Exhibit 2.2

AMENDED AND RESTATED BYLAWS OF NXGEN BRANDS, INC. a Nevada Corporation Adopted by Resolution dated July 26 th 2023

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ARTICLE 1. OFFICES 1. Business Offices . The p rincipa l office of the corporation shall be located in such location as the board of directors ma y determine from time to time . The corporation may have such other offices, either within or without Nevada, as the board of directors may designate or as the business of the corporation may require from time to time . 2. Registered Office . The registered office of the corporation required to be kept by the Nevada Business Corporat i on Act (as i t may be amended from time to time, the "Act" ) sha ll be located within the State of Nevad a and may be, but need not be, identical with the princ ipal office . The address of the regist ered office may be changed from time to time . ARTICLE 2. SHAREHOLDERS 1. Annual Meeting . The annual meeting of the shareholders shall be held on suc h date and such time as shall b e designated from time to time by the board of directors, for the purpose of e l ecting directors and for t he transaction of such other business as may come before the meeting . The Directors have the right to defer annua l meetings for where no 'mate rial business' is on the agenda . If the day fix ed for th e annua l meet in g shall be a legal holiday, such meeting sha ll be h e ld on the next succeeding business d ay . 2. Special Meetings . Special meetings of the shareholders, for any purpose or purposes described in the meeting notic e , may be called by the president or at the written request of the holders of not les s than Seventy - Five percent ( 75 % ) of all the votes entitled to b e cast on any i ssue proposed to be considered at the meeting . 3. Pl ace of Meeting . The board of directors may designate any place , either within or without the State of Nevada, as the place of mee ting for any annual or any special meeting of the shareho l ders . If no de signation is made by the directors, the place of meeting shall be the principal office of the Corporat ion . Meetings can be held virtually at the discretion of the board . 4. Notice of Meeting . 2 . 4 . (a) Content and Mai lin gs Requirements . Written notice stating the date, ti me a nd place of each an nua l or special shareholder meeting shall be delivered no fewer than 5 nor more th a n 30 days before the date of the meeting, either personall y or by mail, by or at the direction of the presid e nt, the board of directors, or other persons call i ng the meeting, to each shareholder of record entitled to vote at such meeting and to any other shareho l der en titled by the Act or the articles of inco rporatio n to receive not i ce of the meeting . Notice of special shareholder meetings s hall include a description of the pu rpose or purposes for whic h the meeting is called .

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2 2 . 4 . {b) Effective Date . Written notice shall be deemed to be effective at the earlier of : { 1 ) when mailed, if addressed to the shareholder's address shown in the corporation's current record of shareholders ; ( 2 ) when received ; { 3 ) fiv e days after it is mailed ; or { 4 ) on the date shown on the return receipt if sent by registered or certified mail, return rece ipt requested, and the receipt is signed by or on behalf of the addressee . 4. {c) Effect of Adjournment . If any shareholder meeting is adjourned to a different date, time or place, notice need not be given of the new date, time and place, if the new date, time and place is announced at the meeting before adjournment . But i f a new record da te for the adjourned meeting is or must be fixed, then notice must be given pursuant to th e requirements of this section to those persons who are shareholde rs as of the new record date . 5. Waiver of Notice . 2 . 5 . {a) Written Waiver . A shareholder may w aive any notice required by the Act, the articles of incorporation or the bylaws, by a writ ing signed by the sha reho l der ent itled to the notice, which is delivered to the corporation {either before or after the date and time stated in the notice) for inclusion in the minutes or filing with the corpora t e records . 5. {b) Attendance at Meetings . A shareho lder' s attendance at a meeting : ( 1 ) waives objection to lack of notice or defective notice of the meeting, unless the shareh older at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or effective notice ; and ( 2 ) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meet ing notice, unless th e shareholder objects to considerin g the matter when it is presented . 6. Record Dat e . 2 . 6 . (a) Fixing of Record Date . For the pu rpose of determining shareholde r s entitled to notice of or to vote at any meeting of shareholde r s, or shareholders entitled to receive payment of any distribution, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in adva nce a date as the record date . Such record date shall not be more than 70 days prior to the dat e on which the particular action r equiring such determination of shareholders is to be taken . If no record date is so fixed by the boa r d for the determination of shareholders e nti t led to notice of, or to vote at, a meet in g of shareholde rs, the record date for determination of such shareholders shall be at the close of bu s iness on the day before the first notice is d el iv e red to shareholders . If no record date is fixed by the board for the determination of shareholders entitled to receive a distr ibuti o n, the record dat e shall be the date the board authorizes the distribution . If no record date is fix ed by the board for the de termina ti on of shareholders e n t i tled to take action without a meet i ng, the record date shall be the date the first shareholder signs a consent .

