SEC Connect





 






Exhibit 4.2



 


AMENDED
AND RESTATED BYLAWS


of


INNOVUS
PHARMACEUTICALS, INC.


a
Nevada corporation


ARTICLE
I


OFFICES


Section 1.1        
Principal Office.
The principal office and place of business of Innovus
Pharmaceuticals, Inc., a Nevada corporation (the
“Corporation”)
shall be established from time to time by resolution of the board
of directors of the Corporation (the “Board of
Directors”).


Section
1.2        
Other Offices.
Other offices and places of business either within or without the
State of Nevada may be established from time to time by resolution
of the Board of Directors or as the business of the Corporation may
require. The street address of the Corporation’s registered
agent is the registered office of the Corporation in
Nevada.


ARTICLE
II


STOCKHOLDERS


Section
2.1        
Annual Meeting. The
annual meeting of the stockholders of the Corporation shall be held
on such date and at such time as may be designated from time to
time by the Board of Directors. At the annual meeting, directors
shall be elected and any other business may be transacted as may be
properly brought before the meeting pursuant to these Amended and
Restated Bylaws (as further amended from time to time, these
“Bylaws”). Except as
otherwise restricted by the articles of incorporation of the
Corporation (as amended from time to time, the “Articles of
Incorporation”) or applicable law, the Board of
Directors may postpone, reschedule or cancel any annual meeting of
stockholders.


Section
2.2         
Special
Meetings.


(a)           Subject
to any rights of stockholders set forth in the Articles of
Incorporation, special meetings of the stockholders may be called
only by the chairman of the Board of Directors or the chief
executive officer or, if there be no chairman of the Board of
Directors and no chief executive officer, by the president, and
shall be called by the secretary upon the written request (which
request shall state the purpose or purposes of the meeting) of at
least a majority of the Board of Directors. Stockholders shall have
no right to request or call a special meeting. Except as otherwise
restricted by the Articles of Incorporation or applicable law, the
Board of Directors may postpone, reschedule or cancel any special
meeting of stockholders.


(b)           No
business shall be acted upon at a special meeting of stockholders
except as set forth in the notice of the meeting.


Section
2.3        
Place of Meetings.
Any meeting of the stockholders of the Corporation may be held at
the Corporation’s registered office in the State of Nevada or
at such other place in or out of the State of Nevada and the United
States as may be designated in the notice of meeting. A waiver of
notice signed by all stockholders entitled to vote thereat may
designate any place for the holding of such meeting. The Board of
Directors may, in its sole discretion, determine that any meeting
of the stockholders shall be held solely by means of electronic
communications or other available technology in accordance with
Section 2.14.




 


 


 

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Section
2.4        
Notice of Meetings; Waiver
of Notice.


(a)           The
chief executive officer, if any, the president, any vice president,
the secretary, an assistant secretary or any other individual
designated by the Board of Directors shall sign and deliver or
cause to be delivered to the stockholders written notice of any
stockholders’ meeting not less than ten (10) days, but not
more than sixty (60) days, before the date of such meeting. The
notice shall state the place, date and time of the meeting, the
means of electronic communication, if any, by which the
stockholders or the proxies thereof shall be deemed to be present
and vote and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. The notice shall be
delivered in accordance with, and shall contain or be accompanied
by such additional information as may be required by, the Nevada
Revised Statutes (as amended from time to time, the
“NRS”),
including, without limitation, NRS 78.379, 92A.120 or
92A.410.


(b)           In
the case of an annual meeting, subject to Section
2.13, any proper business may be presented for action,
except that (i) if a proposed plan of merger, conversion or
exchange is submitted to a vote, the notice of the meeting must
state that the purpose, or one of the purposes, of the meeting is
to consider the plan of merger, conversion or exchange and must
contain or be accompanied by a copy or summary of the plan; and
(ii) if a proposed action creating dissenter’s rights is to
be submitted to a vote, the notice of the meeting must state that
the stockholders are or may be entitled to assert dissenter’s
rights under NRS 92A.300 to 92A.500, inclusive, and be accompanied
by a copy of those sections.


(c)           A
copy of the notice shall be personally delivered or mailed postage
prepaid to each stockholder of record at the address appearing on
the records of the Corporation. Upon mailing, service of the notice
is complete, and the time of the notice begins to run from the date
upon which the notice is deposited in the mail. If the address of
any stockholder does not appear upon the records of the Corporation
or is incomplete, it will be sufficient to address any notice to
such stockholder at the registered office of the Corporation.
Notwithstanding the foregoing and in addition thereto, any notice
to stockholders given by the Corporation pursuant to Chapters 78 or
92A of the NRS, the Articles of Incorporation or these Bylaws may
be given pursuant to the forms of electronic transmission listed
herein, if such forms of transmission are consented to in writing
by the stockholder receiving such electronically transmitted notice
and such consent is filed by the secretary in the corporate
records. Notice shall be deemed given (i) by facsimile when
directed to a number consented to by the stockholder to receive
notice, (ii) by e-mail when directed to an e-mail address consented
to by the stockholder to receive notice, (iii) by posting on an
electronic network together with a separate notice to the
stockholder of the specific posting on the later of the specific
posting or the giving of the separate notice or (iv) by any other
electronic transmission as consented to by and when directed to the
stockholder. The stockholder consent necessary to permit electronic
transmission to such stockholder shall be deemed revoked and of no
force and effect if (A) the Corporation is unable to deliver by
electronic transmission two consecutive notices given by the
Corporation in accordance with the stockholder’s consent and
(B) the inability to deliver by electronic transmission becomes
known to the secretary, assistant secretary, transfer agent or
other agent of the Corporation responsible for the giving of
notice.


(d)           The
written certificate of an individual signing a notice of meeting,
setting forth the substance of the notice or having a copy thereof
attached thereto, the date the notice was mailed or personally
delivered to the stockholders and the addresses to which the notice
was mailed, shall be prima facie evidence of the manner and fact of
giving such notice and, in the absence of fraud, an affidavit of
the individual signing a notice of a meeting that the notice
thereof has been given by a form of electronic transmission shall
be prima facie evidence of the facts stated in the
affidavit.


