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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): March 21, 2025
SKYX
PLATFORMS CORP.
(Exact
name of Registrant as Specified in its Charter)
| Florida |
|
001-41276 |
|
46-3645414 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
2855
W. McNab Road
Pompano
Beach, Florida 33069
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (855) 759-7584
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, no par value per share |
|
SKYX |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
March 21, 2025, the Board of Directors (the “Board”) of SKYX Platforms Corp. (the “Company”) approved the amendment
and restatement of the Company’s Second Amended and Restated Bylaws (as amended and restated, the “Third Amended and Restated
Bylaws”), which became effective immediately upon adoption. Among other things, the Third Amended and Restated Bylaws:
| ● | update
certain procedural mechanics and disclosure requirements for stockholder nominations of directors
and submissions of proposals for other business made in connection with annual and special
meetings of stockholders, including to address rules related to the use of universal proxy
cards adopted by the Securities and Exchange Commission under Rule 14a-19 promulgated under
the Securities Exchange Act of 1934, as amended; and |
| | | |
| ● | require
stockholders directly or indirectly soliciting proxies from other stockholders to use a proxy
card color other than white, with the white proxy card being reserved for exclusive use by
the Board. |
The
Third Amended and Restated Bylaws also incorporate ministerial, clarifying and conforming changes. The description of the changes implemented
by the Third Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text
of the Third Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 8.01 Other Events.
The
Company’s Board of Directors has established July 9, 2025 as the date of the Company’s 2025 Annual Meeting of Stockholders
(the “Annual Meeting”). The record date for stockholders eligible to vote at the Annual Meeting was set for May 13, 2025.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SKYX
PLATFORMS CORP. |
| |
|
|
| Date:
March 21, 2025 |
By: |
/s/
Leonard J. Sokolow |
| |
Name: |
Leonard
J. Sokolow |
| |
Title: |
Co-Chief
Executive Officer |
Exhibit
3.1
Third
amended and restated BY-LAWS
OF
SKYX
Platforms Corp.
March
21, 2025
Article
I: OFFICES
The
Corporation shall have offices at such places both within and without the State of Florida as the Board of Directors may from time to
time determine or the business of the Corporation may require.
Article
II: STOCKHOLDERS
Section
2.1 Annual Meetings: Annual meetings of stockholders shall be held on a date and at a time at such place, within or without the
State of Florida, as the Board of Directors shall determine. The Board of Directors may, in its sole discretion, determine to hold an
annual meeting of stockholders solely by means of remote communication. At the annual meeting of stockholders, directors shall be elected
and there shall be transacted such other business as may properly come before said meeting.
Section
2.2 Special Meetings: Special meetings of stockholders, unless otherwise prescribed by law, may be called for any purpose or purposes
at any time by the order of the Chairman of the Board, or by the President or Secretary or an Assistant Secretary whenever requested
in writing to do so by stockholders owning not less than majority of all the outstanding shares of the Corporation entitled to vote for
directors as of the date of such request. Such request shall state the purpose or purposes of the proposed special meeting. Such meetings
shall be held at such place and on a date and at such time as may be designated in the notice thereof by the officer of the Corporation
calling any such meeting. The Board of Directors may, in its sole discretion, determine to hold a special meeting of stockholders solely
by means of remote communication.
Section
2.3 Notice of Meetings: Except as otherwise provided by law, notice of the date, time and place, if any, means of remote communication,
if any, and, in the case of special meetings, the purpose or purposes, of every meeting of stockholders shall be mailed at least ten
(10) days previous thereto to each stockholder of record entitled to such notice at the address of such person which appears on the books
of the Corporation or to such other address as any stockholder shall have furnished in writing to the Secretary of the Corporation for
such purpose.
Section
2.4 Quorum: Except as otherwise expressly provided by law or the Corporation’s Articles of Incorporation, the holders of
shares entitled to one-third of the votes at a meeting of stockholders shall constitute a quorum. Less than such quorum, however, shall
have the power to adjourn any meeting from time to time without notice. When a meeting is adjourned to another time or place, unless
these By-laws or applicable law otherwise requires, notice need not be given of the adjourned meeting if the new date, time, place, if
any, and the terms of participation by means of remote communication, if any, are announced at the meeting at which the adjournment is
taken.
Section
2.5 Proxies and Voting: At any meeting of stockholders, each stockholder entitled to vote any shares on any matter to be
voted upon at such meeting shall be entitled to one vote on such matter for each such share, and may exercise such voting right either
in person or by proxy. If a quorum is present, in all matters, other than the election of directors and except as otherwise required
by law, the Corporation’s Articles of Incorporation, or these By-laws, action is approved by a voting group if the votes cast in
favor of the action exceed the votes cast against the action. Except as otherwise required by law or the Corporation’s Articles
of Incorporation, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting
of the stockholders at which a quorum is present. Any stockholder directly or indirectly soliciting proxies from other stockholders must
use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.
Section
2.6 Fixing of Record Date: The Board of Directors may fix a day, not more than sixty (60) nor fewer than ten (10) days prior to
the day of holding any meeting of stockholders, as the day as of which stockholders entitled to notice of and to vote at such meeting
shall be determined, and only stockholders of record at the close of business on such day shall be entitled to notice of or to vote at
such meeting. The Board of Directors may fix a time not exceeding sixty (60) days preceding the date fixed for the payment of any dividend,
the making of any distribution, the allotment or exercise of any rights or the taking of any other action as a record time for the determination
of the stockholders entitled to receive any such dividend, distribution or allotment, or for the purpose of such other action.
Section
2.7 Action Without a Meeting: Unless otherwise provided in the certificate of incorporation or by law, any action required to
be taken at any annual or special meeting of stockholders or any action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having 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. Prompt notice of the undertaking
of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented
in writing.
Section
2.8 Nature of Business at Meetings of Stockholders: Only such business (other than nominations for election to the Board of Directors
and the election of directors, which must comply with the provisions of Section 2.9) may be transacted at an annual meeting of stockholders
as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board
of Directors (or any duly authorized committee thereof), or (c) otherwise properly brought before the annual meeting by any stockholder
of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.8 and on
the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting and (ii) who complies
with the notice procedures set forth in this Section 2.8. For the avoidance of doubt, the foregoing shall be the exclusive means for
a stockholder to bring business properly before an annual meeting of stockholders (other than matters properly brought under Rule 14a-8
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
In
addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of the Corporation.
To
be timely, a stockholder’s notice to the Secretary must be delivered to or be 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 anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not
within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not
later than the close of business on the later of the ninetieth (90th) day prior to such meeting or the tenth (10th) day following the
day on which such notice of the date of the annual meeting was mailed or such Public Disclosure of the date of the annual meeting was
made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting, or the public announcement of such
an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice
as described above. For purposes of these By-laws, “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
Sections 13, 14 or 15(d) of the Exchange Act, or in a notice pursuant to the applicable rules of an exchange on which the securities
of the Corporation are listed.
To
be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each matter
such stockholder proposes to bring before the annual meeting, a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, and, the text, if any, of any resolutions or By-law amendment
proposed for adoption, a brief written statement of the reasons why such stockholder favors the proposal and the reasons for considering
the proposal at the meeting, the name and address of any other securityholder of the Corporation who owns, beneficially or of record,
any securities of the Corporation and who supports any business matter such stockholder intends to propose to the extent known by the
stockholder, and any other information relating to such proposal that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies in support of the proposal pursuant to Section 14(a) of the Exchange
Act, including Regulation 14A; (b) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal
is being made: (i) the name and address of such person, (ii) (A) the class or series and number of all shares of stock of the Corporation
which are, directly or indirectly, owned beneficially or of record by such person and any affiliates or associates of such person (as
such terms are defined in Rule 12b-2 promulgated under the Exchange Act), including any shares of any class or series of capital stock
of the Corporation as to which such stockholder, beneficial owner or owners or any of their affiliates or associates has a right to acquire
beneficial ownership at any time in the future, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially
but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation
held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest,
hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of
such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement
or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or
on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate
loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to
increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person,
with respect to stock of the Corporation; (iii) a representation whether the proposing stockholder will engage in a solicitation (within
the meaning of Rule 14a-1(l) under the Exchange Act) with respect to the proposal and, if so, the name of each participant (as defined
in Item 4 of Schedule 14A under the Exchange Act) in such solicitation and whether such person intends or is part of a group which intends
to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the outstanding shares of the Corporation’s
stock required to approve the proposal and/or otherwise to solicit proxies from stockholders in support of the proposal; (iv) a description
of all agreements, arrangements, plans, proposals, or understandings (whether written or oral) between or among such person, or any affiliates
or associates of such person, and any other person or persons (including their names) in connection with the proposal of such business,
including, without limitation, any agreements, arrangements, plans, proposals or understandings that would be required to be disclosed
pursuant to Schedule 13D under the Exchange Act (regardless of whether the requirement to file a Schedule 13D is applicable), and any
substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) of such person, in such business, including
any anticipated benefit therefrom to such person; (v) a representation that the stockholder giving notice intends to appear in person
or by proxy at the annual meeting to bring such business before the meeting; and (vi) any other information relating to such person that
would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies
by such person with respect to the proposed business to be brought by such person before the annual meeting pursuant to Section 14 of
the Exchange Act, and the rules and regulations promulgated thereunder. At the request of the Corporation, the stockholder must promptly,
but in any event within five (5) business days after such request, provide to the Corporation such other information that the Corporation
may reasonably request.
A
stockholder providing notice of business proposed to be brought before an annual meeting of stockholders shall further update and supplement
such notice in writing, if necessary, so that the information provided or required to be provided in such notice is true and correct
in all material respects as of (i) the record date for the meeting and (ii) the date that is five (5) business days prior to the meeting
and, in the event of any adjournment thereof, five (5) business days prior to such adjourned meeting. In the case of an update and supplement
pursuant to clause (i) of this paragraph, such update and supplement shall be 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 an update and supplement
pursuant to clause (ii) of this paragraph, such update and supplement shall be received by the Secretary at the principal executive offices
of the corporation not later than two (2) business days prior to the date for the meeting, and, in the event of any adjournment thereof,
two (2) business days prior to such adjourned meeting. For the avoidance of doubt, the obligation to update as set forth in this paragraph
shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable
deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any
proposal or to submit any new proposal, including by changing or adding matters, business and/or resolutions proposed to be brought before
a meeting of the stockholders. If a stockholder providing written notice required by this Section fails to provide any written update
in accordance with this Section, the information as to which such written update relates may be deemed not to have been provided in accordance
with these By-laws.
