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): December 19, 2023
SILO
PHARMA, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41512 |
|
27-3046338 |
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(I.R.S. Employer
Identification
No.) |
560
Sylvan Ave, Suite 3160
Englewood
Cliffs NJ 07632
(Address of principal executive offices, including ZIP code)
(718)
400-9031
(Registrant’s telephone number, including area code)
N/A
(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 exchange on which registered |
| Common Stock, par value
$0.0001 per share |
|
SILO |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. ☐
EXPLANATORY
NOTE
On
December 19, 2023 (the “Effective Time”), Silo Pharma, Inc., a Delaware corporation (“Silo-DE”)
changed its state of incorporation from the State of Delaware to the State of Nevada (the “Reincorporation”), following
the completion of the actions contemplated by the Plan of Conversion (the “Plan of Conversion”) dated December 19,
2023 of Silo-DE into Silo Pharma, Inc., a Nevada corporation (the “Company”) adopted by Silo-DE. Following the Reincorporation,
the Company became the successor issuer to Silo-DE. This Current Report on Form 8-K is being filed for the purpose of establishing
the Company as the successor issuer pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and to disclose certain related matters. Pursuant to Rule 12g-3(a) under the Exchange Act, shares of the Company’s
common stock, par value $0.0001 per share (“Common Stock”), as successor issuer, are deemed registered under Section 12(b)
of the Exchange Act.
Item 3.03
Material Modification to Rights of Security Holders.
On
December 19, 2023, Silo-DE changed its state of incorporation from the State of Delaware to the State of Nevada (the “Reincorporation”)
pursuant to a plan of conversion, dated December 19, 2023 (the “Plan of Conversion”). The Reincorporation was
accomplished by the filing of (i) articles of conversion (the “Nevada Articles of Conversion”) with the Secretary
of State of the State of Nevada; (ii) a certificate of conversion (the “Delaware Certificate of Conversion”)
and (iii) articles of incorporation (the “Nevada Articles of Incorporation”) with the Secretary of State of the State
of Delaware. Pursuant to the Plan of Conversion, Silo-DE also adopted new bylaws under Nevada corporate law (the “Nevada
Bylaws”).
The
Reincorporation was previously submitted to a vote of, and approved by, Silo-DE’s stockholders at its 2023 Annual Meeting of Stockholders
held on December 4, 2023 and reconvened on December 11, 2023 with respect to the Reincorporation. Upon the effectiveness of the
Reincorporation:
| ● | the
affairs of Silo-De ceased to be governed by the Delaware General Corporation Law, Silo DE’s existing Certificate of Incorporation
and its existing Bylaws, and the affairs of Silo-DE/the Company became subject to the Nevada Revised Statutes, the Nevada Articles
of Incorporation and the Nevada Bylaws; |
| ● | each
outstanding share of the Delaware corporation’s common stock converted into an outstanding share of the Nevada corporation’s
common stock; |
| ● | each
outstanding option to acquire shares of the Delaware corporation’s common stock converted into an equivalent option to acquire,
upon the same terms and conditions (including the vesting schedule and exercise price per share applicable to each such option), the
same number of shares of the Nevada corporation’s common stock; |
| ● | each
outstanding warrant or other right to acquire shares of the Delaware corporation’s common stock converted into an equivalent warrant
or other right to acquire, upon the same terms and conditions the same number of shares of the Nevada corporation’s common stock; |
| ● | each
employee benefit, stock option or other similar plan of the Delaware corporation continued to be an employee benefit, stock option or
other similar plan of the Nevada corporation; and |
| ● | each
director and officer of the Delaware corporation continued to hold his or her respective position with the Nevada corporation. |
Although
the Nevada Articles of Incorporation and the Nevada Bylaws are substantially similar to provisions from Silo-DE’s certificate of
incorporation and bylaws under Delaware corporate law, certain rights of Silo-DE’s stockholders are different as a result of the
Reincorporation, as described in Silo-DE’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities
and Exchange Commission on October 23, 2023, under the section entitled “Proposal No. 3 — Authorization to Reincorporate
the Company in the State of Nevada — Comparative Rights of Stockholders Before and After the Reincorporation,” which description
is incorporated herein by reference.
The
Reincorporation did not affect any of Silo-DE’s contracts with any third parties, and Silo-DE’s rights and obligations under
such contractual arrangements continue to be rights and obligations of Silo-DE after the Reincorporation. The Reincorporation did
not result in any change in business, jobs, management, location of any of the offices or facilities, number of employees, assets, liabilities
or net worth (other than as a result of the costs incident to the Reincorporation) of Silo-DE.
Silo-DE
will not be replacing nor will Silo-DE’s stockholders be required to exchange their stock certificates for new stock certificates
in connection with the Reincorporation.
The
common stock of the Company will continue to be listed on the Nasdaq Capital Market under the same “SILO” symbol.
The
foregoing descriptions of the Plan of Conversion, the Nevada Articles of Conversion, the Delaware Certificate of Conversion, the Nevada
Articles of Incorporation and the Nevada Bylaws do not purport to be complete and are qualified in their entirety by reference to the
full text of the Plan of Conversion, the Nevada Articles of Conversion, the Delaware Certificate of Conversion, the Nevada Articles of
Incorporation and the Nevada Bylaws, copies of which are filed as Exhibits 2.1, 3.1, 3.2, 3.3 and 3.4, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01
Other Events.
Successor
Issuer
In
connection with the Reincorporation and by operation of Rule 12g-3(a) promulgated under the Exchange Act, the Company is the
successor issuer to Silo-DE and has succeeded to the attributes of Silo-DE as the registrant. The Common Stock is deemed to be registered
under Section 12(b) of the Exchange Act, and the Company is subject to the informational requirements of the Exchange Act, and the
rules and regulations promulgated thereunder. The Company hereby reports this succession in accordance with Rule 12g-3(f) promulgated
under the Exchange Act.
Description
of the Company Common Stock
A
description of Company common stock has been filed herewith as Exhibit 4.1 and is incorporated by reference into this Item 8.01.
The description contained in Exhibit 4.1 is only a summary of the material terms of the Company’s Articles of Incorporation and
Bylaws, which have been filed with this report as Exhibits 3.3 and 3.4, respectively, and applicable law.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: December
20, 2023
| |
SILO PHARMA INC. |
| |
|
| |
/s/ Eric Weisblum |
| |
Eric Weisblum |
| |
Chief Executive Officer |
-5-
Exhibit 2.1
PLAN OF CONVERSION
OF
SILO PHARMA, INC.
