UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 26, 2016
Gran Tierra
Energy Inc.
(Exact name of registrant as specified in its charter)
Nevada |
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000-52594 |
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98-0479924 |
(State or other jurisdiction of
incorporation) |
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(Commission File Number) |
|
(IRS Employer Identification No.) |
300, 625 – 11th Avenue S.W.
Calgary, Alberta, Canada |
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T2R 0E1 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (403) 265-3221 |
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth
below under Item 5.03 regarding the amendment and restatement of the bylaws of Gran Tierra Energy Inc. (the “Company”)
is incorporated by reference into this Item 3.03.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year. |
On February 26, 2016, the
Board of Directors (the “Board”) of the Company amended and restated its bylaws (the “Bylaws”).
The Bylaws were effective immediately and include, among other things, the following changes:
| · | Granting stockholders the exclusive authority to fill any director vacancy resulting from the removal
of a director by the vote of the stockholders. |
| · | Establishing the stockholder right to call special meetings of stockholders. |
| · | Implementing a majority voting standard and director resignation policy for any uncontested election
of directors. |
| · | Clarifying the procedures relating to the appointment of the chairman of a meeting of stockholders
and the powers of the chairman to conduct such a meeting. |
| · | Establishing procedures for stockholder action by written consent. |
| · | Providing the Board with explicit authority to cancel, postpone or reschedule a stockholder meeting. |
| · | Providing for additional disclosure requirements for notices of director nominations and stockholder
proposals. |
| · | Designating the District Courts of the State of Nevada as the sole and exclusive forum for certain
legal actions, unless the Company consents in writing to the selection of an alternative forum. |
The foregoing description
of the Bylaws is not complete and is qualified in its entirety by reference to the complete text of the Bylaws, a copy of which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 | Eighth Amended and Restated
Bylaws of Gran Tierra Energy Inc., effective February 26, 2016. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Gran Tierra Energy Inc. |
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Date: March 3, 2016 |
By: |
/s/
David Hardy
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David Hardy |
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V.P. Legal and General Counsel
|
EXHIBIT INDEX
| 3.1 | Eighth Amended and Restated
Bylaws of Gran Tierra Energy Inc. effective February 26, 2016. |
Exhibit 3.1
EIGHTH AMENDED & RESTATED BYLAWS
OF
GRAN TIERRA ENERGY INC.
(Incorporated under the Laws of the State of Nevada)
Article
I
OFFICES AND RECORDS
Section
(1) Registered Office. The resident agent of Gran Tierra Energy Inc. (the “Corporation”) shall be
established from time to time by the Board of Directors of the Corporation (the “Board of Directors” or the “Board”)
and reported to the Secretary of State of Nevada as required by Nevada law.
Section
(2) Other Offices. The Corporation may have such offices, either within or without the State of Nevada, as the
Board of Directors may designate or as the business of the Corporation may from time to time require.
Section
(3) Books and Records. The books and records of the Corporation may be kept at such place or places as may from
time to time be designated by the Board of Directors.
Article
II
STOCKHOLDERS
Section
(1) Annual Meeting. Annual meetings of stockholders for the election of directors and for such other business
as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Nevada, and at
such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. At
each annual meeting, the stockholders entitled to vote shall elect a Board of Directors, and they may transact such other corporate
business as shall be stated in the notice of the meeting.
Section
(2) Special Meeting.
a. Special meetings
of the stockholders may be held at such time and place, either within or without the State of Nevada, and at such time and date
as the Board of Directors, by resolution, shall determine in accordance with this Article II, Section (2) and as set forth in the
notice of the meeting.
b. A special meeting
of stockholders may be called by the Chairman of the Board, by a vote of a majority of the directors then in office or by the Secretary
upon the written request (a “Special Meeting Request”) of holders of record of at least 25% of the outstanding common
stock of the Corporation (the “Requisite Percentage”) at the time such request is properly submitted by the holders
of the Requisite Percentage. A Special Meeting Request must be delivered to the Secretary at the Corporation’s principal
executive offices and shall be signed by each stockholder requesting the special meeting (each, a “Requesting Stockholder”)
and shall be accompanied by a notice setting forth the information required by Article II, Section (6) of the bylaws of the Corporation
(the “Bylaws”) with respect to each such Requesting Stockholder. In determining whether a Special Meeting Request has
been properly requested, multiple Special Meeting Requests delivered to the Secretary will be considered together only if (i) each
Special Meeting Request identifies the same purpose or purposes of the special meeting and the same matters to be acted on at such
meeting (in each case as determined in good faith by the Board) and (ii) such Special Meeting Requests have been dated and delivered
to the Secretary within sixty (60) days of the earliest dated Special Meeting Request. Requesting Stockholders who collectively
hold at least the Requisite Percentage on the date the Special Meeting Request is submitted to the Secretary must (A) continue
to hold at least the number of shares of common stock set forth in the Special Meeting Request with respect to each such Requesting
Stockholder through the date of the special meeting and (B) submit a written certification (an “Ownership Certification”)
confirming the continuation of such holdings on the business day immediately preceding the special meeting, which Ownership Certification
shall include any information required by Article II, Section (6) of these Bylaws as of the date of such special meeting with respect
to each such Requesting Stockholder. For the avoidance of doubt, with respect to a Special Meeting Request, no stockholder other
than a Requesting Stockholder shall be required to provide the information required by Article II, Section (6) of these Bylaws.