If
any information or representation submitted pursuant to this Section 2.8 is inaccurate or incomplete in any material respect, such information
or representation may be deemed not to have been provided in accordance with these By-laws. The stockholder giving notice shall notify
the Secretary in writing at the principal executive offices of the Corporation of any inaccuracy or change in any information or representation
submitted within two (2) business days after becoming aware of such inaccuracy or change. Upon written request of the Secretary on behalf
of the Board of Directors (or a duly authorized committee thereof), the stockholder shall provide, within seven (7) business days after
delivery of such request (or such longer period as may be specified in such request), (i) written verification, reasonably satisfactory
to the Board of Directors, any committee thereof, or any authorized officer of the Corporation, to demonstrate the accuracy of any information
submitted and (ii) a written affirmation of any information submitted as of an earlier date (including, if requested by the Corporation,
written confirmation by such stockholder that it continues to intend to bring such business proposal before the meeting). If the stockholder
fails to provide such written verification or affirmation within such period, the information or representation as to which written verification
or affirmation was requested may be deemed not to have been provided in accordance with these By-laws.
No
business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with
the procedures set forth in this Section 2.8; provided, however, that, once business has been properly brought before the annual meeting
in accordance with such procedures, nothing in this Section 2.8 shall be deemed to preclude discussion by any stockholder of any such
business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance
with the foregoing procedures, or that the information provided in a stockholder’s notice does not satisfy the information requirements
of this Section 2.8, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such
business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.8, if the stockholder (or a qualified representative
of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the proposed business, such proposed
business shall not be transacted, notwithstanding that proxies in respect of such matter may have been received by the Corporation.
Nothing
contained in this Section 2.8 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s
proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).
Section
2.9 Nomination of Directors: Only natural persons of at least eighteen (18) years of age who are nominated in accordance with
the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Articles
of Incorporation with respect to the right of holders of preferred stock, if any, of the Corporation to nominate and elect a specified
number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual
meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction
of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this Section 2.9 and on the record date for the determination of stockholders
entitled to notice of and to vote at such annual meeting or special meeting and (ii) who complies with the notice procedures set forth
in this Section 2.9. For the avoidance of doubt, the foregoing shall be the exclusive means for a stockholder to bring director nominations
before a meeting of stockholders (other than matters properly brought under Rule 14a-8 under the Exchange Act). The number of director
nominees a stockholder may include in the notice described in this Section or nominate for election at a meeting of stockholders shall
not exceed the number of directors to be elected at such meeting.
In
addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary
must be delivered to or be mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting,
not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within
thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later
than the close of business on the later of the ninetieth (90th) day prior to such meeting or the tenth (10th) day following the day on
which such notice of the date of the annual meeting was mailed or such Public Disclosure of the date of the annual meeting was made,
whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later
than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or
Public Disclosure of the date of the special meeting was made, whichever first occurs. In no event shall the adjournment or postponement
of an annual meeting or a special meeting called for the purpose of electing directors, or the public announcement of such an adjournment
or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
To
be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each person
whom the stockholder proposes to nominate for election as a director: (i) the name, age, business address and residence address of such
person and that such person is a natural person of at least eighteen (18) years of age, (ii) the principal occupation or employment of
such person, (iii) (A) the class or series and number of all shares of stock of the Corporation which are directly or indirectly, owned
beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares
of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and
the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative
instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf
of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent
to which any other transaction, agreement, arrangement, plan, proposal, or understanding (including any short position or any borrowing
or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such
person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for,
such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest
of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (iv) a written questionnaire
with respect to the background, qualifications, stock ownership, and independence of such person, completed by such person in the form
required by the Corporation (which form such noticing stockholder shall request in writing from the Secretary prior to submitting notice
and which the Secretary shall provide to such noticing stockholder within ten (10) days after receiving such request), (v) any other
information concerning each such person as would be required to be disclosed in a proxy statement soliciting proxies for the election
of such person as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be
disclosed, under Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, (vi) a written statement signed
by the nominee acknowledging that, as a director of the Corporation, the nominee will owe fiduciary duties with respect to the corporation
and its stockholders, (vii) a description of any business or personal interests that could place such nominee in a potential conflict
of interest with the Corporation, and (viii) a written representation and agreement, which shall be signed by the nominee and pursuant
to which the nominee shall represent and agree that the nominee (A) consents to serving as a director if elected and (if applicable)
to being named in the Corporation’s proxy statement and/or form of proxy as a nominee, and intends to serve as a director for the
full term for which such person is standing for election, (B) will promptly notify the Corporation of the nominee’s actual or potential
unwillingness or inability to serve as a director, (C) is not and will not become a party to any agreement, arrangement or understanding
with, and has not given any commitment or assurance to, any person or entity as to how the nominee, if elected as a director, will act
or vote on any issue or question that has not been disclosed to the Corporation, or that could limit or interfere with the nominee’s
ability to comply, if elected as a director, with such nominee’s fiduciary duties under applicable law, (D) 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 or nominee that
has not been disclosed to the Corporation, (E) does not need any permission or consent from any third party to serve as a director of
the Corporation, if elected, that has not been obtained, including any employer or other board or governing body on which such nominee
serves, including providing copies of any and all requisite permissions or consents, (F) if elected as a director, will comply with all
of the Corporation’s code of ethics, conflict of interest, related party, confidentiality and insider trading policies and guidelines,
and any other Corporation policies and guidelines applicable to directors (which will be provided to such nominee promptly following
a request therefor), and (G) all other information relating to such person that would be required to be disclosed in solicitations of
proxies for election of such nominees as directors, or is otherwise required, in each case, pursuant to Section 14(a) of the Exchange
Act, including Regulation 14A and Rule 14a-19 promulgated under the Exchange Act; and (b) as to the stockholder giving the notice, and
the beneficial owner, if any, on whose behalf the nomination is being made: (i) the name and record address of the stockholder giving
the notice and the name and principal place of business of such beneficial owner, (ii) (A) the class or series and number of all shares
of stock of the Corporation which are, directly or indirectly, owned beneficially or of record by such person and any of their affiliates
or associates of such person (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), including any shares of any
class or series of capital stock of the Corporation as to which such stockholder, beneficial owner or owners or any of their affiliates
or associates has a right to acquire beneficial ownership at any time in the future, (B) the name of each nominee holder of shares of
the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of
shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap,
option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person,
or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any
other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock
of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent
of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates
or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates
or associates of such person, with respect to stock of the Corporation, (iii) a description of all agreements, arrangements, plans, proposals,
or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee
or any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, including,
without limitation, any agreements, arrangements, plans, proposals or understandings that would be required to be disclosed pursuant
to Schedule 13D under the Exchange Act (regardless of whether the requirement to file a Schedule 13D is applicable), and any substantial
interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) of such person, in such nomination, including any anticipated
benefit therefrom to such person, (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at
the annual meeting or Special Meeting to nominate the persons named in its notice, (v) a representation whether the proposing stockholder
will engage in a solicitation (within the meaning of Rule 14a-1(l) under the Exchange Act) with respect to the nominee(s) and, if so,
the name of each participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in such solicitation, (vi) the name and address
of any other securityholder of the Corporation who owns, beneficially or of record, any securities of the Corporation and who supports
the director nominees the stockholder intends to propose, (vii) a certification to the Corporation, in writing, that the stockholder
has complied with, and will comply with, the requirements of Rule 14a-19 promulgated under the Exchange Act, if applicable (including
delivering a proxy statement and form of proxy to holders of shares representing at least 67% of the voting power of the stock entitled
to vote generally in the election of directors) (“Rule 14a-19 Certification”), and, thereafter, such stockholder or beneficial
owner shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting or any adjournment, rescheduling,
postponement or other delay thereof, reasonable evidence that such person has complied with such requirements, and (viii) any other information
concerning such person as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee
as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed, under
Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve as a director if elected.
At
the request of the Corporation, a stockholder, beneficial owner, if any, or director nominee must promptly, but in any event within five
(5) business days after such request, provide to the Corporation such other information that the Corporation may reasonably request,
including, with respect to any director nominee, one or more interviews with a proposed nominee at the request of the Board of Directors
or a committee of the Board of Directors. The Corporation may request such additional information as necessary to permit the Corporation
to determine the eligibility of a nominee to serve as a director of the Corporation, including information relevant to a determination
whether such person can be considered an independent director and any additional information required under Rule 14a-19 promulgated under
the Exchange Act.
A
stockholder providing notice of any nomination proposed to be made at an annual meeting or special meeting of stockholders shall further
update and supplement such notice in writing, if necessary, so that the information provided or required to be provided in such notice
is true and correct in all material respects as of (i) the record date for the meeting and (ii) the date that is five (5) business days
prior to the meeting and, in the event of any adjournment thereof, five (5) business days prior to such adjourned meeting. In the case
of an update and supplement pursuant to clause (i) of this paragraph, such update and supplement shall be 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 an update and supplement pursuant to clause (ii) of this paragraph, such update and supplement shall be received by the Secretary
at the principal executive offices of the corporation not later than two (2) business days prior to the date for the meeting, and, in
the event of any adjournment thereof, two (2) business days prior to such adjourned meeting. Notwithstanding the foregoing, if a stockholder
or beneficial owner no longer plans to solicit proxies in accordance with such person’s Rule 14a-19 Certification, such person
shall inform the Corporation of this change by delivering a writing to the Secretary at the principal executive offices of the Corporation
no later than two (2) business days after the occurrence of such change. For the avoidance of doubt, the obligation to update as set
forth in this paragraph shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder,
extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder
to amend or update any nomination or to submit any new nomination, including by changing or adding nominees proposed to be brought before
a meeting of the stockholders. If a stockholder providing written notice required by this Section fails to provide any written update
in accordance with this Section, the information as to which such written update relates may be deemed not to have been provided in accordance
with these By-laws.
If
any information or representation submitted pursuant to this Section is inaccurate or incomplete in any material respect, such information
or representation may be deemed not to have been provided in accordance with these By-laws. The stockholder giving notice shall notify
the Secretary in writing at the principal executive offices of the Corporation of any inaccuracy or change in any information or representation
submitted within two (2) business days after becoming aware of such inaccuracy or change. Upon written request of the Secretary on behalf
of the Board of Directors (or a duly authorized committee thereof), the stockholder shall provide, within seven (7) business days after
delivery of such request (or such longer period as may be specified in such request), (i) written verification, reasonably satisfactory
to the Board of Directors, any committee thereof, or any authorized officer of the Corporation, to demonstrate the accuracy of any information
submitted and (ii) a written affirmation of any information submitted as of an earlier date (including, if requested by the Corporation,
written confirmation by such stockholder that it continues to intend to bring such nomination before the meeting and, if applicable,
satisfy the requirements of Rule 14a-19(a)(3) promulgated under Regulation 14A of the Exchange Act). If the stockholder fails to provide
such written verification or affirmation within such period, the information or representation as to which written verification or affirmation
was requested may be deemed not to have been provided in accordance with these By-laws.