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3 2 . 6 . (b) Effect of Adjo urnment . When a determinat i on of shareholders entitled to vote at any meeting of shareholders h as been made as provided in this section, suc h d etermination shall apply to any adjournment thereof unless th e board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting . 7. Shareholder List . After fixing a record date for a shareholders ' meeting, the corporation shall prepare a list of the names of its shareholders entitled to be given notice of the meeting . The list must be arranged by voting grou p a nd within each voting gro up by class or series of shares, must be alphabetical within each class o r ser i es, and mu st sho w the address of, and the number of shares held by, each shareholder . The shareholder li st must be available for inspection by any shareholder, beginning on the earlier of ten days before the meeting for which the list was prepared or two business days after notice of the meeting is gi v en for w h ic h the l i st was prepared and continuing through the meeting and any adjournment thereo f . The list shall be available at the corporation's principal office or at a place identified in the meeting not ice in the city wh ere the meeting will be held . 8. Sharehol der Quorum and Voting Requirement s . 2 . 8 . (a) Quorum . At any meeting of share holder s , a maj ority of t h e issued and outstanding shares of the corporation entitled to vote, ei t he r with Common an d/or Prefe rred Series Shares, represented in person or in proxy, shall constitut e a quor um . Share s entit l ed to vote as a separate voting group may take action on a matter at a meeting onl y if a quorum of t h ose shares exists with respect to that matter . Unless the articles of in corporation or the Act provi de otherw i se, a majority of the votes entitled to be cast o n the matter by the votin g group constitutes a quorum of that voting group for action on tha t matter . Once a share is represent ed for any purpose at a meeting, it is deemed present for quorum purposes for the remain der of th e meeting and for any adjournment of that meeting unless a new reco rd dat e is or must b e set for that adjourn ed meeting . 2 . 8 . (b) Voting Groups . If the articles of incorporation Or" th e Act prov ide for voting by a singl e voting group on a matter, action on that matter is take n when voted upon by that voting group . If the articles of incorporation or t he Ac t provide for voting by two or more vo ting groups on a matter, action on tha t matter is taken only when vo te d upon by each of those v oting groups counted separately . Action may be taken by one vot i ng group on a mat ter even though no action is taken by another voting group entitled to vote o n the matte r . 2 . 8 . (c) Shareholder Action . If a quorum exists, action on a mat t er, oth e r than the election of directors, by a voting group is approved if the votes cast with in th e vot in g grou p favori ng the action exceed the votes cast opposing the act i on, u nles s the ar ti cles of inco r porati on or the Act require a greater number of affirmative votes . Directo rs are elected by a pl uralit y of the votes cast by the shares entitled to vote i n the election at a meeting at which a quorum is p r esent and, where