c. A special meeting
called pursuant to Article II, Section (2)(b) shall be held at such date, time and place as determined by the Board of Directors
in accordance with these Bylaws; provided, however, that the date of any special meeting called by the Secretary
pursuant to a Special Meeting Request shall not be more than 90 days after a Special Meeting Request that satisfies the requirements
of this Section (2) is received by the Secretary. The date, time and place of such special meeting shall be set forth in the notice
of special meeting. If a valid Special Meeting Request is received by the Secretary subsequent to a valid Special Meeting Request
and before the date of the corresponding special meeting of stockholders, all items of business contained in the subsequent Special
Meeting Request may be presented at one special meeting.
d. Notwithstanding
the foregoing provisions of this Section (2), a special meeting requested by stockholders pursuant to Section (2)(b) shall not
be held if (i) the Special Meeting Request does not comply with this Section (2); (ii) the Special Meeting Request relates to an
item of business that is not a proper subject for stockholder action under applicable law; (iii) the Special Meeting Request is
received by the Corporation during the period commencing 90 days prior to the first anniversary of the date of the immediately
preceding annual meeting and ending on the date of the next annual meeting; (iv) an annual or special meeting of stockholders that
included a similar item of business (“Similar Item”) (as determined in good faith by the Board of Directors) was held
not more than 120 days before the Special Meeting Request was received by the Secretary; (v) the Board of Directors has called
or calls for an annual or special meeting of stockholders to be held within 90 days after the Special Meeting Request is received
by the Secretary and the Board of Directors determines in good faith that the business to be conducted at such meeting includes
a Similar Item; (vi) such Special Meeting Request was made in a manner that involved a violation of Regulation 14A under the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), or other applicable
law; or (vii) two or more special meetings of stockholders called pursuant to the request of stockholders have been held within
the 12-month period before the Special Meeting Request was received by the Secretary.
e. Any Requesting
Stockholder may revoke such stockholder’s participation in a Special Meeting Request at any time by written revocation delivered
to the Secretary at the Corporation’s principal executive offices and if, following any such revocation, there are outstanding
requests from stockholders holding less than the Requisite Percentage in accordance with this Section (2), the Board of Directors
may, in its discretion, cancel the special meeting. If none of the Requesting Stockholders appears or sends a duly authorized agent
to present the business to be presented for consideration that was specified in the Special Meeting Request, or if the Ownership
Certification does not satisfy the requirements set forth in Section (2)(b) of these Bylaws, the Corporation need not present such
business for a vote at such special meeting.
f. Business conducted
at a special meeting requested by stockholders pursuant to Section (2)(b) of these Bylaws shall be limited to the matters described
in the applicable Special Meeting Request; provided, however, the Board of Directors shall not be prohibited from
submitting matters to the stockholders at any such special meeting requested by stockholders.
Section
(3) Notice of Meeting. Written or printed notice, stating the date, time and place of the meeting and the purpose
or purposes for which the meeting is called, shall be delivered by the Corporation not less than ten (10) days nor more than sixty
(60) days before the date of the meeting, either personally or by mail, 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 with postage thereon prepaid,
addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation. Such further notice shall
be given as may be required by law. Only such business shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation’s notice of meeting.
Section
(4) Quorum, Chairman of the Meeting, Conduct of Meetings and Postponement.
a. Quorum.
Except as otherwise provided by applicable law or by the Corporation’s articles of incorporation (the “Articles of
Incorporation”), the holders of outstanding shares of capital stock of the Corporation entitled to vote generally in the
election of directors (the “Voting Stock”), which shares represent a majority of the total number of votes which may
be cast by all holders of Voting Stock by virtue of holding such Voting Stock, represented in person or by proxy, shall constitute
a quorum at a meeting of stockholders. The Chairman of the Meeting (as defined below) or a majority of the shares so represented
may adjourn or recess the meeting at any time and for any reason, whether or not there is a quorum. No notice of the time and place
of an adjourned or recessed meeting need be given except as required by law. At the adjourned or recessed meeting, the Corporation
may transact any business which might have been transacted at the original meeting. The stockholders present at a duly called meeting
at which a quorum is present may continue to transact business until adjournment or recess, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
b. Chairman of
the Meeting. The Chairman of the Board, or in his absence or at his direction, the Chief Executive Officer, or in his absence,
the President, shall preside at all meetings of the stockholders or, if such officers are not present at a meeting, by such other
person as the Board of Directors shall designate or if no such person is designated by the Board of Directors, the most senior
officer of the Corporation present at the meeting (such person, the “Chairman of the Meeting”). The Secretary, if present,
shall act as secretary of each meeting of stockholders; if the Secretary is not present at a meeting, the Chairman of the Meeting
may appoint any other person to act as secretary of the meeting.
c. Conduct of the
Meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders
as it shall deem appropriate and which do not conflict with applicable provisions of law, the Articles of Incorporation and these
Bylaws. Except to the extent inconsistent with applicable provisions of law or the Articles of Incorporation, these Bylaws and
such rules and regulations as adopted by the Board of Directors, the Chairman of the Meeting may prescribe such rules, regulations
and procedures and do all such acts as, in the judgment of such Chairman of the Meeting, 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 entitled to vote at the meeting, their duly authorized and constituted proxies
or such other persons as the Chairman of the Meeting shall determine; (iv) restrictions on entry to the meeting after the time
fixed for the commencement thereof; (v) restrictions on the use of audio or video recording devices at the meeting and (vi) limitations
on the time allotted to questions or comments by participants.
d. Postponement.
The Board of Directors may, at any time prior to the holding of a meeting of stockholders, and for any reason, cancel, postpone
or reschedule such meeting by public announcement made prior to the time previously scheduled for such meeting of stockholders.