A DELAWARE CORPORATION
INTO
SILO PHARMA, INC.,
A NEVADA CORPORATION
THIS PLAN OF CONVERSION, dated
as of December 19, 2023 (including all of the Exhibits attached hereto, this “Plan”), is hereby adopted by Silo Pharma,
Inc., a Nevada corporation, in order to set forth the terms, conditions and procedures governing the conversion of Silo Pharma, Inc. from
a Nevada corporation to a Delaware corporation pursuant to Section 266 of the General Corporation Law of the State of Delaware, as amended
(the “DGCL”), and Section 92A.195 of the Nevada Revised Statutes, as amended (the “NRS”).
RECITALS
WHEREAS, Silo Pharma, Inc.
is a corporation organized and existing under the laws of the State of Delaware (the “Converting Entity”);
WHEREAS, the Board of Directors
of the Converting Entity has determined that it would be advisable and in the best interests of the Converting Entity and its stockholders
for the Converting Entity to convert from a Delaware corporation to a Nevada corporation pursuant to Section 266 of the DGCL and Sections
92A.195 and 92A.250 of the NRS;
WHEREAS, the form, terms and
provisions of this Plan have been authorized, approved and adopted by the Board of Directors of the Converting Entity;
WHEREAS, the Board of Directors
of the Converting Entity has submitted this Plan to the stockholders of the Converting Entity for approval; and
WHEREAS, this terms and provisions
of this Plan has been authorized, approved and adopted by the holders of a majority of the voting power of the stockholders of the Converting
Entity.
NOW, THEREFORE, the Converting
Entity hereby adopts this Plan as follows:
PLAN OF CONVERSION
| 1. | Conversion; Effect of Conversion. |
| (a) | Upon the Effective Time (as defined in Section 3 below), the Converting Entity shall be converted from
a Delaware corporation to a Nevada corporation pursuant to Section 266 of the DGCL and Sections 92A.195 and 92A.250 of the NRS (the “Conversion”)
and the Converting Entity, as converted to a Nevada corporation (the “Converted Entity”), shall thereafter be subject
to all of the provisions of the NRS, the existence of the Converted Entity shall be deemed to have commenced on the date the Converting
Entity commenced its existence in the State of Delaware. |
| (b) | Upon the Effective Time, by virtue of the Conversion and without any further action on the part of the
Converting Entity or its stockholders, the Converted Entity shall, for all purposes of the laws of the State of Delaware, be deemed to
be the same entity as the Converting Entity existing immediately prior to the Effective Time. Upon the Effective Time, by virtue of the
Conversion and without any further action on the part of the Converting Entity or its stockholders, for all purposes of the laws of the
State of Nevada, all of the rights, privileges and powers of the Converting Entity existing immediately prior to the Effective Time, and
all property, real, personal and mixed, and all debts due to the Converting Entity existing immediately prior to the Effective Time, as
well as all other things and causes of action belonging to the Converting Entity existing immediately prior to the Effective Time, shall
remain vested in the Converted Entity and shall be the property of the Converted Entity and the title to any real property vested by deed
or otherwise in the Converting Entity existing immediately prior to the Effective Time shall not revert or be in any way impaired by reason
of the Conversion; but all rights of creditors and all liens upon any property of the Converting Entity existing immediately prior to
the Effective Time shall be preserved unimpaired, and all debts, liabilities and duties of the Converting Entity existing immediately
prior to the Effective Time shall remain attached to the Converted Entity upon the Effective Time, and may be enforced against the Converted
Entity to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by the Converted Entity
in its capacity as a corporation of the State of Delaware. The rights, privileges, powers and interests in property of the Converting
Entity existing immediately prior to the Effective Time, as well as the debts, liabilities and duties of the Converting Entity existing
immediately prior to the Effective Time, shall not be deemed, as a consequence of the Conversion, to have been transferred to the Converted
Entity upon the Effective Time for any purpose of the laws of the State of Nevada. |
| (c) | The Conversion shall not be deemed to affect any obligations or liabilities of the Converting Entity incurred
prior to the Conversion or the personal liability of any person incurred prior to the Conversion. |
| (d) | Upon the Effective Time, the name of the Converted Entity shall remain unchanged and continue to be “Silo
Pharma, Inc.” |
| (e) | The Converting Entity intends for the Conversion to constitute a tax-free reorganization qualifying under
Section 368(a) of the Internal Revenue Code of 1986, as amended. |
| 2. | Filings. As promptly as practicable following the adoption of this Plan by the Board of Directors
and the stockholders of the Converting Entity, the Converting Entity shall cause the Conversion to be effective by: |
| (a) | executing and filing (or causing the execution and filing of) Articles of Conversion pursuant to Section
92A.205 of the NRS, substantially in the form of Exhibit A hereto (the “Nevada Articles of Conversion”), with
the Secretary of State of the State of Nevada; |
| (b) | executing and filing (or causing the execution and filing of) a Certificate of Conversion pursuant to
Sections 103 and 266 of the DGCL, substantially in the form of Exhibit B hereto (the “Delaware Certificate of Conversion”),
with the Secretary of State of the State of Delaware; and |
| (c) | executing and filing (or causing the execution and filing of) Articles of Incorporation of the Converted
Entity, substantially in the form of Exhibit C hereto (the “Nevada Articles of Incorporation”), with the Secretary
of State of the State of Nevada. |
| 3. | Effective Time. The Conversion shall become effective upon the last to occur of the filing of the
Nevada Articles of Conversion, the Delaware Certificate of Conversion and the Nevada Articles of Incorporation (the time of the effectiveness
of the Conversion, the “Effective Time”). |
| (a) | Effect on Common Stock. Upon the Effective Time, by virtue of the Conversion and without any further
action on the part of the Converting Entity or its stockholders, each share of Common Stock, $0.0001 par value per share, of the Converting
Entity (“Converting Entity Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall
convert into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, of the Converted Entity
(“Converted Entity Common Stock”). |
| (b) | Effect on Outstanding Stock Options. Upon the Effective Time, by virtue of the Conversion and without
any further action on the part of the Converting Entity or its stockholders, each option to acquire shares of Converting Entity Common
Stock outstanding immediately prior to the Effective Time shall convert into an equivalent option to acquire, upon the same terms and
conditions (including the vesting schedule and exercise price per share applicable to each such option) as were in effect immediately
prior to the Effective Time, the same number of shares of Converted Entity Common Stock. |
| (c) | Effect on Outstanding Warrants or Other Rights. Upon the Effective Time, by virtue of the Conversion
