Exhibit 3.1
Amended
and Restated Bylaws of
Calmare
Therapeutics Incorporated
ARTICLE
I
MEETING OF STOCKHOLDERS
SECTION
1.01.
Annual
Meetings. The annual meeting of stockholders for the election of Directors and for the transaction of such other proper business,
notice of which is given in the notice of the meeting, shall be held on such date and at such time and place, within or without
the State of Delaware, as shall be designated by the Board of Directors and set forth in the notice of such meeting. Annual meetings
shall be held within thirteen months subsequent to the date of the last annual meeting of stockholders.
SECTION
1.02.
Special
Meetings. Special meetings of the stockholders may be called at any time by the Chairman of the Board of Directors or by the
Chief Executive Officer of the Corporation or by the Board of Directors. If requested in writing by the holders of not less than
25% of the aggregate of the Corporation's then outstanding capital stock specifying the purpose or purposes of the meeting and
delivered to the Chairman of the Board, the Chief Executive Officer or the Secretary, special meetings of stockholders shall be
called by the Chairman of the Board, the Chief Executive Officer or the Secretary. Only such business as is specified in the notice
of any special meeting of the stockholders shall come before a special meeting. If a special meeting is properly called by the
stockholders, the Board of Directors shall determine the time and place of such special meeting, which shall be held not less
than thirty-five (35) and not more than one hundred twenty (120) days after the date of receipt of the request. For a special
meeting to be properly called by the stockholders, the request in writing for such special meeting shall be adequate as provided
in Section 1.08 below. Special meetings shall be held at such place within or without the State of Delaware and at such hour as
may be designated in the notice of such meeting and the business transacted shall be confined to the object stated in the notice
of the meeting.
SECTION
1.03.
Notice
of Stockholders' Meetings. The notice of all meetings of stockholders shall be in writing and shall state the place, date
and hour of the meeting. The notice of an annual meeting shall state that the meeting is called for the election of the Directors
to be elected at such meeting and for the transaction of such other business as is stated in the notice of the meeting. The notice
of a special meeting shall state the purpose or purposes for which the meeting is called and shall also indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
A
copy of the notice of each meeting of stockholders shall be given, personally or by mail, not less than ten days nor more than
sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting at his or her record address or
at such other address as he may have furnished by request in writing to the Secretary of the Corporation. If a meeting is adjourned
to another time or place, and, if any announcement of the adjourned time or place is made at the meeting, it shall not be necessary
to give notice of the adjourned meeting unless the adjournment is for more than thirty days or the Directors, after adjournment,
fix a new record date for the adjourned meeting.
Notice
of a meeting need not be given to any stockholder who submits a signed waiver of notice, in person or by proxy, whether before
or after the meeting. The attendance of a stockholder at a meeting, in person or by proxy, without protesting prior to the conclusion
of the meeting the lack of notice of such meeting shall constitute a waiver of notice of the meeting.
SECTION
1.04.
Quorum
at Stockholders' Meetings: Vote Required. At any meeting of the stockholders the holders of a majority of the outstanding
shares entitled to vote thereat shall constitute a quorum. If there shall be less than a quorum at any meeting of the stockholders
a majority of those present in person or by proxy may adjourn the meeting.
Directors
shall be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the
election. Whenever any corporate action, other than the election of Directors, is to be taken by vote of the stockholders, it
shall, except as otherwise required by the General Corporation Law, be authorized by a majority of the votes cast at a meeting
of stockholders by the holders of shares entitled to vote thereon.
SECTION
1.05.
Organization.
The Chairman of the Board, if there shall be an incumbent Chairman of the Board, or, otherwise the person designated by the Board
of Directors (or, in the absence of such designation, the highest ranking officer of the Corporation who is present at the meeting)
shall call to order meetings of stockholders and shall act as chairman of such meetings. The Secretary of the Corporation shall
act as secretary of meetings of stockholders. If the Secretary of the Corporation is absent from the meeting, the secretary of
the meeting shall be such person as the chairman of the meeting shall appoint.