The meeting may be postponed or rescheduled to such time and place as is specified in the notice of postponement or rescheduling
of such meeting. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reportable
by any national news service or in a document publicly filed by the Corporation with the United States Securities and Exchange
Commission (the “SEC”) pursuant to Section 13, 14 or 15(d) of the Exchange Act.
Section
(5) Voting. Each stockholder shall be entitled to vote in accordance with the terms of the Articles of Incorporation
and in accordance with the provisions of these Bylaws, in person or by proxy, but no proxy shall be voted after six (6) months
from the date of its creation, unless such proxy provides for a longer period, which may not exceed seven (7) years from the date
of its creation. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest legally sufficient to support an irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing with the person recording the proceedings of the meeting
an instrument in writing revoking the proxy or another duly executed proxy bearing a later date.
A complete list of the
stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number
of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.
Section
(6) Notice of Stockholder Business and Nominations.
a. Annual Meetings
of the Stockholders. Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business
to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice
of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder
of record at the time of giving of notice provided for in this Bylaw, who is entitled to vote at the meeting and who complies with
the notice procedures set forth in these Bylaws.
(1) For nominations
or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a) above,
the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary
at the principal executive offices of the Corporation not later than the close of business on the 60th day nor earlier than the
close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided,
however, that in the event that 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 not earlier than the close of business
on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such
annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the
Corporation. In no event shall the public announcement of adjournment or recess of an annual meeting commence a new time period
for the giving of a stockholder’s notice as described above.
(2) Such stockholder’s
notice shall set forth as to each person whom the stockholder proposes to nominate for election or reelection as a director:
(i) the name, age, business address and, if known, residence address of each such nominee; (ii) the principal occupation or employment
of each such nominee; (iii) the number of shares of each class of the capital stock of the Corporation which are beneficially owned
by each such nominee; (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies
for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange
Act and Rule 14a-11 thereunder, (v) such person’s written consent to being named in the proxy statement as a nominee and
to serving as a director if elected, (vi) a complete and accurate description of all direct and indirect compensation and other
material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships,
between the stockholder giving the notice, on the one hand, and each proposed nominee, his or her respective affiliates and associates
(each within the meaning of Rule 12b-2 under the Exchange Act) and any other persons with whom such proposed nominee (or any of
his or her respective affiliates and associates) is acting in concert and (vii) a completed and signed questionnaire, representation
and agreement as provided in Article II, Section (6)(c)(1) of these Bylaws. The stockholder’s notice must also contain, as
to the stockholder giving the notice, all the information and representations set forth in clauses (ii) through (vi) of Section
(6)(a)(3) below.
(3) A stockholder’s
notice shall set forth as to any business that the stockholder proposes to bring before the meeting, (i) a brief description
of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) any
material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made,
(iii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and of
such beneficial owner, if any, (iv) (A) the class or series, if any, and number of shares of the Corporation that are beneficially
owned by such stockholder or such beneficial owner, if any, (B) any option, warrant, convertible security, stock appreciation right,
swap or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class
or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares
of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of
capital stock of the Corporation or otherwise (a “Derivative Instrument”) owned beneficially by such stockholder or
any such beneficial owner and any other opportunity to profit or share in any profit derived from any increase or decrease in the
value of shares of the Corporation, (C) any proxy, contract, arrangement, understanding or relationship pursuant to which such
stockholder or such beneficial owner, if any, has a right to vote any shares of the Corporation, (D) any short interest in any
security of the Corporation (for purposes of these Bylaws, a person shall be deemed to have a “short interest” in a
security if such person has the opportunity to profit or share in any profit derived from any decrease in the value of the subject
security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder or such beneficial
owner, if any, that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in
shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which
such stockholder or such beneficial owner, if any, is a general partner or, directly or indirectly, beneficially owns an interest
in a general partner, (G) any performance-related fees (other than an asset-based fee) that such stockholder or such beneficial
owner, if any, is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments,
if any, as of the date of such notice, including, without limitation, any such interests held by members of such stockholder’s
or such beneficial owner’s, if any, immediate family sharing the same household, and (H) any other information relating to
such stockholder 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 stockholder in support of the business proposed to be brought before the meeting
pursuant to Section 14(a) of the Exchange Act, (v) a summary of any material discussions regarding the business proposed to be
brought before the meeting between such stockholder and any other record or beneficial holder of the shares of any class or series
of the Corporation (including their names) and (vi) a representation that the stockholder is a holder of record of shares entitled
to vote at the meeting, will continue to be a holder of record of shares entitled to vote at the meeting through the date of the
meeting and intends to appear in person or by proxy at the meeting to make the proposal.
(4) Notwithstanding
anything in these Bylaws to the contrary, in the event that the number of directors to be elected to the Board of Directors is
increased, and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size
of the increase of the Board of Directors at least seventy (70) days prior to the first anniversary of the preceding year’s
annual meeting, a stockholder’s notice required by these Bylaws shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices
of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is
first made by the Corporation.
b. Special Meetings
of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation’s notice of meeting and as shall have been accompanied by a notice setting forth
the information required by Article II, Section (6) of these Bylaws, as if such Section were applicable to special meetings of
stockholders. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders in
which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board
of Directors, (ii) pursuant to Article II, Section (2) of these Bylaws and (iii) by any stockholder of the Corporation who (A)
is a stockholder of record at the time of giving of notice provided for in this Bylaw and at the time of the special meeting, (B)
is entitled to vote at the meeting and (C) who complies with the notice procedures set forth in these Bylaws as to such nomination.
