Exhibit 3.1.1
BYLAWS
OF
PROPHASE
LABS, INC.
June
19, 2015(As amended and restated February 16, 2018)
ARTICLE
I – OFFICES
Section
1. The registered office of Prophase Labs, Inc. (the “Corporation”) in the State of Delaware is 874 Walker Road, Suite
C, Dover, DE 19904. The name of its registered agent at such address is United Corporate Services, Inc.
Section
2. The Corporation may have such offices within or without the State of Delaware as the Board of Directors may designate or as
the business of the Corporation may require from time to time.
ARTICLE
II – STOCKHOLDERS
Section
1. ANNUAL MEETING: The annual meeting of stockholders shall be held each year on a date and a time designated by the Board of
Directors. At each annual meeting directors shall be elected and any other proper business may be transacted.
Section
2. SPECIAL MEETINGS: SpecialIn addition to the rights of the holders
of any series of Preferred Stock, special meetings of the stockholders may be called at any time by (a) the Chairman
or (b) the Board of Directors pursuant to a resolution approved by a majority of the whole Board of Directors. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated in the notice to stockholders.
Section
3. PLACE OF MEETING: The Board of Directors may designate any place, either within or without the State of Delaware, as the place
of meeting for any annual meeting or for any special meeting called by the Board of Directors.
Section
4. NOTICE OF MEETING: Whenever stockholders are required or permitted to take any action at a meeting, a written notice of any
such meeting shall be given which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. The notice shall, unless otherwise prescribed by statute, be delivered
not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the
direction of the Chairman, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid. Notice of any meeting
of the stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy without
protesting, prior to or at the commencement of the meeting, the lack of proper notice to such stockholder, or who shall waive
notice thereof as provided in Article XI of these Bylaws. Notice of adjournment of a meeting of the stockholders need not be given
if the time and place to which it is adjourned are announced at such meeting, unless the adjournment is for more than 30 days
or, after adjournment, a new record date is fixed for the adjourned meeting.
Section
5. NOTICE BY ELECTRONIC TRANSMISSION:
Any
notice to stockholder given by the Corporation pursuant to any provision of these Bylaws, the Exchange Act (as defined in Article
1.15(a) below) or the Certificate of Incorporation is effective if given by a form of electronic transmission consented to by
the stockholder to whom the notice is given. The consent is revocable by the stockholder by written notice to the Corporation.
The consent is revoked if:
(a)
The Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance
with the consent; and
(b)
The inability to deliver by electronic transmission becomes known to the secretary, assistant secretary, transfer agent or other
agent of the Corporation responsible for the giving of notice. However, the inadvertent failure to treat the inability to deliver
notice by electronic transmission as a revocation does not invalidate any meeting or other action.
Notice
given pursuant to this Article 1.5 shall be deemed given if:
(a)
By facsimile machine, when directed to a number at which the stockholder has consented to receive notice;
(b)
By electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;
(c)
By posting on an electronic network together with separate notice to the stockholder of the specific posting, upon the later of:
(1)
Such posting; and
(2)
The giving of the separate notice; and
(d)
By any other form of electronic transmission, when directed to the stockholder.
As
used in this Article 1.5, “electronic transmission” means any form of communication not directly involving the physical
transmission of paper that:
(a)
Creates a record that may be retained, retrieved and reviewed by the recipient of the communication; and
(b)
May be directly reproduced in paper form by the recipient through an automated process.
Section
6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE: For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or
in order to make a determination of stockholders for any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination
of stockholders, such date in any case to be not more than sixty (60) days, and, in case of a meeting of stockholders, not less
than ten (10) days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice
of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of stockholders. But payment or allotment of dividends may not
be made more than sixty days after the date on which the resolution is adopted. When a determination of stockholders entitled
to vote at any meeting of stockholders has been made as provided in this Article 2.6, such determination shall apply to any adjournment
thereof regardless of its length except where the determination has been made through the closing of the stock transfer books
and the stated period of closing has expired.
Section
7. BOOKS AND ACCOUNTS: This Corporation shall keep and maintain at its principal office in this State:
(a)
A certified copy of its Certificate of Incorporation, and all amendments thereto.
(b)
A certified copy of its Bylaws, and all amendments thereto.
(c)
A stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who
are stockholders of the Corporation, showing their places of residence, if known, and the number of shares held by them respectively;
or
(d)
In lieu of the stock ledger or duplication stock ledger specified in paragraph (c), a statement setting out the name of the custodian
of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number,
if any, where such stock ledger or duplicate stock ledger specified in this Article 1.7 is kept.
Section
8. QUORUM: A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at
a meeting, a majority of the shares represented may adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be transacted;
provided, however, that in the case of any vote to be taken by classes or series, the holders of a majority of the votes entitled
to be cast by the stockholders of a particular class or series, present in person or by proxy, shall constitute a quorum of such
class or series.
Section
9. ADJOURNMENTS; POSTPONEMENTS: In the absence of a quorum, holders of stock representing a majority of the voting power of all
shares present in person or represented by proxy at the meeting, or the chairman of the meeting, may adjourn any meeting of stockholders,
from time to time, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment is taken. Furthermore, after the meeting has
been duly organized, the chairman of the meeting may adjourn any meeting of stockholders, from time to time, to reconvene at the
same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business
which might have been transacted at the
original meeting as originally noticed. The stockholders present
at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders
to leave less than a quorum. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting. Any previously scheduled meeting of stockholders
may be postponed by the Board of Directors prior to the date previously scheduled for such meeting and the Corporation shall publicly
announce such postponement.