SECTION
1.06.
Conduct
of Business. The chairman of any meeting of stockholders shall determine the order of business and the procedures to be followed
at the meeting, including regulation of the manner of voting and of the conduct of discussion. The chairman or secretary of the
meeting shall announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which
the stockholders will vote.
SECTION
1.07.
Inspectors
at Stockholders' Meetings. The Board of Directors, in advance of any stockholders meeting, may appoint one or more inspectors
to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at the stockholders'
meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint one or more inspectors. In case any
person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of
the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and
according to the best of his or her ability.
The
inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine
all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request
of the person presiding at the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing
of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate
made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.
SECTION
1.08.
Proper
Business; Stockholder Proposals; Notice Requirements; Nomination of Directors for Election. At an annual meeting of the stockholders,
only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before the
meeting, business must be (i) specified in the notice of the meeting given by or at the direction of the Board of Directors, (ii)
properly brought before the meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before
the meeting by a stockholder of the Corporation who gives timely and adequate written notice to the Secretary of the Corporation
of such business such stockholder intends to bring before the meeting, was a stockholder of record at the time such stockholder
gives such notice and who is entitled to vote at the meeting.
To
be timely, such notice must be received by the Secretary not earlier than one hundred fifty (150) and not later than ninety (90)
days before the first anniversary of the annual meeting in the preceding year.
To
be adequate, such notice shall set forth as to each matter the stockholder proposes to bring before the meeting (i) a brief
description of the business desired to be brought before the meeting which business shall be a proper matter for stockholder
action under the Delaware General Corporation Law, (ii) the reasons for conducting such business at the meeting, (iii) any
material interest in such business of the stockholder of record and the beneficial owners, if any, on whose behalf the
proposal is made, (iv) the name and address of the stockholder of record and such beneficial stockholders, if any, (v) the
class and number of shares owned by the stockholder of record and such beneficial owners, (vi) a representation by such
stockholder of record that such stockholder intends to appear at the meeting in person or by proxy to bring the business
before the meeting, and (vii) if such business includes a proposal to amend the Certificate of corporation or the By-Laws of
the Corporation, the language of the proposed amendment.
Where
the business proposed is the nomination for election or re-election of a Director or Directors at an annual or special meeting,
a notice of proposed business intended to be brought before an annual meeting or a request in writing for a special meeting by
holders of the proper amount of the Corporations capital stock, shall, in order to be adequate, set forth as to each person whom
the stockholder or stockholders propose to nominate for election or reelection as a Director, (i) the name, age, business address
and residence address of the person, (ii) the principal occupations or employments of the person currently and for the prior five
years, (iii) a description of all arrangements or understandings between or among the person or persons proposed as a nominee
and the proposing stockholder or stockholders and any other persons including their names, and (iv) a statement signed by the
person that such person consents to being named as a nominee, and, if elected, the person intends to serve as a Director.
The
Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation
to determine the eligibility of the proposed nominee to serve as a Director of the Corporation. Information concerning the proposed
nominee need not be included in the proxy statement furnished to stockholders by the Corporation in connection with an annual
meeting and nothing in this Section is intended to govern or shall be deemed to affect any rights of stockholders or the Corporation
to request or deny inclusion of proposals in a proxy statement issued by the Corporation pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934. These provisions shall not apply to nomination of any persons entitled to be separately elected by holders
of any class or series of capital stock pursuant to the terms of such capital stock or pursuant to the terms of any contract to
which the Corporation shall be a party.
SECTION
1.09.
