Exhibit 10.6


 


AMENDED AND RESTATED


BYLAWS OF


PHOTOMEDEX, INC.


(a Nevada Corporation)


 


(adopted effective as of May 17, 2017)


 


These Amended and Restated
Bylaws of PhotoMedex, Inc., a Nevada corporation (the “Corporation”) are adopted pursuant to Section 7.01 of the Corporation’s
existing Amended and Restated Bylaws, as amended (the “Original Bylaws”), and are intended to amend, restate and replace,
in their entirety, the Original Bylaws effective as of the date first written above.


 


ARTICLE 1


 


OFFICES


 


SECTION 1.1.          Principal
Office. The principal offices of the Corporation shall be in such location as the Board of Directors of the Corporation (the
“Board of Directors”) may determine.


 


SECTION 1.2.          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 or the business of the Corporation may require.


 


ARTICLE 2


 


MEETINGS OF STOCKHOLDERS


 


SECTION 2.1.          Place
of Meeting; Chairman. All meetings of stockholders shall be held at such place, either within or without the State of Nevada,
as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. The Chairman of the
Board of the Corporation (or the Executive Chairman of the Corporation, if such office is designated and filled in accordance with
these Bylaws) (the “Chairman of the Board”) or any other person specifically designated by the Board of Directors shall
act as the Chairman for any meeting of stockholders of the Corporation. The Chairman of the Board (or his or her designee) shall
have full authority to control the process of any stockholder or Board of Directors meeting, including, without limitation, determining
whether any proposals or nominations were properly brought before such meeting, establishing an agenda or order of business for
the meeting, rules and procedures for maintaining order at the meeting, limitations on participation in such meeting to stockholders
of record of the Corporation and their duly authorized and constituted proxies and such other persons as the Chairman of the Board
(or his or her designee) shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof,
requiring ballots by written consent, limitations on the time allotted to questions or comments by participants and regulation
of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.


 


SECTION 2.2.          Annual
Meetings. The annual meeting of stockholders of the Corporation shall be held at such date and time as shall be designated
from time to time by the Board of Directors and stated in the notice of the meeting, subject to any postponement in the Board of
Directors’ sole discretion, upon notice of such postponement given in any manner deeded reasonable by the Board of Directors.


 




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SECTION 2.3.          Special
Meetings. Special meetings of the stockholders of the Corporation, for any purpose or purposes, unless otherwise prescribed
by the Nevada Revised Statutes (“NRS”) or by the Articles of Incorporation of the Corporation, as amended (the “Articles
of Incorporation”), may be called exclusively by: (i) the Chairman of the Board or the Chief Executive Officer, President
or other executive officer of the Corporation, (ii) the majority of the Board of Directors or (iii) the request in writing of stockholders
of record, and only of record, owning not less than a majority of the entire capital stock of the Corporation issued and outstanding
and entitled to vote (the “Requisite Percent”). Such request shall state the purpose or purposes of the proposed meeting.
The officers or directors shall fix the date, time and any place, either within or without the State of Nevada, as the place for
holding such meeting; provided, however, that the date of any such special meeting shall be not more than ninety (90) days after
the date on which a special meeting request properly brought pursuant to Sections 2.3 and 2.5 are delivered to the Secretary of
the Corporation.


 


SECTION 2.4.          Notice
of Meeting. Written notice of the annual and each special meeting of stockholders of the Corporation, stating the time, place
and purpose or purposes thereof, shall be given to each stockholder entitled to vote thereat, not less than ten (10) nor more than
sixty (60) days before the meeting and shall be signed by the Chairman of the Board, the President or the Secretary of the Corporation
(the “Secretary”). The Board of Directors may postpone a special meeting in its sole discretion in any manner it deems
reasonable. In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof
commence a new time period for the giving of a stockholder’s notice as described below.


 


SECTION 2.5.          Business
Conducted at Meetings.


 


Section 2.5.1           At
any meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.
To be properly brought before a meeting, business must be: (a) specified in the notice of meeting (or any supplement thereto provided
within the notice period specified in Section 2.4) given by or at the direction of the Chairman of the Board, the President or
the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or
(c) otherwise properly brought before the meeting by a stockholder or stockholders of record, and only of record, holding the Requisite
Percent in accordance with applicable law, these Bylaws or otherwise. In addition to any other applicable requirements set forth
in these Bylaws, the U.S. federal securities laws or otherwise, for business to be properly brought before a meeting called by
stockholders representing the Requisite Percent, such stockholder(s) must have given timely notice thereof in writing to the Secretary.
Any special meeting of the Corporation proposed to be called by a stockholder or stockholders in such capacity shall not be required
to be held: (i) with respect to any matter, within 12 months after any annual or special meeting of stockholders at which the same
matter was included on the agenda, or if the same matter will be included on the agenda at an annual meeting to be held within
90 days after the receipt by the Corporation of such request (the election or removal of directors to be deemed the same matter
with respect to all matters involving the election or removal of directors) or (ii) if the purpose of the special meeting is not
a lawful purpose or if such request violates applicable law. A stockholder may revoke a request for a special meeting at any time
by written revocation delivered to the Secretary, and if, following such revocation, there are un-revoked requests from stockholders
holding in the aggregate less than the requisite number of shares entitling the stockholders to request the calling of a special
meeting, the Board of Directors, in its discretion, may cancel the special meeting. If none of the stockholders who submitted the
request for a special meeting appears or sends a qualified representative to present the nominations proposed to be presented or
other business proposed to be conducted at the special meeting, the Corporation need not present such nominations or other business
for a vote at such meeting.


 


Section 2.5.2           To
be timely, a stockholder’s notice of a proposal to be included at an annual meeting must be delivered to or mailed and received
at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days
prior to the anniversary of the date on which the Corporation first mailed its proxy materials for the previous year’s annual
meeting of stockholders (or the date on which the Corporation mails its proxy materials for the current year if during the prior
year the Corporation did not hold an annual meeting or if the date of the annual meeting was changed more than thirty (30) days
from the prior year).