In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board
of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified
in the Corporation’s notice of meeting, if its stockholder’s notice required by these Bylaws shall be delivered to
the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 100th day prior
to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or
the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominee,
proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment,
recess or postponement of a special meeting commence a new time period for the giving of a stockholder’s notice as described
above.
c. General.
(1) Director Questionnaire
and Agreement. To be eligible to be a nominee for election as a director of the Corporation, each proposed nominee must deliver
(in accordance with the time periods prescribed for delivery of notice under this Article II, Section (6)) to the Secretary at
the principal executive office 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 (A) is not and will not become a
party to (i) 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 (ii) 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, (B) 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 (C) 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.
(2) Additional
Information Requests. 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 Section 803 of the NYSE MKT Rules and the Corporation’s corporate governance documents, including
the Board committee charters and the Code of Conduct and Business Ethics, or (B) that could be material to a reasonable stockholder’s
understanding of the independence or lack of independence of such proposed nominee.
(3) Duty to Update
and Supplement Notice. A stockholder providing notice of business proposed to be brought or 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 II, Section (6) shall be true and correct (A) as of the record date for the
meeting and (B) as of the date that is ten (10) business days prior to the meeting or any adjournment, recess or postponement thereof,
and such update and supplement shall be delivered to, or mailed to 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 seven (7) business days prior to the date for the meeting, if practicable
(or, if not practicable, on the first practicable date prior to) any adjournment, recess 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, recess or postponement
thereof).
(4) Only such persons
who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors and only
such business shall be conducted at a meeting of stockholders and shall have been brought before the meeting in accordance with
the procedures act forth in these Bylaws. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the
Chairman of the Meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought
before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if
any proposed nomination or business is not in compliance with this Bylaw, to declare that such defective proposal or nomination
shall be disregarded.
(5) For purposes of
these Bylaws, “public announcement” shall mean disclosure in a press release reportable by any national news service
or in a document publicly filed by the Corporation with the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(6) Notwithstanding
the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act
and the rules and regulations thereunder with respect to the matters set forth in these Bylaws. Nothing in these Bylaws shall be
deemed to affect any rights of stockholders to request inclusion of proposal in the Corporation’s proxy statement pursuant
to Rule 14a-5 under the Exchange Act.
Section
(7) Procedure for Election of Directors; Required Vote. Election of directors at all meetings of the stockholders
at which directors are to be elected shall be by ballot. Directors shall be elected by a majority of the votes cast by the holders
of Voting Shares at a meeting of stockholders at which a quorum is present; provided, however, that if the number
of nominees exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes cast. For purposes
of this Section (7), a majority of the votes cast means that the number of shares voted “for” a director nominee must
exceed the number of votes cast “against” that director nominee. Unless the director election standard is a plurality,
if an incumbent director is not elected by a majority of votes cast, the incumbent director shall promptly tender his or her resignation
to the Board of Directors for consideration. The Nominating and Corporate Governance Committee (the “Nominating Committee”)
of the Corporation shall make a recommendation to the Board of Directors on whether to accept or reject the director’s resignation
or whether other action should be taken. The Board of Directors shall act on the Nominating Committee’s recommendation and
publicly disclose its decision within ninety (90) days from the date of the certification of the election results. An incumbent
director who tenders his or her resignation for consideration shall not participate in the Nominating Committee’s or the
Board of Directors’ recommendation or decision, or any deliberations related thereto. If a director’s resignation is
accepted by the Board of Directors pursuant to this Section (7), or if a nominee for director is not elected and the nominee is
not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to the provisions of Article III,
Section (2) or may decrease the size of the Board of Directors pursuant to Article III, Section (2). Except as otherwise provided
by law, the Articles of Incorporation, or these Bylaws, in all matters other than the election or removal of directors, the affirmative
vote of shares representing a majority of the votes present in person or represented by proxy at the meeting and entitled to vote
on the matter shall be the act of the stockholders.
Section
(8) Inspectors of Elections; Opening and Closing the Polls. The Board of Directors by resolution may appoint
one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including,
without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the Chairman of the Meeting may
appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability.
The Chairman of the Meeting
shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which
the stockholders will vote at a meeting.
Section
(9) Action Without a Meeting. Unless otherwise provided by law, and subject to the procedures set forth in this
Section (9), any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting
of the stockholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by
stockholders holding Voting Stock representing a majority of votes entitled to be cast at such a meeting, except however, if a
different portion of voting power is required by law, the Articles of Incorporation or these Bylaws, then that proportion of written
consents is required. Such written consents must be filed with the minutes of the proceedings of the stockholders of the Corporation
and must be delivered to the Corporation’s registered office or principal place of business in a manner permitted by law.