Section
9.10. PROXIES: At any meeting of stockholders, a stockholder
may vote in person or by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Proxies for
use at any meeting of stockholders shall be in writing and filed with the Secretary, or such other officer as the Board of Directors
may from time to time determine by resolution, before or at the time of the meeting. All proxies shall be received and taken charge
of and all ballots shall be received and canvassed by the secretary of the meeting who shall decide all questions touching upon
the qualification of voters, the validity of the proxies and the acceptance or rejection of votes, unless an inspector or inspectors
shall have been appointed by the Chairman, in which event such inspector or inspectors shall decide all such questions.
A
proxy shall not be valid after six months from the date of its execution, unless coupled with an interest, but no proxy shall
be valid after seven years from the date of its execution, unless renewed or extended at any time before its expiration.
Section
10. VOTING AND ELECTIONS: Unless otherwise required by law or providedSection
11. VOTING AND ELECTIONS: Each stockholder of record of any series of Preferred Stock shall be entitled at each meeting of the
stockholders to such number of votes, if any, for each share of such stock as may be fixed in the Certificate of Incorporation,
each stockholder shall have or in the resolution or resolutions adopted
by the Board of Directors provide for the issuance of such Preferred Stock, and each stockholder of record of Common Stock shall
be entitled at each meeting of the stockholders to one vote for each share of such
stock entitled to vote which is, in each case,
registered in his name on the record date for the meetingsuch stockholder’s
name on the books of the Corporation: (i) on the date fixed pursuant to Section 6 of Article II of these Bylaws as the record
date for the determination of stockholders entitled to notice of and to vote at such meeting; or (ii) if no such record date shall
have been so fixed, then at the close of business on the day next preceding the day on which notice of such meeting is given,
or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.
At
each meeting of the stockholders, all corporate actions to be taken by vote of the stockholders (other than the election of directors)
shall be authorized by a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or
represented by proxy, and where a separate vote by class or series is required, a majority of the votes cast by the stockholders
of such class or series who are present in person or represented by proxy shall be the act of such class or series. Directors
shall be elected by a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in
the election of directors, provided a quorum is present.
Section
11. Section 12. VOTING OF SHARES BY CERTAIN HOLDERS: Shares
standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws or a resolution of the
board of directors of such corporation may prescribe, and a certified copy of the by-law or resolution is presented at the meeting.
Shares
held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer
of shares into his name. A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither
treasury shares of its own stock held by the Corporation, nor shares held by another corporation if a majority of the shares entitled
to vote for the election of directors of such other corporation are held by the corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time for purposes of any meeting.
Section
12.13. VOTING TRUST: A stockholder, by agreement in
writing, may transfer his stock to a voting trustee or trustees for the purpose of conferring the right to vote thereon for a
period not exceeding 15 years upon the terms and conditions therein stated. The certificates of stock so transferred shall be
surrendered and canceled and new certificates therefor issued to such trustee or trustees in which it shall appear that they are
issued pursuant to such agreement, and in the entry of such ownership in the proper books of such corporation that fact shall
also be noted, and thereupon such trustee or trustees may vote upon the stock so transferred during the terms of such agreement.
A duplicate of every such agreement shall be filed in the principal office of the corporation and at all times during such terms
be open to inspection by any stockholder or his attorney.
Section
13.14. ACTION WITHOUT MEETING: Any action required or
permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders
of the Corporation and may not be effected by any consent in writing by such stockholders.
Section
14.15. NOMINATION OF DIRECTORS:
(a)
NominationsIn addition to the rights of the holders of any series
of Preferred Stock, nominations of any person for election to the Board of Directors at an annual meeting or at a special
meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of
the person calling such special meeting) may be made at such meeting only (i) by or at the direction of the Board of Directors,
including by any committee or persons appointed by the Board of Directors, or (ii) by a stockholder who (A) was a stockholder
of record (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed to be made, only
if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided
for in this Article 2.142.15 and at the time of the
meeting, (B) is entitled to vote at the meeting for the election of directors,
and (C) has complied with this Article 2.142.15 as to
such nomination. The foregoing clause (ii) shall be the exclusive means for a stockholder to make any nomination of a person or
persons for election to the Board of Directors at an annual meeting or special meeting.
(b)
Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board of Directors
at an annual meeting, the stockholder must (i) provide Timely Notice (as defined in Article 2.152.16)
thereof in writing and in proper form to the Secretary of the Corporation either
by personal delivery or by United States mail, postage prepaid, and (ii) provide any updates or supplements to such
notice at the times and in the forms required by this Article 2.14.2.15.
Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the
direction of the person calling such special meeting, then for a stockholder to make any nomination of a person or persons for
election to the Board of Directors at a special meeting, the stockholder must (i) provide timely notice thereof in writing and
in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation either
by personal delivery or by United States mail, postage prepaid, and (ii) provide any updates or supplements to such
notice at the times and in the forms required by this Article 2.14.2.15.
