by the Board of Directors and shall have the power and authority to sign all
contracts and other instruments of the Corporation which are authorized.
Section 6.
President.
Except for meetings at which
the Chief Executive Officer or the Chairman of the Board, if any, presides, the President shall, if present, preside at all meetings of
the stockholders, and if a director, at all meetings of the Board of Directors. The President shall, subject to the control and direction
of the Chief Executive Officer and the Board of Directors, have and perform such powers and duties as may be prescribed by these Bylaws
or from time to time be determined by the Chief Executive Officer or the Board of Directors. The President shall have power to sign all
stock certificates, contracts and other instruments of the Corporation which are authorized. In the absence of a Chief Executive Officer,
the President shall be the chief executive officer of the Corporation and shall, subject to the direction of the Board of Directors, have
responsibility for the general management and control of the day-to-day business and affairs of the Corporation and shall have general
supervision and direction of all of the officers (other than the Chairman of the Board or any Vice Chairman or the Chief Executive Officer
of the Corporation), employees and agents of the Corporation.
Section 7.
Vice Presidents.
The Vice Presidents, if any,
in the order of their election, or in such other order as the Board of Directors or the Chief Executive Officer may determine, shall have
and perform the powers and duties of the President (or such of the powers and duties as the Board of Directors or the Chief Executive
Officer may determine) whenever the President is absent or unable to act, including the power to sign contracts and other instruments
of the Corporation. The Vice Presidents, if any, shall also have such other powers and duties as may from time to time be determined by
the Board of Directors or the Chief Executive Officer and shall have the power to sign all stock certificates, contracts and other instruments
of the Corporation which are authorized.
Section 8.
Chief Financial Officer, Treasurer and Assistant Treasurers.
The Chief Financial
Officer shall, subject to the control and direction of the Board of Directors and the Chief Executive Officer, be the chief
financial officer of the Corporation and shall have and perform such powers and duties as may be prescribed in these Bylaws or be
determined from time to time by the Board of Directors and the Chief Executive Officer, including the power to sign all contracts
and other instruments of the Corporation which are authorized. All property of the Corporation in the custody of the Chief Financial
Officer shall be subject at all times to the inspection and control of the Board of Directors and the Chief Executive Officer. The
Chief Financial Officer shall have the responsibility for maintaining the financial records of the Corporation. The Chief Financial
Officer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an
account of all such transactions and of the financial condition of the Corporation. Unless the Board of Directors has designated
another person as the Corporation’s Treasurer, the Chief Financial Officer shall also be the Treasurer. Unless otherwise
determined by the Board of Directors, the Treasurer (if different than the Chief Financial Officer) and each Assistant Treasurer, if
any, shall have and perform the powers and duties of the Chief Financial Officer whenever the Chief Financial Officer is absent or
unable to act, and may at any time exercise such of the powers of the Chief Financial Officer, and such other powers and duties, as
may from time to time be determined by the Board of Directors, the Chief Executive Officer or the Chief Financial Officer and shall
have the power to sign all stock certificates, contracts and instruments of the Corporation which are authorized.
Section 9.
Secretary and Assistant Secretaries.
The Board of Directors or
the Chief Executive Officer shall appoint a Secretary and, in his or her absence, one or more Assistant Secretaries. Unless otherwise
directed by the Board of Directors, the Secretary or, in his or her absence, any Assistant Secretary shall attend all meetings of the
directors and the stockholders and shall record all resolutions of the Board of Directors and votes of the stockholders and minutes of
the proceedings at such meetings. The Secretary or, in his or her absence, any Assistant Secretary, shall notify the directors of their
meetings, and shall have and perform such other powers and duties as may be prescribed in these Bylaws or as may from time to time be
determined by the Board of Directors, including the power to sign contracts and other instruments of the Corporation. If the Secretary
or an Assistant Secretary is elected but is not present at any meeting of the Board of Directors or the stockholders, a temporary Secretary
may be appointed by the directors or the Chief Executive Officer at the meeting. The Secretary and each Assistant Secretary shall have
the power to sign all stock certificates, contracts and instruments of the Corporation which are authorized.
Section 10.
Bond.
If required by the Board of
Directors, any officer shall give the Corporation a bond in such sum and with such surety or sureties and upon such terms and conditions
as shall be satisfactory to the Board of Directors, including without limitation a bond for the faithful performance of the duties of
his office and for the restoration to the Corporation of all books, papers, vouchers, money and other property of whatever kind in his
or her possession or under his or her control and belonging to the Corporation.
Section 11.
Action with Respect to Securities of Other Corporations.