and without any further action on the part of the Converting Entity or its stockholders, each warrant or other right to acquire shares
of Converting Entity Common Stock outstanding immediately prior to the Effective Time shall convert into an equivalent warrant or other
right to acquire, upon the same terms and conditions (including the vesting schedule and exercise price per share applicable to each such
warrant or other right) as were in effect immediately prior to the Effective Time, the same number of shares of Converted Entity Common
Stock. |
| (d) | Effect on Stock Certificates. All of the outstanding certificates representing shares of Converting
Entity Common Stock immediately prior to the Effective Time shall be deemed for all purposes to continue to evidence ownership of and
to represent the same number of shares of Converted Entity Common Stock. |
| (e) | Effect on Employee Benefit, Equity Incentive or Other Similar Plans. Upon the Effective Time, by
virtue of the Conversion and without any further action on the part of the Converting Entity or its stockholders, each employee benefit
plan, equity incentive plan or other similar plan to which the Converting Entity is a party shall continue to be a plan of the Converted
Entity. To the extent that any such plan provides for the issuance of Converting Entity Common Stock, upon the Effective Time, such plan
shall be deemed to provide for the issuance of Converted Entity Common Stock. |
| (f) | Effect of Conversion on Directors and Officers. Upon the Effective Time, by virtue of the Conversion
and without any further action on the part of the Converting Entity or its stockholders, the members of the Board of Directors and the
officers of the Converting Entity holding their respective offices in the Converting Entity existing immediately prior to the Effective
Time shall continue in their respective offices as members of the Board of Directors and officers, respectively, of the Converted Entity. |
| 5. | Further Assurances. If, at any time after the Effective Time, the Converted Entity shall determine
or be advised that any deeds, bills of sale, assignments, agreements, documents or assurances or any other acts or things are necessary,
desirable or proper, consistent with the terms of this Plan, (a) to vest, perfect or confirm, of record or otherwise, in the Converted
Entity its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties
or assets of the Converting Entity existing immediately prior to the Effective Time, or (b) to otherwise carry out the purposes of this
Plan, the Converted Entity and its officers and directors (or their designees), are hereby authorized to solicit in the name of the Converted
Entity any third-party consents or other documents required to be delivered by any third party, to execute and deliver, in the name and
on behalf of the Converted Entity, all such deeds, bills of sale, assignments, agreements, documents and assurances and do, in the name
and on behalf of the Converted Entity, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right,
title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of the
Converting Entity existing immediately prior to the Effective Time and otherwise to carry out the purposes of this Plan. |
| 6. | Nevada Bylaws. Upon the Effective Time, the bylaws of the Converted Entity shall be the Bylaws
of Silo Pharma, Inc., substantially in the form of Exhibit D hereto. |
| 7. | Copy of Plan of Conversion. After the Conversion, a copy of this Plan will be kept on file at the
offices of the Converted Entity, and any stockholder of the Converted Entity (or former stockholder of the Converting Entity) may request
a copy of this Plan at no charge at any time. |
| 8. | Termination. At any time prior to the Effective Time, this Plan may be terminated, and the transactions
contemplated hereby may be abandoned by action of the Board of Directors of the Converting Entity if, in the opinion of the Board of Directors
of the Converting Entity, such action would be in the best interests of the Converting Entity and its stockholders. In the event of termination
of this Plan, this Plan shall become void and of no further force or effect |
| 9. | Third-Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person other
than as expressly provided herein. |
| 10. | Severability. Whenever possible, each provision of this Plan will be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this Plan is held to be prohibited by or invalid under applicable
law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this
Plan. |
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned
hereby causes this Plan to be duly executed as of the date hereof.
| |
SILO PHARMA, INC. |
| |
a Delaware corporation |
| |
|
|
| |
By: |
/s/ Eric Weisblum |
| |
|
Eric Weisblum |
| |
Its: |
Chief Executive Officer |
Exhibit 3.1
Exhibit 3.2
Exhibit 3.3
Exhibit 3.4
BYLAWS
OF
SILO PHARMA, INC.
(hereinafter called the “Corporation”)
ARTICLE I
OFFICES
Section 1.1 Registered
Office. The registered office of the corporation shall be established and maintained at the office of SPI Agent Solutions, Inc., at
4625 W. Nevso Drive, Suites 2, in the City of Las Vegas, County of Clark, in the State of Nevada. SPI Agent Solutions, Inc. shall
be the registered agent of the corporation in charge thereof. The registered office and registered agent may be changed from time to time
by action of the board of directors of the Corporation (the “Board of Directors”) and the appropriate filing by the corporation
in the office of the Secretary of State of the State of Nevada.
Section 1.02. Principal
Office. The principal office for the transaction of the business of the Corporation shall be at 560 Sylvan Ave, Suite 3160, Englewood
Cliffs, NJ 07632. The Board of Directors is hereby granted full power and authority to change said principal office from one location
to another.
Section 1.3 Other
Offices. The Corporation may also have offices at such other places, both within and without the State of Nevada, as the Board of
Directors may from time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.1 Annual
Meetings. The Annual Meeting of stockholders of the Corporation for purposes of the Nevada Revised Statutes (“NRS”) 78.330
shall be held on such date and at such time and such place as shall be designated from time to time by the Board of Directors in the notice
of meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead
be held solely by means of electronic communication pursuant to Section 9.2(a). The election of directors and any other
proper business may be transacted at the Annual Meeting of stockholders.
Section 2.2 Special
Meetings. Except as otherwise required by law, Special Meetings of the stockholders of the Corporation may be called only in accordance
with the provisions of the Corporation’s Articles of Incorporation.
Section 2.3 Place
of Meetings. The president, the Board of Directors, or a committee of the Board of Directors, as the case may be, may designate the
time and place, either within or without the State of Nevada, for any Annual Meeting or for any Special Meeting of the stockholders called
by the president, the Board of Directors, or a committee of the Board of Directors. The Board of
Directors may, in its sole discretion, determine that any meeting of the stockholders shall be held by means of electronic communications
or other available technology in accordance with Section 2.17.