(e)           Any
stockholder may waive notice of any meeting by a signed writing or
by transmission of an electronic record, either before or after the
meeting. Such waiver of notice shall be deemed the equivalent of
the giving of such notice.


 




 

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Section
2.5         
Determination of
Stockholders of Record.


 


(a)           For
the purpose of determining the stockholders entitled to (i) notice
of and to vote at any meeting of stockholders or any adjournment
thereof, (ii) receive payment of any distribution or the allotment
of any rights, or (iii) exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a
record date, which shall not be more than sixty (60) days nor less
than ten (10) days before the date of such meeting, if
applicable.


(b)           If
stockholder action by written consent is permitted under the
Articles of Incorporation and these Bylaws, the Board of Directors
may adopt a resolution prescribing a date upon which the
stockholders of record entitled to give written consent must be
determined. The date set by the Board of Directors must not precede
or be more than ten (10) days after the date the resolution setting
such date is adopted by the Board of Directors. If the Board of
Directors does not adopt a resolution setting a date upon which the
stockholders of record entitled to give written consent must be
determined, and:


(i)        
no prior action by the Board of Directors is required by the NRS,
then the date shall be the first date on which a valid written
consent is delivered to the Corporation in accordance with the NRS,
the Articles of Incorporation and these Bylaws; or


(ii)        
prior action by the Board of Directors is required by the NRS, then
the date shall be the close of business on the date that the Board
of Directors adopts the resolution.


(c)           If
no record date is fixed, the record date for determining
stockholders: (i) entitled to notice of and to vote at a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which 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; and (ii) for any other purpose shall
be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination
of stockholders of record entitled to notice of or to vote at any
meeting of stockholders shall apply to any postponement of any
meeting of stockholders to a date not more than sixty (60) days
after the record date or to any adjournment of the meeting;
provided that the Board of Directors may fix a new record date for
the adjourned meeting and must fix a new record date if the meeting
is adjourned to a date more than sixty (60) days later than the
date set for the original meeting.


Section
2.6        
Quorum; Adjourned
Meetings.


(a)           Unless
the Articles of Incorporation provide for a different proportion,
stockholders holding at least a majority of the voting power of the
Corporation’s capital stock, represented in person or by
proxy (regardless of whether the proxy has authority to vote on all
matters), are necessary to constitute a quorum for the transaction
of business at any meeting. If, on any issue, voting by classes or
series is required by the laws of the State of Nevada, the Articles
of Incorporation or these Bylaws, at least a majority of the voting
power, represented in person or by proxy (regardless of whether the
proxy has authority to vote on all matters), within each such class
or series is necessary to constitute a quorum of each such class or
series.


(b)           If
a quorum is not represented, a majority of the voting power
represented or the person presiding at the meeting may adjourn the
meeting from time to time until a quorum shall be represented. At
any such adjourned meeting at which a quorum shall be represented,
any business may be transacted which might otherwise have been
transacted at the adjourned meeting as originally called. When a
stockholders’ meeting is adjourned to another time or place
hereunder, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the
adjournment is taken. However, if a new record date is fixed for
the adjourned meeting, notice of the adjourned meeting must be
given to each stockholder of record as of the new record date. The
stockholders present at a duly convened meeting at which a quorum
is present may continue to transact business until adjournment,
notwithstanding the departure of enough stockholders to leave less
than a quorum of the voting power.


 




 

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Section
2.7        
Voting.


(a)           Unless
otherwise provided in the NRS, the Articles of Incorporation, or
any resolution providing for the issuance of preferred stock
adopted by the Board of Directors pursuant to authority expressly
vested in it by the provisions of the Articles of Incorporation,
each stockholder of record, or such stockholder’s duly
authorized proxy, shall be entitled to one (1) vote for each share
of voting stock standing registered in such stockholder’s
name at the close of business on the record date or the date
established by the Board of Directors in connection with
stockholder action by written consent, as applicable.


(b)           Except
as otherwise provided in these Bylaws, all votes with respect to
shares (including pledged shares) standing in the name of an
individual at the close of business on the record date, or the date
established by the Board of Directors in connection with
stockholder action by written consent, as applicable, shall be cast
only by that individual or such individual’s duly authorized
proxy. With respect to shares held by a representative of the
estate of a deceased stockholder, or a guardian, conservator,
custodian or trustee, even though the shares do not stand in the
name of such holder, votes may be cast by such holder upon proof of
such representative capacity. In the case of shares under the
control of a receiver, the receiver may vote such shares even
though the shares do not stand of record in the name of the
receiver but only if and to the extent that the order of a court of
competent jurisdiction which appoints the receiver contains the
authority to vote such shares. If shares stand of record in the
name of a minor, votes may be cast by the duly appointed guardian
of the estate of such minor only if such guardian has provided the
Corporation with written proof of such appointment.


(c)           With
respect to shares standing of record in the name of another
corporation, partnership, limited liability company or other legal
entity on the record date, votes may be cast: (i) in the case of a
corporation, by such individual as the bylaws of such other
corporation prescribe, by such individual as may be appointed by
resolution of the board of directors of such other corporation or
by such individual (including, without limitation, the officer
making the authorization) authorized in writing to do so by the
chairman of the Board of Directors, if any, the chief executive
officer, if any, the president or any vice president of such
corporation; and (ii) in the case of a partnership, limited
liability company or other legal entity, by an individual
representing such stockholder upon presentation to the Corporation
of satisfactory evidence of his or her authority to do
so.


(d)           Notwithstanding
anything to the contrary contained in these Bylaws and except for
the Corporation’s shares held in a fiduciary capacity, the
Corporation shall not vote, directly or indirectly, shares of its
own stock owned or held by it, and such shares shall not be counted
in determining the total number of outstanding shares entitled to
vote.


(e)           Any
holder of shares entitled to vote on any matter may cast a portion
of the votes in favor of such matter and refrain from casting the
remaining votes or cast the same against the proposal, except in
the case of elections of directors. If such holder entitled to vote
does vote any of such stockholder’s shares affirmatively and
fails to specify the number of affirmative votes, it will be
conclusively presumed that the holder is casting affirmative votes
with respect to all shares held.