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4 applicable, on a 'fully diluted' or 'as converted' basis of several classes of shares . 9. Proxies . At all meetings of shareholde rs, a shareholder may vo te in person or by proxy which is executed in wri ting by the shareholder or which is execu ted by his or her duly authorized attorney - in - fact . Such pro xy shall be filed with the secretary of the corporation or other person author i zed to tabulate votes before or at t h e time of the meeting . No proxy shall be valid after 11 months from the date of it s execution unless other wise provided in the proxy . 10. Voting of Shar es . Unless otherwise provided in the a rticles of incorporat ion or by applicable law, each outstanding share, regardless o f class, is entitled to on e vote upon eac h matter submitted to a vote at a meeting of shareholde r s . Excep t as provided by specific court orde r, no shares of the corporation owned, directly or indirec tly, by a sec ond corporation, domestic or fore ign, shall be voted at any meeting or counted in determi ning the total number of outstanding shares at any given time for purposes of any meeting if a majority of t h e shares entitled to vote for the election of directors of suc h second corporation are held by the corporation . The prior sentence shall not limit the power of the corporation to vote any shares, including its own shares, h eld by it in a fiduciary capacity . 11. Meetings by Telecommunicatio ns . Any or all shareholders may participat e in an annual or special meeting by, or conduct the meetin g through the use o f, an y mean s of co m munication by which all shareholders part ic ipating may hear each other during the meeting . A shareholder participati ng in a meeting by this means is deemed to be present in perso n at the meeting . 12. Action Without a Meeting . 2 . 12 . {a) Written Consent . Any action which may be take n at a meeting of the shareholders may be taken without a meeting and without prior notice if one or mor e consen ts i n writing, setting forth the action so taken, shall be signed by the holders of outstanding shar es having not less than the minimum number of votes t hat would be necessary to authorize or take suc h act ion at a meeting at which all shareholders entitled to vote with respect to the subject matter t h ereof were present and voted . Action take n under this section has the same eff ect as action taken at a meeting of shareholders and may be described as such in any document . 2 . 12 . (b) Post - Co nsent Notice . Unless the written consent s of all shareholders entitled to vote have been obtained, notice of any shareholder approval withou ..: a meeting shall be given at least ten days before the consummat ion of the action authorized by such approval to (i) those shareholders en titled to vote who have not consented in writing, and (ii) thos e sharehol d ers not entitled to vote and to whom th e Act requires that notice of the prop osed acti on be given . Any such notice must contain or be accompanied by the same material that is required under the Act to be sent in a notice of meeting at which the proposed action wouid have been submitted to

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5 the shareholders for action and shall be posted in a location at the disc r et i on of the Board. 2 . 12 . (c) Effective Date and Revocatio n o f Consents . No action taken pursuant to this section shall be effective unless all written consents on which the corporation relies for t h e taking of an action are received by the corporation within a 60 - day period and not r evo k e d . Such action is effective as of the date the last written consent necessary to effect the action is received, unless all of the written consents specify a later date as the effecti v e date of the action . If the corporation has received written consents s i gned by all shareholders en t it led to v o te with respect to the action, the effective date of the action may be any date that is specified in all the written consents as the effective date of the action . Any suc h writing may be rec eive d by the corp or a ti o n by electronically transmitted facsimile or other form of communication providing the corporation with a complete copy thereof, including a copy of the signatu r es thereto . Any s h ar e ho lder giving a written consent pursuant to this section may revoke the consent by a s i g ne d writing des crib i n g the action and stating that the consent is revoked, provided that s u c h writing is received by the corporation prior to the effective date of the action . ARTICLE 3. BOARD OF DIRECTORS 1. General Powers . All corporate po w ers shall be exe rcis ed by or under the authority of, and the business and affairs of the corporation shall be mana g ed unde r t he dir ec t i on of, the board of directors . 2. Number, Tenure and Qualificati ons . The authorized number of dir e ctor s shall be not less than one nor more than four . The current number of directors shall be within the l im its specified above, as determined (or as amended from ti me - to - t i me ) by reso l u t ion adopted by either the shareholders or the directors . Each director s h all h o l d office un t i l the next annual meeting of shareholders or until the director's earlier death, resignation or removal . In the event of their death or incapacitation, a Director wi l l be r e pr esen t ed by their attorney, as nominat e d by their next of kin, until the next election . However, if a director's t e r m expires, the dire ct or shall continue to serv e until his or her successor shall have been e l ecte d and qua l ified , or until there is a decreas e i n the number of directors . Directors do not need to be r es i de n t s of Nevad a or sha r eho l d ers of the corp ora tion . 3. Regular Meetings . A regular me e ting of t he board of directors shall be held without other notice than this bylaw immediately a f te r , and at the sam e place as, the annual m eeti ng of shareholders (and only to the extent suc h a nnu al m eeting is , i n fa c t, so held), for the purpose of appointing officers and transacting suc h other bu s in e s s as may come before the meeti ng . Th e board of directors may provide, by resolution, the time and place for the ho ld in g of add i ti o n a l regular meetings without other notice than suc h resol u t ion .