 




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Section 2.5.3           A
record stockholders’ notice to the Secretary shall set forth in writing as to each matter the stockholder(s) propose to bring
before the meeting: (a) a detailed description of the business desired to be brought before the meeting and the reasons for proposing
such business, including the complete text of any resolutions, bylaws or Articles of Incorporation amendments proposed for consideration
(b) the name and address, as they appear on the Corporation’s books, of the stockholders proposing such business, (c) the
class and number of shares of the Corporation which are owned directly or indirectly of record and directly or indirectly beneficially
owned by the stockholders and each of its affiliates (within the meaning of Rule 144 promulgated under the Securities Act of 1933,
as amended, or any successor rule thereto (“Rule 144”)), including any shares of the Corporation owned or controlled
via derivatives, synthetic securities, hedged positions and other economic and voting mechanisms, (d) any material interest of
the stockholders in such proposed business and any agreements or understandings to which such stockholders are a party which relate
in any way, directly or indirectly, to the proposed business to be conducted, including a description of all arrangements or understandings
between such stockholder and any other person or persons (including their names), (e) a representation as to whether or not such
stockholder intends to solicit proxies; (f) a representation as to whether or not such stockholder intends to appear in person
or by proxy at the applicable meeting, and (g) such other information regarding the stockholder in his, her or its capacity as
a proponent of a stockholder proposal that would be required to be disclosed in a proxy statement or other filing with the United
States Securities and Exchange Commission (“SEC”) required to be made in connection with the contested solicitation
of proxies pursuant to the SEC’s proxy rules.


 


Section 2.5.4           Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures
set forth in this Section 2.5. The Chairman of the meeting shall, in his or her sole discretion, determine and declare to the meeting
whether or not any business was properly brought before the meeting. Any such business not properly brought before the meeting
shall not be transacted. Nothing in this Section 2.5 shall affect the right of a stockholder to request inclusion of a proposal
in the Corporation’s proxy statement to the extent that such right is provided by an applicable rule of the SEC. Notwithstanding
the foregoing, the advance notice provisions of these Bylaws shall apply to all stockholder proposals regardless of whether such
proposal is sought to be included in the Corporation’s proxy statement or in a separate proxy statement.


 


SECTION 2.6.          Nomination
of Directors. Nomination of candidates for election as directors of the Corporation at any meeting of stockholders called for
the election of directors, in whole or in part (an “Election Meeting”), must be made by the Board of Directors or by
any stockholder entitled to vote at such Election Meeting, in accordance with the following procedures.


 


Section 2.6.1.          Nominations
made by the Board of Directors shall be made at a meeting of the Board of Directors or by written consent of the directors in lieu
of a meeting prior to the date of the Election Meeting. At the request of the Corporation, each proposed individual nominated by
the Board of Directors shall provide the Corporation with such information concerning himself or herself as is required, under
the rules of the SEC and any applicable securities exchange, to be included in the Corporation’s proxy statement soliciting
proxies for his or her election as a director.


 




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Section 2.6.2.          The
exclusive means by which a stockholder may nominate a director shall be: (i) in the case of the nomination of a director for election
at an annual meeting, by delivery of a notice to the Secretary, not less than ninety (90) days nor more than one hundred twenty
(120) days prior to the anniversary of the date on which the Corporation first mailed its proxy materials for the previous year’s
annual meeting of stockholders (or the date on which the Corporation mails its proxy materials for the current year if during the
prior year the Corporation did not hold an annual meeting or if the date of the annual meeting was changed more than thirty (30)
days from the prior year); or (ii) in the case of the nomination of a director for election at a special meeting (other than pursuant
to a special meeting request in accordance with the requirements set forth in Sections 2.3 and 2.5), not less than ninety (90)
days nor more than one hundred twenty (120) days prior to such special meeting or, if later, the tenth (10th) day following the
day on which public disclosure (of the date of such special meeting was first made, setting forth: (a) the name, age, business
address and the primary legal residence address of each nominee proposed in such notice, (b) the principal occupation or employment
of such nominee, (c) the number of shares of capital stock of the Corporation which are owned directly or indirectly of record
and directly or indirectly beneficially owned by the nominee and each of its affiliates (within the meaning of Rule 144), including
any shares of the Corporation owned or controlled via derivatives, hedged positions and other economic and voting mechanisms, (d)
any material agreements, understandings or relationships, including financial transactions and compensation, between the nominating
stockholder and the proposed nominees and (d) such other information concerning each such nominee as would be required, under the
rules of the SEC, in a proxy statement soliciting proxies in a contested election of such nominees. Such notice shall include a
signed consent of each such nominee to serve as a director of the Corporation, if elected. In addition, any stockholder nominee,
to be validly nominated, shall submit to the Secretary the questionnaire required pursuant to Section 2.6.3 of these Bylaws. A
stockholder intending to nominate one or more candidates for election as directors must comply with the advance notice bylaw provisions
specifically applicable to the nomination of candidates for election as directors for such nomination to be properly brought before
the meeting. For purposes of these Bylaws, “public disclosure” shall mean shall mean disclosure in a press release
reported by a national news service or in a document publicly filed by the Corporation with the SEC pursuant to Sections 13, 14
or 15(d) of the Securities Exchange Act of 1934, as amended.


 


Section 2.6.3           To
be eligible to be a director nominee nominated by a stockholder or stockholders for election or reelection as a director of the
Corporation, such nominee must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.6.2
of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire (the “Questionnaire”)
with respect to the background, qualification and experience of such person and the background of any other person or entity on
whose behalf the nomination is being made (which questionnaire shall be in the form approved by the Corporation and provided by
the Secretary or such Secretary’s designee) and a written representation and agreement that such person: (a) will abide by
the requirements of these Bylaws and the Articles of Incorporation as in effect at the time of their nomination and as validly
amended, (b) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not
given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation,
will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or
(2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director
of the Corporation, with such person’s fiduciary duties under applicable law, (c) is not and will not become a party
to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct
or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been
disclosed therein, and (d) in such person’s individual capacity and on behalf of any person or entity on whose behalf
the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable
publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines
of the Corporation. If, prior to the Election Meeting, there is a change in any information set forth on the Questionnaire, then
such director candidate shall promptly notify the Secretary by submitting a revised Questionnaire.