No
person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in
this Section 2.9. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures,
the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded. Notwithstanding
the foregoing provisions of this Section 2.9, if the stockholder (or a qualified representative of the stockholder) does not appear at
the meeting of stockholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that
proxies in respect of such nomination may have been received by the Corporation.
Without
limiting the other provisions and requirements of this Section, unless otherwise required by law, if any stockholder (i) provides notice
pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (ii) subsequently (A) fails to comply with the requirements of Rule
14a-19 promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that
such stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with this Section) or
(B) fails to inform the Corporation that such stockholder no longer plans to solicit proxies in accordance with the requirements of Rule
14a-19 promulgated under the Exchange Act by delivering a written notice to the Secretary at the principal executive offices of the Corporation
within two (2) business days after the occurrence of such change, then the nomination of each such proposed nominee shall be disregarded
(and such nominee disqualified from standing for election or reelection), notwithstanding that the nominee is included (as applicable)
as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any stockholder meeting (or any
supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received
by the Corporation (which proxies and votes shall be disregarded). Notwithstanding anything to the contrary set forth herein, and for
the avoidance of doubt, the nomination of any person whose name is included (as applicable) as a nominee in the Corporation’s proxy
statement, notice of meeting or other proxy materials for any stockholder meeting (or any supplement thereto) as a result of any notice
provided by any stockholder pursuant to Rule 14a-19 promulgated under the Exchange Act with respect to such proposed nominee and whose
nomination is not made by or at the direction of the Board of Directors or any authorized committee thereof shall not be deemed (for
purposes of this Section or otherwise) to have been made pursuant to the Corporation’s notice of meeting (or any supplement thereto),
and any such nominee may only be nominated by a stockholder pursuant to this Section.
In
addition to the provisions of this Section 2.9, a stockholder shall also comply with all of the applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set forth herein.
Article
III: DIRECTORS
Section
3.1 Number: The affairs, business and property of the Corporation shall be managed by a Board of Directors to consist of not less
than five directors. The number of directors may be determined either by the vote of a majority of the entire Board or by vote of the
stockholders. A director need not be a stockholder of the Corporation.
Section
3.2 How Elected: Except as otherwise provided by law or Section 4 of this Article, the directors of the Corporation, other than
the first Board of Directors elected by the Incorporator, shall be elected by the stockholders. Each director shall be elected to serve
until the next annual meeting of stockholders and until their successor shall have been duly elected and qualified, except in the event
of their death, resignation, removal or the earlier termination of their term of office.
Section
3.3 Removal: Any or all of the directors may be removed, with or without cause, by a majority vote of the stockholders. Any director
may be removed for cause by action of a majority of the Board of Directors.
Section
3.4 Vacancies: Vacancies in the Board of Directors occurring by death, resignation, creation of new directorships, failure of
the stockholders to elect the whole Board at any annual meeting of stockholders or for any other reason, including removal of directors
for or without cause, may be filled either by the affirmative vote of a majority of the remaining directors then in office, although
less than a quorum, at any special meeting called for that purpose or at any regular meeting of the Board, or by the stockholders.
Section
3.5 Regular Meetings: Regular meetings of the Board of Directors may be held at such time and place, or by means of remote communication,
as may be determined by resolution of the Board of Directors and no notice shall be required for any regular meeting. Except as otherwise
provided by law, any business may be transacted at any regular meeting.
Section
3.6 Special Meetings: Special meetings of the Board of Directors may, unless otherwise prescribed by law, be called from time
to time by the Executive Chairman, Chief Executive Officer or President, or the Chairman of the Board or any other officer of the Corporation
who is a member of the Board. The President or the Secretary shall call a special meeting of the Board upon written request directed
to either of them by a majority of the Board of Directors stating the time, place, means of remote communication, if any, by which members
of the Board of Directors may participate in such meeting, and purposes of such special meeting. Special meetings of the Board shall
be held on a date and at such time and at such place, or by means of remote communication, as may be designated in the notice thereof
by the officer calling the meeting.
Section
3.7 Notice of Special Meetings: Notice of the date, time and place of each special meeting of the Board of Directors shall be
given to each director at least forty-eight (48) hours prior to such meeting, unless the notice is given orally or delivered in person,
in which case it shall be given at least twenty-four (24) hours prior to such meeting. For the purpose of this section, notice will be
deemed to be duly given to a director if given to them orally (including by telephone) or if such notice be delivered to such director
in person or be mailed, telegraphed, cabled, telexed, photocopied or otherwise delivered by facsimile transmission, to their last known
address.
Section
3.8 Quorum: At any meeting of the Board of Directors, a majority of the entire Board shall constitute a quorum (except as provided
in Section 4 of this Article III), but less than a quorum may adjourn a meeting. Except as otherwise provided by law or in these By-laws
provided, any action taken by a majority of the directors present at a meeting of the Board of Directors at which a quorum is present
shall be the action of the Board of Directors.
Section
3.9 Action Without a Meeting: Unless otherwise restricted by the Certificate of Incorporation or by law, 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, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
Section
3.10 Remote Communication: Members of the Board of Directors or any committee of the Board of Directors may participate in a meeting
of such Board or committee by means of conference telephone or similar remote communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.
Section
3.11 Compensation of Directors and Members of Committees: The Board, or a designated committee of the Board, may from time to
time, in its discretion, fix the amounts, which shall be payable to members of the Board of Directors and to members of any committee,
for attendance at the meetings of the Board or of such committee and for services rendered to the Corporation.
Section
3.12 Reliance Upon Financial Statements: In discharging their duties, directors and officers, when acting in good faith, may rely
upon financial statements of the Corporation represented to them to be correct by the President or the officer of the Corporation having
charge of its books of accounts, or as stated in a written report by an independent public or certified public accountant or firm of
such accountants fairly to reflect the financial condition of the Corporation.
Article
IV: COMMITTEES
The
Board of Directors may, by resolution or resolutions passed by a majority of the entire Board, designate from among its members an executive
committee and other committees each to consist of one or more of the directors of the Corporation, each of which, to the extent provided
in said resolution or resolutions, or in these By-laws, shall have and may exercise, to the extent permitted by law, the powers of the
Board of Directors in the management of the business and affairs of the Corporation and may have powers to authorize the seal of the
Corporation to be affixed to all papers which may require it, and to declare dividends and to authorize the issuance of stock. Members
of such committees shall hold office for such period as may be prescribed by the vote of a majority of the entire Board of Directors,
subject, however, to removal at any time by the Board of Directors. Vacancies in membership of such committees shall be filled by the
Board of Directors. Committees may adopt their own rules of procedure and may meet at a stated time or on such notice as they may determine.
Each committee shall keep a record of its proceedings and report the same to the Board when required.
Article
V: OFFICERS
Section
5.1 Number and Designation: The Board of Directors may elect a Chairman of the Board, an Executive Chairman, a Chief Executive
Officer, one or more Presidents, one or more Executive Vice-Presidents, one or more Vice-Presidents, a Secretary and a Treasurer, Assistant
Secretaries, Assistant Treasurers, and such other officers, as it may deem necessary. Any two or more offices may be held by the same
person, except that no person shall simultaneously hold the offices of Executive Chairman, Chief Executive Officer and Secretary. The
salaries of executive officers and any other compensation paid to them shall be fixed from time to time by the Board of Directors. The
Board of Directors may at any meeting elect additional executive officers. Each officer shall hold office until the first meeting of
the Board of Directors following the next annual election of directors and until their successor shall have been duly elected and qualified,
except in the event of the earlier termination of their term of office through death, resignation, removal or otherwise. Any executive
officer may be removed by the Board at any time with or without cause. Any vacancy in an office may be filled for the unexpired portion
of the term of such office by the Board of Directors at any regular or special meeting.
Section
5.2 Chairman of the Board: The Executive Chairman shall serve as the Chairman of the Board and shall preside at all meetings of
stockholders and directors at which the Executive Chairman is present and shall have such other powers and perform such other duties
as may be assigned to him by the Board of Directors.
Section
5.3 Executive Chairman: The Executive Chairman shall be responsible for the supervision, direction, and control over the business,
except as specifically limited by appropriate resolution of the Board of Directors. The Executive Chairman shall preside at all meetings
of stockholders and directors at which they are present.
Section
5.4 Chief Executive Officer: The Chief Executive Officer shall, subject to the provisions of these By-laws and the control of
the Board of Directors, be responsible for the general management of the affairs of the Corporation, shall have the powers and duties
usually incident to the office of Chief Executive Officer, except those assumed by the Executive Chairman or specifically limited by
appropriate resolution of the Board of Directors, and shall have such other powers and perform such other duties as may be assigned to
it by the Board of Directors. In the absence of the Chairman or Executive Chairman, or if such offices are vacant, the Chief Executive
Officer shall preside at all meetings of stockholders and directors at which they are present.
Section
5.5 President: The President shall report to the Chief Executive Officer. The President shall have such powers and perform such
duties as from time to time may be assigned or delegated to the President by the Board of Directors or the Executive Chairman or that
are incident to the office of President.
Section
5.6 Executive Vice-Presidents: In the absence or inability to act of the President, or if the office of President is vacant, any
Executive Vice-President shall perform all the duties and may exercise all the powers of the President, subject to the right of the Board
of Directors to extend or confine such powers and duties or to assign them to others. Executive Vice-Presidents shall have such other
powers and shall perform such other duties as may be assigned to them by the Board of Directors or the Executive Chairman (or, if the
office of Executive Chairman is vacant, by the Chief Executive Officer or the President).
Section
5.7 Chief Financial Officer: The Chief Financial Officer shall be the principal financial officer of the Company, and shall have
such duties as the Board, by resolution, shall determine. In the absence or disability of the Chief Financial Officer, the Chairman of
the Board’s Audit Committee may designate a person to exercise the powers of such office.
Section
5.8 Treasurer: The Treasurer shall have general supervision over the care and custody of the money, bills, funds, securities and
other valuable effects of the Corporation and shall deposit the same or cause the same to be deposited in the name of the Corporation
in such depositories as the Board of Directors may designate, shall disburse the funds of the Corporation as may be ordered by the Board
of Directors, shall have supervision over the accounts of all receipts and disbursements of the Corporation, shall, whenever required
by the board, render or cause to be rendered financial statements or records of the Corporation, shall have the power and perform the
duties usually incident to the office of Treasurer, and shall have such other powers and perform such other duties as may be assigned
to them by the Board of Directors or the Executive Chairman (or, if the office of Executive Chairman is vacant, by the Chief Executive
Officer or the President).