(f)           With
respect to shares standing of record in the name of two or more
persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, spouses as community property, tenants
by the entirety, voting trustees or otherwise and shares held by
two or more persons (including proxy holders) having the same
fiduciary relationship in respect to the same shares, votes may be
cast in the following manner:


	
 

	
 (i)

	
 If only one person
votes, the vote of such person binds all.


	
 

	
 

	
 


	
 

	
 (ii)

	
 If more than one
person casts votes, the act of the majority so voting binds
all.


	
 

	
 

	
 


	
 

	
 (iii)

	
 If more than one
person casts votes, but the vote is evenly split on a particular
matter, the votes shall be deemed cast proportionately, as
split.






       





 

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(g)           If
a quorum is present, unless the Articles of Incorporation, these
Bylaws, the NRS, or other applicable law provide for a different
proportion, action by the stockholders entitled to vote on a
matter, other than the election of directors, is approved by and is
the act of the stockholders if the number of votes cast in favor of
the action exceeds the number of votes cast in opposition to the
action, unless voting by classes or series is required for any
action of the stockholders by the laws of the State of Nevada, the
Articles of Incorporation or these Bylaws, in which case the number
of votes cast in favor of the action by the voting power of each
such class or series must exceed the number of votes cast in
opposition to the action by the voting power of each such class or
series.


(h)           If
a quorum is present, directors shall be elected by a plurality of
the votes cast.


Section
2.8        
Proxies. At any
meeting of stockholders, any holder of shares entitled to vote may
designate, in a manner permitted by the laws of the State of
Nevada, another person or persons to act as a proxy or proxies. If
a stockholder designates two or more persons to act as proxies,
then a majority of those persons present at a meeting has and may
exercise all of the powers conferred by the stockholder or, if only
one is present, then that one has and may exercise all of the
powers conferred by the stockholder, unless the stockholder’s
designation of proxy provides otherwise. Every proxy shall continue
in full force and effect until its expiration or revocation in a
manner permitted by the laws of the State of Nevada.


Section
2.9        
Stockholder Action by
Written Consent. Any action required or permitted to be
taken at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting if, before or after the
action, a written consent thereto is (a) signed by stockholders
holding at least a majority of the voting power of the outstanding
capital stock of the Corporation entitled to vote on such action
(except that if a greater proportion of the voting power would be
required for such an action at a meeting, then that proportion of
written consents is required), and (b) delivered to the Corporation
by delivery to its registered office in the State of Nevada, its
principal place of business, or an officer or agent of the
Corporation having custody of the books in which proceedings of
meetings of stockholders are recorded. Any such delivery made to
the Corporation’s registered office shall be made by hand,
overnight courier or by certified or registered mail, return
receipt requested. In no instance where action is duly and properly
authorized by written consent need a meeting of stockholders be
called or, unless otherwise required by applicable law or any
certificate of designation relating to any series of Preferred
Stock, notice given.


Section 2.10       
Organization.


(a)           Meetings
of stockholders shall be presided over by the chairman of the Board
of Directors, or, in the absence of the chairman of the Board of
Directors, by the vice chairman of the Board of Directors, if any,
or if there be no vice chairman of the Board or in the absence of
the vice chairman of the Board, 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) 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, (iii) limitation on the time
allotted for consideration of each agenda item and for questions or
comments by meeting participants, (iv) restrictions on entry to
such meeting after the time prescribed for the commencement thereof
and (v) 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.




 

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(b)           The
chairman of the meeting may appoint one or more inspectors of
elections. 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.


(c)           Only
such persons who are nominated in accordance with the procedures
set forth in Section 2.12 shall be
eligible to be elected at any meeting of stockholders of the
Corporation to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in
Section 2.12. If any
proposed nomination or business was not made or proposed in
compliance with Section 2.12 (including
proper notice under Section 2.13 and including
whether the stockholder or beneficial owner, if any, on whose
behalf the nomination or proposal is made solicited (or is part of
a group which solicited) or did not so solicit, as the case may be,
proxies in compliance with such stockholder’s representation
pursuant to clause (a)(iv)(D) of Section
2.13), then the chairman of the meeting shall have the
power to declare that such nomination shall be disregarded or that
such proposed business shall not be transacted. If the stockholder
(or a qualified representative of the stockholder) does not appear
at the annual or special meeting of stockholders of the Corporation
to present a nomination or proposed business, such nomination shall
be disregarded and such proposed business shall not be transacted,
notwithstanding that proxies in respect of such vote may have been
received by the Corporation. For purposes of this Section
2.10, to be considered a qualified representative of the
stockholder, a person must be a duly authorized officer, manager or
partner of such stockholder or authorized by a writing executed by
such stockholder (or a reliable reproduction or electronic
transmission of the writing) delivered to the Corporation prior to
the making of such nomination or proposal at such meeting by such
stockholder stating that such person is authorized to act for such
stockholder as proxy at the meeting of stockholders.


Section
2.11        
Consent to
Meetings. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the
person objects at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called, noticed
or convened and except that attendance at a meeting is not a waiver
of any right to object to the consideration of matters not included
in the notice, to the extent such notice is required, if such
objection is expressly made at the time any such matters are
presented at the meeting. Neither the business to be transacted at
nor the purpose of any regular or special meeting of stockholders
need be specified in any written waiver of notice or consent,
except as otherwise provided in these Bylaws.


Section 2.12        
Director Nominations and
Business Conducted at Meetings of Stockholders. Nominations
of persons for election to the Board of Directors of the
Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders only
(i) by or at the direction of the Board of Directors or the
chairman of the Board of Directors or (ii) by any stockholder of
the Corporation who is entitled to vote on such matter at the
meeting, and who (A) has complied with the notice procedures set
forth in Section 2.13 and (B) was a
stockholder of record at the time such notice is delivered to the
secretary of the Corporation. Nominations of persons for election
to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the
Corporation’s notice of meeting (i) by or at the direction of
the Board of Directors or the chairman of the Board of Directors or
(ii) by any stockholder of the Corporation who is entitled to vote
on such matter at the meeting, who complied with the notice
procedures set forth in Section 2.13 and who was a
stockholder of record at the time such notice is delivered to the
secretary of the Corporation.




 

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Section
2.13        
Advance Notice of Director
Nominations and Stockholder Proposals by
Stockholders.