Proxies
and Voting. At any meeting of stockholders, each stockholder entitled to vote may vote in person or by proxy. Each stockholder
shall have one vote for each share of capital stock entitled to vote which is registered in his or her name on the record date
for the meeting, except as otherwise provided in these By- Laws or as otherwise required by law. All voting by stockholders, except
on the election of Directors and except as otherwise required by law, may be by voice vote; provided, however, that upon demand
therefor by a stockholder (or by his or her proxy) entitled to vote, a stock vote shall be taken. Each stock vote shall be taken
by written ballots, each of which shall state the name of the stockholder (or proxy) voting. Each vote taken by ballots shall
be counted by an inspector or inspectors appointed by the chairman of the meeting. Elections of Directors shall be determined
by a plurality of the votes cast; except as otherwise required by law, all other matters shall be determined by a majority of
votes cast.
SECTION
1.10.
Adjournment.
Any meeting of stockholders, annual or special, may be adjourned from time to time to reconvene at the same place or another place.
Notice need not be given of any such adjourned meeting if the date, time, and place thereof are announced at the meeting at which
the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days or if a new record date
is fixed for the adjourned meeting, written notice of the date, time, and place of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting. At the adjourned meeting, any business may be transacted which
might have been transacted at the original meeting.
ARTICLE
II
DIRECTORS
SECTION
2.01.
Qualifications
and Number; Vacancies. A Director need not be a shareholder, a citizen of the United States, or a resident of the State of
Delaware. The number of directors shall be three or more, as fixed from time to time by resolution of the board of directors;
provided, however, that the number of directors shall not be reduced so as to shorten the tenure of any director at the time in
office and provided that the number of directors shall not be less than three. Each of the Directors shall hold office until the
next annual meeting of shareholders and until their successor shall have been elected and qualified.
.
Any Director may be removed for cause by the vote of stockholders holding 50% or more of the issued and outstanding common stock
of the Company.
Vacancies
and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority
of the Directors then in office, though less than a quorum, or by a sole remaining Director.
SECTION
2.02.
Term.
Each director shall hold office until the next annual meeting of shareholders and until his successor has been elected and qualified,
or until the Director shall sooner resign, retire, become deceased or be removed by the stockholders. Any Director may resign
at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such Director
to the Chairman, the Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take
effect upon delivery.
SECTION
2.03.
Place
and Time of Meetings of the Board. Regular and special meetings of the Board shall be held at such places (within or without
the State of Delaware) and at such times as may be fixed by the Board or upon call of the Chief Executive Officer of the Corporation
(or of the executive committee if constituted) or of any two Directors, provided that the Board of Directors shall hold at least
four meetings a year.
SECTION
2.04.
Quorum
and Manner of Acting. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business,
but if there shall be less than a quorum at any meeting of the Board, a majority of those present (or if only one be present,
then that one) may adjourn the meeting from time to time and the meeting may be held as adjourned without further notice. At all
meetings of Directors, a quorum being present, all matters shall be decided by the vote of a majority of the Directors present
at the time of the vote.
SECTION
2.05.
Chairman
of the Board. The Directors may elect one of their members to be Chairman of the Board of Directors. The Chairman of the Board
of Directors shall be subject to the control of, and may be removed with or without cause by, the Board of Directors. The Chairman
of the Board of Directors shall perform such duties as may from time to time be assigned to him or her by the Board of Directors.
SECTION
2.06.
Remuneration
of Directors. In addition to reimbursement for his or her reasonable expenses incurred in attending meetings or otherwise
in connection with his or her attention to the affairs of the Corporation, each Director as such, and as a member of any committee
of the Board, shall be entitled to receive such remuneration as may be fixed from time to time by the Board.
SECTION
2.07.
Notice
of Meetings of the Board. Regular meetings of the Board may be held without notice if the time and place of such meetings
are fixed by the Board. All regular meetings of the Board, the time and place of which have not been fixed by the Board, and all
special meetings of the Board shall be held upon twenty-four hours' notice to the Directors given by letter or confirmed fascimile
email or other electronic means. No notice need specify the purpose of the meeting. Any requirement of notice shall be effectively
waived by any Director who signs a waiver of notice before or after the meeting or who attends the meeting without protesting
(prior thereto or at its commencement) the lack of notice to him. Meetings of the Board of Directors may be held without notice
immediately after annual meetings of stockholders.