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6 4. Special Meetings . Special meetings of the board of directors may be called by or at the request of the president or the chairman of the board of directors . The person authorized to call special meetings of the board of directors may fix any place as the place for holding any spec i a l meeting of the board of d i re c tors . 5. Notice of Special Meetings . Not i c e of the date , time and place of an y special director meeting shall be given at least two days previously thereto either ora lly or in writing . Ora l notice shall be effective when communicated in a comprehensive manner . Wr i tten notice is effective as to each director at the earlier of : (a) when received ; (b) three days afte r deposited in th e United States mail, addressed to the director's address shown in the records of the co rpor at io n ; or (c) two ( 2 ) days after sent via email to all directors ; (d) the date s h o wn on the return recei pt i f sent by registered or certified mail, return receipt requested, and the re ce ipt is signed by or on beha l f of the director . Any director may waive notice of any meeting before or afte r t h e date and tim e of the meeting stated in the notice . Except as provided in the next sentence, the waiver must be in writing and signed by the director entitled to the notice . A director 's atten dance at or par t icipation in a meeting shall constitute a waiver of notice of such meet ing, un l ess the dire cto r at the beginn i ng of t he meeting, or promptl y upon his arrival, objects to holding th e meeting o r tra nsacti ng busine ss at the meeting because of lack of or defective notice, an d does not the reaft er vote for or assen t to action taken at the meeting . Unless required by the articles of inco r po ration, neither the business to be transacted at, nor the purpose of, any special meeting of the board of directors need be specified in the notice or waiver of not ic e of such meeting . 3.6. Quorum and Voting. 3 . 6 . ( a ) Quorum . A majority of t h e n umber of directors p rescri b e d by resolution adopted pursuant to section 3 . 2 of these bylaws, or if no number is presc r i bed, the numb er in office immediately before the meeting begins, shall constitute a quorum for the tr an sa ction o f business at any meeting of the board of directors, unless th e a rticles of incorporation r equ i re a gr eate r number . 3 . 6 . (b) Voting . The act of the majority ohhe directors present at a meeting at which a quorum is present when the vote is taken s h all be the act of the board of directors unless the articles of incorporation require a g r e at e r percentage . 3 . 6 . (c) Presumption of Assent . A direct or who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deem ed to have assented to the action taken unless : ( 1 ) the director objects at t he beginning of the m eet in g , or promptly upon his or her arrival, to holding or transacting bu si n ess a t th e meeting and does not thereafter vote for or assent to any action taken at the meeting ; ( 2 ) the d irector contemporaneo u s l y reque s t s that his or her dissen t or abstention as to an y specific action be entered in th e minut es of the meeting ; or ( 3 ) th e director causes written notice of his or her di ssent or abstention as to any specific action be received by the presiding officer of the meeting before i ts ad j o u rnmen t or to the

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7 corporation immediately after adjournment of the meeting . The right of dis sen t or abstention is not available to a director who votes in favor of the action taken . 7. Meetings by Telecommunicat i o ns . Any or all directors may participate in a reg u l ar or special meeting by, or conduct the meeting t hrou g h the use of, any mea ns of comm uni cation by which all directors participating may h ear each other during the me et ing . A director p a rticipating in a meeting by this means is deemed to be present in p e r so n at the meeting . 8. Action Without a Meeting . Any action required or pemmted to be t ake n by the board of directors at a meet i ng may be taken without a meeting if a ll the d ire c t or s consent to such action in writing . Action taken by written c onse nt is effective w h e n the last director signs the consent, unless, prior to suc h time, any director has revoked a consent by a signed w rit ing received by the corporation, or unless th e consent specifi e s a di ff e re n t effe c t i ve dat e . A signed consent has the effect of an action taken at a meeting of directors and may be descri b ed as such in any document . 9. Resignation . A director may resign at any time by g i vin g a w r i tte n notice of resignation to the corporation . Such a res i gnation is effective when the not i ce is r ec e iv ed by the corporation unless the notice specifies a later effective date, and the acceptance of such r esig n a tion shall not be necessary to make it effective . 10. Removal . The shareholders may remove one or more directors at a meeting called for that purpose if notice has been given t h a t a purpose of the meetin g 1 s suc h removal . The removal must be with cause . If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that di rec t o r . A director may be r emov ed only if the number of votes cast to remove him or her exceeds the number of v ote s cast not to remove him or her . In the event of a tied vote, the President has the castin g vote . The Pr esid ent may not be removed without a 75 % major i t y vote in favor . 11. Vacancies . Unless t h e articles of incorporation provide o t h erwi se, if a v a ca n cy occurs on the board of directors, including a vacancy res u l t in g from an increase in the n umb e r of dire cto rs , the shareholders or the board of directors may fill the vacancy . During suc h t ime if the d irect ors remaining in office const i tut e fewer than a q uor um of the boa rd , they may fill the v aca n cy by the affirmative vote of a majority of all the directors remaining in office . I f the v a c a nt office was held by a director elected by a voting group of s h a r eh o l de rs : ( 1 ) 1 f one or more dir ect or s are el ec t ed by the same voting group, only such directors are entitled rn vote to fill the v ac a n cy if it is fi lle d by the directors; and (2) only the holders of s ha r es o f that voting group are entitl e d to vote to fill the vacancy if it is filled by the shareholders. A vacancy t h a t will occur at a specifi c later da t e (by r eas on of a resignation effecti v e at a later date) may be filled before the vacancy occurs, but the new director may not take office u nt i l the vacancy occurs.