 


Section 2.6.4.          In
the event that a person is validly designated by the Board of Directors as a nominee in accordance with this Section 2.6 and shall
thereafter become unable or willing to stand for election to the Board of Directors, the Board of Directors may designate a substitute
nominee who meets all applicable standards under these Bylaws.


 




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Section 2.6.5.          If
the Chairman of the Election Meeting determines that a nomination was not made in accordance with the foregoing procedures, such
nomination shall be void.


 


SECTION 2.7.          Quorum;
Adjournment.


 


Section 2.7.1           The
holders of a majority of the shares of capital stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy (provided the proxy has authority to vote on at least one matter at such meeting), shall constitute a quorum
at any meeting of stockholders for the transaction of business, except when stockholders are required to vote by class, in which
event a majority of the issued and outstanding shares of the appropriate class shall be present in person or by proxy (provided
the proxy has authority to vote on at least one matter at such meeting) in order to constitute a quorum as to such class vote,
and except as otherwise provided by the NRS or by the Articles of Incorporation. The stockholders present at a duly called or held
meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders
to have less than a quorum if any action taken (other than adjournment) is approved by at least a majority of the shares required
to constitute a quorum.


 


Section 2.7.2           Notwithstanding
any other provision of the Articles of Incorporation or these Bylaws, at any annual or special meeting of stockholders of the Corporation,
whether or not a quorum is present, the Chairman of the Board or the person presiding as Chairman of the meeting shall have power
to adjourn the meeting from time to time, without notice other than announcement at the meeting, whether or not a quorum shall
be present or represented. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting in accordance with Section 2.4 of these Bylaws. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted at the meeting as originally notified.


 


SECTION 2.8.          Voting;
Proxies.


 


Section 2.8.1           Except
as provided for below or by applicable law, rule or regulation, when a quorum is present at any meeting of the stockholders, any
action by the stockholders on a matter except the election of directors shall be approved if approved by the majority of the votes
cast. Each nominee for director shall be elected by the majority of the votes cast with respect to that nominee’s election
at any meeting for the election of directors at which a quorum is present, provided, however, that, in the case of a director nominee
in a Contested Election, the Board of Directors, in its sole discretion, may determine that directors shall be elected by a plurality
of the votes cast in any Contested Election, such determination to be made no later than five (5) days prior to the date of the
Election Meeting as initially announced. For purposes of these Bylaws, a “Contested Election” means an election of
directors with respect to which the Board of Directors determines that the number of nominees exceeds the number of directors to
be elected and the Board of Directors has not rescinded such determination by the date that is five (5) days prior to the date
of the Election Meeting as initially announced. In determining the number of votes cast in a Contested Election, abstentions and
broker non-votes, if any, will not be treated as votes cast. The provisions of this paragraph will govern with respect to all votes
of stockholders except as otherwise provided for in the Articles of Incorporation or by a specific statutory provision superseding
the provisions of these Bylaws.


 




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Section 2.8.2           Every
stockholder having the right to vote shall be entitled to vote in person, or by proxy: (a) appointed by an instrument in writing
subscribed by such stockholder or by his or her duly authorized attorney or (b) authorized by the transmission of an electronic
record by the stockholder to the person who will be the holder of the proxy or to a firm which solicits proxies or like agent who
is authorized by the person who will be the holder of the proxy to receive the transmission subject to any procedures the Board
of Directors may adopt from time to time to determine that the electronic record is authorized by the stockholder; provided, however,
that no such proxy shall be valid after the expiration of six (6) months from the date of its execution, unless coupled with an
interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in
no case shall exceed seven (7) years from the date of its execution. If such instrument or record shall designate two (2) or more
persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting
at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby
conferred, or if only one (1) be present, then such powers may be exercised by that one (1). Unless required by the NRS or determined
by the Chairman of the meeting to be advisable, the vote on any matter need not be by written ballot. No stockholder shall have
cumulative voting rights.


 


SECTION 2.9.          Consent
of Stockholders. Whenever the vote of the stockholders at a meeting thereof is required or permitted to be taken for or in
connection with any corporate action, the meeting and vote of stockholders may be dispensed with if stockholders, having not less
than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voted, consent in writing to such corporate action being taken; provided, that in no case shall
the written consent be by the holders of stock having less than the minimum percentage of the vote required by the NRS. Any action
by consent of the stockholders pursuant to this Section 2.9 must follow the notice and timing procedures of Section 2.5 applicable
to any business to be conducted at a stockholder meeting. Further, upon the request of a stockholder to conduct a consent solicitation,
the Board of Directors shall adopt a resolution fixing a record date within ten (10) days of the date on which a request therefor
is received, provided that such record date shall not be more than ten (10) days after the date of the adoption of such resolution.


 


SECTION 2.10.         
Voting of Stock of Certain Holders. Shares standing in the name of another entity, domestic or foreign, may be voted by
such officer, agent or proxy as the governing documents of such entity may prescribe, or in the absence of such provision, as the
Board of Directors or governing body of such entity may determine. Shares standing in the name of a deceased person may be voted
by the executor or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardian,
conservator or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled to
vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary. Shares outstanding
in the name of a receiver may be voted by such receiver. A stockholder whose shares are pledged shall be entitled to vote such
shares, unless in the transfer by the pledgor on the books of the Corporation, he or she has expressly empowered the pledgee to
vote thereon, in which case only the pledgee, or his or her proxy, may represent the stock and vote thereon.


 


SECTION 2.11.         Treasury
Stock. The Corporation shall not vote, directly or indirectly, shares of its own stock owned by it; and such shares shall not
be counted in determining the total number of outstanding shares.