a. In order that the
Corporation may determine the stockholders entitled to take corporate action by written consent without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the Secretary (each such notice, a “Record Date Request”),
request the Board of Directors fix a record date for such purpose; provided, however, that any such Record Date Request
must be delivered to the Secretary at the Corporation’s principal executive offices by a holder or holders of record of at
least 10% of the outstanding common stock of the Corporation as of the time such Record Date Request is properly submitted by such
holder or holders. To be properly submitted, a Record Date Request must (i) be signed by each stockholder requesting the Board
of Directors fix a record date (each such stockholder, a “Record Date Requesting Stockholder”) and (ii) be accompanied
by a notice setting forth the information required by Article II, Section (6) of these Bylaws as of the date of such Record Date
Request with respect to each Record Date Requesting Stockholder. In determining whether a Record Date Request has been properly
requested, multiple Record Date Requests delivered to the Secretary will be considered together only if (x) each Record Date Request
identifies the same purpose or purposes of the proposed action by written consent and the same matters to be acted on by written
consent (in each case as determined in good faith by the Board) and (y) such Record Date Request has been dated and delivered to
the Secretary within sixty (60) days of the earliest dated Record Date Request. Record Date Requesting Stockholders who collectively
hold at least 10% of the outstanding common stock of the Corporation at the time the Record Date Request is submitted to the Secretary
must (A) continue to hold at least the number of shares of common stock set forth in the Record Date Request with respect to each
Record Date Requesting Stockholder through the date that any corporate action by written consent becomes effective and (B) submit
a written certification confirming the continuation of such holdings on the business day immediately preceding the date that any
corporate action by written consent becomes effective, which certification shall include any information required by Article II,
Section (6) of these Bylaws as of the date that any corporate action by written consent becomes effective with respect to each
such Record Date Requesting Stockholder. For the avoidance of doubt, with respect to a Record Date Request, no stockholder other
than a Record Date Requesting Stockholder shall be required to provide the information required by Article II, Section (6) of these
Bylaws. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such Record
Date Request is received by the Secretary, adopt a resolution fixing such record date. If no record date has been fixed by the
Board of Directors within ten (10) days of the date on which such a Record Date Request is received, the record date for determining
stockholders entitled to take corporate action by written consent without a meeting, when no prior action by the Board of Directors
is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed
to be taken is delivered to the Corporation by delivery in a manner permitted by applicable law. If no record date has been fixed
by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining
stockholders entitled to take corporate action by written consent without a meeting shall be at the close of business on the day
on which the Board of Directors adopts the resolution taking such prior action.
b. A facsimile, electronic
mail message, telegram, cablegram or other electronic transmission (each an “electronic transmission”) consenting to
an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder
or proxyholder, shall be deemed to be written, signed and dated for the purposes hereof if such electronic transmission sets forth
or is delivered with information from which the Corporation can determine: (i) that the electronic transmission was transmitted
by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the
date on which such stockholder or proxyholder or authorized person or persons transmitted such electronic transmission. The date
on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent
given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until
such paper form shall be delivered to the Corporation by delivery in a manner permitted by applicable law.
c. Any copy, facsimile
or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all
purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be
a complete reproduction of the entire original writing.
d. In the event of
the delivery to the Corporation of a written consent or consents purporting to represent the requisite voting power to authorize
or take corporate action and/or any related revocations, the Secretary shall provide for the safekeeping of such consents and revocations.
The Secretary, or such other officer of the Corporation as the Board of Directors may designate, shall, as promptly as practicable,
conduct a ministerial review of the validity of the consents and/or any related revocations deemed necessary and appropriate; provided,
however, that if the corporate action to which the written consent relates is the removal or replacement of one or more
members of the Board of Directors, the Secretary, or such other officer of the Corporation as the Board of Directors may designate,
shall promptly designate two persons, who may be employees of the Corporation, but who shall not be members of the Board of Directors
or officers of the Corporation, to serve as inspectors with respect to such written consent and such inspectors shall discharge
the functions of the Secretary, or such other officer of the Corporation as the Board of Directors may designate, under this Section
(9).
e. No action by written
consent without a meeting shall be effective until such date as the Secretary, such other officer of the Corporation as designated
by the Board of Directors or inspectors as appointed in accordance with this Section (9)(e), as applicable, completes their review,
determines that the consents delivered to the Corporation in accordance with this Section (9) represent not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and certifies such determination to the Board of Directors for entry in the records of the Corporation kept
for the purpose of recording the proceedings of meetings of stockholders.
f. Prompt notice of
the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the
action were delivered to the Corporation as provided herein.
g. Any stockholder
giving a written consent, or the stockholder’s proxyholder, may revoke the consent in any manner permitted by applicable
law.
Section
(10) Sale, Lease or Exchange of Assets; Required Vote. In addition to the stockholder vote required under Nevada
law and the Articles of Incorporation for the sale, lease or exchange of all of the Corporation’s property and assets, the
Board of Directors shall have power and authority at any meeting to sell, lease or exchange substantially all of the property and
assets of the Corporation, including its goodwill and its corporate franchises, upon such terms and conditions as its Board of
Directors deems expedient and for the best interests of the Corporation only when and as authorized by the affirmative vote of
the stockholders holding stock entitling them to exercise at least a majority of the voting power given at a stockholders’
meeting called for that purpose, or when authorized by the written consent of the holders holding Voting Stock entitling them to
exercise at least a majority of the voting power represented by all outstanding shares of Voting Stock.
Section
(11) Dissenters’ Rights. Pursuant to Nevada Revised Statutes 92A.380(1)(c), any stockholder of any class
is entitled to dissent from, and obtain payment of the fair market value of his shares in the event of the following corporate
actions:
a. An amendment to
the Articles of Incorporation to add, change or remove any (1) provision restricting or constraining the issue, transfer or
ownership of shares of that class or (2) restriction on the business that may be conducted by the Corporation; or
b. The sale, lease
or exchange of all or substantially all of the Corporation’s assets.
Article
III
BOARD OF DIRECTORS
Section
(1) General Powers. The business and affairs of the Corporation shall be managed under the direction of the Board
of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may
exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws required to be exercised or done by the stockholders.