Section
5.9 Secretary: The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors at which
they are present, shall have supervision over the giving and serving of notices of the Corporation, shall be the custodian of the corporate
records and of the corporate seal of the Corporation, shall exercise the powers and perform the duties usually incident to the office
of Secretary and shall exercise such other powers and perform such other duties as may be assigned to them by the Board of Directors
or the Executive Chairman (or, if the office of Executive Chairman is vacant, by the Chief Executive Officer or the President).
Section
5.10 Other Executive Officers: Officers other than those listed and described in Sections 2 through 8 of this Article V shall
exercise such powers and perform such duties as may be assigned to them by the Board of Directors or the Executive Chairman (or, if the
office of Executive Chairman is vacant, by the Chief Executive Officer or the President).
Section
5.11 Delegation of Duties of Executive Officers: The Board of Directors may delegate the duties and powers of any officer, agent
or employee of the Corporation to any other officer, agent, employee or director for a specified time during the absence of any such
person or for any other reason that the Board of Directors may deem sufficient.
Article
VI: INDEMNIFICATION
Section
6.1 Each person who is, has been, or shall hereafter be, a director, officer, employee or agent of the Corporation, or who is serving,
may have served, or shall serve at its request as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified by the Corporation to the fullest extent to which indemnification is permitted by the
Florida Business Corporation Act. The foregoing rights of indemnification shall inure to the benefit of the personal representatives
of such persons, and shall be in addition to any other rights to which any such persons may be entitled to at law or agreement or otherwise.
Section
6.2 The Company shall, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, indemnify
any person who is or was or has agreed to become a director or officer of the Company (hereinafter, a “director” or “officer”)
and who is or was made or threatened to be made a party to or is involved in any threatened, pending or completed action, suit, arbitration,
alternative dispute mechanism, inquiry, investigation, hearing or other proceeding (including any appeal therein), whether civil, criminal,
administrative, investigative, legislative or otherwise (hereinafter, a “proceeding”), including an action by or in the right
of the Company to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic
or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served
or has agreed to serve in any capacity at the request of the Company, by reason of the fact that he or she is or was or has agreed to
become a director or officer of the Company, or, while a director or officer of the Company, is or was serving or has agreed to serve
such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against (i) judgments,
fines, amounts paid or to be paid in settlement, taxes or penalties, and (ii) costs, charges and expenses, including attorneys fees (hereinafter,
“expenses”), incurred in connection with such proceeding, provided, however, that no indemnification shall be provided to
any such person if a judgment or other final adjudication adverse to the director or officer and from which there is no further right
to appeal establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and,
in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled. Notwithstanding the foregoing, except as provided in Paragraph E with respect
to a suit to enforce rights to indemnification or advancement of expenses under this Article VI, the Company shall be required to indemnify
a director or officer under this Paragraph A in connection with any suit (or part thereof) initiated by such person only if such suit
(or part thereof) was authorized by the Board of Directors.
Section
6.3 In addition to the right to indemnification conferred by Paragraph A, a director or officer of the Company shall, to the fullest
extent permitted by applicable law as the same exists or may hereafter be in effect, also have the right to be paid by the Company the
expenses incurred in defending any proceeding in advance of the final disposition of such proceeding upon delivery to the Company of
an undertaking by or on behalf of such person to repay any amounts so advanced if (i) such person is ultimately found, under the procedure
set forth in Paragraph C or by a court of competent jurisdiction, not to be entitled to indemnification under this Article VI or otherwise,
or (ii) where indemnification is granted, to the extent the expenses so advanced by the Company exceed the indemnification to which such
person is entitled.
Section
6.4 To receive indemnification under Paragraph A, a director or officer of the Company shall submit to the Company a written request,
which shall include documentation or information that is necessary to determine the entitlement of such person to indemnification and
that is reasonably available to such person. Upon receipt by the Company of a written request for indemnification, if required by the
Florida Business Corporation Law, a determination with respect to the request shall be made (i) by the Board of Directors, acting by
a quorum consisting of directors who are not parties to the proceeding upon a finding that the director or officer has met the applicable
standard of conduct set forth in the Florida Business Corporation Law, or (ii) if a quorum of such disinterested directors is not obtainable,
or even if obtainable, if a quorum of disinterested directors so directs, by the Board of Directors upon the opinion in writing of independent
legal counsel that indemnification is proper in the circumstances because the director or officer has met the applicable standard of
conduct set forth in the Florida Business Corporation Law or by the stockholders upon a finding that such person has met such standard
of conduct. The determination of entitlement to indemnification shall be made, and such indemnification shall be paid in full, within
90 days after a written request for indemnification has been received by the Company. Upon making a request for indemnification, a director
or officer shall be presumed to be entitled to indemnification and the burden of establishing that a director or officer is not entitled
to indemnification under this Article VI or otherwise shall be on the Company.
Section
6.5 To receive an advancement of expenses under Paragraph B, a director or officer shall submit to the Company a written request, which
shall reasonably evidence the expenses incurred by such person and shall include the undertaking required by Paragraph B. Expenses shall
be paid in full within 30 days after a written request for advancement has been received by the Company.
Section
6.6 If a claim for indemnification or advancement of expenses is not paid in full by the Company or on its behalf within the time frames
specified in Paragraph C or D, as applicable, a director or officer of the Company may at any time thereafter bring suit against the
Company in a court of competent jurisdiction 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 Company to recover an advancement of expenses pursuant to the terms of an undertaking, such person
shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by a director or officer of
the Company to enforce a right to indemnification or advancement of expenses under this Article VI, or brought by the Company to recover
an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that such person is not entitled to be indemnified,
or to such advancement of expenses, under this Article VI or otherwise shall be on the Company.
Section
6.7 Notwithstanding any other provision of this Article VI, to the fullest extent permitted by applicable law as the same exists or may
hereafter be in effect, a director or officer of the Company shall be entitled to indemnification against all expenses incurred by such
person or on such person’s behalf if such person appears as a witness or otherwise incurs legal expenses as a result of or related
to such person’s service (i) as a director or officer of the Company, or (ii) while a director or officer of the Company, at any
other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served
or has agreed to serve in any capacity at the request of the Company, in any threatened, pending or completed action, suit, arbitration,
alternative dispute mechanism, inquiry, investigation, hearing or other proceeding to which such person neither is, nor is threatened
to be made, a party.
Section
6.8 The Company may, to the extent authorized from time to time by the Board of Directors, or by a committee comprised of members of
the Board or members of management as the Board may designate for such purpose, provide indemnification to employees or agents of the
Company who are not officers or directors of the Company with such scope and effect as determined by the Board, or such committee.
Section
6.9 The Company may indemnify any person to whom the Company is permitted by applicable law to provide indemnification or the advancement
of expenses, whether pursuant to rights granted pursuant to, or provided by, the Florida Business Corporation Law or other rights created
by (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being
expressly intended that these By-laws authorize the creation of other rights in any such manner. The right to be indemnified and to the
advancement of expenses authorized by this Paragraph H shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation, By-laws, agreement, vote of stockholders or disinterested directors
or otherwise.
Section
6.10 The rights conferred by this Article VI shall be contract rights and shall vest at the time a person agrees to become a director
or officer of the Company. Such rights shall continue as to a person who has ceased to be a director or officer of the Company and shall
extend to the heirs and legal representatives of such person. Any repeal or modification of the provisions of this Article VI shall not
adversely affect any right or protection hereunder of any director or officer in respect of any act or omission occurring prior to the
time of such repeal or modification.
Section
6.11 If any provision of this Article VI is held to be invalid, illegal or unenforceable for any reason whatsoever (i) the validity,
legality and enforceability of the remaining provisions of this Article VI (including without limitation, all portions of any paragraphs
of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this
Article VI (including, without limitation, all portions of any paragraph of this Article VI containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal or unenforceable.
Section
6.12 This Article VI may be amended, modified or repealed either by action of the Board of Directors of the Company or by the vote of
the stockholders.
Article
VII: CERTIFICATES FOR SHARES
Section
7.1 Form and Issuance: The Board of Directors may authorize the issue of some or all of the shares of any or all of its classes
or series without certificates. Certificates for those shares of the capital stock of the Corporation that are represented by certificates
shall be in such forms meeting the requirements of law and approved by the Board of Directors. Each holder of shares represented by certificates
shall be entitled to have the certificate for such shares signed by the Executive Chairman of the Board, the Chief Executive Officer
or the President or an Executive Vice-President or a Vice-President, and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer. These signatures may be facsimiles if the certificate is countersigned by a transfer agent or registered by
a registrar other than the Corporation itself or its employees. After the issuance or transfer of uncertificated shares, the Corporation
shall deliver to the registered owner of those shares a written statement of the information required to be set forth or stated on certificates
pursuant to the Florida Business Corporation Act.
Section
7.2 Transfer: Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-laws. Transfers of
stock shall be made on the books of the Corporation only by the person named as the owner of the stock in the Corporation’s books
and records or by his, her or its attorney lawfully constituted in writing and, if such stock is represented by a stock certificate,
upon the surrender of the certificate therefor.
Section
7.3 Lost Stock Certificates: Any person claiming that a stock certificate has been lost, destroyed or stolen shall make an affidavit
or affirmation of that fact setting forth the circumstances in connection with such loss, destruction or theft and shall furnish to the
Corporation and to the transfer agents and registrars of the stock of the Corporation, if any, such indemnity as shall be satisfactory
to them and each of them, whereupon, upon authorization given to the appropriate officers or agents of the Corporation or the transfer
agent for such stock by the President of the Corporation or by any of such other officers of the Corporation, as the Board of Directors
may designate to give such authorization, a new certificate may be issued of the same tenor and for the same number of shares as the
one alleged to be lost, destroyed or stolen.
Section
7.4 Holders of Record: The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claims to or interest in such shares
on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.
Article
VIII: DIVIDENDS
Dividends
may be declared in conformity with law by, and at the discretion of, the Board of Directors at any regular or special meeting. Dividends
may be declared and paid in cash, shares or evidences of indebtedness of the Corporation, or any property of the Corporation, including
the shares or evidences of indebtedness of any other corporation.
Article
IX: CORPORATE SEAL
The
Board of Directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed, affixed, reproduced
or otherwise.
Article
X: FISCAL YEAR
The
fiscal year of the Corporation shall be such period of twelve (12) consecutive months as the Board of Directors may by resolution designate.
Article
XI: WAIVER OF NOTICE
Whenever
any notice is required to be given under the provisions of these By-laws, the Certificate of Incorporation or any of the laws of the
State of Florida, 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 thereto.