 


SECTION 2.12.         Fixing
Record Date. The Board of Directors may fix in advance a date for any meeting of stockholders (which date shall not be more
than sixty (60) nor less than ten (10) days preceding the date of any such meeting of stockholders), a date for payment of any
dividend or distribution, a date for the allotment of rights, a date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining a consent of stockholders (which date shall not precede or be more
than ten (10) days after the date the resolution setting such record date is adopted by the Board of Directors), in each case as
a record date (the “Record Date”) for the determination of the stockholders entitled to notice of, and to vote at,
any such meeting and any adjournment thereof, to receive payment of any such dividend or distribution, to receive any such allotment
of rights, to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent,
as the case may be. In any such case such stockholders and only such stockholders as shall be stockholders of record on the Record
Date shall be entitled to such notice of and to vote at any such meeting and any adjournment thereof, to receive payment of such
dividend or distribution, to receive such allotment of rights, to exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation after any such Record Date.


 




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ARTICLE 3


 


BOARD OF DIRECTORS


 


SECTION 3.1.          Powers.
The business and affairs of the Corporation shall be managed by 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
directed or required to be exercised or done by the stockholders. Subject to compliance with the provisions of the NRS, the powers
of the Board of Directors shall include the power to make a liquidating distribution of the assets, and wind up the affairs of,
the Corporation.


 


SECTION 3.2.          Number
and Qualifications. The number of directors which shall constitute the whole Board of Directors shall be not less than one
(1) and not more than nine (9). Within the limits above specified, the number of the directors of the Corporation shall be determined
solely in the discretion of the Board of Directors from time to time. All directors shall be elected annually. Directors need not
be residents of Nevada or stockholders of the Corporation.


 


SECTION 3.3.          Vacancies,
Additional Directors; Removal From Office; Resignation.


 


SECTION 3.3.1           If
any vacancy occurs in the Board of Directors caused by death, resignation, retirement, disqualification, removal from office or
otherwise, or if any new directorship is created in accordance with Section 3.2 by an increase in the authorized number of directors,
a majority of the directors then in office, though less than a quorum, or a sole remaining director, but not the stockholders of
the Corporation, may choose a successor or fill the newly created directorship. Any director so chosen shall hold office for the
unexpired term of his or her predecessor in his or her office and until his or her successor shall be elected and qualified, unless
sooner displaced.


 


SECTION 3.3.2           No
decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.


 


SECTION 3.3.3           The
stockholders of the Corporation may remove a member of the Board of Directors by the affirmative vote of sixty-six and two-thirds
percent (66 2/3%) of the issued and outstanding stock entitled to vote.


 


SECTION 3.3.4           Any
director may resign or voluntarily retire upon giving written notice to the Chairman of the Board or the Board of Directors. Such
retirement or resignation shall be effective upon the giving of the notice, unless the notice specifies a later time for its effectiveness.
If such retirement or resignation is effective at a future time, the Board of Directors may elect a successor to take office when
the retirement or resignation becomes effective.


 


SECTION 3.4.          Regular
Meetings. A regular meeting of the Board of Directors shall be held each year, without notice other than this Bylaw provision,
at the place of, and immediately prior to and/or following, the annual meeting of stockholders; and other regular meetings of the
Board of Directors shall be held during each year, at such time and place as the Board of Directors may from time to time provide
by resolution, either within or without the State of Nevada, without other notice than such resolution. The Board of Directors
shall keep minutes of its regular meetings.


 




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SECTION 3.5.          Special
Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or by the President and shall
be called by the Secretary on the written request of any two (2) directors (should there be such number then in office). The Chairman
of the Board or President so calling, or the directors so requesting, any such meeting shall fix the time and any place, either
within or without the State of Nevada, as the place for holding such meeting. The Board of Directors shall keep minutes of its
special meetings.


 


SECTION 3.6.          Notice
of Special Meeting. Written notice (including via e-mail) of special meetings of the Board of Directors shall be given to each
director at least twenty-four (24) hours prior to the time of a special meeting. Any director may waive notice of any meeting.
The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends
a meeting solely for the purpose of objecting 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 special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting, except that notice shall be given with respect to any matter when notice is
required by the NRS.


 


SECTION 3.7.         Quorum.
A majority of the Board of Directors then serving shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, and the act of a majority of the directors present at any meeting at which there is quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by the NRS, by the Articles of Incorporation or by
these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn
the meeting, without notice other than announcement at the meeting, until a quorum shall be present. A meeting at which a quorum
is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved
of by at least a majority of the required quorum for that meeting.


 


SECTION 3.8.          Action
Without Meeting. Unless otherwise restricted by 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 as provided in Article 4 of these Bylaws, may
be taken without a meeting, if a written consent thereto is signed by all of the members of the Board of Directors
or of such committee, as the case may be. Evidence of any consent to action under this Section 3.8 may be provided
in writing, including electronically via email or facsimile.


 


SECTION 3.9.          Meeting
by Telephone. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken
by means of a meeting by telephone conference or similar communications method so long as all persons participating in the meeting
can hear each other. Any person participating in such meeting shall be deemed to be present in person at such meeting.


 


SECTION 3.10.        Compensation.
Directors, as such, may receive reasonable compensation for their services, which shall be set by the Board of Directors, and
expenses of attendance at each regular or special meeting of the Board of Directors; provided, however, that nothing herein contained
shall be construed to preclude any director from serving the Corporation in any other capacity and receiving additional compensation
therefor. Members of special or standing committees may be allowed like compensation for their services on committees.


 


SECTION 3.11.        Rights
of Inspection.  Every director shall have the absolute right at any reasonable
time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation
and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent
or attorney and includes the right to copy and obtain extracts.


 




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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 his or their votes are counted for such purpose if: (i) the material facts as to
his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors
or their 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 his or their relationship or interest and as to the contract or transaction are disclosed or are known to
the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the
shareholders; or (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 shareholders. 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.