(a)           For
nominations or other business to be properly brought before an
annual meeting by a stockholder and for nominations to be properly
brought before a special meeting by a stockholder in each case
pursuant to Section 2.12, the
stockholder of record must have given timely notice thereof in
writing to the secretary of the Corporation, and, in the case of
business other than nominations, such other business must be a
proper matter for stockholder action. To be timely, a
stockholder’s notice shall be delivered to the secretary at
the principal executive offices of the Corporation not later than
the close of business on the 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 that in the event that the date of the annual meeting is
more than 30 days before or more than 70 days after such
anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the
120th day
prior to such annual meeting and not later than the close of
business on the later of the 90th day prior to such
annual meeting or the 10th day following the day on which public
announcement (as defined below) of the date of such meeting is
first made by the Corporation. In no event shall the public
announcement of an adjournment or postponement of an annual meeting
commence a new time period (or extend any time period) for the
giving of a stockholder’s notice as described above. The
notice must be provided by a stockholder of record and must set
forth:


(i)           as
to each person whom the stockholder proposes to nominate for
election or re-election as a director all information relating to
such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including such
person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected;


(ii)           as
to any other business that the stockholder proposes to bring before
the meeting, a brief description of the business desired to be
brought before the meeting, the text of the proposal or business
(including the text of any resolutions proposed for consideration
and in the event that such business includes a proposal to amend
the Bylaws, the language of the proposed amendment), the reasons
for conducting such business at the meeting and any substantial
interest (within the meaning of Item 5 of Schedule 14A under the
Exchange Act) in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is
made;


(iii)           as
to the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination is made or the business is
proposed: (A) the name and address of such stockholder, as they
appear on the Corporation's books, and the name and address of such
beneficial owner, (B) the class and number of shares of stock of
the Corporation which are owned of record by such stockholder and
such beneficial owner as of the date of the notice, and a
representation that the stockholder will notify the Corporation in
writing within five (5) business days after the record date for
such meeting of the class and number of shares of stock of the
Corporation owned of record by the stockholder and such beneficial
owner as of the record date for the meeting, and (C) a
representation that the stockholder intends to appear in person or
by proxy at the meeting to propose such nomination or
business;


(iv)           as
to the stockholder giving the notice or, if the notice is given on
behalf of a beneficial owner on whose behalf the nomination is made
or the business is proposed, as to such beneficial owner, and if
such stockholder or beneficial owner is an entity, as to each
director, executive, managing member or control person of such
entity (any such person, a “control person”): (A) the
class and number of shares of stock of the Corporation which are
beneficially owned (as defined below) by such stockholder or
beneficial owner and by any control person as of the date of the
notice, and a representation that the stockholder will notify the
Corporation in writing within five (5) business days after the
record date for such meeting of the class and number of shares of
stock of the Corporation beneficially owned by such stockholder or
beneficial owner and by any control person as of the record date
for the meeting, (B) a description of any agreement, arrangement or
understanding with respect to the nomination or other business
between or among such stockholder or beneficial owner or control
person and any other person, including without limitation any
agreements that would be required to be disclosed pursuant to Item
5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the
requirement to file a Schedule 13D is applicable to the
stockholder, beneficial owner or control person) and a
representation that the stockholder will notify the Corporation in
writing within five (5) business days after the record date for
such meeting of any such agreement, arrangement or understanding in
effect as of the record date for the meeting, (C) a description of
any agreement, arrangement or
understanding (including any derivative or short positions, profit
interests, options, hedging transactions, and borrowed or loaned
shares) that has been entered into as of the date of the
stockholder's notice by, or on behalf of, such stockholder or
beneficial owner and by any control person or any other person
acting in concert with any of the foregoing, the effect or intent
of which is to mitigate loss, manage risk or benefit from changes
in the share price of any class of the Corporation's stock, or
maintain, increase or decrease the voting power of the stockholder
or beneficial owner with respect to shares of stock of the
Corporation, and a representation that the stockholder will notify
the Corporation in writing within five (5) business days after the
record date for such meeting of any such agreement, arrangement or
understanding in effect as of the record date for the meeting, (D)
a representation whether the stockholder or the beneficial owner,
if any, and any control person will engage in a solicitation with
respect to the nomination or business and, if so, the name of each
participant (as defined in Item 4 of Schedule 14A under the
Exchange Act) in such solicitation and whether such person intends
or is part of a group which intends to deliver a proxy statement
and/or form of proxy to holders of at least the percentage of the
Corporation's outstanding stock required to approve or adopt the
business to be proposed (in person or by proxy) by the stockholder;
a



 

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(v)           a
certification that the stockholder giving the notice and the
beneficial owner(s), if any, on whose behalf the nomination is made
or the business is proposed, has or have complied with all
applicable federal, state and other legal requirements in
connection with such stockholder’s and/or each such
beneficial owner’s acquisition of shares of capital stock or
other securities of the Corporation and/or such stockholder’s
and/or each such beneficial owner’s acts or omissions as a
stockholder of the Corporation, including, without limitation, in
connection with such nomination or proposal.


(b)           The
Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to
determine the eligibility of such proposed nominee to serve as a
director of the Corporation, including information relevant to a
determination whether such proposed nominee can be considered an
independent director.


(c)           For
purposes of Section 2.13(a), a
“public announcement” shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or
a comparable national news service or in a document publicly filed
by the Corporation with the Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) of the Exchange Act. For
purposes of clause (a)(iv)(A) of this Section
2.13, shares shall be treated as “beneficially
owned” by a person if the person beneficially owns such
shares, directly or indirectly, for purposes of Section 13(d) of
the Exchange Act and Regulations 13D and 13G thereunder or has or
shares pursuant to any agreement, arrangement or understanding
(whether or not in writing): (i) the right to acquire such shares
(whether such right is exercisable immediately or only after the
passage of time or the fulfillment of a condition or both), (ii)
the right to vote such shares, alone or in concert with others
and/or (iii) investment power with respect to such shares,
including the power to dispose of, or to direct the disposition of,
such shares.


(d)           This
Section 2.13 shall not
apply to notice of a proposal to be made by a stockholder if the
stockholder has notified the Corporation of his or her intention to
present the proposal at an annual or special meeting only pursuant
to and in compliance with Rule 14a-8 under the Exchange Act and
such proposal has been included in a proxy statement that has been
prepared by the Corporation to solicit proxies for such
meeting.