Unless otherwise directed
by the Board of Directors or the Chief Executive Officer, the Chief Executive Officer, the President, the Chief Financial Officer or the
Treasurer shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the stockholders
of or with respect to any action of the stockholders of any other corporation in which the Corporation may hold securities and otherwise
to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities in such other corporation.
ARTICLE
V - STOCK
Section 1.
Certificated and Uncertificated Stock.
Shares of the Corporation’s
stock may be certificated or uncertificated, as provided under the Nevada Corporation Law, and shall be entered in the books of the Corporation
and registered as they are issued. Any certificates representing shares of stock shall be in such form as the Board of Directors shall
prescribe, certifying the number and class of shares of stock owned by the stockholder. Any certificates issued to a stockholder of the
Corporation shall bear the name of the Corporation and shall be signed by the Chairman of the Board of Directors, or the President or
a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. Any or all of the signatures
on the certificate may be by facsimile.
Section 2.
Transfers of Stock.
Transfers of stock shall be
made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer
shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of this Article of these
Bylaws or in the case of uncertificated shares, an outstanding certificate for the number of shares involved shall be surrendered for
cancellation before a new certificate is issued therefor.
Section 3.
Record Date.
In order that the Corporation
may determine the stockholders entitled to notice of any meeting of the stockholders, or to receive payment of any dividend or other distribution
or allotment of any rights or 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 on which the resolution
fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before
the date of any meeting of the stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore
described. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled
to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before
the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record
date for determining stockholders entitled to notice of and to vote at a meeting of the stockholders shall be at the close of business
on the day immediately preceding the day on which notice is given or, if notice is waived, at the close of business on the day immediately
preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the
record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto.
A determination of the
stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record date for determination of the stockholders entitled to
vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such
adjourned meeting the same or an earlier date as that fixed for determination of the stockholders entitled to vote in accordance
with the foregoing provisions of this Section 3 at the adjourned meeting.
Section 4.
Lost, Stolen or Destroyed Certificates.
In the event of the loss,
theft or destruction of any certificate of stock, the Corporation may issue a replacement certificate of stock or uncertificated shares
in place of any certificate previously issued by the Corporation pursuant to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.
Section 5.
Regulations.
The issue, transfer, conversion
and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.
Section 6.
Interpretation.
The Board of Directors shall
have the power to interpret all of the terms and provisions of these Bylaws, which interpretation shall be conclusive.
ARTICLE
VI - NOTICES
Section 1.
Notices.
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 effectively to stockholders,
any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Nevada Corporation
Law.
Section 2.
Waiver of Notice.
A written waiver of any notice,
signed by a stockholder or director, or waiver by electronic transmission by such person, whether 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 nor
the purpose of any meeting need be specified in such a waiver. Attendance at any meeting shall constitute waiver of notice, except attendance
for the express purpose of objecting at the beginning of the meeting to the transaction of business because the meeting is not lawfully
called or convened.
ARTICLE
VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1.
Right to Indemnification.
Each person who was or
is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a
director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, trustee,
member or manager of another corporation, limited liability company, partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter referred to as an “Indemnitee”), whether the
basis of such proceeding is alleged action in an official capacity as a director, officer, manager, member, partner or trustee or in
any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Corporation to the
fullest extent permitted by law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader indemnification rights to such Indemnitee than such law
permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such
Indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article with respect to
proceedings to enforce rights to indemnification or as otherwise required by law, the Corporation shall not be required to indemnify
or advance expenses to any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee unless
such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
Section 2.
Right to Advancement of Expenses.
In addition to the right to
indemnification conferred in Section 1 of this Article, an Indemnitee shall also have the right to be paid by the Corporation the
expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition; provided,
however, that, if the Nevada Corporation Law requires, an advancement of expenses incurred by an Indemnitee in his or her capacity
as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right
to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise.
Section 3.
Right of Indemnitees to Bring Suit.
If a claim under
Section 1 or 2 of this Article is not paid in full by the Corporation within sixty (60) days after a written claim has
been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period
shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also
be entitled to be paid the expenses of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce
a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that, and (ii) 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
Indemnitee has not met any applicable standard for indemnification set forth in the Nevada Corporation Law. Neither the failure of
the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal
counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the
Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Nevada
Corporation Law, nor an actual determination by the Corporation (including its directors who are not parties to such action, a
committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable
standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case
of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article or otherwise shall be on the Corporation.
Section 4.
Non-Exclusivity of Rights.
The rights to indemnification
and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter
acquire under any law, statute, the Corporation’s Articles of Incorporation as amended from time to time, these Bylaws, any agreement,
any vote of the stockholders or resolution of disinterested directors or otherwise.
Section 5.
Insurance.