 


ARTICLE 4


 


COMMITTEES OF DIRECTORS


 


SECTION 4.1.          Generally.
The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more additional
special or standing committees, each such additional committee to consist of one or more of the directors of the Corporation. Each
such committee shall have and may exercise such of the powers of the Board of Directors in the management of the business and affairs
of the Corporation as may be provided in such resolution, except as delegated by these Bylaws or by the Board of Directors to another
standing or special committee or as may be prohibited by law.


 


SECTION 4.2.          Committee
Operations. A majority of a committee shall constitute a quorum for the transaction of any committee business. Such committee
or committees shall have such name or names and such limitations of authority as provided in these Bylaws or as may be determined
from time to time by resolution adopted by the Board of Directors. The Corporation shall pay all expenses of committee operations.
The Board of Directors may designate one or more appropriate directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of such committee. In the absence or disqualification of any members of such committee
or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or
they constitute a quorum, may unanimously appoint another appropriate member of the Board of Directors to act at the meeting in
the place of any absent or disqualified member.


 


SECTION 4.3.          Minutes.
Each committee of directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.
The Corporation’s Secretary, or any other person designated by the applicable committee shall (a) serve as the Secretary
of the special or standing committees of the Board of Directors of the Corporation, (b) keep regular minutes of standing or
special committee proceedings, (c) make available to the Board of Directors, as required, copies of all resolutions adopted
or minutes or reports of other actions recommended or taken by any such standing or special committee and (d) otherwise as
requested keep the members of the Board of Directors apprised of the actions taken by such standing or special committees.


 




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ARTICLE 5


 


NOTICE


 


SECTION 5.1.          Methods
of Giving Notice.


 


SECTION 5.1.1. Notice
to Directors or Committee Members. Whenever under the provisions of the NRS, the Articles of Incorporation or these Bylaws,
notice is required to be given to any director or member of any committee of the Board of Directors, personal notice is not required
but such notice may be: (a) given in writing and mailed to such director or committee member, (b) sent by electronic transmission
(including via e-mail) to such director or committee member, or (c) given orally or by telephone; provided, however, that any notice
from a stockholder to any director or member of any committee of the Board of Directors must be given in writing and mailed to
such director or member and shall be deemed to be given upon receipt by such director or member. If mailed, notice to a director
or member of a committee of the Board of Directors shall be deemed to be given when deposited in the United States mail first class,
or by overnight courier, in a sealed envelope, with postage thereon prepaid, addressed, to such person at his or her business address.
If sent by electronic transmission, notice to a director or member of a committee of the Board of Directors shall be deemed to
be given if by (i) facsimile transmission, when receipt of the fax is confirmed electronically, (ii) electronic mail, when delivered
to an electronic mail address of the director or member, (iii) a posting on an electronic network together with a separate notice
to the director or member of the specific posting, upon the later of (1) such posting and (2) the giving of the separate notice
(which notice may be given in any of the manners provided above), or (iv) any other form of electronic transmission, when delivered
to the director or member.


 


SECTION 5.1.2. Notices
to Stockholders. Whenever under the provisions of the NRS, the Articles of Incorporation or these Bylaws, notice is required
to be given to any stockholder, personal notice is not required but such notice may be given: (a) in writing and mailed to such
stockholder, (b) by a form of electronic transmission consented to by the stockholder to whom the notice is given or (c) as otherwise
permitted by the SEC. If mailed, notice to a stockholder shall be deemed to be given when deposited in the United States mail in
a sealed envelope, with postage thereon prepaid, addressed to the stockholder at the stockholder’s address as it appears
on the records of the Corporation. If sent by electronic transmission, notice to a stockholder shall be deemed to be given if by
(i) facsimile transmission, when directed to a number at which the stockholder has consented to receive notice, (ii) electronic
mail, when directed to an electronic mail address at which the stockholder has consented to receive notice, (iii) a posting on
an electronic network together with a separate notice to the stockholder of the specific posting, upon the later of (1) such posting
and (2) the giving of the separate notice (which notice may be given in any of the manners provided above), or (iv) any other form
of electronic transmission, when directed to the stockholder.


 


SECTION 5.2.          Written
Waiver. Whenever any notice is required to be given by the NRS, the Articles of Incorporation or these Bylaws, a waiver thereof
in a signed writing or sent by the transmission of an electronic record attributed to the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent thereto.


 


SECTION 5.3.          Consent.
Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent, either by a writing on the
records of the meeting or filed with the Secretary, or by presence at such meeting and oral consent entered in the minutes of such
meeting, or by taking part in the deliberations at such meeting without objection, the actions taken at such meeting shall be as
valid as if had at a meeting regularly called and noticed. At such meeting any business may be transacted which is not excepted
from the written consent or to the consideration of which no objection for lack of notice is made at the time, and if any meeting
be irregular for lack of notice or such consent, provided a quorum was present at such meeting, the proceedings of such meeting
may be ratified and approved and rendered valid and the irregularity or defect therein waived by a writing signed by all parties
having the right to vote thereat. Such consent or approval, if given by stockholders, may be by proxy or power of attorney, but
all such proxies and powers of attorney must be in writing.


 




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ARTICLE 6


 


OFFICERS


 


SECTION 6.1.          Officers.


 


SECTION 6.1.1           The
officers of the Corporation shall include the Chairman of the Board (or Executive Chairman, if the Board of Directors designates
such office), the President, the Secretary and the Treasurer, each as approved and appointed by the Board of Directors.


 


SECTION 6.1.2           The
officers of the Corporation may further include a Chief Executive Officer and a Chief Financial Officer, each as approved and appointed
by the Board of Directors, and may further include, without limitation, such other executive or subordinate officers and agents,
including, without limitation, one or more Vice Presidents (any one or more of which may be designated Senior Executive Vice President,
Executive Vice President, Senior Vice President or such other title as may be determined b the Board of Directors), Assistant Vice
Presidents, Assistant Secretaries and Assistant Treasurers, in each case as the Board of Directors deems necessary and approve
and appoint.