Section 2.4 Notice.
Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which
shall state the place, date and hour of the meeting, the means of electronic communication, if any,
by which stockholders or proxies may be deemed to be present in the meeting and vote, and,
in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, written notice
of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder
entitled to notice of and to vote at such meeting, and shall be delivered in accordance with NRS 78.370.
Section 2.5 Adjournments.
Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be
given of any such adjourned meeting if the date, time and place thereof, and the means of electronic communication, if any, are announced
at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than sixty (60) days, or if after the adjournment a new record
date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Section 2.4 hereof
shall be given to each stockholder of record (including the new record date) entitled to notice of and to vote at the meeting.
Section 2.6 Quorum.
Unless otherwise required by applicable law or the Articles of Incorporation, the holders of one-third of the Corporation’s capital
stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough
votes to leave less than a quorum. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the
manner provided in Section 2.5 hereof, until a quorum shall be present or represented.
Section 2.7 Voting.
(a) Unless otherwise required
by law, the Articles of Incorporation or these Bylaws, any question brought before any meeting of the stockholders, other than the election
of directors, shall be decided by the vote of the holders of a majority of the votes cast on a matter at the meeting at which a quorum
is present. Directors shall be elected by a plurality of the votes cast at the election. Broker non-votes and abstentions are considered
for purposes of establishing a quorum but not considered as votes cast for or against a proposal or director nominee.
(b) Unless otherwise provided
in the Articles of Incorporation, and subject to Section 2.11(a), each stockholder represented at a meeting of the stockholders shall
be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes
may be cast in person or by proxy as provided in Section 2.8. The Board of Directors, in its discretion, or the officer of the Corporation
presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall
be cast by written ballot.
(c) At any stockholders meeting,
every stockholder entitled to vote may vote in person or by proxy. If authorized by the Board of Directors, the voting by stockholders
or proxy holders at any meeting conducted by electronic communication may be effected by a ballot submitted by electronic transmission,
provided that any such electronic transmission must either set forth or be submitted with information from which the Corporation can determine
that the electronic transmission was authorized by the stockholder or proxy holder. The Board of Directors, in its discretion, or the
chairman of the meeting of stockholders, in such person’s discretion, may require that any votes cast at such meeting shall be cast
by written ballot.
Section 2.8 Proxies.
Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporate action in writing without
a meeting may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after six
(6) months from its date of creation, unless such proxy provides for a longer period, which may not exceed seven (7) years from the date
of its creation. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder
as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:
(i) A stockholder
may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the
stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s
signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.
(ii) A stockholder
may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic
transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or
like agent duly authorized by the person who will be the holder of the proxy to receive the transmission, provided that any such electronic
transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission
was authorized by the stockholder. If it is determined that such electronic transmission is valid, the inspectors or, if there are no
inspectors, such other persons making that determination shall specify the information on which they relied.
Any copy, facsimile or other electronic telecommunication
or other reliable reproduction of the writing or electronic transmission authorizing another person or persons to act as proxy for a stockholder
may be substituted or used in lieu of the original writing or electronic transmission for any and all purposes for which the original
writing or electronic transmission could be used; provided, however, that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original writing or electronic transmission .
Section 2.9 Consent
of Stockholders in Lieu of Meeting. Any action required or permitted to be taken by the stockholders may be effected only in accordance
with the provisions of the Articles of Incorporation.
Section 2.10 List
of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten (10) days but not more than sixty (60) days, before every meeting of the stockholders, a complete list
of the stockholders of record entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder
of record and the number of shares registered in the name of each stockholder of record. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior
to the meeting (i) either (A) at a place within the city where the meeting is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where the meeting is to be held or (B) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary
business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available
on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders
of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder who is present. Except as otherwise required by law, such
list shall be the only evidence as to who are the stockholders entitled to vote at any meeting of the stockholders. If a meeting
of stockholders is to be held solely by means of electronic communication as permitted by Section 9.2(a), the list shall be open
to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of meeting. In the event that more than one group of shares is entitled
to vote as a separate voting group at the meeting, there shall be a separate listing of the stockholders of each group.
Section 2.11 Record
Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day
before the day on which the first notice is given, or, if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders
shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date
for the adjourned meeting.
Section 2.12 Stock
Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 2.10 or the books of the Corporation, or to vote in person or by proxy at any meeting of the
stockholders.
Section 2.13 Conduct
of Meetings. Meetings of stockholders shall be presided over by the chairman of the Board of
Directors (the “Chairman”), or, in the absence of the Chairman, by the vice chairman of the Board of Directors, if any, or
if there be no vice chairman or in the absence of the vice chairman, by the chief executive officer, if any, or if there be no chief executive
officer or in the absence of the chief executive officer, by the president, or, in the absence of the president, or, in the absence of
any of the foregoing persons, by a chairman designated by the Board of Directors, or by a chairman chosen at the meeting by the stockholders
entitled to cast a majority of the votes which all stockholders present in person or by proxy are entitled to cast. The individual acting
as chairman of the meeting may delegate any or all of his or her authority and responsibilities as such to any director or officer of
the Corporation present in person at the meeting. The secretary, or in the absence of the secretary an assistant secretary, shall act
as secretary of the meeting, but in the absence of the secretary and any assistant secretary the chairman of the meeting may appoint any
person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting.
The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such
acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, (i) the establishment
of procedures for the maintenance of order and safety, (ii) the establishment of an agenda or order of business for the meeting,
(iii) limitation on participation in the meeting to stockholders of record of the Corporation, their
duly authorized and constituted proxies and such other persons as the chairman of the meeting shall permit, (iv) limitation on the
time allotted for consideration of each agenda item and for questions or comments by meeting participants, (v) restrictions on entry
to such meeting after the time prescribed for the commencement thereof, and (vi) the opening and closing of the voting polls. The
Board of Directors, in its discretion, or the chairman of the meeting, in his or her discretion, may require that any votes cast at such
meeting shall be cast by written ballot.