SECTION
2.08.
Executive
Committee and Other Committees. The Board of Directors, by resolution adopted by a majority of the entire Board, may
designate from among its members an Executive Committee and other committees to serve at the pleasure of the Board. Each
committee shall consist of three or more Directors. If constituted during the intervals between the meetings of the Board,
the Executive Committee shall have all of the authority of the Board of Directors. Each other committee shall be empowered to
perform such functions as may, by resolution, be delegated to it by the Board.
The
Board of Directors may designate one or more Directors as alternate members of any such committee, who may replace any absent
member or members at any meetings of such committee. Vacancies in any committee, whether caused by resignation or by increase
in the number of members constituting said committee, shall be filled by a majority of the entire Board of Directors. The Executive
Committee (if constituted) may fix its own quorum. In the absence or disqualification of any member of any such committee, the
member or members thereof present at any meeting and not disqualified from voting whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified
member.
SECTION
2.09.
Action
Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board,
or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.
Such written consent may be executed in any number of counterparts each of which when so executed and delivered shall be deemed
to be an original without the production of any other counterpart. Any signature delivered by facsimile or other electronic means
shall be deemed an original signature thereto.
SECTION
2.10.
Telephonic
Meetings. Nothing contained in these By-Laws shall be deemed to restrict the power of members of the Board of Directors, or
of any committee of the Board of Directors to participate in meetings of the Board of Directors (or of such committees) by means
of conference telephone or other communications equipment by means of which all persons participating in such meeting can hear
each other.
SECTION
2.11.
Removal
of a Director. Any director of the Corporation may be removed by a vote or consent of a majority of the Stockholders of the
Company. Any director of the Corporation may also be removed by a vote of a majority of the Board of Directors in the event such
Director has violated his or her fiduciary duties to the Corporation or has violated the Corporate Code of Conduct as then in
effect.
ARTICLE
III
OFFICERS
SECTION
3.01.
Officers.
The Board of Directors, at its first meeting held after the annual meeting of stockholders in each year shall elect a Chairman
of the Board, a President, one or more Vice Presidents, a Chief Financial Officer, a Secretary and may, in its discretion, also
appoint from time to time such other officers or agents as it may deem proper. The Chairman of the Board shall be elected from
among the members of the Board of Directors. The Board shall consider the recommendations of the Chief Executive Officer of the
Corporation for any such positions, but shall not be bound by such recommendations.
Any
two or more offices may be held by the same person.
Unless
otherwise provided in the resolution of election or appointment or in the employment agreement with an officer, each officer shall
hold office until the meeting of the Board of Directors following the next annual meeting of stockholders and until his or her
successor has been elected and qualified; provided, however, that the Board of Directors may, unless otherwise provided in such
resolution or agreement, remove any officer for cause or without cause at any time.
SECTION
3.02.
Chairman
of the Board. The Chairman shall, if present, preside at all meetings of the stockholders and Board of Directors. The Chairman
shall act as lead director and serve as principal interface between the Board of Directors and management of the Corporation and
shall work with the Chief Executive Officer to develop agendas for all meetings of the Board of Directors. He shall also consult
with and recommend to the Nominating and Corporate Governance Committee, the membership of the various committees of the Board
of Directors. The Chairman shall have the right to attend committee meetings of the Board of Directors whenever appropriate. The
Chairman shall also do and perform any and all other acts and duties which may be assigned to him from time to time by the Board
of Directors.
SECTION
3.03.
Chairman
of Executive Committee. The Chairman of the Executive Committee shall, if present, preside at all meetings of the Executive
Committee (if constituted) and shall do and perform all other acts and duties which may be assigned to him from time to time by
the Board of Directors.