 


SECTION 6.1.3           The
Board of Directors may in its discretion delegate to the President the power and authority to appoint subordinate officers of the
Corporation and to prescribe their respective duties and powers, but in any instance the Chairman of the Board, the President,
the Secretary, the Treasuer and, if designated, the Chief Executive Officer, Chief Financial Officer or any other officer responsible
for a principal business unit, division or function of the Corporation (such as sales, administration or finance), or any other
officer who performs a policy making function (collectively, the “Principal Officers”), shall be subject to the approval
of and appointment by the Board of Directors.


 


SECTION 6.1.4           All
officers of the Corporation shall hold their offices for such terms and shall exercise such powers and perform such duties as prescribed
by these Bylaws, the Board of Directors or President, as applicable. Any two or more offices may be held by the same person. The
Chairman of the Board shall be elected from among the directors. With the foregoing exception, none of the other officers need
be a director, and none of the officers need be a stockholder of the Corporation.


 


SECTION 6.2.          Election
and Term of Office. The Principal Officers shall each be elected only by, and shall serve only at the pleasure of, the Board
of Directors. All other officers of the Corporation may be appointed as the Board of Directors or the President deem necessary
and elect or appoint. The officers of the Corporation shall be elected or ratified annually by the Board of Directors at its first
regular meeting held concurrently with or after the annual meeting of stockholders or as soon thereafter as conveniently possible
(or, in the case of those officers elected or appointed other than by the Board of Directors, ratified at the Board of Directors’
first regular meeting held following their election or appointment or as soon thereafter as conveniently possible). Subject to
the terms and conditions of any applicable contract between an officer and the Corporation, each officer shall hold office until
his or her successor shall have been chosen and shall have qualified or until his or her death or the effective date of his or
her resignation or removal, or until he or she shall cease to be a director in the case of the Chairman of the Board.


 




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SECTION 6.3.          Removal
and Resignation. Any officer or agent may be removed, either with or without cause, by the affirmative vote of a majority of
the Board of Directors and, other than the Principal Officers, may also be removed, either with or without cause, by action of
the President whenever, in his, her judgment, the best interests of the Corporation shall be served thereby, but such right of
removal and any purported removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any Principal
Officer or other officer or agent may resign at any time by giving written notice to the Corporation. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.


 


SECTION 6.4.          Vacancies.
Any vacancy occurring in any Principal Officer office by death, resignation, removal or otherwise, shall be filled by the Board
of Directors for the unexpired portion of the term. Any vacancy in any other office may be filled as the Board of Directors or
President deem necessary.


 


SECTION 6.5.          Compensation.
The compensation of the Principal Officers shall be determined by the Board of Directors or a designated committee thereof. Compensation
of all other officers and employees of the Corporation shall be determined by the President in consultation with the Board of Directors
or a designated committee thereof and in accordance with any charter of any such committee as has been approved by the Board of
Directors or any policies as have been approved by the Board of Directors. No officer who is also a director shall be prevented
from receiving such compensation by reason of his or her also being a director.


 


SECTION 6.6.          Chairman
of the Board. The Chairman of the Board (who may also be designated as Executive Chairman), shall preside at all meetings of
the Board of Directors and of the stockholders of the Corporation. In the Chairman of the Board’s absence, such duties shall
be attended to by any vice chairman of the Board of Directors, or if there is no vice chairman, or such vice chairman is absent,
then by the President. The Chairman of the Board shall act as liaison between the Board of Directors and the executive officers
of the Corporation and shall be responsible for general oversight of such executive officers. The Chairman of the Board may also
hold the position of Chief Executive Officer or President, if so approved or appointed by the Board of Directors. The Chairman
of the Board shall formulate and submit to the Board of Directors matters of general policy for the Corporation and shall perform
such other duties as usually appertain to the office or as may be prescribed by the Board of Directors. He or she may sign with
the President or any other officer of the Corporation thereunto authorized by the Board of Directors certificates for shares of
the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors, and any deeds or bonds,
which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof has been expressly
delegated or reserved by these Bylaws or by the Board of Directors to some other officer or agent of the Corporation, or shall
be required by law to be otherwise executed.


 


SECTION 6.7.          President.
The President shall, subject to the oversight by and control of the Board of Directors, have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The
President may also, but shall not be required to, hold the position of Chief Executive Officer of the Corporation, if so approved
or appointed by the Board of Directors. The President shall keep the Board of Directors fully informed and shall consult them concerning
the business of the Corporation. Subject to the supervisory powers of the Board of Directors, the President may sign with the Chairman
of the Board or any other officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of
capital stock of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors, and
any deeds, bonds, mortgages, contracts, checks, notes, drafts or other instruments which the Board of Directors has authorized
to be executed, except in cases where the signing and execution thereof has been expressly delegated by these Bylaws or by the
Board of Directors to some other officer or agent of the Corporation, or shall be required by law to be otherwise executed. In
general, the President shall perform all other duties normally incident to the office of the President, except any duties expressly
delegated to other persons by these Bylaws, the Board of Directors and such other duties as may be prescribed by the Board of Directors
from time to time.


 




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SECTION 6.8.          Chief Executive Officer. The Chief Executive Officer, if any, shall, in general, perform such duties as usually pertain
to the position of chief executive officer and such duties as may be prescribed by the Board of Directors.


 


SECTION 6.9.          Chief
Financial Officer. The Chief Financial Officer, if any, shall, in general, perform such duties as usually pertain to the position
of chief financial officer and such duties as may be prescribed by the Board of Directors. The Chief Financial Officer (or the
Treasurer, if the office of Chief Financial Officer is unoccupied) shall prepare annually (by the thirtieth (30th) day following
the end of each fiscal year) a customary and appropriate financial and operational budget of income, expense and cash flows of
the Company for the upcoming fiscal year, which budget shall be reviewed and approved by the Board of Directors. Such budget shall
be updated quarterly (including a reconciliation of the Company’s actual performance versus the approved budget) and presented
to the Board of Directors for review and revision as determined by the Board of Directors.