Section 2.14 Inspectors
of Election. In advance of any meeting of the stockholders, the Board of Directors, by resolution, the Chairman or the president shall
appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated as
alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the stockholders,
the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by applicable law, inspectors
may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of the duties of inspector,
shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of such inspector’s
ability. The inspector or inspectors may (i) ascertain the number of shares outstanding and the voting power of each; (ii) determine
the number of shares represented at a meeting and the validity of proxies or ballots; (iii) count all votes and ballots; (iv) determine
any challenges made to any determination made by the inspector(s); and (v) certify the determination of the number of shares represented
at the meeting and the count of all votes and ballots.
Section 2.15 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 2.16) 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 2.15
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 2.15.
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 and 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 twenty-five (25) 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 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.
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 (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 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 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, 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 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, (iv) 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 (v) 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.
A stockholder providing
notice of business proposed to be brought before an Annual Meeting shall further update and supplement such notice, if necessary, so that
the information provided or required to be provided in such notice pursuant to this Section 2.15 shall be true and correct as of
the record date for determining the stockholders entitled to receive notice of the Annual Meeting and such update and supplement shall
be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business
days after the record date for determining the stockholders entitled to receive notice of the Annual Meeting.
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 2.15; provided, however, that, once business has been properly brought before the Annual Meeting in accordance
with such procedures, nothing in this Section 2.15 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, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such
business shall not be transacted.
Nothing contained in this
Section 2.15 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 2.16 Nomination
of Directors. Only natural persons of at least 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 2.16 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 2.16.
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 and 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 twenty-five (25) 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 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 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 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 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; and (iv) any other information relating to such person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14
of the Exchange Act, and the rules and regulations promulgated thereunder; 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 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 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, 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 interest 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) any other information relating to such person that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14
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.
A stockholder providing
notice of any nomination proposed to be made at an Annual Meeting or Special Meeting shall further update and supplement such notice,
if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.16 shall be true
and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting or Special Meeting,
and such update and supplement shall be delivered to or be mailed and received by the secretary at the principal executive offices of
the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive
notice of such Annual Meeting or Special Meeting.
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 2.16.
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.
Section 2.17 Meetings
Through Electronic Communications. If authorized by the Board of Directors, in its sole discretion, and subject to such guidelines
and procedures as the Board of Directors may adopt, stockholders entitled to vote at such meeting and proxy holders not physically present
at a meeting of stockholders may, by means of electronic communication:
(i) participate in a
meeting of stockholders; and
(ii) be deemed present
in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of electronic
communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and
permitted to vote at the meeting by means of electronic communication is a stockholder or proxy holder and (B) the Corporation shall
implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and,
if entitled to vote, to vote on matters submitted to the applicable stockholders, including an opportunity to read or hear the proceedings
of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other
action at the meeting by means of electronic communication, a record of such votes or other action shall be maintained by the Corporation.
Participation in a meeting pursuant to this Section 2.17 constitutes presence in person at
the meeting.
ARTICLE III
DIRECTORS
Section 3.1 Number,
Election and Term of Directors. The Board of Directors shall consist of not less than one (1) nor more than fifteen (15) members,
the exact number of which shall be fixed from time to time by the Board of Directors. No decrease in the number of authorized directors
constituting the Board of Directors of the Corporation shall shorten the term of any incumbent director. Except as provided in Section 3.2,
directors shall be elected by a plurality of the votes cast at each Annual Meeting of stockholders and each director so elected shall
hold office until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation
or removal in the manner hereinafter provided or as set forth in the Articles of Incorporation. Directors must be natural persons of at
least 18 years of age but need not be stockholders of the Corporation or residents of the State of Nevada.
Section 3.2 Vacancies.
Except as otherwise required by law, vacancies on the Board and newly created directorships will be filled in accordance with the Articles
of Incorporation.
Section 3.3 Duties
and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which
may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws required to be exercised or done by the stockholders.
Section 3.4 Meetings.
The Board of Directors and any committee thereof may hold meetings, both regular and special, either within or without the State of Nevada.
Regular meetings of the Board of Directors or any committee thereof may be held without notice at such date and time and at such place
as may from time to time be determined by the Board of Directors or such committee, respectively. Special meetings of the Board of Directors
may be called by the Chairman, if any, or the president. Special meetings of any committee of the Board of Directors may be called by
the chairman of such committee, if any, the president, or any director serving on such committee. Notice thereof stating the place, date
and hour of the meeting shall be given to each director (or, in the case of a committee, to each member of such committee) either by mail
not less than seventy-two (72) hours before the date of the meeting, by telephone or electronic mail on twenty-four (24) hours’
notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.
Section 3.5 Organization.
At each meeting of the Board of Directors or any committee thereof, the Chairman of the Board of Directors or the chairman of such committee,
as the case may be, or, in his or her absence or if there be none, a director chosen by a majority of the directors present, shall act
as chairman. Except as provided below, the secretary of the Corporation shall act as secretary at each meeting of the Board of Directors
and of each committee thereof. In case the secretary shall be absent from any meeting of the Board of Directors or of any committee thereof,
an assistant secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the secretary
and all the assistant secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting. Notwithstanding
the foregoing, the members of each committee of the Board of Directors may appoint any person to act as secretary of any meeting of such
committee and the secretary or any assistant secretary of the Corporation may, but need not if such committee so elects, serve in such
capacity.
Section 3.6 Resignations
and Removals of Directors.
(a) Any director of
the Corporation may resign from the Board of Directors or any committee thereof at any time, by giving notice in writing or by electronic
transmission to the Chairman of the Board of Directors, if any, the president or the secretary of the Corporation and, in the case
of a committee, to the chairman of such committee, if any. Such resignation shall take effect at the time therein specified or, if no
time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary
to make it effective.
(b) Any director or
the entire Board of Directors may be removed from office in accordance with the Articles of Incorporation. Any director serving on a committee
of the Board of Directors may be removed from such committee at any time by the Board of Directors.
Section 3.7 Quorum
and Voting.
(a) Except as otherwise
required or permitted by the Articles of Incorporation, the NRS or the rules and regulations of any securities exchange or quotation system
on which the Corporation’s securities are listed or quoted for trading, at all meetings of the Board of Directors or any committee
thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the case may be, shall
constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting
at which there is a quorum shall be the act of the Board of Directors or such committee, as applicable. If a quorum shall not be present
at any meeting of the Board of Directors or any committee thereof, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.
(b) Each director shall
have one vote for any action required or permitted to be taken at any meeting of the Board or any committee thereof or without a meeting
as provided herein. In accordance with NRS 78.330, all directors shall have the same voting rights.