Article
XII: AMENDMENTS
Except
as otherwise provided by applicable law or the Corporation’s Articles of Incorporation, these By-laws may be amended, added to,
altered or repealed, or new by-laws may be adopted, by the affirmative vote of a majority of the Board of Directors or at any meeting
of stockholders of the Corporation by the affirmative vote of a simple majority of the holders of all the issued and outstanding shares
of the corporation entitled to vote thereon.
Exhibit 3.2
SECONDThird
amended and restated
BY-LAWS
OF
SKYX
Platforms Corp.
June
14March 21,
20222025
Article
I: OFFICES
The
Corporation shall have offices at such places both within and without the State of Florida as the Board of Directors may from time to
time determine or the business of the Corporation may require.
Article
II: STOCKHOLDERS
Section
2.1 Annual Meetings: Annual meetings of stockholders shall be held on a date and at a time at such place, within or without the
State of Florida, as the Board of Directors shall determine. The Board of Directors may, in its sole discretion, determine to hold an
annual meeting of stockholders solely by means of remote communication. At the annual meeting of stockholders, directors shall be elected
and there shall be transacted such other business as may properly come before said meeting.
Section
2.2 Special Meetings: Special meetings of stockholders, unless otherwise prescribed by law, may be called for any purpose or purposes
at any time by the order of the Chairman of the Board, or by the President or Secretary or an Assistant Secretary whenever requested
in writing to do so by stockholders owning not less than majority of all the outstanding shares of the Corporation entitled to vote for
directors as of the date of such request. Such request shall state the purpose or purposes of the proposed special meeting. Such meetings
shall be held at such place and on a date and at such time as may be designated in the notice thereof by the officer of the Corporation
calling any such meeting. The Board of Directors may, in its sole discretion, determine to hold a special meeting of stockholders solely
by means of remote communication.
Section
2.3 Notice of Meetings: Except as otherwise provided by law, notice of the date, time and place, if any, means of remote communication,
if any, and, in the case of special meetings, the purpose or purposes, of every meeting of stockholders shall be mailed at least ten
(10) days previous thereto to each stockholder of record entitled to such notice at the address of such person which appears on the books
of the Corporation or to such other address as any stockholder shall have furnished in writing to the Secretary of the Corporation for
such purpose.
Section
2.4 Quorum: Except as otherwise expressly provided by law or the Corporation’s Articles of Incorporation, the holders of
shares entitled to one-third of the votes at a meeting of stockholders shall constitute a quorum. Less than such quorum, however, shall
have the power to adjourn any meeting from time to time without notice. When a meeting is adjourned to another time or place, unless
these By-laws or applicable law otherwise requires, notice need not be given of the adjourned meeting if the new date, time, place, if
any, and the terms of participation by means of remote communication, if any, are announced at the meeting at which the adjournment is
taken.
Section
2.5 Proxies and Voting: At any meeting of stockholders, each stockholder entitled to vote
any shares on any matter to be voted upon at such meeting shall be entitled to one vote on such matter for each such share, and may exercise
such voting right either in person or by proxy. If a quorum is present, in all matters, other than the election of directors and except
as otherwise required by law, the Corporation’s Articles of Incorporation, or these By-laws, action is approved by a voting group
if the votes cast in favor of the action exceed the votes cast against the action. Except as otherwise required by law or the Corporation’s
Articles of Incorporation, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election
at a meeting of the shareholdersstockholders
at which a quorum is present. Any stockholder directly or indirectly soliciting proxies from other stockholders
must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.
Section
2.6 Fixing of Record Date: The Board of Directors may fix a day, not more than sixty (60) nor fewer than ten (10) days prior to
the day of holding any meeting of stockholders, as the day as of which stockholders entitled to notice of and to vote at such meeting
shall be determined, and only stockholders of record at the close of business on such day shall be entitled to notice of or to vote at
such meeting. The Board of Directors may fix a time not exceeding sixty (60) days preceding the date fixed for the payment of any dividend,
the making of any distribution, the allotment or exercise of any rights or the taking of any other action as a record time for the determination
of the stockholders entitled to receive any such dividend, distribution or allotment, or for the purpose of such other action.
Section
2.7 Action Without a Meeting: Unless otherwise provided in the certificate of incorporation or by law, any action required to
be taken at any annual or special meeting of stockholders or any action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having 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. Prompt notice of the undertaking
of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented
in writing.
Section
2.8 Nature of Business at Meetings of Stockholders: Only such business (other than nominations for election to the Board of Directors
and the election of directors, which must comply with the provisions of Section 2.9) may be transacted at an annual meeting of stockholders
as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board
of Directors (or any duly authorized committee thereof), or (c) otherwise properly brought before the annual meeting by any stockholder
of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.8 and on
the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting and (ii) who complies
with the notice procedures set forth in this Section 2.8. For the avoidance of doubt, the foregoing shall
be the exclusive means for a stockholder to bring business properly before an annual meeting of stockholders (other than matters properly
brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)).
In
addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of the Corporation.
To
be timely, a stockholder’s notice to the Secretary must be delivered to or be 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 anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not
within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not
later than the close of business on the later of the ninetieth (90th) day prior to such meeting or the tenth (10th) day following the
day on which such notice of the date of the annual meeting was mailed or such public disclosurePublic
Disclosure of the date of the annual meeting was made, whichever first occurs. In no event shall the adjournment or postponement
of an annual meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time
period) for the giving of a stockholder’s notice as described above. For purposes of these By-laws,
“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 Sections 13, 14 or 15(d) of the Exchange Act, or in
a notice pursuant to the applicable rules of an exchange on which the securities of the Corporation are listed.
To
be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each matter
such stockholder proposes to bring before the annual meeting, a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, and, the text, if any, of any
resolutions or By-law amendment proposed for adoption, a brief written statement of the reasons why such stockholder favors the proposal
and the reasons for considering the proposal at the meeting, the name and address of any other securityholder of the Corporation who
owns, beneficially or of record, any securities of the Corporation and who supports any business matter such stockholder intends to propose
to the extent known by the stockholder, and any other information relating to such proposal that would be required to be disclosed in
a proxy statement or other filings required to be made in connection with solicitations of proxies in support of the proposal pursuant
to Section 14(a) of the Exchange Act, including Regulation 14A; (b) as to the stockholder giving notice and the beneficial
owner, if any, on whose behalf the proposal is being made: (i) the name and address of such person, (ii) (A) the class or series and
number of all shares of stock of the Corporation which are, directly or indirectly, owned beneficially
or of record by such person and any affiliates or associates of such person, (as
such terms are defined in Rule 12b-2 promulgated under the Exchange Act), including any shares of any class or series of capital stock
of the Corporation as to which such stockholder, beneficial owner or owners or any of their affiliates or associates has a right to acquire
beneficial ownership at any time in the future, (B) the name of each nominee holder of shares of all stock of the Corporation
owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of
stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option,
warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates
or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction,
agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation)
has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing
being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such
person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates
of such person, with respect to stock of the Corporation; (iii) a representation whether the proposing stockholder
will engage in a solicitation (within the meaning of Rule 14a-1(l) under the Exchange Act) with respect to the proposal and, if so, the
name of each participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in such solicitation and whether such person intends
or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the outstanding
shares of the Corporation’s stock required to approve the proposal and/or otherwise to solicit proxies from stockholders in support
of the proposal; (iv) a description of all agreements, arrangements, plans, proposals, or
understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other
person or persons (including their names) in connection with the proposal of such business and any material
interest, including, without limitation, any agreements, arrangements, plans, proposals
or understandings that would be required to be disclosed pursuant to Schedule 13D under the Exchange Act (regardless of whether the requirement
to file a Schedule 13D is applicable), and any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange
Act) of such person or any affiliates or associates of such person, in such
business, including any anticipated benefit therefrom to such person, or any affiliates or associates
of such person,; (ivv)
a representation that the stockholder giving notice intends to appear in person or by proxy at the annual meeting to bring such business
before the meeting,; and (vvi)
any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to
be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person
before the annual meeting pursuant to Section 14 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. At
the request of the Corporation, the stockholder must promptly, but in any event within five (5) business days after such request, provide
to the Corporation such other information that the Corporation may reasonably request.
A
stockholder providing notice of business proposed to be brought before an annual meeting of stockholders shall further update and supplement
such notice in writing, if necessary, so that the information provided or required to be provided in such notice is true and correct
in all material respects as of (i) the record date for the meeting and (ii) the date that is five (5) business days prior to the meeting
and, in the event of any adjournment thereof, five (5) business days prior to such adjourned meeting. In the case of an update and supplement
pursuant to clause (i) of this paragraph, such update and supplement shall be 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 an update and supplement
pursuant to clause (ii) of this paragraph, such update and supplement shall be received by the Secretary at the principal executive offices
of the corporation not later than two (2) business days prior to the date for the meeting, and, in the event of any adjournment thereof,
two (2) business days prior to such adjourned meeting. For the avoidance of doubt, the obligation to update
as set forth in this paragraph shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided
by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted
notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business and/or
resolutions proposed to be brought before a meeting of the stockholders. If a stockholder providing written notice required by this Section
fails to provide any written update in accordance with this Section, the information as to which such written update relates may be deemed
not to have been provided in accordance with these By-laws.
If
any information or representation submitted pursuant to this Section 2.8 is inaccurate or incomplete in any material respect, such information
or representation may be deemed not to have been provided in accordance with these By-laws. The stockholder giving notice shall notify
the Secretary in writing at the principal executive offices of the Corporation of any inaccuracy or change in any information or representation
submitted within two (2) business days after becoming aware of such inaccuracy or change. Upon written request of the Secretary on behalf
of the Board of Directors (or a duly authorized committee thereof), the stockholder shall provide, within seven (7) business days after
delivery of such request (or such longer period as may be specified in such request), (i) written verification, reasonably satisfactory
to the Board of Directors, any committee thereof, or any authorized officer of the Corporation, to demonstrate the accuracy of any information
submitted and (ii) a written affirmation of any information submitted as of an earlier date (including, if requested by the Corporation,
written confirmation by such stockholder that it continues to intend to bring such business proposal before the meeting). If the stockholder
fails to provide such written verification or affirmation within such period, the information or representation as to which written verification
or affirmation was requested may be deemed not to have been provided in accordance with these By-laws.
No
business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with
the procedures set forth in this Section 2.8; provided, however, that, once business has been properly brought before the annual meeting
in accordance with such procedures, nothing in this Section 2.8 shall be deemed to preclude discussion by any stockholder of any such
business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance
with the foregoing procedures, or that the information provided in a stockholder’s notice does not
satisfy the information requirements of this Section 2.8, the chairman shall declare to the meeting that the business was
not properly brought before the meeting and such business shall not be transacted. Notwithstanding the foregoing
provisions of this Section 2.8, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting
of stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding
that proxies in respect of such matter may have been received by the Corporation.