 

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(e)           If
the stockholder does not provide the information required under
clause (a)(iii)(B) and clauses (a)(iv)(A)-(C) of this Section
2.13 to the Corporation within the time frames specified
herein, or if the stockholder (or a qualified representative of the
stockholder) does not appear at the annual or special meeting of
stockholders of the Corporation to present a nomination or proposed
business, such nomination shall be disregarded and such proposed
business shall not be transacted, notwithstanding that proxies in
respect of such vote may have been received by the Corporation. The
chairman of the meeting shall have the power to determine whether
notice of a nomination or of any business proposed to be brought
before the meeting was properly made in accordance with the
procedures set forth in this Section 2.13.
Notwithstanding the foregoing provisions hereof, a stockholder
shall also comply with all applicable requirements of the Act, and
the rules and regulations thereunder with respect to the matters
set forth herein.


Section 2.14        
Meetings Through
Electronic Communications. Stockholders may participate in a
meeting of the stockholders by any means of electronic
communications, videoconferencing, teleconferencing or other
available technology permitted under the NRS (including, without
limitation, a telephone conference or similar method of
communication by which all individuals participating in the meeting
can hear each other) and utilized by the Corporation. If any such
means are utilized, the Corporation shall, to the extent required
under the NRS, implement reasonable measures to (a) verify the
identity of each person participating through such means as a
stockholder and (b) provide the stockholders a reasonable
opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to
communicate, and to read or hear the proceedings of the meeting in
a substantially concurrent manner with such proceedings.
Participation in a meeting pursuant to this Section
2.14 constitutes presence in person at the
meeting.


ARTICLE
III


DIRECTORS


Section
3.1               
General Powers;
Performance of Duties. The business and affairs of the
Corporation shall be managed by or under the direction of the Board
of Directors, except as otherwise provided in Chapter 78 of the NRS
or the Articles of Incorporation.


Section 3.2       
         Number, Tenure, and
Qualifications.


(a)           The
Board of Directors shall consist of at least one (1) individual and
not more than nine (9) individuals, with the number of directors
within the foregoing fixed minimum and maximum established and
changed from time to time solely by resolution adopted by the Board
of Directors without amendment to these Bylaws or the Articles of
Incorporation. Each director shall hold office until his or her
successor shall be elected or appointed and qualified or until his
or her earlier death, retirement, disqualification, resignation or
removal. No reduction of the number of directors shall have the
effect of removing any director prior to the expiration of his or
her term of office. No provision of this Section
3.2 shall restrict the right of the Board of Directors
to fill vacancies or the right of the stockholders to remove
directors, each as provided in these Bylaws.


(b)           No
person shall qualify for service as a director of the Corporation
if he or she is a party to any compensatory, payment or other
financial agreement, arrangement or understanding with any person
or entity other than the Corporation, or has received any such
compensation or other payment from any person or entity other than
the Corporation, in each case in connection with candidacy or
service as a director of the Corporation; provided that agreements
providing only for indemnification and/or reimbursement of
out-of-pocket expenses in connection with candidacy as a director
(but not, for the avoidance of doubt, in connection with service as
a director) and any pre-existing employment agreement a candidate
has with his or her employer (not entered into in contemplation of
the employer’s investment in the Corporation or such
employee’s candidacy as a director), shall not be
disqualifying under this provision.


Section
3.3      
       Chairman of the Board. The
Board of Directors shall elect a chairman of the Board of Directors
from the members of the Board of Directors, who shall preside at
all meetings of the Board of Directors and stockholders at which he
or she shall be present and shall have and may exercise such powers
as may, from time to time, be assigned to him or her by the Board
of Directors, these Bylaws or as provided by law.




 

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Section
3.4     
        Vice Chairman of the Board. The
Board of Directors may elect a vice chairman of the Board of
Directors from the members of the Board of Directors who shall
preside at all meetings of the Board of Directors and stockholders
at which he or she shall be present and the chairman is not present
and shall have and may exercise such powers as may, from time to
time, be assigned to him or her by the Board of Directors, these
Bylaws or as provided by law.


Section
3.5      
      Removal and Resignation of
Directors. Subject to any rights of the holders of preferred
stock, if any, and except as otherwise provided in the NRS, any
director may be removed from office with or without cause by the
affirmative vote of the holders of not less than two-thirds (2/3)
of the voting power of the issued and outstanding stock of the
Corporation entitled to vote generally in the election of directors
(voting as a single class) excluding stock entitled to vote only
upon the happening of a fact or event unless such fact or event
shall have occurred. In addition, the Board of Directors of the
Corporation, by majority vote, may declare vacant the office of a
director who has been (a) declared incompetent by an order of a
court of competent jurisdiction, or (b) convicted of a felony. Any
director may resign effective upon giving written notice, unless
the notice specifies a later time for effectiveness of such
resignation, to the chairman of the Board of Directors, if any, the
president or the secretary, or in the absence of all of them, any
other officer of the Corporation.


Section
3.6    
        Vacancies; Newly Created
Directorships. Subject to any rights of the holders of
preferred stock, if any, any vacancies on the Board of Directors
resulting from death, resignation, retirement, disqualification,
removal from office, or other cause, and newly created
directorships resulting from any increase in the authorized number
of directors, may be filled by a majority vote of the directors
then in office or by a sole remaining director, in either case
though less than a quorum, and the director(s) so chosen shall hold
office for a term expiring at the next annual meeting of
stockholders and when their successors are elected or appointed, at
which the term of the class to which he or she has been elected
expires, or until his or her earlier resignation or removal. No
decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent
directors.


Section 3.7      
       Annual and Regular Meetings.
Within five (5) business days after the adjournment of the annual
or special meeting of the stockholders at which directors are
elected, the Board of Directors, including directors newly elected,
shall hold its annual meeting without call or notice, other than
this provision, to transact such business as is necessary or
appropriate. The Board of Directors may provide by resolution the
place, date, and hour for holding regular meetings between annual
meetings, and if the Board of Directors so provides with respect to
a regular meeting, notice of such regular meeting shall not be
required.