Section 3.8 Actions
of the Board by Written Consent. Unless otherwise provided in the Articles of Incorporation or these Bylaws, 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 the
members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and
the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors
or such committee.
Section 3.9 Meetings
by Means of Conference Telephone. Unless otherwise restricted by applicable law, the Articles of Incorporation or these Bylaws, members
of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means
of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 3.9 shall constitute presence in person at such meeting.
Section 3.10 Committees.
The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.
Each member of a committee must meet the requirements for membership, if any, imposed by applicable law and the rules and regulations
of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading. The Board
of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member
at any meeting of any such committee. Subject to the rules and regulations of any securities exchange or quotation system on which the
securities of the Corporation are listed or quoted for trading, in the absence or disqualification of a member of a committee, and in
the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member
or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum,
may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any absent or disqualified
member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise
all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to
the Board of Directors when required. Notwithstanding anything to the contrary contained in this Article III, the resolution of the Board
of Directors establishing any committee of the Board of Directors and/or the charter of any such committee may establish requirements
or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth
in these Bylaws and, to the extent that there is any inconsistency between these Bylaws and any such resolution or charter, the terms
of such resolution or charter shall be controlling; provided that it complies with the NRS.
Section 3.11 Compensation.
The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or securities. No
such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for service as committee members.
Section 3.12 Interested
Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation
and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors
or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer
is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction,
or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to
the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the
material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed
or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote
of the stockholders holding a majority of the voting power (the votes of the common or interested directors may be counted); and (iii) the
contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors,
a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting
of the Board of Directors or of a committee which authorizes the contract or transaction as set forth herein.
ARTICLE IV
OFFICERS
Section 4.1 General.
The officers of the Corporation shall consist of a chief executive officer, president, chief operating officer, chief financial officer
and a secretary, each of whom shall be elected by the Board. Such other officers and assistant officers as may be deemed necessary may
be elected or appointed by the Board. All officers must be natural persons and any natural person may hold two or more offices, except
that in the event that the Corporation shall have more than one director, the offices of president and secretary shall be held by different
persons.
Section 4.2 Election,
Qualification and Term of Office. Each of the officers shall be elected by the Board. None of said officers need be a director. Except
as hereinafter provided or subject to the express provisions of a contract authorized by the Board of Directors, each of said officers
shall hold office from the date of his/her election until the next annual meeting of the Board and until his/her successor shall have
been duly elected and qualified or until his or her removal or resignation.
Section 4.3 Voting
Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the president or any vice president
or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation,
take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation
in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident
to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The
Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.
Section 4.4 Removal.
The Board of Directors shall have the right to remove, with or without cause, any officer of the Corporation.
Section 4.5 Resignation.
Any officer may resign at any time by giving notice to the Board, the president or the secretary. Any such resignation shall take effect
at the date of receipt of such notice or at any later date specified therein; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
Section 4.6 Vacancies.
The Board of Directors shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until
his/her successor shall have been duly elected and qualified or until his or her removal or resignation.
Section 4.7 Powers
and Duties. The powers and duties of the respective corporate officers shall be determined by the Board.
Section 4.8 Salaries.
The salaries of all executive officers of the Corporation shall be fixed by the Board of Directors or by such committee of the Board of
Directors as may be designated from time to time by a resolution adopted by a majority of the Board of Directors.
Section 4.9 Other
Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to
time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the
power to choose such other officers and to prescribe their respective duties and powers.
ARTICLE V
STOCK
Section 5.1 Shares
of Stock. The shares of capital stock of the Corporation may be represented by a certificate or may be uncertificated. Every holder
of capital stock of the Corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares,
shall be entitled to have a certificate for shares of capital stock of the Corporation signed by, or in the name of the Corporation by,
(a) the Chairman, the chief executive officer or the president, and (b) the chief financial officer or the secretary, certifying
the number of shares owned by such stockholder in the Corporation.
Section 5.2 Signatures.
Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at
the date of issue.
Section 5.3 Lost
Certificates. Unless otherwise provided in the Articles of Incorporation or these Bylaws, the Board of Directors may direct a new
certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s
legal representative, to identify the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond
in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft
or destruction of such certificate or the issuance of such new certificate or uncertificated shares.
Section 5.4 Transfers.
Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall
be made only on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate
or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed
for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer
instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment
of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided,
however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers
of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged,
returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or
Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for
any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.
Section 5.5 Regulations.
The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates for shares or uncertificated shares of the stock of the Corporation.
Section 5.6 Dividend
Record Date. Subject to compliance with NRS 78.288 and 78.300, and the Articles of Incorporation, in order that the Corporation may
determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record
date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.
Section 5.7 Record
Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.
Section 5.8 Transfer
and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices
or agencies at such place or places as may be determined from time to time by the Board of Directors.
Section 5.9 Consideration
for Shares. The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property
or benefit to the Corporation including, without limitation, cash, services performed or other securities of the Corporation. When the
Corporation receives the consideration for which the Board of Directors authorized the issuance of shares, such shares shall be fully
paid and non-assessable (if non-assessable stock) and the stockholders shall not be liable to the Corporation or to its creditors in respect
thereof.
ARTICLE VI
NOTICES
Section 6.1 Notice
to Directors. Whenever under applicable law, the Articles of Incorporation or these Bylaws notice is required to be given to any director,
such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means
of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone.
A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received
by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon
prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for
next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid,
addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile
telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if
sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if
sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing
on the records of the Corporation.
Section 6.2 Notice
to Stockholders. Whenever under applicable law, the Articles of Incorporation or these Bylaws notice is required to be given to any
stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally
recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by
the stockholder, to the extent permitted by the NRS. A notice to a stockholder shall be deemed given as follows: (i) if given by
hand delivery, when actually received by the stockholder, (ii) if sent through the United States mail, when deposited in the United
States mail, with postage and fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock
ledger of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited
with such service, with fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger
of the Corporation, and (iv) if given by a form of electronic transmission consented to by the stockholder to whom the notice is
given and otherwise meeting the requirements set forth above, (A) if by facsimile transmission, when directed to a number at which
the stockholder has consented to receive notice, (B) if by electronic mail, when directed to an electronic mail address at which
the stockholder has consented to receive notice, (C) if by a posting on an electronic network together with separate notice to the
stockholder of such specified posting, upon the later of (1) such posting and (2) the giving of such separate notice, and (D) if
by any other form of electronic transmission, when directed to the stockholder. A stockholder may revoke such stockholder’s consent
to receiving notice by means of electronic communication by giving written notice of such revocation to the Corporation. Any such consent
shall be deemed revoked if (1) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the
Corporation in accordance with such consent and (2) such inability becomes known to the Secretary or an Assistant Secretary or to
the Corporation’s transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure
to treat such inability as a revocation shall not invalidate any meeting or other action.