SECTION
3.04.
President.
In the absence of the Chairman of the Board or his or her inability to act, the President shall preside at all meetings of the
stockholders and of the Board of Directors. The President shall do and perform all other acts and duties which may be assigned
to him from time to time by the Board of Directors or the Chairman of the Board.
SECTION
3.05.
The
Chief Financial Officer. The Chief Financial Officer shall be responsible for the financial affairs of the Corporation as
may be delegated to the Chief Financial Officer by the Chief Executive Officer and, if the Chief Financial Officer shall be absent
or unable to act, the Board of Directors shall promptly elect a permanent or temporary Chief Financial Officer.
SECTION
3.06.
Vice
Presidents. The Vice Presidents shall do and perform such acts and duties as may be assigned to them from time to time by
the Board of Directors, the Chairman of the Board or the President.
SECTION
3.07.
Designations
of CEO, CFO and COO. The Board of Directors shall from time to time designate the persons, whether by name or title, who shall
be the Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and Chief Operating Officer ("COO")
of the Corporation. The CEO shall have general supervision of the affairs of the Corporation subject to the control of the Board
of Directors. Each of the CEO, the CFO and the COO shall have the power on behalf of the Corporation to execute and deliver all
contracts, instruments, conveyances or documents and to affix the corporate seal thereto.
SECTION
3.08.
Secretary.
The Secretary shall keep minutes of the proceedings and the resolutions adopted at all meetings of the stockholders and the Board
of Directors, and shall give due notice of the meetings of the stockholders and the Board of Directors. He or she shall have charge
of the seal and all books and papers of the Corporation, and shall perform all duties incident to his or her office. In case of
the absence or disability of the Secretary, his or her duties and powers may be exercised by such person as may be appointed by
the Board of Directors or the Executive Committee.
SECTION
3.09.
Delegation
of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer
or agent, notwithstanding any other provision of these By-Laws.
SECTION
3.10.
Facsimile
Signatures of Officers and Directors. Facsimile or electronic signatures of any officer or director may be used whenever authorized
by these By-Laws or by the Board of Directors.
SECTION
3.11.
Action
with Respect to Securities of Other Entities. Unless otherwise prescribed by the Board of Directors, the Chief Executive
Officer, the President or Secretary (or any other officer designated by the Chief Executive Officer to act in their stead)
shall have power and authority on the Corporation's behalf to attend (and to act and vote at) meetings of holders of
securities of any entity in which the Corporation shall own or hold securities. At such meetings, the Chief Executive
Officer, the President, Secretary or Chief Executive Officer's designee, as the case may be, shall possess (and may exercise)
all rights and powers incident to the ownership or holding of such securities which the Corporation might have possessed and
exercised. The Chief Executive Officer, the President, the Secretary or the Chief Executive Officer's designee may execute
and deliver on the Corporation's behalf powers of attorney, proxies, consents, waivers, and other instruments relating to the
securities owned or held by the Corporation.
ARTICLE
IV
INDEMNIFICATION
SECTION
4.01.
Indemnification.
(a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or
in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.
(b)
The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance
of his or her duty to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in
which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which
such Court of Chancery or such other court shall deem proper.
(c)
To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(d)
Any indemnification under subsections (a) and (b) (unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made (1)
by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or (3) by the stockholders.
(e)
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided in subsection
(d) upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article IV.
(f)
The indemnification provided by this Article IV shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(g)
The Board of Directors may authorize, by a vote of a majority of the full Board, the Corporation to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his or her status
as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this
Article IV.
ARTICLE
V
CAPITAL STOCK
SECTION
5.01.