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8 12. Compensation . By resolution of the board of directors, each d irector m a y be paid his or her expenses, if any, of attendance at each me e ting of the board of d ire ct ors and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board of directors or both . No such payment shall preclude any director from servin g the corporation in any other capacity and receiving compensation therefor . 13. Committees . The board of directors may create one or more comm ittees and appoint members of the board of directors to serve on them . Each committee must have two or more members, who serve at the pleasure o f the board of directors . T hose sections of this Article 3 which govern meetings, action without meeti ngs, notice and waiver of n o tice , and quorum and voting requirements of the board of directors, apply to committees and their m e mb er s . ARTICLE 4. OFFICERS 1. Number . The officers of the corporation s ha ll be a president, a secretary and a treasurer, each of whom shall be appointed by the board of directors and an individual person may be voted to multiple offices by the Board . Such other officers and assistant officers as may be deemed necessary, including, but not limited to, a C hi e f Executive Officer, Chief Financial Officer, and any vice - presidents, may also be appointed by the board of directors . If specifica ll y authorized by the board of directors, an officer may appoint one or more officers or assistant office rs . The same individual may simultaneously hold more than one office in t h e co r porat i on . 2. Appointment and Term of Office . The officers of the corporation shall be appointed by the board of directors for a term as determined by the board of directors . The de signa tion of a specified term does not grant to th e officer any contract rights, and th e board can remove the officer at any time prior to the termination of such term . If no term is specified, the officer shall hold office until he or she resigns, dies or until he or she is removed in the manner provided in section 4 . 3 of these bylaws . In the event of their death or incapacitation, an Officer will be represented by their attorney, as nominated by their next of kin, until the next election 3. Removal . Any officer or agent may be removed by the board of directors at any time, with or without cause . Such removal shall be without prejudice to the contract r igh ts, if any, of the person so removed . Appointment of an officer or agent shall not of itself cre a te contract rights . The removal must be with cause . A director may be removed only if the number of votes cast to remove him or her exceeds the number of votes cast not to remove him or her . In the event of a tied vote, the President or Chairman of the Board, has the casting vo t e . The President may not be removed without a 75 % majority vote in favor . 4.4. Resignation. Any officer may resign at any time. subject to any rights or obl igatio n