Section
(2) Number, Tenure and Qualifications.
a. The Board of Directors
shall consist of not less than one (1) and not more than nine (9) directors. The number of directors may be fixed and changed from
time to time by a resolution of the Board of Directors in accordance with this Section (2)(a). All directors are in the same class
and shall have equal voting rights.
b. The directors shall
hold office until the next meeting of stockholders held for the purpose of electing the Board of Directors or until their successors
have been duly elected and qualified, or until a director’s prior death, resignation or removal. Any director may resign
at any time upon written notice of such resignation to the Corporation.
c. A vacancy occurring
in the Board of Directors for any reason other than removal pursuant to Article III, Section (10) of these Bylaws may be filled
by a majority of the remaining Directors, or a sole remaining director, though less than a quorum. Any vacancy occurring in the
Board of Directors by reason of removal pursuant to Article III, Section (10) shall be filled by a plurality of the votes cast
by the holders of shares entitled to vote at a meeting of stockholders at which a quorum is present.
d. Between successive
annual meetings, the directors shall have the power to appoint one or more additional directors to fill any vacancies occurring
in the Board of Directors for any reason other than removal pursuant to Article III, Section (10). A director so appointed shall
hold office only until the next following annual meeting of the Corporation or until his successor is duly elected and qualified,
but such director shall be eligible for election at the next meeting of stockholders held for the purpose of electing directors
and the number of directors will be increased accordingly.
Section
(3) Notice of Meeting. A regular meeting of the Board of Directors shall be held without other notice than as
provided by these Bylaws immediately after, and at the same place as, the annual meeting of stockholders. The Board of Directors
may, by resolution, provide the time and place for the holding of different or additional regular meetings without other notice
than such resolution.
Section
(4) Special Meetings. Special meetings of the Board of Directors shall be called at the request of the Chairman
of the Board, the President or a majority of the directors then in office. The person or persons authorized to call special meetings
of the Board of Directors may fix the place and time of the meetings.
Section
(5) Notice. Notice of any special meeting of directors shall be given to each director at his business or residence
in writing, by hand delivery, first-class or overnight mail or courier service, telegram or facsimile transmission, electronic
mail or other electronic transmission, or orally, including in person or by telephone. If mailed by first-class mail, such notice
shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least
two (2) days before such meeting. If by telegram, overnight mail or courier service, such notice shall be deemed adequately delivered
when the telegram is delivered to the telegraph company or the notice a delivered to the overnight mail or courier service at least
twenty-four (24) hours before such meeting. If by facsimile transmission or electronic mail or other electronic transmission, such
notice shall be deemed adequately delivered when the notice is transmitted at least twelve (12) hours before such meeting. If orally,
including in person or by telephone, or by hand delivery, the notice shall be given at least twelve (12) hours prior to the time
set for 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 of such meeting, except for amendments to these Bylaws, as provided under Article
VIII. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of
the meeting in accordance with Article VI, Section (3) of these Bylaws.
Section
(6) Action by Consent of Board of Directors. Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing or by electronic transmission, and the writing or writings or transmission or transmissions
are filed with the minutes of proceedings of the Board or committee.
Section
(7) Conference Telephone Meetings. Members of the Board of Directors, or any committee thereof, may participate
in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute
presence in person at such meeting.
Section
(8) Quorum. Subject to Article III, Section (2), a whole number of directors equal to at least a majority of
the directors then in office shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors
there shall be less than a quorum present, a majority of the directors present may adjourn or recess the meeting from time to time
without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors. The directors present at a duly organized meeting may continue to transact business until adjournment
or recess, notwithstanding the withdrawal of enough directors to leave less than a quorum.
Section
(9) Executive and Other Committees. The Board of Directors may, by resolution adopted by a majority of the directors
then in office, designate one or more committees to exercise, subject to applicable provisions at law, the powers of the Board
in the management of the business and affairs of the Corporation when the Board is not in session. Each such committee shall consist
of two or more directors of the Corporation. 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 the committee. Any such committee may to the
extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution
and in the charter of such committee. In the absence or disqualification of any member of such committee or committees, the member
or members thereof 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 any such absent or disqualified member.
Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board of Directors when required.
A majority of any committee
may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. Notice
of such meetings shall be given to each member of the committee in the manner provided for in Article III, Section (5) of these
Bylaws. The Board of Directors shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any
such committee. Nothing herein shall be deemed to prevent the Board of Directors from appointing one or more committees consisting
in whole or in part of persons who are not directors of the Corporation; provided, however, that no such committees
shall have or may exercise any authority of the Board of Directors.
Section
(10) Removal. Any director, or the entire Board of Directors, may be removed from office at any time by the affirmative
vote of the stockholders of at least two-thirds of the voting power of all of the then-outstanding shares of Voting Stock, voting
together as a single class.
Section
(11) Records. The Board of Directors shall cause to be kept a record containing the minutes of the proceedings
of the meetings of the Board of Directors and of the stockholders, appropriate stock books and registered and such books of records
and accounts as may be necessary for the proper conduct of the business of the Corporation.
Section
(12) Compensation. Directors shall not receive any stated salary for their services as directors or as members
of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance
at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent or otherwise, and receiving compensation therefore.
Article
IV
OFFICERS
Section
(1) Elected Officers. The elected officers of the Corporation shall be: a Chairman of the Board of Directors,
a President, a Secretary, a Treasurer, and such other officers as the Board of Directors from time to time may deem proper. The
Chairman of the Board shall be chosen from among the directors. All officers elected by the Board of Directors shall each have
such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV.