To
be timely, a stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received
at, the principal executive offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to such special
meeting and not later than the ninetieth (90th) day prior to such special meeting or, if such special meeting is announced later
than the ninetieth day prior to the date of such special meeting, the tenth (10th) day following the day on which public disclosure
(as defined in Article 2.15) of the date of such special meeting was first made.
In
no event shall any adjournment of an annual meeting or special meeting or the announcement thereof commence a new time period
for the giving of a stockholder’s notice as described above.
(c)
To be in proper form for purposes of this Article 2.14,2.15,
a stockholder’s notice to the Secretary shall set forth:
(i)
As to each Nominating Person (as defined below), the Stockholder Information (as defined in Article 2.152.16(c)(i),
except that for purposes of this Article 2.142.15 the
term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears
in Article 2.152.16(c)(i));
(ii)
As to each Nominating Person, any Disclosable Interests (as defined in Article 2.152.16(c)(ii),
except that for purposes of this Article 2.142.15 the
term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears
in Article 2.152.16(c)(ii) and the disclosure in clause
(L) of Article 2.152.16(c)(ii) shall be made with respect
to the election of directors at the meeting);
(iii)
A representation that the Nominating Person is a holder or record or beneficial
owner of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice;
(iv)
A representation as to whether the Nominating Person intends to solicit proxies in support of such person’s nominee(s);
(v)
As to each person whom a Nominating
Person proposes to nominate for election as a director, (A) all information with respect to such proposed nominee that would be
required to be set forth in a stockholder’s notice pursuant to this Article 2.142.15
if such proposed nominee were a Nominating Person, (B) all information relating to such proposed nominee that is required
to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election
of directors in a contested election pursuant to Article 14(a) under the Exchange Act (including such proposed nominee’s
written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (C) a description
of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past
three years, and any other material relationships, between or among any Nominating Person, on the one hand, and each proposed
nominee, his or her respective affiliates and associates and any other persons with whom such proposed nominee (or any of his
or her respective affiliates and associates) is Acting in Concert (as defined in Article 2.152.16(c)),
on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404
under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the proposed nominee
were a director or executive officer of such registrant, and (D) a completed and signed questionnaire, representation and agreement
as provided in Article 2.142.15(f); and
(ivvi)
The Corporation may require any proposed nominee to furnish such other information (A) as may reasonably be required by the Corporation
to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation in accordance with
the Corporation’s corporate governance guidelines or (B) that could be material to a reasonable stockholder’s understanding
of the independence or lack of independence of such proposed nominee.
For
purposes of this Article 2.14,2.15, the term “Nominating
Person” shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the
beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting
is made, (iii) any affiliate or associate of such stockholder or beneficial owner, and (iv) any other person with whom such stockholder
or such beneficial owner (or any of their respective affiliates or associates) is Acting in Concert.
(d)
A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice,
if necessary, so that the information provided or required to be provided in such notice pursuant to this Article 2.142.15
shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior
to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and
received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the
record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later
than eight (8) business days prior to the date for the meeting, if practicable (or, if not practicable, on the first practicable
date prior to) any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten
(10) business days prior to the meeting or any adjournment or postponement thereof).
(e)
Notwithstanding anything in these Bylaws to the contrary, no person shall be eligible for election as a director of the Corporation
unless nominated in accordance with this Article 2.14.2.15.
The presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance
with this Article 2.14,2.15, and if he or she should
so determine, he or she shall so declare such determination to the meeting and the defective nomination shall be disregarded.
(f)
To be eligible to be a nominee for election as a director of the Corporation, the proposed nominee must deliver (in accordance
with the time periods prescribed for delivery of notice under this Article 2.142.15)
to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background
and qualification of such proposed nominee (which questionnaire shall be provided by the Secretary upon written request) and a
written representation and agreement (in form provided by the Secretary upon written request) that such proposed nominee (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 proposed nominee, 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 proposed nominee’s ability to comply, if elected as a director of the Corporation,
with such proposed nominee’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 to the Corporation
and (iii) in such proposed nominee’s individual capacity and on behalf of the stockholder (or the beneficial owner, if different)
on whose behalf the nomination is made, would be in compliance, if elected as a director of the Corporation, and will comply with
applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies
and guidelines of the Corporation.
(g)
In addition to the requirements of this Article 2.142.15
with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements
of the Exchange Act with respect to any such nominations.
Section
15.16. NOTICE OF BUSINESS AT ANNUAL MEETINGS:
(a)
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 an annual meeting, business must be (i) brought before the meeting by the Corporation and
specified in the notice of meeting given by or at the direction of the Board of Directors, (ii) 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 who (A)
was a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed,
only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided
for in this Article 2.152.16 and at the time of the
meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Article 2.152.16
as to such business. Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations,
the “Exchange Act”), and included in the notice of meeting given by or at the direction of the Board of Directors,
the foregoing clause (iii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting
of the stockholders. Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders,
and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by
or at the direction of the person calling the meeting. Stockholders seeking to nominate persons for election to the Board must
comply with Article 2.142.15 and this Article 2.152.16
shall not be applicable to nominations except as expressly provided in Article 2.14.2.15.
(b)
Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (i)
provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation either
by personal delivery or by United States mail, postage prepaid, and (ii) provide any updates or supplements to such
notice at the times and in the forms required by this Article 2.15.2.16.