Section
3.8    
        Special Meetings. Subject to
any rights of the holders of preferred stock, if any, and except as
otherwise required by law, special meetings of the Board of
Directors may be called only by the chairman of the Board of
Directors, if any, or if there be no chairman of the Board of
Directors, by the chief executive officer, if any, or by the
president or the secretary, and shall be called by the chairman of
the Board of Directors, if any, the chief executive officer, if
any, the president, or the secretary upon the request of at least a
majority of the Board of Directors. If the chairman of the Board of
Directors, or if there be no chairman of the Board of Directors,
each of the chief executive officer, the president, and the
secretary, fails for any reason to call such special meeting, a
special meeting may be called by a notice signed by at least a
majority of the Board of Directors.


Section
3.9     
      Place of Meetings. Any regular
or special meeting of the Board of Directors may be held at such
place as the Board of Directors, or in the absence of such
designation, as the notice calling such meeting, may designate. A
waiver of notice signed by the directors may designate any place
for the holding of such meeting.




 

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Section
3.10          Notice of Meetings. Except as
otherwise provided in Section 3.8, there shall be
delivered to each director at the address appearing for him or her
on the records of the Corporation, at least twenty-four (24) hours
before the time of such meeting, a copy of a written notice of any
meeting (i) by delivery of such notice personally, (ii) by mailing
such notice postage prepaid, (iii) by facsimile, (iv) by overnight
courier, or (v) by electronic transmission or electronic writing,
including, without limitation, e-mail. If mailed to an address
inside the United States, the notice shall be deemed delivered two
(2) business days following the date the same is deposited in the
United States mail, postage prepaid. If mailed to an address
outside the United States, the notice shall be deemed delivered
four (4) business days following the date the same is deposited in
the United States mail, postage prepaid. If sent via overnight
courier, the notice shall be deemed delivered the business day
following the delivery of such notice to the courier. If sent via
facsimile, the notice shall be deemed delivered upon sender’s
receipt of confirmation of the successful transmission. If sent by
electronic transmission (including, without limitation, e-mail),
the notice shall be deemed delivered when directed to the e-mail
address of the director appearing on the records of the Corporation
and otherwise pursuant to the applicable provisions of NRS Chapter
75. If the address of any director is incomplete or does not appear
upon the records of the Corporation it will be sufficient to
address any notice to such director at the registered office of the
Corporation. Any director may waive notice of any meeting, and the
attendance of a director at a meeting and oral consent entered on
the minutes of such meeting shall constitute waiver of notice of
the meeting unless such director objects, prior to the transaction
of any business, that the meeting was not lawfully called, noticed
or convened. Attendance for the express purpose of objecting to the
transaction of business thereat because the meeting was not
properly called or convened shall not constitute presence or a
waiver of notice for purposes hereof.


 


Section
3.11          
Quorum; Adjourned
Meetings.


(a)           A
majority of the directors in office, at a meeting duly assembled,
is necessary to constitute a quorum for the transaction of
business.


(b)           At
any meeting of the Board of Directors where a quorum is not
present, a majority of those present may adjourn, from time to
time, until a quorum is present, and no notice of such adjournment
shall be required. At any adjourned meeting where a quorum is
present, any business may be transacted which could have been
transacted at the meeting originally called.


Section
3.12          
Manner of Acting.
The affirmative vote of a majority of the directors present at a
meeting at which a quorum is present is the act of the Board of
Directors.


Section
3.13          
Meetings Through
Electronic Communications. Members of the Board of Directors
or of any committee designated by the Board of Directors may
participate in a meeting of the Board of Directors or such
committee by any means of electronic communications,
videoconferencing, teleconferencing or other available technology
permitted under the NRS (including, without limitation, a telephone
conference or similar method of communication by which all
individuals participating in the meeting can hear each other) and
utilized by the Corporation. If any such means are utilized, the
Corporation shall, to the extent required under the NRS, implement
reasonable measures to (a) verify the identity of each person
participating through such means as a director or member of the
committee, as the case may be, and (b) provide the directors or
members of the committee a reasonable opportunity to participate in
the meeting and to vote on matters submitted to the directors or
members of the committee, including an opportunity to communicate,
and to read or hear the proceedings of the meeting in a
substantially concurrent manner with such proceedings.
Participation in a meeting pursuant to this Section
3.15 constitutes presence in person at the
meeting.


Section
3.14           
Action Without
Meeting. Any action required or permitted to be taken at a
meeting of the Board of Directors or of a committee thereof may be
taken without a meeting if, before or after the action, a written
consent thereto is signed by all of the members of the Board of
Directors or the committee. The written consent may be signed
manually or electronically (or by any other means then permitted
under the NRS), and may be so signed in counterparts, including,
without limitation, facsimile or email counterparts, and shall be
filed with the minutes of the proceedings of the Board of Directors
or committee.




 

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Section
3.15           
Powers and
Duties.


 


(a)           Except
as otherwise restricted by Chapter 78 of the NRS or the Articles of
Incorporation, the Board of Directors has full control over the
business and affairs of the Corporation. The Board of Directors may
delegate any of its authority to manage, control or conduct the
business of the Corporation to any standing or special committee,
or to any officer or agent, and to appoint any persons to be agents
of the Corporation with such powers, including the power to
subdelegate, and upon such terms as it deems fit.


(b)           The
Board of Directors, in its discretion, or the chairman presiding at
a meeting of stockholders, in his or her discretion, may submit any
contract or act for approval or ratification at any annual meeting
of the stockholders or any special meeting properly called and
noticed for the purpose of considering any such contract or act,
provided a quorum is present.


(c)           The
Board of Directors may, by resolution passed by at least a majority
of the Board of Directors, designate one or more committees,
provided that each such committee must have at least one director
of the Corporation as a member. Unless the articles of
incorporation, the charter of the committee, or the resolutions
designating the committee expressly require that all members of
such committee be directors of the Corporation, the Board of
Directors may appoint natural persons who are not directors of the
Corporation to serve on such committee. The Board of Directors may
designate one or more individuals as alternate members of any
committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a
member of a committee, 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
individual to act at the meeting in the place of any such absent or
disqualified member. Subject to applicable law and to the extent
provided in the resolution of the Board of Directors, any such
committee shall have and may exercise all the powers of the Board
of Directors in the management of the business and affairs of the
Corporation. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted
by the Board of Directors. The committees shall keep regular
minutes of their proceedings and report the same to the Board of
Directors when required.