The Corporation may maintain
insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership,
limited liability company, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or loss under the Nevada Corporation Law.
Section 6.
Indemnity Agreements.
The Corporation may enter
into indemnity agreements with the persons who are members of its Board of Directors from time to time, and with such officers, employees
and agents of the Corporation and with such officers, directors, members, managers, partners, employees and agents of any direct or indirect
subsidiaries of the Corporation as the Board of Directors may designate, such indemnity agreements to provide in substance that the Corporation
will indemnify such persons as contemplated by this Article, and to include any other substantive or procedural provisions regarding indemnification
as are not inconsistent with Nevada law. The provisions of such indemnity agreements shall prevail to the extent that they limit or condition
or differ from the provisions of this Article.
Section 7.
Indemnification of Employees and Agents of the Corporation.
The Corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the
indemnification and advancement of expenses of directors and officers of the Corporation.
Section 8.
Nature of Rights.
The rights conferred upon
Indemnitees in this Article shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director,
officer, member, manager, employee, agent or trustee and shall inure to the benefit of such Indemnitee’s heirs, executors and administrators.
Any amendment, alteration or repeal of this Article that adversely affects any right of an Indemnitee or its successors shall be prospective
only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence
of any action or omission to act that took place prior to such amendment, alteration or repeal.
Section 9.
Severability.
If any word, clause, provision
or provisions of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity,
legality and enforceability of the remaining provisions of this Article (including, without limitation, each portion of any Section of
this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of
this Article (including, without limitation, each such portion of any Section of this Article containing any such provision held to be
invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal
or unenforceable.
ARTICLE
VIII - CERTAIN TRANSACTIONS
Section 1.
Transactions with Interested Parties.
No contract or transaction
between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership,
limited liability company, association, or other organization in which one or more of its directors or officers are directors or officers,
or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction or solely because the votes
of such director or officer are counted for such purpose, if:
(a)
The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to
the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by a resolution
of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(b)
The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders;
or
(c)
The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee thereof, or the stockholders.
Section 2.
Quorum.
Common or interested directors
may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract
or transaction.
ARTICLE
IX - MISCELLANEOUS
Section 1.
Facsimile Signatures.
In addition to the provisions
for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of
the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.
Section 2.
Corporate Seal.
The Board of Directors may
provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed
by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary
or Assistant Treasurer.
Section 3.
Reliance upon Books, Reports and Records.
Each director, each member
of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties,
be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated,
or by any other person as to matters which such director or committee member reasonably believes are within such other person’s
professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.
Section 4.
Fiscal Year.
Except as otherwise determined
by the Board of Directors from time to time, the fiscal year of the Corporation shall end on the last day of December of each year.
Section 5.
Time Periods.
In applying any provision
of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done
during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be
excluded, and the day of the event shall be included.
Section 6.
Pronouns.
Whenever the context may require,
any pronouns used in these Bylaws shall include the corresponding masculine, feminine or neuter forms.
ARTICLE
X - FORUM FOR ADJUDICATION
To the fullest extent permitted
by law, and unless the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of
Clark County, Nevada, shall be the sole and exclusive forum for any actions, suits or proceedings, whether civil, administrative or investigative
or that assert any claim or counterclaim (a) brought in the name or right of the Corporation or on its behalf, (b) asserting
a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the
Corporation’s stockholders, (c) arising or asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A or
any provision of the Articles of Incorporation or these Bylaws or (d) asserting a claim governed by the internal affairs doctrine.
In the event that the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction over any such action, suit or
proceeding, then any other state district court located in the State of Nevada shall be the sole and exclusive forum therefor and in the
event that no state district court in the State of Nevada has jurisdiction over any such action, suit or proceeding, then a federal court
located within the State of Nevada shall be the sole and exclusive forum therefor. Any person or entity purchasing or otherwise acquiring
any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X.
Notwithstanding the forgoing, this exclusive forum provision shall not apply to litigation arising under the Securities Exchange Act of
1934, as amended.
ARTICLE
XI - AMENDMENTS
In furtherance and not in
limitation of the powers conferred by law, the Board of Directors is expressly authorized to adopt, amend and repeal these Bylaws subject
to the power of the holders of capital stock of the Corporation to adopt, amend or repeal the Bylaws; provided, however,
that, with respect to the power of holders of capital stock to adopt, amend and repeal Bylaws of the Corporation, notwithstanding any
other provision of these Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law, these Bylaws
or any Preferred Stock of the Corporation, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of
all of the then-outstanding shares entitled to vote generally in the election of directors, voting together as a single class, shall be
required to adopt, amend or repeal any provision of these Bylaws.