Nothing
contained in this Section 2.8 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s
proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).
Section
2.9 Nomination of Directors: Only natural persons of at least eighteen (18) years of age who are nominated in accordance with
the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Articles
of Incorporation with respect to the right of holders of preferred stock, if any, of the Corporation to nominate and elect a specified
number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual
meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction
of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this Section 2.9 and on the record date for the determination of stockholders
entitled to notice of and to vote at such annual meeting or special meeting and (ii) who complies with the notice procedures set forth
in this Section 2.9. For the avoidance of doubt, the foregoing shall be the exclusive means for a stockholder
to bring director nominations before a meeting of stockholders (other than matters properly brought under Rule 14a-8 under the Exchange
Act). The number of director nominees a stockholder may include in the notice described in this Section or nominate for election at a
meeting of stockholders shall not exceed the number of directors to be elected at such meeting.
In
addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary
must be delivered to or be mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting,
not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within
thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later
than the close of business on the later of the ninetieth (90th) day prior to such meeting or the tenth (10th) day following the day on
which such notice of the date of the annual meeting was mailed or such public disclosurePublic
Disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the
day on which notice of the date of the special meeting was mailed or public disclosurePublic
Disclosure of the date of the special meeting was made, whichever first occurs. In no event shall the adjournment or postponement
of an annual meeting or a special meeting called for the purpose of electing directors, or the public announcement of such an adjournment
or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
To
be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each person
whom the stockholder proposes to nominate for election as a director: (i) the name, age, business address and residence address of such
person and that such person is a natural person of at least eighteen (18) years of age, (ii) the principal occupation or employment of
such person, (iii) (A) the class or series and number of all shares of stock of the Corporation which are directly
or indirectly, owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name
of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates
or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether
and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction
has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation
and (D) whether and the extent to which any other transaction, agreement, arrangement or,
plan, proposal, or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation)
has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing
being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such
person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates
of such person, with respect to stock of the Corporation, (iv) a written questionnaire with respect to the background and
qualification, qualifications, stock ownership, and independence of such person,
completed by such person in the form required by the Corporation (which form such noticing stockholder shall request in writing from
the Secretary prior to submitting notice and which the Secretary shall provide to such noticing stockholder within ten (10) days after
receiving such request), and (v) any other information concerning each such person as
would be required to be disclosed in a proxy statement soliciting proxies for the election of such person as a director in an election
contest (even if an election contest is not involved), or that is otherwise required to be disclosed, under Section 14(a) of the Exchange
Act and the rules and regulations promulgated thereunder, (vi) a written statement signed by the nominee
acknowledging that, as a director of the Corporation, the nominee will owe fiduciary duties with respect to the corporation and its stockholders,
(vii) a description of any business or personal interests that could place such nominee in a potential conflict of interest with the
Corporation, and (viii) a written representation and agreement, which shall be signed by the nominee and pursuant to which the nominee
shall represent and agree that the nominee (A) consents to serving as a director if elected and (if applicable) to being named in the
Corporation’s proxy statement and/or form of proxy as a nominee, and intends to serve as a director for the full term for which
such person is standing for election, (B) will promptly notify the Corporation of the nominee’s actual or potential unwillingness
or inability to serve as a director, (C) is not and will not become a party to any agreement, arrangement or understanding with, and
has not given any commitment or assurance to, any person or entity as to how the nominee, if elected as a director, will act or vote
on any issue or question that has not been disclosed to the Corporation, or that could limit or interfere with the nominee’s ability
to comply, if elected as a director, with such nominee’s fiduciary duties under applicable law, (D) 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 or nominee that has not
been disclosed to the Corporation, (E) does not need any permission or consent from any third party to serve as a director of the Corporation,
if elected, that has not been obtained, including any employer or other board or governing body on which such nominee serves, including
providing copies of any and all requisite permissions or consents, (F) if elected as a director, will comply with all of the Corporation’s
code of ethics, conflict of interest, related party, confidentiality and insider trading policies and guidelines, and any other Corporation
policies and guidelines applicable to directors (which will be provided to such nominee promptly following a request therefor), and (G)
all other information relating to such person that would be required to be disclosed in solicitations of proxies for election of such
nominees as directors, or is otherwise required, in each case, pursuant to Section 14(a) of the Exchange Act, including Regulation 14A
and Rule 14a-19 promulgated under the Exchange Act; and (b) as to the stockholder giving the notice, and the beneficial owner,
if any, on whose behalf the nomination is being made: (i) the name and record address of the stockholder giving the notice and the name
and principal place of business of such beneficial owner, (ii) (A) the class or series and number of all shares of stock of the Corporation
which are, directly or indirectly, owned beneficially or of record by such person and any of
their affiliates or associates of such person (as such terms are defined in Rule 12b-2 promulgated
under the Exchange Act), including any shares of any class or series of capital stock of the Corporation as to which such stockholder,
beneficial owner or owners or any of their affiliates or associates has a right to acquire beneficial ownership at any time in the future,
(B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates
or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (C) whether and
the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has
been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation
and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position
or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or
associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock
price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary
or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (iii)
a description of all agreements, arrangements, orplans,
proposals, or understandings (whether written or oral) between such person, or any affiliates or associates of such person,
and any proposed nominee or any other person or persons (including their names) pursuant to which the nomination(s) are being made by
such person, and any material interestincluding, without
limitation, any agreements, arrangements, plans, proposals or understandings that would be required to be disclosed pursuant to Schedule
13D under the Exchange Act (regardless of whether the requirement to file a Schedule 13D is applicable), and any substantial interest
(within the meaning of Item 5 of Schedule 14A under the Exchange Act) of such person, or
any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such
person, or any affiliates or associates of such person, (iv) a representation that the
stockholder giving notice intends to appear in person or by proxy at the annual meeting or Special Meeting to nominate the persons named
in its notice, and (v) a representation whether the proposing
stockholder will engage in a solicitation (within the meaning of Rule 14a-1(l) under the Exchange Act) with respect to the nominee(s)
and, if so, the name of each participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in such solicitation, (vi) the
name and address of any other securityholder of the Corporation who owns, beneficially or of record, any securities of the Corporation
and who supports the director nominees the stockholder intends to propose, (vii) a certification to the Corporation, in writing, that
the stockholder has complied with, and will comply with, the requirements of Rule 14a-19 promulgated under the Exchange Act, if applicable
(including delivering a proxy statement and form of proxy to holders of shares representing at least 67% of the voting power of the stock
entitled to vote generally in the election of directors) (“Rule 14a-19 Certification”), and, thereafter, such stockholder
or beneficial owner shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting or any adjournment,
rescheduling, postponement or other delay thereof, reasonable evidence that such person has complied with such requirements, and (viii)
any other information concerning such person as would be required to be disclosed in a proxy statement soliciting proxies for the election
of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to
be disclosed, under Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied
by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.
At
the request of the Corporation, a stockholder, beneficial owner, if any, or director nominee must promptly, but in any event within five
(5) business days after such request, provide to the Corporation such other information that the Corporation may reasonably request,
including, with respect to any director nominee, one or more interviews with a proposed nominee at the request of the Board of Directors
or a committee of the Board of Directors. The Corporation may request such additional information as necessary to permit the Corporation
to determine the eligibility of a nominee to serve as a director of the Corporation, including information relevant to a determination
whether such person can be considered an independent director and any additional information required under Rule 14a-19 promulgated under
the Exchange Act.
A
stockholder providing notice of any nomination proposed to be made at an annual meeting or special meeting of stockholders shall further
update and supplement such notice in writing, if necessary, so that the information provided or required to be provided in such notice
is true and correct in all material respects as of (i) the record date for the meeting and (ii) the date that is five (5) business days
prior to the meeting and, in the event of any adjournment thereof, five (5) business days prior to such adjourned meeting. In the case
of an update and supplement pursuant to clause (i) of this paragraph, such update and supplement shall be 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 an update and supplement pursuant to clause (ii) of this paragraph, such update and supplement shall be received by the Secretary
at the principal executive offices of the corporation not later than two (2) business days prior to the date for the meeting, and, in
the event of any adjournment thereof, two (2) business days prior to such adjourned meeting. Notwithstanding
the foregoing, if a stockholder or beneficial owner no longer plans to solicit proxies in accordance with such person’s Rule 14a-19
Certification, such person shall inform the Corporation of this change by delivering a writing to the Secretary at the principal executive
offices of the Corporation no later than two (2) business days after the occurrence of such change. For the avoidance of doubt, the obligation
to update as set forth in this paragraph shall not limit the Corporation’s rights with respect to any deficiencies in any notice
provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously
submitted notice hereunder to amend or update any nomination or to submit any new nomination, including by changing or adding nominees
proposed to be brought before a meeting of the stockholders. If a stockholder providing written notice required by this Section fails
to provide any written update in accordance with this Section, the information as to which such written update relates may be deemed
not to have been provided in accordance with these By-laws.
If
any information or representation submitted pursuant to this Section is inaccurate or incomplete in any material respect, such information
or representation may be deemed not to have been provided in accordance with these By-laws. The stockholder giving notice shall notify
the Secretary in writing at the principal executive offices of the Corporation of any inaccuracy or change in any information or representation
submitted within two (2) business days after becoming aware of such inaccuracy or change. Upon written request of the Secretary on behalf
of the Board of Directors (or a duly authorized committee thereof), the stockholder shall provide, within seven (7) business days after
delivery of such request (or such longer period as may be specified in such request), (i) written verification, reasonably satisfactory
to the Board of Directors, any committee thereof, or any authorized officer of the Corporation, to demonstrate the accuracy of any information
submitted and (ii) a written affirmation of any information submitted as of an earlier date (including, if requested by the Corporation,
written confirmation by such stockholder that it continues to intend to bring such nomination before the meeting and, if applicable,
satisfy the requirements of Rule 14a-19(a)(3) promulgated under Regulation 14A of the Exchange Act). If the stockholder fails to provide
such written verification or affirmation within such period, the information or representation as to which written verification or affirmation
was requested may be deemed not to have been provided in accordance with these By-laws.
No
person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in
this Section 2.9. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures,
the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded. Notwithstanding
the foregoing provisions of this Section 2.9, if the stockholder (or a qualified representative of the stockholder) does not appear at
the meeting of stockholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that
proxies in respect of such nomination may have been received by the Corporation.