To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive
offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary
of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30)
days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered,
or mailed and received, not later than the ninetieth (90th) day prior to such annual meeting or, if such specialannual
meeting is announced later than the ninetieth day prior to the date of such specialannual
meeting, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first
made (such notice within such time periods, “Timely Notice”). In no event shall any adjournment of an annual meeting
or the announcement thereof commence a new time period for the giving of Timely Notice as described above.
(c)
To be in proper form for purposes of this Article 2.15,2.16,
a stockholder’s notice to the Secretary shall set forth:
(i)
As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the
name and address that appear on the Corporation’s books and records); and (B) the class or series and number of shares of
the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under
the Exchange Act) by such Proposing Persons, except that such Proposing Person shall in all events be deemed to beneficially own
any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership
at any time in the future (the disclosures to be made pursuant to the foregoing clauses (i) and (ii) are referred to as “Stockholder
Information”);
(ii)
As to each Proposing Person, (A) any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly,
by such Proposing Person, the purpose or effect of which is to give such Proposing Person economic risk similar to ownership of
shares of any class or series of the Corporation, including due to the fact that the value of such derivative, swap or other transactions
are determined by reference to the price, value or volatility of any shares of any class or series of the Corporation, or which
derivative, swap or other transactions provide, directly or indirectly, the opportunity to profit from any increase in the price
or value of shares of any class or series of the Corporation (“Synthetic Equity Interests”), which Synthetic Equity
Interests shall be disclosed without regard to whether (x) the derivative, swap or other transactions convey any voting rights
in such shares to such Proposing Person, (y) the derivative, swap or other transactions are required to be, or are capable of
being, settled through delivery of such shares or (z) such Proposing Person may have entered into other transactions that hedge
or mitigate the economic effect of such derivative, swap or other transactions (B) any proxy (other than a revocable proxy or
consent given in response to a solicitation made pursuant to, and in accordance with, Article 14(a) of the Exchange Act by way
of a solicitation statement filed on Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which such
Proposing Person has or shares a right to vote any shares of any class or series of the Corporation, (C) any agreement, arrangement,
understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement,
engaged in, directly or indirectly, by such Proposing Person, the purpose or effect of which is to mitigate loss to, reduce the
economic risk (of ownership or otherwise) of shares of any class or series of the Corporation by, manage the risk of share price
changes for, or increase or decrease the voting power of, such Proposing Person with respect to the shares of any class or series
of the Corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value
of the shares of any class or series of the Corporation (“Short Interests”), (D) any rights to dividends on the shares
of any class or series of the Corporation owned beneficially by such Proposing Person that are separated or separable from the
underlying shares of the Corporation, (E) any performance related fees (other than an asset based fee) that such Proposing Person
is entitled to based on any increase or decrease in the price or value of shares of any class or series of the Corporation, or
any Synthetic Equity Interests or Short Interests, if any, (F)(x) if such Proposing Person is not a natural person, the identity
of the natural person or persons associated with such Proposing Person responsible for the formulation of and decision to propose
the business to be brought before the meeting (such person or persons, the “Responsible Person”), the manner in which
such Responsible Person was selected, any fiduciary duties owed by such Responsible Person to the equity holders or other beneficiaries
of such Proposing Person, the qualifications and background of such Responsible Person and any material interests or relationships
of such Responsible Person that are not shared generally by any other record or beneficial holder of the shares of any class or
series of the Corporation and that reasonably could have influenced the decision of such Proposing Person to propose such business
to be brought before the meeting, and (y) if such Proposing Person is a natural person, the qualifications and background of such
natural person and any material interests or relationships of such natural person that are not shared generally by any other record
or beneficial holder of the shares of any class or series of the Corporation and that reasonably could have influenced the decision
of such Proposing Person to propose such business to be brought before the meeting, (G) any significant equity interests or any
Synthetic Equity Interests or Short Interests in any principal competitor of the Corporation held by such Proposing Persons (H)
any direct or indirect interest of such Proposing Person in any contract with the Corporation, any affiliate of the Corporation
or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement
or consulting agreement), (I) any pending or threatened litigation in which such Proposing Person is a party or material participant
involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (J) any material transaction
occurring during the prior twelve months between such Proposing Person, on the one hand, and the Corporation, any affiliate of
the Corporation or any principal competitor of the Corporation, on the other hand, (K) a summary of any material discussions regarding
the business proposed to be brought before the meeting (x) between or among any of the Proposing Persons or (y) between or among
any Proposing Person and any other record or beneficial holder of the shares of any class or series of the Corporation (including
their names), and (L) any other information relating to such Proposing Person that would be required to be disclosed in a proxy
statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person
in support of the business proposed to be brought before the meeting pursuant to Article 14(a) of the Exchange Act (the disclosures
to be made pursuant to the foregoing clauses (A) through (L) are referred to as “Disclosable Interests”); provided,
however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities
of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the
stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and
(iii)
As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a reasonably brief description
of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting
and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including the text
of any resolutions proposed for consideration), and (C) a reasonably detailed description of all agreements, arrangements and
understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other record
or beneficial holder of the shares of any class or series of the Corporation (including their names) in connection with the proposal
of such business by such stockholder;
(iv)
A representation that the Proposing Person is a holder or record or beneficial owner of shares of the Corporation entitled to
vote at the meeting and intends to appear in person or by proxy at the meeting to propose the business specified in the notice;
and
(v)
A representation as to whether the Proposing Person intends to solicit proxies in support of such person’s proposal.