Section 6.3 Electronic
Transmission. “Electronic transmission” means any form of communication, not directly involving the physical transmission
of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced
in paper form by such a recipient through an automated process, including, but not limited to, transmission by telex, facsimile telecommunication,
electronic mail, telegram and cablegram.
Section 6.4 Notice to
Stockholders Sharing Same Address. Without limiting the manner by which notice otherwise may be given effectively by the Corporation
to stockholders, any notice to stockholders given by the Corporation under any provision of the NRS, the Articles of Incorporation or
these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders
at that address to whom such notice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of
such revocation to the Corporation. Any stockholder who fails to object in writing to the Corporation within sixty (60) days of having
been given written notice by the Corporation of its intention to send such a single written notice shall be deemed to have consented to
receiving such single written notice.
Section 6.5 Waivers of
Notice. Whenever any notice is required by applicable law, the Articles of Incorporation or these Bylaws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or by transmission
of an electronic transmission by that person, whether before or after the time stated therein, shall be deemed equivalent thereto.
Attendance of a person at
a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends
the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders
or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice
unless so required by law, the Articles of Incorporation or these Bylaws.
ARTICLE VII
GENERAL PROVISIONS
Section 7.1 Dividends.
Dividends upon the capital stock of the Corporation, subject to the requirements of the NRS and the provisions of the Articles of Incorporation,
if any, may be declared by the Board of Directors at any regular or special meeting of the Board of Directors (or any action by written
consent in lieu thereof in accordance with Section 3.8 hereof), and may be paid in cash or in property other than shares. Before
payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board
of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing
any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness
of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose,
and the Board of Directors may modify or abolish any such reserve.
Section 7.2 Disbursements.
All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons
as the Board of Directors may from time to time designate.
Section 7.3 Fiscal
Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 7.4 Corporate
Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate
Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
INDEMNIFICATION
Section 8.1 Power
to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 8.3
and to the fullest extent permitted by the NRS, the Corporation shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of
the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s
conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
Section 8.2 Power
to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 8.3 and to the
fullest extent permitted by the NRS, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason
of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the
court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court in
which such action or suit was brought deem proper.
Section 8.3 Authorization
of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only
as permitted by the NRS and authorized in the specific case upon a determination that indemnification of the present or former director
or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 8.1
or Section 8.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the
time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though
less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written
opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person
or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director
or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above,
or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.
Section 8.4 Good
Faith Defined. For purposes of any determination under Section 8.3, a person shall be deemed to have acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any
criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s
action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person
by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation
or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified
public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions
of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed
to have met the applicable standard of conduct set forth in Section 8.1 or Section 8.2, as the case may be.
Section 8.5 Indemnification
by a Court. Notwithstanding any contrary determination in the specific case under Section 8.3, and notwithstanding the absence
of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Nevada for indemnification
to the extent otherwise permissible under Section 8.1 or Section 8.2. The basis of such indemnification by a court shall be
a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met
the applicable standard of conduct set forth in Section 8.1 or Section 8.2, as the case may be. Neither a contrary determination
in the specific case under Section 8.3 nor the absence of any determination thereunder shall be a defense to such application or
create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any
application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application.
If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting
such application.
Section 8.6 Expenses
Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such
expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon
such terms and conditions, if any, as the Corporation deems appropriate.
Section 8.7 Nonexclusivity
of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Articles of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the
policy of the Corporation that indemnification of the persons specified in Section 8.1 and Section 8.2 shall be made to the
fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person
who is not specified in Section 8.1 or Section 8.2 but whom the Corporation has the power or obligation to indemnify under the
provisions of the NRS, or otherwise.
Section 8.8 Insurance.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or
is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the
power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.
Section 8.9 Certain
Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who
is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving
at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or
surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
The term “another enterprise”
as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other
enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes
of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not
opposed to the best interests of the Corporation” as referred to in this Article VIII.
Section 8.10 Survival
of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 8.11 Limitation
on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights
to indemnification (which shall be governed by Section 8.5), the Corporation shall not be obligated to indemnify any director or
officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or
part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.
Section 8.12 Indemnification
of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights
to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article
VIII to directors and officers of the Corporation.
ARTICLE IX
MISCELLANEOUS
Section 9.1 Acquisition
of Controlling Interest Statute Opt–Out. The provisions of NRS 78.378 to 78.3793, inclusive, shall not apply to the Corporation
or to an acquisition of a “controlling interest” (as defined in NRS 78.3785).
ARTICLE X
AMENDMENTS
Section 10.1 Amendments.
These Bylaws may be altered, amended or repealed by the Board as set forth in the Articles of Incorporation or by
the affirmative vote of the holders of at least 66 and 2/3% of the outstanding voting power of the Corporation, voting together as a single
class.
CERTIFICATION
The
undersigned, as the duly elected Secretary of Silo Pharma, Inc., a Nevada corporation, does hereby certify that the Board of Directors
of the Corporation adopted the foregoing Bylaws as of December 19, 2023.
| |
/s/ Eric Weisblum |
| |
Eric Weisblum, Secretary |
-17-
Exhibit 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Description of Common Stock
The following description of the common stock,
par value $0.0001 per share (“Common Stock”) of Silo Pharma, Inc., a Nevada corporation (the “Company”) is a
summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s
Articles of Incorporation, as amended (the “Articles of Incorporation”), and the Company’s Bylaws the “Bylaws”),
each of which is incorporated by reference and is filed as an exhibit to our Current Report on Form 8-K filed with the U.S. Securities
and Exchange Commission of which this Exhibit 4.1 is a part.. The Company encourages you to read its Articles of Incorporation,
Bylaws, and the applicable provisions of the Nevada Revised Statutes for additional information.