Such officers shall also have such powers and duties as from time to time may he conferred by the Board of Directors or by any
committee thereof. The Board of Directors or any committee thereof may from time to time elect, or the Chairman of the Board or
President may appoint, such other officers (including one or more Vice Presidents, Assistant Secretaries, and Assistant Treasurers)
and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents
shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed
by the Board or such committee or by the Chairman of the Board of Directors or President, as the case may be.
Section
(2) Election and Term of Office. The elected officers of the Corporation shall be elected from time to time,
but no less than annually, by the Board of Directors at a regular meeting of the Board of Directors. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign, but any
officer (other than the Chairman of the Board or President) may be removed from office at any time by either the affirmative vote
of a majority of the directors then in office or by the Chairman of the Board or President. The Chairman of the Board and the President
may only be removed from office by the affirmative vote of a majority of the directors then in office. Such removal shall be without
prejudice to the contractual rights, if any, of the person so removed.
Section
(3) Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and of
the Board of Directors. The Chairman of the Board shall be responsible for the general management of the affairs of the Corporation
and shall perform all duties incidental to his office which may be required by law and all such other duties as are properly required
of him by the Board of Directors. He shall make reports to the Board of Directors and the stockholders, and shall see that all
orders and resolutions of the Board of Directors and of any committee thereof are carried into effect. The Chairman of the Board
may also serve as President, if so elected by the Board of Directors.
Section
(4) President. The President shall act in a general executive capacity and shall assist the Chairman of the Board
in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The
President shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of the Chairman
of the Board and preside at all meetings of stockholders and of the Board of Directors.
Section
(5) Vice Presidents. Each Vice President shall have such powers and shall perform such duties as shall be assigned
to him by the Board of Directors, the Chairman of the Board or the President.
Section
(6) Treasurer. The Treasurer shall be a Vice President and act in an executive financial capacity. He shall assist
the Chairman of the Board and the President in the general supervision of the Corporation’s financial policies and affairs.
The Treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds. The Treasurer shall
cause the funds of the Corporation to be deposited in such bank, as may be authorized by the Board of Directors, or in such banks
as may be designated as depositaries in the manner provided by resolution of the Board of Directors. He shall have such further
powers and duties and shall be subject to such directions as may be granted or imposed upon him from time to time, by the Board
of Directors, the Chairman of the Board or the President.
Section
(7) Secretary. The Secretary shall keep or cause to be kept in one or more books provided for that purpose, the
minutes of all meetings of the Board, the committees of the Board and the stockholders; he shall see that all notices are duly
given in accordance with the provisions of these Bylaws and as required by law; he shall be custodian of the records; and he shall
see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are
properly kept and filed; and in general, he shall perform all the duties incident to the office of Secretary and such other duties
as from time to time may be assigned to him by the Board, the Chairman of the Board or the President.
Section
(8) Removal. Any officer elected, or agent appointed, by the Board of Directors may be removed by the affirmative
vote of a majority of the directors then in office whenever, in their judgment, the best interests of the Corporation would be
served thereby. Any officer or agent appointed by the Chairman of the Board or the President may be removed by him whenever, in
his judgment, the best interests of the Corporation would be served thereby. No elected officer shall have any contractual rights
against the Corporation for compensation by virtue of such election beyond the date of the election of his successor, his death,
his resignation or his removal, whichever event shall first occur, except as otherwise provided in an employment contract or under
an employee compensation plan.
Section
(9) Vacancies. A newly created elected office and a vacancy in any elected office because of death, resignation,
or removal may be filled by the Board of Directors for the unexpired portion of the term at any meeting of the Board of Directors.
Any vacancy in an office appointed by the Chairman of the Board or the President because of death, resignation, or removal may
be filled by the Chairman of the Board or the President, as the case may be.
Article
V
STOCK, STOCK CERTIFICATES, TRANSFERS AND RECORD DATE
Section
(1) Stock. Stock shall be issued in accordance with the Fourth section of the Articles of Incorporation at a
fair market value determined by the Board of Directors. Consideration received by the Corporation for such shares shall not be
in the form of promissory notes or services to be performed, or any combination thereof.
Section
(2) Stock Certificates, Uncertificated Shares and Transfers. The interest of each stockholder of the Corporation
shall be in shares of stock, which shall be either uncertificated shares or certificated shares. Certificated shares shall be evidenced
by certificates for shares of stock in such form as the proper officers of the Corporation may from time to time prescribe. The
certificates of stock shall be signed, counter-signed and registered in such manner as the Board of Directors may by resolution
prescribe, which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer,
transfer agent or registrar who have signed or whose facsimile signature has been placed upon a certificate has ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
Section
(3) Lost, Stolen or Destroyed Certificates. No certificate for shares of stock in the Corporation shall be issued
in place of any certificate alleged to have been lost, destroyed or stolen, nor shall the shares of stock represented by such certificate
alleged to have been lost, destroyed or stolen be represented by uncertificated shares, except on production of such evidence of
such loss, destruction or theft of the certificate and on delivery to the Corporation of a bond of indemnity in such amount, upon
such terms and secured by such surety, as the Board of Directors or any financial officer may in its or his discretion require.
Section
(4) Transfer of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the
holders thereof in person or by their duly authorized attorney or legal representatives, and upon such transfer the old certificates
(in the case of shares of stock represented by certificates) shall be surrendered to the Corporation by the delivery thereof to
the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom
they shall be cancelled, and new certificates (or no certificates in the event that such shares are to be uncertificated) shall
thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and
not absolutely, it shall be so expressed in the entry of the transfer.