For
purposes of this Article 2.15,2.16, the term “Proposing
Person” shall mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting,
(ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought
before the annual meeting is made, (iii) any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange
Act for purposes of these Bylaws) of such stockholder or beneficial owner, and (iv) any other person with whom such stockholder
or beneficial owner (or any of their respective affiliates or associates) is Acting in Concert (as defined below).
A
person shall be deemed to be “Acting in Concert” with another person for purposes of these Bylaws if such person knowingly
acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with, or towards a common goal
relating to the management, governance or control of the Corporation in parallel with, such other person where (A) each person
is conscious of the other person’s conduct or intent and this awareness is an element in their decision-making processes
and (B) at least one additional factor suggests that such persons intend to act in concert or in parallel, which such additional
factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting
discussions, or making or soliciting invitations to act in concert or in parallel; provided, that a person shall not be deemed
to be Acting in Concert with any other person solely as a result of the solicitation or receipt of revocable proxies or consents
from such other person in response to a solicitation made pursuant to, and in accordance with, Article 14(a) of the Exchange Act
by way of a proxy or consent solicitation statement filed on Schedule 14A. A person Acting in Concert with another person shall
be deemed to be Acting in Concert with any third party who is also Acting in Concert with such other person.
(d)
A stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement
such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Article
2.152.16 shall be true and correct as of the record
date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement
thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive
offices of the Corporation not later than five (5) business days after the record date for the meeting (in the case of the update
and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the
meeting, if practicable (or, if not practicable, on the first practicable date prior to) any adjournment or postponement thereof
(in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment
or postponement thereof).
(e)
Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance
with this Article 2.15.2.16. The presiding officer of
the meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance
with this Article 2.15,2.16, and if he or she should
so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not
be transacted.
(f)
This Article 2.152.16 is expressly intended to apply
to any business proposed to be brought before an annual meeting of stockholders other than any proposal made pursuant to Rule
14a-8 under the Exchange Act. In addition to the requirements of this Article 2.152.16
with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with
all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Article 2.152.16
shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
(g)
For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a national
news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Articles
13, 14 or 15(d) of the Exchange Act.
Section
16.17. CONDUCT OF MEETINGS:
(a)
Meetings of stockholders shall be presided over by the Chairman or in the Chairman’s absence by the Chief Executive Officer,
or in the Chief Executive Officer’s absence by the President (if the President shall be a different individual than the
Chief Executive Officer), or in the President’s absence by a Vice President, or in the absence of all of the foregoing persons
by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen by vote of the
stockholders at the meeting. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairman
of the meeting may appoint any person to act as secretary of the meeting.
(b)
The Board of Directors of the Corporation may adopt by resolution such rules, regulations and procedures for the conduct of any
meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures
as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically
present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations
and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.
Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting,
may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii)
rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at
or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or
such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined
by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.
(c)
The chairman of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will
be opened and closed. If no announcement is made, the polls shall be deemed to have opened when the meeting is convened and closed
upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes or any revocations or changes thereto
may be accepted.
(d)
In advance of any meeting of stockholders, the Board of Directors, the Chairman or the Chief Executive Officer shall appoint one
or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated
as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing
to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless
otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering
upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector
with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed
by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote
taken and of such other facts as may be required by law.
ARTICLE
III – DIRECTORS
Section
1. NUMBER AND TERM. The business of this Corporation shall be managed by a Board of Directors which shall consist of not less
than three (3) directors nor more than nine (9) directors, who need not be residents of the State of Delaware or stockholders
of the Corporation. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence
shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board
of Directors, which number shall initially be six (6). Except as otherwise provided
in the Certificate of Incorporation, each director shall serve for a term ending on the date of the annual meeting of stockholders
next following the annual meeting at which such director was elected. Notwithstanding the foregoing, each director shall hold
office until such director’s successor shall have been duly elected and qualified or until such director’s earlier
death, resignation or removal. Directors need not be stockholders.
Section
2. REGULAR MEETINGS: Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the
transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of the stockholders.
Notice of such meeting shall not be required. At the first meeting of the Board of Directors in each year at which a quorum shall
be present, held next after the annual meeting of stockholders, the Board of Directors shall proceed to the election of the officers
of the Corporation. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from
time to time by resolution of the Board of Directors. Notice of such regular meetings shall not be required.
Section
3. SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the Chairman of the Board, or on the written
request of any two directors, by the Secretary, in each case on at least twenty-four (24) hours personal, written, telegraphic,
cable or wireless notice to each director. Such notice, or any waiver thereof pursuant to Article 3.4 hereof, shall
state the time and place of the special meeting, but need not state the purpose or purposes of such meeting, except
as may otherwise be required by law or provided for in the Certificate of Incorporation or these Bylaws. If the day or date, time
and place of a meeting of the Board of Directors has been announced at a previous meeting of the board, no notice is required.
Notice of an adjourned meeting of the Board of Directors need not be given other than by announcement at the meeting at which
adjournment is taken.