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under any existing contracts between the o ffic e r and the corporation, by giving no t i c e to the president or board of directors . An officer's resignation shall be effective when r eceiv ed by the corporation, unless th e notice specifies a later effective date, and the acceptan c e of suc h r esigna tion shall not be necessar y to make it effective . 4 . 5 . A ut hority and Duties of Officers . The officers of the corporation shall h a v e the authority and shall exercise the powers and perform the duties specified b e lo w and as may be additionally specified by the board of directors or these bylaws, except th a t in each even t each officer shall exercise such powers and perform such duties as may be required by law : 4 . 5 . (a ) P r e si d e nt . If a Chief Executive Officer 11 as . 10 t been appointed by th e board of directors, the president s h a l l be the chief ex ec utive officer of tl - e corporation and, su b je ct to the control of the board of directors, shall in g e nera l supervise and control a 11 of the busin e s s and affairs of the corporation . Unless there is a chairman of the board, the president sha ll , wh en present, preside at all meetings of the shareholders and of the bo a rd of directors . Th e president may sign, with the secretary or any other proper officer of the corporation thereunto au - chorized by the board of directors, certifica t es for shares of t h e corporation and deeds, mortgages , bonds, cont rac ts , or other instrument s which the board of directors has authorized to be executed, ex c e pt in cases where the signing and execution thereof shall be expressly delegated by the board of d i re c t or s or by these bylaws to some other officer or agent of the corporation, or shall be required b y law to be otherwise signed or execu ted . In general, the president shall perform all duties incident to the office of president and such othe r duties as may be prescribed by the board of directors from t i me to time . 4 . 5 . (b) V ice - Pre s i d e n t . I f appointed, t he vice - president (or if there is mor e than one, each vice - president) shall assist the president and shall perform such duti e s as may b e a ss i g n e d to him or her by the president or by the board of directors . If appointed, in the ab se nce of the president or in the event of his d e ath , inability or refusal to act, the vice - president (or in the event there is more than one v ic e - president, the vice - presidents in the order designated at the tim e of the ir election, or in the absence of any designation, then in the order of their appointment) shall p erfo rm the duties of the presi de n t , and when s o acting, shall have all t h e powers of and be subjec t to all the restrictions upon the president . (If there is no vi c e - presi de nc, tnen the - creasurer shall perform such duties of the preside nt . ) 4 . 5 . (c) Se cr e t a r y . The secretary shall : (i) keep the minutes of the proceedin g s of the shareholders, the board of directors and any committees of tne board in one or more b ooks provided for that pu rpose ; (ii) see that all notices are duly given 1 n accordance with the prov isi ons of these bylaws or as required by law ; (iii) be custodian of the cor' :: lora te records ; (iv) w h en requested or requir e d, authenticate any r ec ords of the corporation ; (v) keep a register of the post office address of each s h a r e hold e r which shall be furnisneo to the secretary by such shareh older ; (vi) sign with the pr e s iden t , or a vice - pres ident, c e rt i f 1 cat 2 s : >r sha ·es ot thE co·p oration , t he issuance of which shall have been authorized by reso 1 ucion or the board of directors ; (vii ) h a ve l)

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general charge of the stock transfer books of the corporation ; and (viii) in gene ral , pe rform all du ties incident to the office of secretary and such other duties as from tim e to tim e may be a ssigne d by the president or by the board of directors . Assistant secretaries, if any, shall have the same duties and powers, subject to the supervision of the secretary . 4 . 5 . (d) Treasurer . If appointed, the treasurer snail : (i) hav e charge and custody of and be responsible for all funds a nd securities o f the corpora tion ; (ii) receive a nd give receipt s for moneys due and payable to the corporation from any source wh atsoever, an d dep osit all such moneys in the name of the corporation in such banks , trust companies, or oth er depositaries as shall be selected by the board of directors ; and (iii) in general, per"' : ,rm 211 of · : lie duties incid ent to the office of treasurer and such other dut i es as from time rn t m 2 1 Yla \ be a : igned b \ the pres ide nt or by the board of directors . If required by the board of directo - s, t, . E : treasurer sh al, giv e a bon d for the faithful discharge of his or her duties in suc h sum and with such su rety or su reties as the boa rd of directors shall determine . Assistant treasure r s, i f any, shall na ve the sam e power s and duties, subject to the supervision of the treasurer . 4 . 6 . Salaries . The salaries of the o ffi cers s hall l ::: e m 2 j from t ; r . ,e to time t . ,y the bo ar d of directors . ARTICLE 5. IND E MNIFICAT I ON OF DIRECTORS, OFFICERS, AGENT SAND EMPLOYEES 5 . 1 . Indemnification of Directors and Officers . The corporaiion s hall indem n ify any individual made a party to a proceeding because the i ndividual is or was a director or officer of the corporation, against liability incurred in the proceeding , but only it such indemnification is both (i) determined permissible and (ii) authorized, as suc h are defined in subsection (a) of this section 5 . 1 . (Such indemnification is further subject to the limitation specified in subsection 5 . l(c) . ) 5 . 1 . (a) Determination and Authorization . The co rpo rati on shall not indemnify a director or officer under this section unless : (1) a determination has been made t'lat th e director or officer met the standard of conduct set forth in the subsections theret o; and 5.1.(b) Standard of Conduct. The individual sha ll demonstrat e th a t: (1) his or her conduct was in good faith; and