 


SECTION 6.10.       Secretary.
The Secretary shall: (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of
directors; (b) see that all notices are duly given in accordance with the provisions of these Bylaws and as required by
law; (c) be custodian of the corporate records and of the seal of the Corporation, and see that the seal of the
Corporation or a facsimile thereof is affixed to all certificates for shares prior to the issuance thereof and to all
documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the
provisions of these Bylaws; (d) keep or cause to be kept a register of the post office address of each stockholder which
shall be furnished by such stockholder; (e) have general charge of other stock transfer books of the Corporation; and
(f) in general, perform all duties normally incident to the office of the Secretary and such other duties as from time
to time may be assigned to him or her by the Chairman of the Board, the President or the Board of Directors.


 


SECTION 6.11.        Treasurer.
The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive
and give receipts for monies due and payable to the Corporation from any source whatsoever and deposit all such moneys in the
name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions
of Section 7.3 of these Bylaws; and (b) in general, perform all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him or her by the Board of Directors or the President. If required by the Board
of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety
or sureties as the Board of Directors shall determine.


 


SECTION 6.12.        Interim
Officer Status. Any office of the Corporation may be designated by the Board of Directors as interim, and such interim status
shall be on such terms and for such duration as may be designated by the Board of Directors.


 


ARTICLE 7


 


EXECUTION OF CORPORATE INSTRUMENTS AND

VOTING OF SECURITIES OWNED BY THE CORPORATION


 


SECTION 7.1.          Contracts.
Subject to the provisions of Section 6.1, the Board of Directors may authorize any officer, officers, agent or agents to enter
into any contract or execute and deliver an instrument in the name of and on behalf of the Corporation, and such authority may
be general or confined to specific instances.


 




    	 	13	 



     


    

 


SECTION 7.2.          Checks,
etc. All checks, demands, drafts or other orders for the payment of money, and notes or other evidences of indebtedness issued
in the name of the Corporation shall be signed by such officer or officers or such agent or agents of the Corporation, and in such
manner, as shall be determined by the Board of Directors.


 


SECTION 7.3.          Deposits.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the President, the Treasurer or the Chief Financial Officer may be empowered by
the Board of Directors to select or as the Board of Directors may select.


 


SECTION 7.4.         Voting
of Securities Owned by Corporation. All stock and other securities of any other corporation owned or held by the Corporation
for itself, or for other parties in any capacity, and all proxies with respect thereto shall be executed by the person authorized
to do so by resolution of the Board of Directors or, in the absence of such authorization, by any Principal Officer.


 


ARTICLE 8


 


SHARES OF STOCK


 


SECTION 8.1.          Issuance.
Each stockholder of the Corporation shall be entitled to a certificate or certificates showing the number of shares of stock registered
in his or her name on the books of the Corporation. The certificates shall be in such form as may be determined by the Board of
Directors, shall be issued in numerical order and shall be entered in the books of the Corporation as they are issued. They shall
exhibit the holder’s name and the number of shares and shall be signed by the Chairman of the Board and the President or
such other officers as may from time to time be authorized by resolution of the Board of Directors. Any or all the signatures on
the certificate may be a facsimile. In case any officer who has signed or whose facsimile signature has been placed upon any such
certificate shall have ceased to be such officer before such certificate is issued, such certificate may nevertheless be issued
by the Corporation with the same effect as if such officer had not ceased to be such officer at the date of its issue. If the Corporation
shall be authorized to issue more than one class of stock or more than one series of any class, the designation, preferences and
relative participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations
or restrictions of such preferences and rights shall be set forth in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent such class of stock; provided that except as otherwise provided by the NRS, in lieu
of the foregoing requirements there may be set forth on the face or back of the certificate which the Corporation shall issue to
represent such class or series of stock, a statement that the Corporation will furnish to each stockholder who so requests the
designations, preferences and relative participating, option or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and rights. All certificates surrendered to the Corporation
for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares
shall have been surrendered and canceled, except that in the case of a lost, stolen, destroyed or mutilated certificate a new certificate
(or uncertificated shares in lieu of a new certificate) may be issued therefor upon such terms and with such indemnity, if any,
to the Corporation as the Board of Directors may prescribe. In addition to the above, all certificates (or uncertificated shares
in lieu of a new certificate) evidencing shares of the Corporation’s stock or other securities issued by the Corporation
shall contain such legend or legends as may from time to time be required by the NRS.


 




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SECTION 8.2.          Lost
Certificates. The Board of Directors may direct that a new certificate or certificates (or uncertificated shares in lieu of
a new certificate) be issued in place of any certificate or certificates 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 issue of a new certificate or certificates (or uncertificated shares in lieu
of a new certificate), 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 certificates, or his or her legal representative, to advertise the same
in such manner as it shall require 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 with respect to the certificate or certificates alleged to have been lost, stolen or destroyed,
or both.


 


SECTION 8.3.          Transfers.
In the case of shares of stock represented by a certificate, upon surrender to the Corporation or the transfer agent of the Corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer,
it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books. Transfers of shares shall be made only on the books of the Corporation by the registered
holder thereof, or by his or her attorney thereunto authorized by power of attorney and filed with the Secretary and the Corporation’s
transfer agent, if any.


 


SECTION 8.4.          Registered
Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder
in fact thereof and, accordingly, shall not be bound to recognize any equitable or other 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 provided
by the laws of the State of Nevada.


 


SECTION 8.5.          Uncertificated
Shares. The Board of Directors may approve the issuance of uncertificated shares of some or all of the shares of any or all
of its classes or series of capital stock.


 


ARTICLE 9


 


DIVIDENDS


 


SECTION 9.1.          Declaration.
Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property
or in shares of capital stock, subject to the provisions of the Articles of Incorporation.