Section
4. NOTICE WAIVER: Notice of any meeting of the Board of Directors may be waived by any director either before, at or after such
meeting orally or in a writing signed by such director. A director, by his or her attendance at any meeting of the Board of Directors,
shall be deemed to have waived notice of such meeting, except where the director objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
Section
5. QUORUM AND MANNER OF ACTING: Unless otherwise provided in the Certificate of Incorporation, a majority of the total number
of directors then in office shall constitute a quorum for the transaction ofbusiness of the Board of Directors and the vote of
a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section
6. RESIGNATION. Any director may resign at any time by giving notice in writing
or by electronic transmission to the Board of Directors or to the Secretary of the Corporation. The resignation of any director
shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section
7. NEWLY CREATED DIRECTORSHIPS.
A directorship to be filled by reason of any increase in the number of directors may be filled (i) by election at an annual or
special meeting of stockholders called for that purpose or (ii) by the Board of Directors for a term of office continuing only
until the next election of one or more directors by the stockholders.
Section
7.8. VACANCIES IN THE BOARD OF DIRECTORS. Any vacancies
in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause
shall be filled by a majority vote of the directors then in office, and directors so chosen shall hold office for a term expiring
at the annual meeting of stockholders at which the term of the class to which they have been elected expires. No decrease in the
number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
Section
8.9. REMOVAL OF DIRECTORS. AnyExcept
as may otherwise be provided by law, any director, or the entire Board of Directors,
may be removed from office at any time, but only for cause and only,
with or without cause, at an annual meeting or at a special meeting called for that purpose, by the affirmative vote
of the holders of at least two-thirds of the voting power of the then outstanding shares of the Corporationa
majority of the shares then entitled to vote generally in theat
an election of directors, voting together as a single class.
Section
9.10. ACTION WITHOUT A MEETING; TELEPHONE CONFERENCE
MEETING: Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any
meeting of the Board of Directors, or any committee designated by the Board of Directors, may be taken without a meeting if all
members of the Board of Directors or committee, as the case may be, either originally or in counterparts, consent thereto in writing.
Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document
or instrument filed with the Secretary of State of Delaware.
Unless
otherwise restricted by the Certificate of Incorporation, subject to the requirement for notice of meetings, members of the Board
of Directors, or members of any committee designated by the Board of Directors, may participate in a meeting of such Board of
Directors or committee, as the case may be, by means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence
in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction
of any business on the grounds that the meeting is not lawfully called or convened.
Section
10. EXECUTIVE AND OTHER COMMITTEES:
(a)
The Board of Directors, by resolution adopted by a majority of the number of directors then in office may designate from among
its members an executive committee and one or more other committees, each consisting of two or more directors, and each of which,
to the extent provided in the resolution or in the charter or these Bylaws shall have and may exercise all of the authority of
the Board of Directors except the power to:
(i)
Declare dividends or distributions on stock;
(ii)
Issue stock other than as provided in subsection (b) of this Article.
(iii)
Recommend to the stockholders any action which requires stockholder approving, including, but not limited to, adopting an agreement
of merger or consolidation, the sale, lease or exchange of all or substantially all of the Corporation’s property and assets,
a dissolution of the Corporation or a revocation of a dissolution of the Corporation; or
(iv)
Amend the Certificate of Incorporation or the Bylaws.
(b)
If the Board of Directors has given general authorization for the issuance of stock, a committee of the Board, in accordance with
a general formula or method specified by the board by resolution or by adoption of a stock option or other plan, may fix the terms
of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and
conditions required or permitted to be established or authorized by the Board of Directors under the Delaware General Corporation
Law.
(c)
The appointment of any committee, the delegation of authority to it or action by it under that authority does not constitute of
itself, compliance by any director not a member of the committee, with the standard provided by statute for the performance of
duties of directors.
(d)
Any committee designated pursuant to this Article 3.10 shall choose its own chairman, shall keep regular minutes of its proceedings
and report the same to the Board of Directors when requested, shall fix its own rules or procedures, and shall meet at such times
and at such place or places as may be provided by such rules, or by resolution of such committee or resolution of the Board of
Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum
and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any resolution.
(e)
The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.
Section
11. CHAIRMAN OF THE BOARD: The Board shall elect from its members a Chairman, which Chairman shall preside at all meetings of
the stockholders and the directors. The Chairman shall serve in such capacity until his or her successor is elected by the Board
or until his or her earlier resignation or removal from the Board. He or she shall also perform such other duties the Board may
assign to him or her from time to time.
Section
12. COMPENSATION: By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each
meeting of the Board of Directors, 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 serving the Corporation in any other capacity
and receiving compensation therefor.
Section
13. PRESUMPTION OF ASSENT: A director of the Corporation who is present at a meeting of the board of Directors at which action
on any corporate matter is taken unless he shall announce his dissent at the meeting and his dissent is entered in the minutes
and he shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE
IV – OFFICERS
Section
1. NUMBER, TITLES, AND TERM OF OFFICE: The officers of the Corporation shall be chosen by the Board of Directors and shall include
a Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, President, one or more Vice Presidents
(any one or more of whom may be designated Executive Vice President or Senior Vice President), a Treasurer, a Secretary, and such
other officers as the Board of Directors may from time to time elect or appoint. Each officer shall hold office until his successor
shall be duly elected and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter
provided. Any number of offices may be held by the same person, unless the Certificate of Incorporation provides otherwise. Except
for the Chairman of the Board, if any, no officers need be a director.