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11 (2) he or she reasona bl y believed that his or her conduct was in, or not opposed to, the corporatio n 's bes t interests ; and (3) in the case of any cr i m i n a l proceeding, he or she had no reasonable cause to believe his or her cond u c t was unlawful . 5 . 1 . (c) No Indemnification in Certain Circumstances . The corporation shall not indemnify a director or officer un der this Section 5 . 1 of Article S : (1) in connec tion with a proceeding by or in the right of the corporation in which the director or officer was adjudged liable to the co rp o r at ion ; or (2) in connection with any other o oc :; e d ing charging that the director or officer derived an improper personal b e nei , c, whether or not i n v o l v ing action in his or her offic ial capacity, in which proceet .; r g he or she was adjudg e d liable on the basis that he o r she derived an i mwo per p 2 rson a l bene fit . 5 . 1 . (d) I ndemn ification in Derivative Actior . s _ i · . 1 : ed . ndemn i f ca t ion p ermi tt ed under this section 5 . 1 in connectio n with a proceeding bv er : r - · - = - ·rght c,i :: he c o rporat ion is lim i t ed to reasonable expenses incurred in connec t io n with the proce2u111g . 2. Advance of Exp enses for Direct o r s and Officer . !f a determination is ma de by the Board of Directors, then the corpora t io n shall pay i"o . - c,r 1 , - . , .. ," .. - = Lt,e re 2 sonable expenses in curred by a director or officer who is a party to a proceeding in advance of fin a l disposition of t he proceeding, if: 5 . 2 . (a) the direc tor or officer furnishes the corporat i on a written affirmation of his or her good faith belief t hat he or she has met the standard ot ccnouct des cri be d in section 5 . 1 ; 5 . 2 . (b) the director or officer furnishes the corporation a written undertaking , executed personally or on his or her behalf, to repay t h e advance if it is u lt i m ate ly determin ed th at he or she did not meet the standard of conduct ; and 5 . 2 . (c) a determination is made that the facts then known to those mak i ng the determination would not preclude indemnification under sect ion 5 . 1 of these bylaws or Part 9 of the Act . 3. Indemnification of Agents and Emp l o y e e s Who Are Not Directors or Off i cer s . The board of directors may indemnify and advance expenses to any em p l oye e or agent of the corporation who is not a director or officer of th e corporation to any extent consistent w i th pub lic

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12 policy, as determined by the general or specific actions of the board of directo rs . 5 . 4 . Insurance . By act i on of the boa rd of d i rectors, notwi ths t andi ng any interest of the directors in such action , the corporation may purchase and maintain liability insurance on b ehal f of a person who is or was a director, officer, emp l o y ee, fiduciary or agent of the corporation, against any liability asserted against or incurred by such person in that capacity or aris ing from such person's status as a director , officer, employee, fiduciar y or agent, whether or not the corporation would have the power to indemnify such person under the applicable prov isi ons of the Act . ART I CLE 6. STOCK 1. Issuance of Shares . The corporation may issue - che 1 um' :: ler of sha r es of each class or series of capital stock authorized by the artic l e s of incorpora,·cn . i - . ,e i ssuance or sale by the corporation of any shares of its authorized capital stock of a' 1 y class shall be made only upon authorization by the board of directors, unless otherwise provided ny statu e . The board of d i r ector s may authorize the issuance of shares for considera tion cons : si :: ng of any ta n gible or int angible property or benefit to the corporation, including cash, promissory · . ate s, se rvic es p erforme d, contracts or arrangements for services to be performe d {if sucn contracts are in writin g), or othe r securities of the corporation . Shares s hall be issued i'J, such cons 1 d erat 1 on as s h a ll be fix ed from time to time by the board of directors . 2. Certificates for Shares . 6 . 2 . (a) Content . Shares may, but neect not, r, 2 · 2 preset 2 d by certificates in such form as determined by the board of dir e c tor s and stating on - =i face, at a mini' 11 um, the n ame of the corporation and that it is for m e d under t he laws of the St, 1 t 2 ,Jf ev& : l ::. , - ch e name o f the person to whom issued, and the numbe r and class of shares a ; 1 a the d=s : gnar · x . o f th e series, i f any, the certificate represents . Such certificates shall be signec . , 2 ; ther . - ;: - : ually or by fa csimile) by any two officers of the corp orat ion and may be sea l ed with a corpora - ce sea, or a facsimile t her eof . If the certificates are signed by facsimile, suc h ce n : i f 1 ca - c es must be counters igne d by a transfer agent or registered by a regist ra r , other than the corporation itself or an employee of the corporation . Each certificate for shares shall be consecutive 1 y numbered or otherw ,se idemiried . 6 . 2 . {b ) Legend as to C lass or Series . I f the corporat ion is aL thorized to issu e d iffer ent classes of shares or different series within a class , the designations, relauve righ ts , preferences and limitations applicable to each class and the variations in rights, preferences and limi tatio n s determined for each series (and the authori - cy of the board of directors to de term ine vari ati ons for future series) must be summarized on the front or back o f each certificate . Alternatively, each cer tificate may state conspicuously on its front or back that the corporation will - furnish the shar eholde r this information on request in writing and without cha rge .