 


SECTION 9.2.          Reserve.
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, think proper as a reserve or reserves to meet contingencies,
or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the
Board of Directors shall think conducive to the interests of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.


 







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ARTICLE 10


 


LIMITATION ON LIABIILTY AND INDEMNIFICATION1


 


SECTION 10.1         No
director or officer shall be personally liable to the Corporation or its shareholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided
by applicable law: (i) for acts or omissions not in good faith or which involve intentional misconduct, fraud or a knowing violation
of law, or (ii) for any transaction from which the director derived an improper personal benefit. If the NRS is hereafter is amended
to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation,
in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by applicable
law. No amendment to or repeal of this Section shall apply to or have any effect on the liability or alleged liability of any director
of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.


 


SECTION 10.2        The Corporation
shall, to the maximum extent permitted under the applicable law and except as set forth below, indemnify, old harmless and, upon
request, advance expenses to each person (and the heirs, executors or administrators of such 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, by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation,
or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any employee benefit
plan (any such person being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any
appeal therefrom, if he or she acted in good faith and in a manner he or she 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 his
or her conduct was unlawful. Notwithstanding anything to the contrary in this Section, the Corporation shall not indemnify an Indemnitee
seeking indemnification in connection with any action, suit, proceeding, claim or counterclaim, or part thereof: initiated by the
Indemnitee unless the initiation thereof was approved by the Board of Directors.


 


SECTION 10.3         Advance
of Expenses. Notwithstanding any other provisions of the Articles of Incorporation, these Bylaws, or any agreement, vote of
stockholder or disinterested directors, or arrangement to the contrary, the Corporation shall advance payment of expenses incurred
by an Indemnitee in advance of the final disposition of any matter only upon receipt of an undertaking by or on behalf of the Indemnitee
to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be
indemnified by the Corporation as authorized in this Section. Such undertaking may be accepted without reference to the financial
ability of the Indemnitee to make such repayment.


 


SECTION 10.4         Subsequent
Amendment. No amendment, termination or repeal of this Article 10 or of the relevant provisions of the Chapter 78 of the NRS
or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions
hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or
facts occurring prior to the final adoption of such amendment, termination or repeal.








 


SECTION 10.5         Non-Exclusivity
of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 10 shall not
be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be an officer, director or agent of the Corporation and shall inure to the benefit of
the heirs, executors and administrators of such a person. All rights to indemnification under this Article 10 shall be deemed
to be provided by a contract between the Corporation and the Indemnitee who serves in such capacity at any time while these Bylaws
and other relevant provisions of the NRS and other applicable law, if any, are in effect.


 





 






		1	Subject to further review by litigation counsel and review
of D&O insurance policy.



 






    	 	16	 



     


    

 


SECTION 10.6        Other
Rights. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights
to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to,
or greater or less than, those set forth in this Section.


 


SECTION 10.7         Reliance.
Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who,
while a director or officer of the Corporation, become or remain a director, officer, employee or agent of a subsidiary, shall
be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Section
in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Section
shall apply to claims made against an Indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent
to the adoption hereof.


 


SECTION 10.8        Merger
or Consolidation. If the Corporation is merged into or consolidated with another corporation and the Corporation is not the
surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Section with respect
to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior
to the date of such merger or consolidation,


 


SECTION 10.9         Insurance.
The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was, or has agreed to become,
a director, officer, employee or agent of the Corporation, or is or was serving, or has agreed to serve, at the request of the
Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust or other
enterprise, including any employee benefit plan, against all expenses (including attorney's fees) judgments, fines or amounts paid
in settlement incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation
would have the power to indemnify him or her against such expenses under the Chapter 78 of the NRS.


 


SECTION 10.10      Savings
Clause. If this Article 10 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative,
including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article
10 that shall not have been invalidated and to the fullest extent permitted by applicable law.


 


SECTION 10.11      Contested
Director Indemnification. Notwithstanding anything to the contrary contained in these Bylaws, a director who was elected in
any Contested Election who is not a continuing director shall not be entitled to any indemnification or advancement of expenses
unless and until a majority of the continuing directors vote that the indemnification provisions set forth in this Article 10
shall apply to such newly elected director.


 


ARTICLE 11


 


MISCELLANEOUS


 


SECTION 11.1.        Books.
The books of the Corporation may be kept within or without the State of Nevada (subject to any provisions contained in the NRS)
at such place or places as may be designated from time to time by the Board of Directors.


 




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SECTION 11.2.        Fiscal
Year. The fiscal year of the Corporation shall be such fiscal year as may be designated by the Board of Directors.


 


SECTION 11.3         Forum
Selection. Unless the Corporation consents in writing to the selection of an alternative forum, a state or federal court located
in the City and County of Denver, Colorado shall be the sole and exclusive forum for (i) any derivative action or proceeding brought
on behalf of the Corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer or
other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any actions asserting a claim
arising pursuant to any provision of the NRS, the Articles of Incorporation or these Bylaws, in each case as amended, or (iv) any
action asserting a claim governed by the internal affairs doctrine, in each such case subject to such court having personal jurisdiction
over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest
in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section
11.3.


 


ARTICLE 12


 


AMENDMENTS


 


SECTION 12.1         Amendment
By Stockholders. The stockholders of the Corporation may alter, amend, repeal or the remove these Bylaws or any portion thereof
only by the affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the stockholders entitled to vote at a meeting of
the stockholders, duly called; provided, however, that no such change to any Bylaw shall alter, modify, waive, abrogate or diminish
the Corporation’s obligation to provide the indemnity called for by Article 10 of these Bylaws, the Articles of Incorporation
or applicable law.


 


SECTION 12.2         Amendment
by the Board of Directors. Notwithstanding Section 12.1, the Board of Directors may, by majority vote of those present at any
meeting at which a quorum is present, alter, amend or repeal these Bylaws or any portion thereof, or enact such other Bylaws as
in their judgment may be advisable for the regulation of the conduct of the affairs of the Corporation.


 




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