Section
2. SALARIES: The salaries or other compensation of the officers and agents of the Corporation shall be fixed from time to time
by the Board of Directors.
Section
3. REMOVAL: Any officer or agent elected or appointed by the Board of Directors may be removed, either with or without cause,
by the vote of a majority of the whole Board of Directors at a special meeting called for the purpose, or at any regular meeting
of the Board of Directors, provided the notice for such meeting shall specify that the matter of any such proposed removal will
be considered at the meeting but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create contract rights.
Section
4. VACANCIES: Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.
Section
5. CHIEF EXECUTIVE OFFICER: The Chief Executive Officer shall, in the absence of the Chairman, preside at all meetings of the
stockholders. Subject to the control of the Board of Directors and the executive committee (if any), the Chief Executive Officer
shall have general executive charge, management and control of the properties, business and operations of the Corporation with
all such powers as may be reasonably incident to such responsibilities; he may agree upon and execute all leases, contracts, evidences
of indebtedness and other obligations in the name of the Corporation and may sign all certificates for shares of capital stock
of the Corporation and shall have such other powers and duties as designated in accordance with these Bylaws and as from time
to time may be assigned to him by the Board of Directors.
Section
6. PRESIDENT: Subject to such supervisory powers, if any, as may be given by the Board to the Chief Executive Officer, the President
shall have general supervision, direction, and control of the business and other officers of the corporation. The President shall
have the general powers and duties of management usually vested in the office of President of a corporation and shall have such
other powers and duties as may be prescribed by the Board or these Bylaws. If, for any reason, the Corporation does not have a
Chairman or Chief Executive Officer, or such officers are unable to act, the President shall assume the duties of those officers.
Section
7. CHIEF OPERATING OFFICER: The Chief Operating Officer shall supervise the operation of the Corporation, subject to the policies
and directions of the Board. He or she shall provide for the proper operation of the Corporation and oversee the internal interrelationship
amongst any and all departments of the Corporation. He or she shall submit to the Chief Executive Officer, the President, the
Chairman and the Board timely reports on the operations of the Corporation.
Section
8. CHIEF FINANCIAL OFFICER: The Chief Financial Officer shall have general supervision, direction and control of the financial
affairs of the Corporation. He or she shall provide for the establishment of internal controls and see that adequate audits are
currently and regularly made. He or she shall submit to the Chief Executive Officer, the President, the Chief Operating Officer,
the Chairman and the Board timely statements of the accounts of the Corporation and the financial results of the operations thereof.
The Chief Financial Officer shall perform such other duties and have such other powers as may be prescribed by the Board or these
Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board and the Chief Executive
Officer. In the absence of a named Treasurer, the Chief Financial Officer shall also have the powers and duties of the Treasurer
as hereinafter set forth and shall be authorized and empowered to sign as Treasurer in any case where such officer’s signature
is required.
Section
9. VICE PRESIDENTS: In the absence of the President, or in the event of his inability or refusal to act, a Vice President designated
by the Board of Directors shall perform the duties of the President, and when so acting shall have all the powers of and be subject
to all the restrictions of the President. In the absence of a designation by the Board of Directors of a Vice President to perform
the duties of the President, or in the event of his absence or inability or refusal to act, the Vice President who is present
and who is senior in terms of time as a Vice President of the Corporation shall so act. The Vice Presidents shall perform such
other duties and have such other powers as the chief executive officer or the Board of Directors may from time to time prescribe.
Section
10. TREASURER: The Treasurer shall have responsibility for the custody and control of all the funds and securities of the Corporation,
and he shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him by
the Board of Directors. He shall perform all acts incident to the position of Treasurer, subject to the control of the chief executive
officer and the Board of Directors; and he shall, if required by the Board of Directors, give such bond for the faithful discharge
of his duties in such form as the Board of Directors may require.
Section
11. ASSISTANT TREASURERS: Each Assistant Treasurer shall have the usual powers and duties pertaining to his office, together with
such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him by the chief executive
officer or the Board of Directors. The Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s
absence or inability or refusal to act.
Section
12. SECRETARY: The Secretary shall keep the minutes of all meetings of the Board of Directors, committees of directors and the
stockholders, in books provided for that purpose; he shall attend to the giving and serving of all notices; he may in the name
of the Corporation affix the seal of the Corporation to all contracts of the Corporation and attest the affixation of the seal
of the Corporation thereto; he may sign with the other appointed officers all certificates for shares of capital stock of the
Corporation; he shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers
as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection of any director upon application
at the office of the Corporation during business hours; he shall have such other powers and duties as designated in these Bylaws
and as from time to time may be assigned to him by the Board of Directors; and he shall in general perform all acts incident to
the office of Secretary, subject to the control of the chief executive officer and the Board of Directors.
Section
13. ASSISTANT SECRETARIES: Each Assistant Secretary shall have the usual powers and duties pertaining to his office, together
with such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him by the chief executive
officer or the Board of Directors. The Assistant Secretaries shall exercise the powers of the Secretary during that officer’s
absence or inability or refusal to act.