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13 6 . 2 . (c) Shareholder List . The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of is sue , shall be entered on the stock transfer books of the corporation . 6 . 2 . (d) T ran sferri ng Shares . All certificates surrendered to the corp oratio n for transfer shall be canceled an d no new certificate shall be issue d umil the rormer certiticate for a like number of shares shall have been surrendered and cancelIea , except that in case of a l os t , destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe . 3. Shares Without Certificates . The board of directors mav auth o rize tne issuan ce of some or all of the shares of any or all of i tsclasses or se r ies without cert 1 f 1 cates . Wirhin a rea sonabl e time after the issuance or transfer o f shares withou - c certificates, the corporation shall send the shareholder a written statement of the information required on certifk : ates u nd er section 6 . 2 of these bylaws . 4. Regist rat i o n of the Transfer of Shares . F<egistrT : t ..: n of the transfer of shar es of th e corporation shall be made only o n the stock transfer books or tr 1 E : .:: oroorat ion . In order to regist er a transfer, the record owner shall surrender the shares to the corporation for c a n cellat ion , pro perly endorsed by the appropriate person or p e r so ns with reasonab 1 e a Surar .: es that the 2 ndorse m ents are genuine and eff ect i ve . Unless th e corporation has establish 2 . 2 pre : ec!ure by which a b ene ficial owner of shares held by a nominee is to OE recc 15 n izt :: c . b 1 ,"e c : no rat . o 1 as - che owner, the pe rso n in whose name shares stand in the books of the corpor :: rcion :. I , ,i ; be oeer 1 Ed by ne corpor at i on to be the owner thereof for all purposes . ARTICLE i. IVIISCELLA. \ J f: OUS 7.1. Inspection of Reco rd s by Sharehclae,·s ;:;,1'. l J:re:·_c,rs. ,/} ::.13re holC'e r 01" director of a corporation is entitled to inspect and copy, du;ing ""c'ZU 2 : - 1": - es:: ,curs at - i - :e corpor ati on 's principal office, any o f the records of the corporation reel· rec.· J ... e r. - ,: · rained c v ttie corpor at i on under the Act, if such person g ives the corporaticn 'J1·1cc13 .. o ·: - cf tl - e C=m and at 1ea t six ty - five (65) business days before the date on which suer a per :Jn \ :/S 1.; tc · · 2:t and O'Jy. The s co pe of such inspection right shall be as provioed un tk : 1 uk n1..l. 7 . 2 . Corporate Seal . The board of d irec rnrs m 2 1 , a Lrie,r discretion, provide a cor por ate seal which may be circular in form and have inscribed thereon any designation including the name of the corporation, the state of i nco rpo r ation, and the words "Co' . "porare S 2 al . " 7.3. Amendments. The corporation's board of directors r1ay amend or repeal the corporation's bylaws at any time unless:

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14 7.3.(a) the articles of incorporation or the Act reserve this power exclusively to the shareholders in whole or part; or 7.3.(b) the shareholde r s, in adopting, amending or repealing a particular bylaw, provide expressly that the board of directors may not amend or repeal that bylaw; or 7.3.(c) the bylaw either establishes, amends or deletes a greater shareholder quorum or voting requirement. Any amendmen t which changes the voting or quorLm r 2 qL 1 rerrent for the ooard must meet the same quorum requirement and be adopted by the same vote and voting groups req u ir ed to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever are greater . 7.4. directors. Fiscal Year. The fiscal year of the corporation snail oe established by the board of [End of Bylaws]

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