Authorized Capital Shares
The Company’s authorized capital shares
consist of 1000,000,000 shares of Common Stock, and 5,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred
Stock”).
Voting Rights
Except as otherwise provided in these Articles
of Incorporation or required by applicable law, the holders of Common Stock shall be entitled to vote on each matter on which the stockholders
of the corporation shall be entitled to vote, and each holder of Common Stock shall be entitled to one vote for each share of such stock
held by him. Notwithstanding the foregoing, except as otherwise required by law, holders of Common Stock shall not be entitled to vote
on any amendment to these Articles of Incorporation (including any resolution relating to any series of Preferred Stock) that relates
solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately
or together as a class with the holders of one or more other such series, to vote thereon pursuant to these Articles of Incorporation
(including any resolution adopted relating to any series of Preferred Stock).
Dividend Rights
The board of directors (the “Board of Directors”
or “Board”) of the corporation may cause dividends to be paid to the holders of shares of Common Stock out of funds legally
available for the payment of dividends by declaring an amount per share as a dividend. When and as dividends are declared on the Common
Stock, whether payable in cash, in property or in shares of stock or other securities of the corporation, the holders of Common Stock
shall be entitled to share ratably according to the number of shares of Common Stock held by them, in such dividends.
Liquidation Rights
Subject to the terms of any resolution or resolutions
adopted by the Board of Directors pursuant to the rights of any holders of preferred stock, in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the corporation, the holders of Common Stock shall be entitled to share ratably,
according to the number of shares of Common Stock held by them, in all remaining assets of the corporation available for distribution
to its stockholders.
Applicable Anti-Takeover Law
Set forth below is a summary of the provisions
of the Company’s Articles of Incorporation and Bylaws that could have the effect of delaying or preventing a change in control of
the Company. The following description is only a summary, and it is qualified by reference to the Articles of Incorporation, Bylaws and
relevant provisions of the Nevada Revised Statutes.
Board of Directors Vacancies
The Company’s Bylaws authorize only its
board of directors to fill vacant directorships. In addition, the number of directors constituting the Company’s board of directors
may be set only by resolution of the majority of the incumbent directors.
Special Meeting of Shareholders
The Company’s Bylaws provide that special
meetings of its shareholders may be called by the president of the Company, the board of directors or the chairman of the board.
Advance Notice
Requirements for Shareholder Proposals and Director Nominations
The Company’s Bylaws provide that shareholders
seeking to bring business before its annual meeting of shareholders, or to nominate candidates for election as directors at its annual
meeting of shareholders, must provide timely notice of their intent in writing. To be timely, a shareholder’s notice must be delivered
to the secretary at the Company’s principal executive offices not later than the close of business on the 90th day nor earlier
than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided,
however, that in the event the date of the annual meeting is not within 25 days before or after such anniversary date, notice by the shareholder
to be timely must be so delivered not later than the close of business on the 10th day following the day on which such
notice of the date of annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever occurs first.
These provisions may preclude the Company’s shareholders from bringing matters before its annual meeting of shareholders or from
making nominations for directors at its annual meeting of shareholders.
Authorized but Unissued Shares
The Company’s authorized but unissued shares
of Common Stock and Preferred Stock are available for future issuance without shareholder approval and may be utilized for a variety of
corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans.
The existence of authorized but unissued and unreserved Common Stock and Preferred Stock could render more difficult or discourage an
attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise.
Indemnification
Section 78.7502(1) of the
Nevada Revised Statutes provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except in
an action brought by or on behalf of the corporation) if that person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise,
against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by
that person in connection with such action, suit or proceeding, if that person acted in good faith and in a manner which that person reasonably
believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceedings,
had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, alone, does not create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in, or not opposed to, the best interests of the corporation, and that,
with respect to any criminal action or proceeding, the person had reasonable cause to believe his action was unlawful.
Section 78.7502(2) of the
Nevada Revised Statutes provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit brought by or on behalf of the corporation to procure a judgment in its favor because
the person acted in any of the capacities set forth above, against expenses, including amounts paid in settlement and attorneys’
fees, actually and reasonably incurred by that person in connection with the defense or settlement of such action or suit, if the person
acted in accordance with the standard set forth above, except that no indemnification may be made in respect of any claim, issue or matter
as to which such person shall have been adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom to be
liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which such
action or suit was brought or other court of competent jurisdiction determines that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Section 78.7502(3) of the
Nevada Revised Statutes further provides that, to the extent a director or officer of a corporation has been successful on the merits
or otherwise in the defense of any action, suit or proceeding referred to in subsections 1 and 2 thereof, or in the defense of any claim,
issue or matter therein, that person shall be indemnified by the corporation against expenses (including attorneys’ fees) actually
and reasonably incurred by that person in connection therewith.
Section 78.751 of the Nevada
Revised Statutes provides that unless indemnification is ordered by a court, the determination to provide indemnification must be made
by the shareholders, by a majority vote of a quorum of the board of directors who were not parties to the action, suit or proceeding,
or in specified circumstances by independent legal counsel in a written opinion. In addition, the articles of incorporation, bylaws or
an agreement made by the corporation may provide for the payment of the expenses of a director or officer of the expenses of defending
an action as incurred upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction
that the person is not entitled to indemnification. Section 78.751 of the Nevada Revised Statutes further provides that the indemnification
provided for therein shall not be deemed exclusive of any other rights to which the indemnified party may be entitled and that the scope
of indemnification shall continue as to directors, officers, employees or agents who have ceased to hold such positions, and to their
heirs, executors and administrators.
Section 78.752 of the Nevada
Revised Statutes provides that a corporation may purchase and maintain insurance on behalf of a director, officer, employee or agent of
the corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the authority to indemnify him against such liabilities and expenses.
Our Articles of Incorporation
and Bylaws provide that the Company shall, to the fullest extent permitted by the provisions of the Nevada Revised Statutes, indemnify
any and all persons whom it shall have the power to indemnify under the Nevada Revised Statutes.
Transfer Agent and Registrar
The Company’s transfer agent and registrar
is West Coast Stock Transfer, whose address is 721 N Vulcan Ave, Encinitas, CA 92024.
Listing
The Company’s Common Stock is listed
on The Nasdaq Capital Market under the symbol “SILO.”
Silo Pharma (NASDAQ:SILO)
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Silo Pharma (NASDAQ:SILO)
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