Section
3.16         
Compensation. The
Board of Directors, without regard to personal interest, may
establish the compensation of directors for services in any
capacity. If the Board of Directors establishes the compensation of
directors pursuant to this Section 3.18, such
compensation is presumed to be fair to the Corporation unless
proven unfair by a preponderance of the evidence.


Section
3.17          
Organization.
Meetings of the Board of Directors shall be presided over by the
chairman of the Board of Directors, or in the absence of the
chairman of the Board of Directors by the vice chairman, if any, or
in his or her absence by a chairman chosen 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.


ARTICLE
IV


OFFICERS


Section
4.1             
Election. The Board
of Directors shall elect or appoint a president, a secretary and a
treasurer or the equivalents of such officers. Such officers shall
serve until their respective successors are elected and appointed
and shall qualify or until their earlier resignation or removal.
The Board of Directors may from time to time, by resolution, elect
or appoint such other officers and agents as it may deem advisable,
who shall hold office at the pleasure of the Board of Directors,
and shall have such powers and duties and be paid such compensation
as may be directed by the Board of Directors. Any individual may
hold two or more offices.


Section
4.2            
Removal;
Resignation. Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board of Directors
with or without cause. Any officer may resign at any time upon
written notice to the Corporation. Any such removal or resignation
shall be subject to the rights, if any, of the respective parties
under any contract between the Corporation and such officer or
agent.




 

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Section
4.3            
Vacancies. Any
vacancy in any office because of death, resignation, removal or
otherwise may be filled by the Board of Directors for the unexpired
portion of the term of such office.


 



Section
4.4           
Chief Executive
Officer. The Board of Directors may elect a chief executive
officer who, subject to the supervision and control of the Board of
Directors, shall have the ultimate responsibility for the
management and control of the business and affairs of the
Corporation, and perform such other duties and have such other
powers which are delegated to him or her by the Board of Directors,
these Bylaws or as provided by law.


Section
4.5            President.
The president, subject to the supervision and control of the Board
of Directors, shall in general actively supervise and control the
business and affairs of the Corporation. The president shall keep
the Board of Directors fully informed as the Board of Directors may
request and shall consult the Board of Directors concerning the
business of the Corporation. The president shall perform such other
duties and have such other powers which are delegated and assigned
to him or her by the Board of Directors, the chief executive
officer, if any, these Bylaws or as provided by law. The president
shall be the chief executive officer of the Corporation unless the
Board of Directors shall elect or appoint different individuals to
hold such positions.


Section
4.6            
Vice Presidents.
The Board of Directors may elect one or more vice presidents. In
the absence or disability of the president, or at the
president’s request, the vice president or vice presidents,
in order of their rank as fixed by the Board of Directors, and if
not ranked, the vice presidents in the order designated by the
Board of Directors, or in the absence of such designation, in the
order designated by the president, shall perform all of the duties
of the president, and when so acting, shall have all the powers of,
and be subject to all the restrictions on the president. Each vice
president shall perform such other duties and have such other
powers which are delegated and assigned to him or her by the Board
of Directors, the president, these Bylaws or as provided by
law.


Section
4.7           
Secretary. The
secretary shall attend all meetings of the stockholders, the Board
of Directors and any committees thereof, and shall keep, or cause
to be kept, the minutes of proceedings thereof in books provided
for that purpose. He or she shall keep, or cause to be kept, a
register of the stockholders of the Corporation and shall be
responsible for the giving of notice of meetings of the
stockholders, the Board of Directors and any committees, and shall
see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law. The secretary
shall be custodian of the corporate seal, if any, the records of
the Corporation, the stock certificate books, transfer books and
stock ledgers, and such other books and papers as the Board of
Directors or any appropriate committee may direct. The secretary
shall perform all other duties commonly incident to his or her
office and shall perform such other duties which are assigned to
him or her by the Board of Directors, the chief executive officer,
if any, the president, these Bylaws or as provided by
law.


Section
4.8             
Assistant
Secretaries. An assistant secretary shall, at the request of
the secretary, or in the absence or disability of the secretary,
perform all the duties of the secretary. He or she shall perform
such other duties as are assigned to him or her by the Board of
Directors, the chief executive officer, if any, the president,
these Bylaws or as provided by law.


Section
4.9               
Treasurer. The
treasurer, subject to the order of the Board of Directors, shall
have the care and custody of, and be responsible for, all of the
money, funds, securities, receipts and valuable papers, documents
and instruments of the Corporation, and all books and records
relating thereto. The treasurer shall keep, or cause to be kept,
full and accurate books of accounts of the Corporation’s
transactions, which shall be the property of the Corporation, and
shall render financial reports and statements of condition of the
Corporation when so requested by the Board of Directors, the
chairman of the Board of Directors, if any, the chief executive
officer, if any, or the president. The treasurer shall perform all
other duties commonly incident to his or her office and such other
duties as may, from time to time, be assigned to him or her by the
Board of Directors, the chief executive officer, if any, the
president, these Bylaws or as provided by law. The treasurer shall,
if required by the Board of Directors, give bond to the Corporation
in such sum and with such security as shall be approved by the
Board of Directors for the faithful performance of all the duties
of the treasurer and for restoration to the Corporation, in the
event of the treasurer’s death, resignation, retirement or
removal from office, of all books, records, papers, vouchers, money
and other property in the treasurer’s custody or control and
belonging to the Corporation. The expense of such bond shall be
borne by the Corporation. If a chief financial officer of the
Corporation has not been appointed, the treasurer may be deemed the
chief financial officer of the Corporation.




 

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Section
4.10             
Assistant
Treasurers. An assistant treasurer shall, at the request of
the treasurer, or in the absence or disability of the treasurer,
perform all the duties of the treasurer. He or she shall perform
such other duties which are assigned to him or her by the Board of
Directors, the chief executive officer, if any, the president, the
treasurer, these Bylaws or as provided by law. The Board of
Directors may require an assistant treasurer to give a bond to the
Corporation in such sum and with such security as it may approve,
for the faithful performance of the duties of the assistant
treasurer, and for restoration to the Corporation, in the event of
the assistant treasurer’s death, resignation, retirement or
removal from office, of all books, records, papers, vouchers, money
and other property in the assistant treasurer’s custody or
control and belonging to the Corporation. The expense of such bond
shall be borne by the Corporation.