ARTICLE
V – INDEMNIFICATION OF OFFICERS,
DIRECTORS,
EMPLOYEES AND AGENTS
Section
1. INDEMNIFICATION: The Corporation shall indemnify and hold harmless, to the fullest extent authorized by the Delaware General
Corporation 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 than such law permitted the Corporation to provide
prior to such amendment), any person who was or is a party or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative (other than 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 (an “indemnitee”), against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by an indemnitee in connection with such action, suit or
proceeding if such indemnitee acted in good faith and in a manner such indemnitee 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
such conduct was unlawful; provided, however, that, except as provided in Article 5.3 with respect to proceedings to enforce rights
to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated
by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. 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 indemnitee did not act in good faith and in a manner which
such indemnitee 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 such conduct was unlawful. The right to indemnification conferred
by this Article 5.1 shall vest at the time an individual becomes an indemnitee.
Section
2. RIGHT TO ADVANCEMENT OF EXPENSES: The right to indemnification conferred in Article 5.1 shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an
“advancement of expenses”); provided, however, that, if the Delaware General 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 (hereinafter 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 (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such
expenses under this Article 5.2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Articles
5.1 and 5.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the indemnitee’s heirs, executors, and administrators.
Section
3. RIGHT OF INDEMNITEE TO BRING SUIT: If a claim under Article 5.1 or 5.2 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. 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 be entitled
to be paid also the expense 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 Delaware General Corporation Law. Neither the failure
of the Corporation (including its Board of 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 Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of 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 indemnification,
or to such advancement of expenses, under this Article 5 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 5 shall
not be exclusive of any other right which any person may have or hereafter acquire under any statute, the corporation’s
Certificate of Incorporation, Bylaws, agreement, vote of stockholders, or 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, 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 Delaware General Corporation Law.
Section
6. 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 5 with respect to the indemnification and advancement of expenses
of directors and officers of the Corporation.
Section
7. AMENDMENT OR MODIFICATION: This Article 5 may be altered or amended at any time as provided in these Bylaws, but no such amendment
shall have the effect of diminishing the rights of any person who is or was an officer or director as to any acts or omissions
taken or omitted to be taken prior to the effective date of such amendment.
ARTICLE
VI – CONTRACTS, LOANS, CHECKS
AND DEPOSITS
Section
1. CONTRACTS: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of on behalf of the corporation, and such authority may be general or confined to specific
instances.
Section
2. LOANS: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section
3. CHECKS, DRAFTS, ETC.: All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in
such manner as shall from time to time be determined by resolution of the Board of Directors.
Section
4. DEPOSITS: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE
VII CERTIFICATES FOR SHARES AND
THEIR TRANSFER
Section
1. CERTIFICATES FOR SHARES: Notwithstanding any other provision in these Bylaws, any or all classes and series of shares of the
Corporation, or any part thereof, may be represented by uncertificated shares, except that shares represented by a certificate
that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the corporation.
Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered
owner thereof, a written notice containing the information required to be set forth or stated on certificates. The rights and
obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated
shares of the same class or series shall be identical. If certificates for the shares of the Corporation are issued, each will
be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the president or vice president
and countersigned by the secretary or an assistant secretary and sealed with the Corporation seal or a facsimile thereof. The
signatures of such officers upon a certificate may be facsimile signatures if the certificate is manually signed on behalf of
a transfer agent or a registrar other than the Corporation or an employee of the Corporation. Each certificate for shares shall
be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new certificates shall be issued until the former certificates
for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, 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.
Section
2. TRANSFER OF SHARES: Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation
by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or
by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on
surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.
ARTICLE
VIII – FISCAL YEAR
Section
1. The fiscal year of the Corporation shall be determined by the Board of Directors.
ARTICLE
IX – DIVIDENDS
Section
1. The Board of Directors may, from time to time, declare and the Corporation may pay dividends on its outstanding shares in the
manner, and upon the terms and conditions provided by law and its Certificate of Incorporation.
ARTICLE
X – CORPORATE SEAL
Section
1. The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words, “Corporate Seal,” and “Delaware.”
ARTICLE
XI – WAIVER OF NOTICE
Section
1. Whenever notice is required to be given by law, the Certificate of Incorporation or under any of the provisions of these Bylaws,
a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver
of notice unless so required by the Certificate of Incorporation or the Bylaws.
ARTICLE
XII – FORUM FOR ADJUDICATION
OF DISPUTES
Section
1. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any
derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary
duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders,
(iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Certificate
of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the
internal affairs doctrine shall be the Court of Chancery in the State of Delaware (or, if the Court of Chancery does not have
jurisdiction, the federal district court for the District of Delaware). If any action the subject matter of which is within the
scope of the preceding sentence is filed in a court other than a court located within the State of Delaware (a “Foreign
Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction
of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to
enforce the preceding sentence and (ii) having service of process made upon such stockholder in any such action by service upon
such stockholder’s counsel in the Foreign Action as agent for such stockholder.
ARTICLE
XIII – AMENDMENTS
Section
1. Stockholders of the Corporation holding at least 66 2/3% of the Corporation’s outstanding voting stock shall have the
power to adopt, amend or repeal the Bylaws. To the extent provided in the Corporation’s Certificate of Incorporation, the
Board of Directors of the Corporation shall also have the power to adopt, amend or repeal the Bylaws of the Corporation.