Without
limiting the other provisions and requirements of this Section, unless otherwise required by law, if any stockholder (i) provides notice
pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (ii) subsequently (A) fails to comply with the requirements of Rule
14a-19 promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that
such stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with this Section) or
(B) fails to inform the Corporation that such stockholder no longer plans to solicit proxies in accordance with the requirements of Rule
14a-19 promulgated under the Exchange Act by delivering a written notice to the Secretary at the principal executive offices of the Corporation
within two (2) business days after the occurrence of such change, then the nomination of each such proposed nominee shall be disregarded
(and such nominee disqualified from standing for election or reelection), notwithstanding that the nominee is included (as applicable)
as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any stockholder meeting (or any
supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received
by the Corporation (which proxies and votes shall be disregarded). Notwithstanding anything to the contrary set forth herein, and for
the avoidance of doubt, the nomination of any person whose name is included (as applicable) as a nominee in the Corporation’s proxy
statement, notice of meeting or other proxy materials for any stockholder meeting (or any supplement thereto) as a result of any notice
provided by any stockholder pursuant to Rule 14a-19 promulgated under the Exchange Act with respect to such proposed nominee and whose
nomination is not made by or at the direction of the Board of Directors or any authorized committee thereof shall not be deemed (for
purposes of this Section or otherwise) to have been made pursuant to the Corporation’s notice of meeting (or any supplement thereto),
and any such nominee may only be nominated by a stockholder pursuant to this Section.
In
addition to the provisions of this Section 2.9, a stockholder shall also comply with all of the applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set forth herein.
Article
III: DIRECTORS
Section
3.1 Number: The affairs, business and property of the Corporation shall be managed by a Board of Directors to consist of not less
than five directors. The number of directors may be determined either by the vote of a majority of the entire Board or by vote of the
stockholders. A director need not be a stockholder of the Corporation.
Section
3.2 How Elected: Except as otherwise provided by law or Section 4 of this Article, the directors of the Corporation, other than
the first Board of Directors elected by the Incorporator, shall be elected by the stockholders. Each director shall be elected to serve
until the next annual meeting of stockholders and until their successor shall have been duly elected and qualified, except in the event
of their death, resignation, removal or the earlier termination of their term of office.
Section
3.3 Removal: Any or all of the directors may be removed, with or without cause, by a majority vote of the stockholders. Any director
may be removed for cause by action of a majority of the Board of Directors.
Section
3.4 Vacancies: Vacancies in the Board of Directors occurring by death, resignation, creation of new directorships, failure of
the stockholders to elect the whole Board at any annual meeting of stockholders or for any other reason, including removal of directors
for or without cause, may be filled either by the affirmative vote of a majority of the remaining directors then in office, although
less than a quorum, at any special meeting called for that purpose or at any regular meeting of the Board, or by the stockholders.
Section
3.5 Regular Meetings: Regular meetings of the Board of Directors may be held at such time and place, or by means of remote communication,
as may be determined by resolution of the Board of Directors and no notice shall be required for any regular meeting. Except as otherwise
provided by law, any business may be transacted at any regular meeting.
Section
3.6 Special Meetings: Special meetings of the Board of Directors may, unless otherwise prescribed by law, be called from time
to time by the Executive Chairman, Chief Executive Officer or President, or the Chairman of the Board or any other officer of the Corporation
who is a member of the Board. The President or the Secretary shall call a special meeting of the Board upon written request directed
to either of them by a majority of the Board of Directors stating the time, place, means of remote communication, if any, by which members
of the Board of Directors may participate in such meeting, and purposes of such special meeting. Special meetings of the Board shall
be held on a date and at such time and at such place, or by means of remote communication, as may be designated in the notice thereof
by the officer calling the meeting.
Section
3.7 Notice of Special Meetings: Notice of the date, time and place of each special meeting of the Board of Directors shall be
given to each director at least forty-eight (48) hours prior to such meeting, unless the notice is given orally or delivered in person,
in which case it shall be given at least twenty-four (24) hours prior to such meeting. For the purpose of this section, notice will be
deemed to be duly given to a director if given to them orally (including by telephone) or if such notice be delivered to such director
in person or be mailed, telegraphed, cabled, telexed, photocopied or otherwise delivered by facsimile transmission, to their last known
address.
Section
3.8 Quorum: At any meeting of the Board of Directors, a majority of the entire Board shall constitute a quorum (except as provided
in Section 4 of this Article III), but less than a quorum may adjourn a meeting. Except as otherwise provided by law or in these By-laws
provided, any action taken by a majority of the directors present at a meeting of the Board of Directors at which a quorum is present
shall be the action of the Board of Directors.
Section
3.9 Action Without a Meeting: Unless otherwise restricted by the Certificate of Incorporation or by law, 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, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
Section
3.10 Remote Communication: Members of the Board of Directors or any committee of the Board of Directors may participate in a meeting
of such Board or committee by means of conference telephone or similar remote communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.
Section
3.11 Compensation of Directors and Members of Committees: The Board, or a designated committee of the Board, may from time to
time, in its discretion, fix the amounts, which shall be payable to members of the Board of Directors and to members of any committee,
for attendance at the meetings of the Board or of such committee and for services rendered to the Corporation.
Section
3.12 Reliance Upon Financial Statements: In discharging their duties, directors and officers, when acting in good faith, may rely
upon financial statements of the Corporation represented to them to be correct by the President or the officer of the Corporation having
charge of its books of accounts, or as stated in a written report by an independent public or certified public accountant or firm of
such accountants fairly to reflect the financial condition of the Corporation.
Article
IV: COMMITTEES
The
Board of Directors may, by resolution or resolutions passed by a majority of the entire Board, designate from among its members an executive
committee and other committees each to consist of one or more of the directors of the Corporation, each of which, to the extent provided
in said resolution or resolutions, or in these By-laws, shall have and may exercise, to the extent permitted by law, the powers of the
Board of Directors in the management of the business and affairs of the Corporation and may have powers to authorize the seal of the
Corporation to be affixed to all papers which may require it, and to declare dividends and to authorize the issuance of stock. Members
of such committees shall hold office for such period as may be prescribed by the vote of a majority of the entire Board of Directors,
subject, however, to removal at any time by the Board of Directors. Vacancies in membership of such committees shall be filled by the
Board of Directors. Committees may adopt their own rules of procedure and may meet at a stated time or on such notice as they may determine.
Each committee shall keep a record of its proceedings and report the same to the Board when required.
Article
V: OFFICERS
Section
5.1 Number and Designation: The Board of Directors may elect a Chairman of the Board, an Executive Chairman, a Chief Executive
Officer, one or more Presidents, one or more Executive Vice-Presidents, one or more Vice-Presidents, a Secretary and a Treasurer, Assistant
Secretaries, Assistant Treasurers, and such other officers, as it may deem necessary. Any two or more offices may be held by the same
person, except that no person shall simultaneously hold the offices of Executive Chairman, Chief Executive Officer and Secretary. The
salaries of executive officers and any other compensation paid to them shall be fixed from time to time by the Board of Directors. The
Board of Directors may at any meeting elect additional executive officers. Each officer shall hold office until the first meeting of
the Board of Directors following the next annual election of directors and until their successor shall have been duly elected and qualified,
except in the event of the earlier termination of their term of office through death, resignation, removal or otherwise. Any executive
officer may be removed by the Board at any time with or without cause. Any vacancy in an office may be filled for the unexpired portion
of the term of such office by the Board of Directors at any regular or special meeting.
Section
5.2 Chairman of the Board: The Executive Chairman shall serve as the Chairman of the Board and shall preside at all meetings of
stockholders and directors at which the Executive Chairman is present and shall have such other powers and perform such other duties
as may be assigned to him by the Board of Directors.
Section
5.3 Executive Chairman: The Executive Chairman shall be responsible for the supervision, direction, and control over the business,
except as specifically limited by appropriate resolution of the Board of Directors. The Executive Chairman shall preside at all meetings
of stockholders and directors at which they are present.
Section
5.4 Chief Executive Officer: The Chief Executive Officer shall, subject to the provisions of these By-LawsBy-laws
and the control of the Board of Directors, be responsible for the general management of the affairs of the Corporation, shall
have the powers and duties usually incident to the office of Chief Executive Officer, except those assumed by the Executive Chairman
or specifically limited by appropriate resolution of the Board of Directors, and shall have such other powers and perform such other
duties as may be assigned to it by the Board of Directors. In the absence of the Chairman or Executive Chairman, or if such offices are
vacant, the Chief Executive Officer shall preside at all meetings of stockholders and directors at which they are present.
Section
5.5 President: The President shall report to the Chief Executive Officer. The President shall have such powers and perform such
duties as from time to time may be assigned or delegated to the President by the Board of Directors or the Executive Chairman or that
are incident to the office of President.
Section
5.6 Executive Vice-Presidents: In the absence or inability to act of the President, or if the office of President is vacant, any
Executive Vice-President shall perform all the duties and may exercise all the powers of the President, subject to the right of the Board
of Directors to extend or confine such powers and duties or to assign them to others. Executive Vice-Presidents shall have such other
powers and shall perform such other duties as may be assigned to them by the Board of Directors or the Executive Chairman (or, if the
office of Executive Chairman is vacant, by the Chief Executive Officer or the President).
Section
5.7 Chief Financial Officer: The Chief Financial Officer shall be the principal financial officer of the Company, and shall have
such duties as the Board, by resolution, shall determine. In the absence or disability of the Chief Financial Officer, the Chairman of
the Board’s Audit Committee may designate a person to exercise the powers of such office.
Section
5.8 Treasurer: The Treasurer shall have general supervision over the care and custody of the money, bills, funds, securities and
other valuable effects of the Corporation and shall deposit the same or cause the same to be deposited in the name of the Corporation
in such depositories as the Board of Directors may designate, shall disburse the funds of the Corporation as may be ordered by the Board
of Directors, shall have supervision over the accounts of all receipts and disbursements of the Corporation, shall, whenever required
by the board, render or cause to be rendered financial statements or records of the Corporation, shall have the power and perform the
duties usually incident to the office of Treasurer, and shall have such other powers and perform such other duties as may be assigned
to them by the Board of Directors or the Executive Chairman (or, if the office of Executive Chairman is vacant, by the Chief Executive
Officer or the President).
Section
5.9 Secretary: The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors at which
they are present, shall have supervision over the giving and serving of notices of the Corporation, shall be the custodian of the corporate
records and of the corporate seal of the Corporation, shall exercise the powers and perform the duties usually incident to the office
of Secretary and shall exercise such other powers and perform such other duties as may be assigned to them by the Board of Directors
or the Executive Chairman (or, if the office of Executive Chairman is vacant, by the Chief Executive Officer or the President).