Share
Certificates. Each certificate representing shares of the Corporation shall be in such form as may be approved by the Board
of Directors and, when issued, shall contain upon the face or back thereof the statements prescribed by the Delaware General Corporation
Law and by any other applicable provision of law. Each such certificate shall be signed by the Chairman, Chief Executive Officer
or President or a Vice President and by the Secretary, Chief Financial Officer or Treasurer or an Assistant Secretary. The signatures
of said officers upon a certificate may be facsimile if the certificate is countersigned by a transfer agent or registered by
a registrar other than the Corporation itself or its employee. In case any officer who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if he were such officer at the date of issue.
If
the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations,
preferences and relative, participating optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of
the certificates which the Corporation shall issue to represent such class or series of stock or there shall be set forth on the
face or back of the certificates which the Corporation shall issue to represent such class or series of stock, a statement that
the Corporation will furnish, without charge to each stockholder who so requests, the designations, references and relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions
of such preferences and/or rights. Any restriction imposed upon the transfer of shares or registration of transfer of shares shall
be noted conspicuously on the certificate representing the shares subject to such restriction.
SECTION
5.02.
Lost,
Destroyed or Stolen Certificates. No certificate representing shares shall be issued in place of any certificate alleged to
have been lost, destroyed or stolen, except on production of an affidavit stating that such certificate has been lost, stolen,
or destroyed and/or other evidence of such loss, destruction or theft as may be requested by the Board of Directors, and on delivery
to the Corporation, if the Board of Directors shall so require, of a bond of indemnity in such amount, upon such terms and secured
by such surety as the Board of Directors may in its discretion require.
SECTION
5.03.
Transfer
of Shares. The shares of stock of the Corporation shall be transferable or assignable on the books of the Corporation only
by the person to whom they have been issued or his or her legal representative, in person or by attorney, and only upon surrender
of the certificate or certificates representing such shares properly assigned. The person in whose name shares of stock shall
stand on the record of stockholders of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.
SECTION
5.04.
Record
Dates. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other action, the Board may fix, in advance, a date as the record date
for any such determination of stockholders. Such date shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action.
ARTICLE
VI
MISCELLANEOUS
SECTION
6.01.
Signing
of Instruments. All checks, drafts, notes, acceptances, bills of exchange, and orders for the payment of money shall be signed
in such manner and by such person or persons as may be authorized from time to time by the Board of Directors or by the by-laws.
SECTION
6.02.
Corporate
Seal. The seal of the Corporation shall be in such form and shall have such content as the Board of Directors shall from time
to time determine.
SECTION
6.03.
Pro-Forma
Banking and Qualification Resolutions. Resolutions from time to time necessary or appropriate for the opening or maintenance
by the Corporation of any account with any bank, trust company, or broker-dealer or for the qualification of the Corporation to
do business under the laws of any state shall be effective and shall be adopted in the exact words of such pro-forma resolution
as of the date of certification thereof so long as such resolutions shall be certified by the Secretary or an Assistant Secretary
of the Corporation and filed with the permanent records of the resolutions of the Directors of the Corporation.
SECTION
6.04.
Fiscal
Year. The Corporation's fiscal year shall be the twelve calendar months ending December 31 in each year unless otherwise fixed
by the Board of Directors.
SECTION
6.05.
Time
Periods. Whenever these By-Laws require that an act be done or not be done a specified number of days prior to or after the
occurrence of any event (or require that an act be done or not be done within a period of days prior to or after the occurrence
of an event), calendar days shall be used, with the day of the doing of such act excluded and the day of the occurrence of such
event included.
ARTICLE
VII
AMENDMENTS OF BY-LAWS
SECTION
7.01.
Amendments
by Directors. These by-laws may be altered, amended or repealed at any meeting, by vote of a majority of the Board of Directors,
provided that notices of the proposed amendments shall have been sent by mail to all the Directors not less than three days before
the meeting at which they are to be acted upon, or at any regular meeting of the Directors, by the unanimous vote of all the Directors
present.
SECTION
7.02.
Amendments
by Shareholders. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders
of a majority of the outstanding shares entitled to vote.