Section
(5) Stockholders Record Date. In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment or recess thereof, or to express consent to corporate action in
writing without a meeting (if permitted), or entitled to receive payment of any dividend or other distribution or allotment of
any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting, nor more than 60 (sixty) days prior to any other action. A determination
of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment or recess
of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned or recessed
meeting.
Article
VI
MISCELLANEOUS
Section
(1) Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first
day of December of each year.
Section
(2) Dividends. 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 the Articles of Incorporation.
Section
(3) Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation
under the provisions of the Nevada Revised Statutes or these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the Board of
Directors or committee thereof need be specified in any waiver of notice of such meeting.
Section
(4) Resignations. Any director or any officer, whether elected or appointed, may resign at any time by giving
written notice of such resignation to the Chairman of the Board, the President, or the Secretary, and such resignation shall be
deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the President,
or the Secretary, or at such later time as is specified therein. No formal action shall be required of the Board of Directors or
the stockholders to make any such resignation effective.
Section
(5) Severability. Whenever possible, each provision or portion of any provision of these Bylaws will be interpreted
in such manner as to be effective and valid under applicable law but if any provision or any portion of any provision of these
Bylaws shall be held to be invalid, illegal or unenforceable, in any respect under any applicable law or rule in any jurisdiction,
such provision or portion of any provision shall be severable and the invalidity, illegality or unenforceability shall not affect
any other provision or portion of any provision in such jurisdiction and these Bylaws shall be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained
herein.
Article
VII
CONTRACTS, PROXIES, ETC.
Section
(1) Contracts. Except as otherwise required by law, the Articles of Incorporation or these Bylaws, any contracts
or other instruments may be executed and delivered in the name and on the behalf of the Corporation by such officer or officers
of the Corporation as the Board of Directors may from time to time direct. Such authority may be general or confined to specific
instances as the Board may determine. The Chairman of the Board, the President or any Vice President may execute bonds, contracts,
deeds, leases and other instruments to be made or executed for or on behalf of the Corporation. Subject to any restrictions imposed
by the Board of Directors or the Chairman of the Board, the President or any Vice President of the Corporation may delegate contractual
powers to others under his jurisdiction, it being understood, however, that any such delegation of power shall not relieve such
officer of responsibility with respect to the exercise of such delegated power.
Section
(2) Voting of Shares in Other Corporations. Unless otherwise provided by resolution adopted by the Board of Directors,
the Chairman of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent
or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled
to cast as the holder of stock or other securities in any other corporation, any of whose stock or other securities may be held
by the Corporation, at a meeting of the holders of the stock or other securities of such other corporation, or to consent in writing,
in the name of the Corporation as such holder, to any action by such other corporation, and may instruct the person or persons
so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name
and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he
may deem necessary or proper in the premises.
Article
VIII
AMENDMENTS
Section
(1) By Stockholders. All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may
be made by the stockholders holding no less than a majority of the votes represented by the then-issued and outstanding shares
of stock entitled to vote thereon, at an annual meeting or special meeting called for that purpose.
Section
(2) By Directors. The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time
to time, the Bylaws of the Corporation, provided, however, the affirmative vote of the stockholders holding a majority
of the voting power of all of the then-issued and outstanding shares of Voting Stock shall be required to amend Article III, Section
2(a) of these Bylaws.
Article
IX
INDEMNITY
Section
(1) Liabilities and Expenses in Actions. The Corporation shall indemnify, to the fullest extent permitted by
the Nevada Revised Statutes, all persons whom a corporation may indemnify pursuant to the Nevada Revised Statutes.
Section
(2) Breach of Fiduciary Duty. No director or officer of the Corporation shall be personally liable to the Corporation
or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any
such director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability
of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of the
law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification
of this Article IX by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitations
on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.
Section
(3) Repeal. No amendment to, or repeal of, any of the provisions of this Article IX will adversely affect any
right or protection of a director of the Corporation existing hereunder with respect to any acts or omissions of such director
occurring prior to such amendment or repeal of these provisions.
Section
(4) Advancement of Expenses. Expenses incurred by an officer or director in defending a civil or criminal action,
suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding. Such
expenses incurred by employees and agents other than the officers and directors may be paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.
Section
(5) Non-Exclusivity. The indemnification and advancement of expenses provided by or granted pursuant to the foregoing
sections are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled
under these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in their official
capacity, and as to action in any other capacity while holding such office.
Section
(6) Continuation. Indemnification and advancement of expenses as provided by, or granted pursuant to, this Article
IX shall continue, unless otherwise provided when authorized or ratified, as to a person who has ceased to be a director, officer,
employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Article
X
forum for Adjudication of Disputes
Section
(1) Exclusive Forum. To the fullest extent permitted by law, and unless the Corporation consents in writing to
the selection of an alternative forum, the District Courts of the State of Nevada shall be the sole and exclusive forum for (a)
any derivative action or proceeding brought in the name or right of the Corporation or on its behalf, (b) any action asserting
a claim for breach of a fiduciary duty owed by any director, officer, employee or other agent of the Corporation to the Corporation
or the Corporation’s stockholders, (c) any action arising or asserting a claim arising pursuant to any provision of Title
7 of the Nevada Revised Statutes or any provision of the Articles of Incorporation or these Bylaws or (d) any action asserting
a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine
the validity of the Articles of Incorporation or these Bylaws. Any person or entity purchasing or otherwise acquiring any interest
in shares of capital stock of the Corporation shall be deemed to have notice of and consented to (i) the provisions of this Article
X and (ii) jurisdiction and venue in the District Courts of the State of Nevada.
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