Section
5.10 Other Executive Officers: Officers other than those listed and described in Sections 2 through 8 of this Article V shall
exercise such powers and perform such duties as may be assigned to them by the Board of Directors or the Executive Chairman (or, if the
office of Executive Chairman is vacant, by the Chief Executive Officer or the President).
Section
5.11 Delegation of Duties of Executive Officers: The Board of Directors may delegate the duties and powers of any officer, agent
or employee of the Corporation to any other officer, agent, employee or director for a specified time during the absence of any such
person or for any other reason that the Board of Directors may deem sufficient.
Article
VI: INDEMNIFICATION
Section
6.1 Each person who is, has been, or shall hereafter be, a director, officer, employee or agent of the Corporation, or who is serving,
may have served, or shall serve at its request as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified by the Corporation to the fullest extent to which indemnification is permitted by the
Florida Business Corporation Act. The foregoing rights of indemnification shall inure to the benefit of the personal representatives
of such persons, and shall be in addition to any other rights to which any such persons may be entitled to at law or agreement or otherwise.
Section
6.2 The Company shall, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, indemnify
any person who is or was or has agreed to become a director or officer of the Company (hereinafter, a “director” or “officer”)
and who is or was made or threatened to be made a party to or is involved in any threatened, pending or completed action, suit, arbitration,
alternative dispute mechanism, inquiry, investigation, hearing or other proceeding (including any appeal therein), whether civil, criminal,
administrative, investigative, legislative or otherwise (hereinafter, a “proceeding”), including an action by or in the right
of the Company to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic
or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served
or has agreed to serve in any capacity at the request of the Company, by reason of the fact that he or she is or was or has agreed to
become a director or officer of the Company, or, while a director or officer of the Company, is or was serving or has agreed to serve
such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against (i) judgments,
fines, amounts paid or to be paid in settlement, taxes or penalties, and (ii) costs, charges and expenses, including attorneys fees (hereinafter,
“expenses”), incurred in connection with such proceeding, provided, however, that no indemnification shall be provided to
any such person if a judgment or other final adjudication adverse to the director or officer and from which there is no further right
to appeal establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and,
in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled. Notwithstanding the foregoing, except as provided in Paragraph E with respect
to a suit to enforce rights to indemnification or advancement of expenses under this Article VI, the Company shall be required to indemnify
a director or officer under this Paragraph A in connection with any suit (or part thereof) initiated by such person only if such suit
(or part thereof) was authorized by the Board of Directors.
Section
6.3 In addition to the right to indemnification conferred by Paragraph A, a director or officer of the Company shall, to the fullest
extent permitted by applicable law as the same exists or may hereafter be in effect, also have the right to be paid by the Company the
expenses incurred in defending any proceeding in advance of the final disposition of such proceeding upon delivery to the Company of
an undertaking by or on behalf of such person to repay any amounts so advanced if (i) such person is ultimately found, under the procedure
set forth in Paragraph C or by a court of competent jurisdiction, not to be entitled to indemnification under this Article VI or otherwise,
or (ii) where indemnification is granted, to the extent the expenses so advanced by the Company exceed the indemnification to which such
person is entitled.
Section
6.4 To receive indemnification under Paragraph A, a director or officer of the Company shall submit to the Company a written request,
which shall include documentation or information that is necessary to determine the entitlement of such person to indemnification and
that is reasonably available to such person. Upon receipt by the Company of a written request for indemnification, if required by the
Florida Business Corporation Law, a determination with respect to the request shall be made (i) by the Board of Directors, acting by
a quorum consisting of directors who are not parties to the proceeding upon a finding that the director or officer has met the applicable
standard of conduct set forth in the Florida Business Corporation Law, or (ii) if a quorum of such disinterested directors is not obtainable,
or even if obtainable, if a quorum of disinterested directors so directs, by the Board of Directors upon the opinion in writing of independent
legal counsel that indemnification is proper in the circumstances because the director or officer has met the applicable standard of
conduct set forth in the Florida Business Corporation Law or by the shareholdersstockholders
upon a finding that such person has met such standard of conduct. The determination of entitlement to indemnification shall
be made, and such indemnification shall be paid in full, within 90 days after a written request for indemnification has been received
by the Company. Upon making a request for indemnification, a director or officer shall be presumed to be entitled to indemnification
and the burden of establishing that a director or officer is not entitled to indemnification under this Article VI or otherwise shall
be on the Company.
Section
6.5 To receive an advancement of expenses under Paragraph B, a director or officer shall submit to the Company a written request, which
shall reasonably evidence the expenses incurred by such person and shall include the undertaking required by Paragraph B. Expenses shall
be paid in full within 30 days after a written request for advancement has been received by the Company.
Section
6.6 If a claim for indemnification or advancement of expenses is not paid in full by the Company or on its behalf within the time frames
specified in Paragraph C or D, as applicable, a director or officer of the Company may at any time thereafter bring suit against the
Company in a court of competent jurisdiction 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 Company to recover an advancement of expenses pursuant to the terms of an undertaking, such person
shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by a director or officer of
the Company to enforce a right to indemnification or advancement of expenses under this Article VI, or brought by the Company to recover
an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that such person is not entitled to be indemnified,
or to such advancement of expenses, under this Article VI or otherwise shall be on the Company.
Section
6.7 Notwithstanding any other provision of this Article VI, to the fullest extent permitted by applicable law as the same exists or may
hereafter be in effect, a director or officer of the Company shall be entitled to indemnification against all expenses incurred by such
person or on such person’s behalf if such person appears as a witness or otherwise incurs legal expenses as a result of or related
to such person’s service (i) as a director or officer of the Company, or (ii) while a director or officer of the Company, at any
other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served
or has agreed to serve in any capacity at the request of the Company, in any threatened, pending or completed action, suit, arbitration,
alternative dispute mechanism, inquiry, investigation, hearing or other proceeding to which such person neither is, nor is threatened
to be made, a party.
Section
6.8 The Company may, to the extent authorized from time to time by the Board of Directors, or by a committee comprised of members of
the Board or members of management as the Board may designate for such purpose, provide indemnification to employees or agents of the
Company who are not officers or directors of the Company with such scope and effect as determined by the Board, or such committee.
Section
6.9 The Company may indemnify any person to whom the Company is permitted by applicable law to provide indemnification or the advancement
of expenses, whether pursuant to rights granted pursuant to, or provided by, the Florida Business Corporation Law or other rights created
by (i) a resolution of shareholdersstockholders,
(ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-LawsBy-laws
authorize the creation of other rights in any such manner. The right to be indemnified and to the advancement of expenses
authorized by this Paragraph H shall not be exclusive of any other right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-LawsBy-laws,
agreement, vote of shareholdersstockholders
or disinterested directors or otherwise.
Section
6.10 The rights conferred by this Article VI shall be contract rights and shall vest at the time a person agrees to become a director
or officer of the Company. Such rights shall continue as to a person who has ceased to be a director or officer of the Company and shall
extend to the heirs and legal representatives of such person. Any repeal or modification of the provisions of this Article VI shall not
adversely affect any right or protection hereunder of any director or officer in respect of any act or omission occurring prior to the
time of such repeal or modification.
Section
6.11 If any provision of this Article VI is held to be invalid, illegal or unenforceable for any reason whatsoever (i) the validity,
legality and enforceability of the remaining provisions of this Article VI (including without limitation, all portions of any paragraphs
of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this
Article VI (including, without limitation, all portions of any paragraph of this Article VI containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal or unenforceable.
Section
6.12 This Article VI may be amended, modified or repealed either by action of the Board of Directors of the Company or by the vote of
the shareholdersstockholders.
Article
VII: CERTIFICATES FOR SHARES
Section
7.1 Form and Issuance: The Board of Directors may authorize the issue of some or all of the shares of any or all of its classes
or series without certificates. Certificates for those shares of the capital stock of the Corporation that are represented by certificates
shall be in such forms meeting the requirements of law and approved by the Board of Directors. Each holder of shares represented by certificates
shall be entitled to have the certificate for such shares signed by the Executive Chairman of the Board, the Chief Executive Officer
or the President or an Executive Vice-President or a Vice-President, and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer. These signatures may be facsimiles if the certificate is countersigned by a transfer agent or registered by
a registrar other than the Corporation itself or its employees. After the issuance or transfer of uncertificated shares, the Corporation
shall deliver to the registered owner of those shares a written statement of the information required to be set forth or stated on certificates
pursuant to the Florida Business Corporation Act.
Section
7.2 Transfer: Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-laws. Transfers of
stock shall be made on the books of the Corporation only by the person named as the owner of the stock in the Corporation’s books
and records or by his, her or its attorney lawfully constituted in writing and, if such stock is represented by a stock certificate,
upon the surrender of the certificate therefor.
Section
7.3 Lost Stock Certificates: Any person claiming that a stock certificate has been lost, destroyed or stolen shall make an affidavit
or affirmation of that fact setting forth the circumstances in connection with such loss, destruction or theft and shall furnish to the
Corporation and to the transfer agents and registrars of the stock of the Corporation, if any, such indemnity as shall be satisfactory
to them and each of them, whereupon, upon authorization given to the appropriate officers or agents of the Corporation or the transfer
agent for such stock by the President of the Corporation or by any of such other officers of the Corporation, as the Board of Directors
may designate to give such authorization, a new certificate may be issued of the same tenor and for the same number of shares as the
one alleged to be lost, destroyed or stolen.
Section
7.4 Holders of Record: The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claims to or interest in such shares
on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.
Article
VIII: DIVIDENDS
Dividends
may be declared in conformity with law by, and at the discretion of, the Board of Directors at any regular or special meeting. Dividends
may be declared and paid in cash, shares or evidences of indebtedness of the Corporation, or any property of the Corporation, including
the shares or evidences of indebtedness of any other corporation.
Article
IX: CORPORATE SEAL
The
Board of Directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed, affixed, reproduced
or otherwise.
Article
X: FISCAL YEAR
The
fiscal year of the Corporation shall be such period of twelve (12) consecutive months as the Board of Directors may by resolution designate.
Article
XI: WAIVER OF NOTICE
Whenever
any notice is required to be given under the provisions of these By-laws, the Certificate of Incorporation or any of the laws of the
State of Florida, 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 thereto.
Article
XII: AMENDMENTS
Except
as otherwise provided by applicable law or the Corporation’s Articles of Incorporation, these By-laws may be amended, added to,
altered or repealed, or new by-laws may be adopted, by the affirmative vote of a majority of the Board of Directors or at any meeting
of stockholders of the Corporation by the affirmative vote of a simple majority of the holders of all the issued and outstanding shares
of the corporation entitled to vote thereon.
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-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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