 


Section
4.11            
Execution of Negotiable
Instruments, Deeds and Contracts. All (i) checks, drafts,
notes, bonds, bills of exchange, and orders for the payment of
money of the Corporation, (ii) deeds, mortgages, proxies, powers of
attorney and other written contracts, documents, instruments and
agreements to which the Corporation shall be a party and (iii)
assignments or endorsements of stock certificates, registered bonds
or other securities owned by the Corporation shall be signed in the
name of the Corporation by such officers or other persons as the
Board of Directors may from time to time designate. The Board of
Directors may authorize the use of the facsimile signatures of any
such persons. Any officer of the Corporation shall be authorized to
attend, act and vote, or designate another officer or an agent of
the Corporation to attend, act and vote, at any meeting of the
owners of any entity in which the Corporation may own an interest
or to take action by written consent in lieu thereof. Such officer
or agent, at any such meeting or by such written action, shall
possess and may exercise on behalf of the Corporation any and all
rights and powers incident to the ownership of such
interest.


ARTICLE
V


CAPITAL
STOCK


Section
5.1               
Issuance. Shares of
the Corporation’s authorized capital stock shall, subject to
any provisions or limitations of the laws of the State of Nevada,
the Articles of Incorporation or any contracts or agreements to
which the Corporation may be a party, be issued in such manner, at
such times, upon such conditions and for such consideration as
shall be prescribed by the Board of Directors.


Section
5.2               
Stock Certificates and
Uncertificated Shares.


(a)           Every
holder of stock in the Corporation shall be entitled to have a
certificate signed by or in the name of the Corporation by (i) the
chief executive officer, if any, the president, or a vice
president, and (ii) the secretary, an assistant secretary, the
treasurer or the chief financial officer, if any, of the
Corporation (or any other two officers or agents so authorized by
the Board of Directors), certifying the number of shares of stock
owned by him, her or it in the Corporation; provided that the Board
of Directors may authorize the issuance of uncertificated shares of
some or all of any or all classes or series of the
Corporation’s stock. Any such issuance of uncertificated
shares shall have no effect on existing certificates for shares
until such certificates are surrendered to the Corporation, or on
the respective rights and obligations of the stockholders. Whenever
any such certificate is countersigned or otherwise authenticated by
a transfer agent or a transfer clerk and by a registrar (other than
the Corporation), then a facsimile of the signatures of any
corporate officers or agents, the transfer agent, transfer clerk or
the registrar of the Corporation may be printed or lithographed
upon the certificate in lieu of the actual signatures. In the event
that any officer or officers who have signed, or whose facsimile
signatures have been used on any certificate or certificates for
stock cease to be an officer or officers because of death,
resignation or other reason, before the certificate or certificates
for stock have been delivered by the Corporation, the certificate
or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed
the certificate or certificates, or whose facsimile signature or
signatures have been used thereon, had not ceased to be an officer
or officers of the Corporation.




 

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(b)           Within
a reasonable time after the issuance or transfer of uncertificated
shares, the Corporation shall send to the registered owner thereof
a written statement certifying the number and class (and the
designation of the series, if any) of the shares owned by such
stockholder in the Corporation and any restrictions on the transfer
or registration of such shares imposed by the Articles of
Incorporation, these Bylaws, any agreement among stockholders or
any agreement between the stockholders and the Corporation, and, at
least annually thereafter, the Corporation shall provide to such
stockholders of record holding uncertificated shares, a written
statement confirming the information contained in such written
statement previously sent. Except as otherwise expressly provided
by the NRS, the rights and obligations of the stockholders of the
Corporation shall be identical whether or not their shares of stock
are represented by certificates.


 


(c)           Each
certificate representing shares shall state the following upon the
face thereof: the name of the state of the Corporation’s
organization; the name of the person to whom issued; the number and
class of shares and the designation of the series, if any, which
such certificate represents; the par value of each share, if any,
represented by such certificate or a statement that the shares are
without par value. Certificates of stock shall be in such form
consistent with law as shall be prescribed by the Board of
Directors. No certificate shall be issued until the shares
represented thereby are fully paid. In addition to the foregoing,
all certificates 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
or such other federal, state or local laws or regulations then in
effect.


Section
5.3             
Surrendered; Lost or
Destroyed Certificates. All certificates surrendered to the
Corporation, except those representing shares of treasury stock,
shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been
canceled, except that in case of a lost, stolen, destroyed or
mutilated certificate, a new one may be issued therefor. However,
any stockholder applying for the issuance of a stock certificate in
lieu of one alleged to have been lost, stolen, destroyed or
mutilated shall, prior to the issuance of a replacement, provide
the Corporation with his, her or its affidavit of the facts
surrounding the loss, theft, destruction or mutilation and, if
required by the Board of Directors, an indemnity bond in an amount
not less than twice the current market value of the stock, and upon
such terms as the treasurer or the Board of Directors shall require
which shall indemnify the Corporation against any loss, damage,
cost or inconvenience arising as a consequence of the issuance of a
replacement certificate.


Section
5.4             
Replacement
Certificate. When the Articles of Incorporation are amended
in any way affecting the statements contained in the certificates
for outstanding shares of capital stock of the Corporation or it
becomes desirable for any reason, in the discretion of the Board of
Directors, including, without limitation, the merger of the
Corporation with another Corporation or the conversion or
reorganization of the Corporation, to cancel any outstanding
certificate for shares and issue a new certificate therefor
conforming to the rights of the holder, the Board of Directors may
order any holders of outstanding certificates for shares to
surrender and exchange the same for new certificates within a
reasonable time to be fixed by the Board of Directors. The order
may provide that a holder of any certificate(s) ordered to be
surrendered shall not be entitled to vote, receive distributions or
exercise any other rights of stockholders of record until the
holder has complied with the order, but the order operates to
suspend such rights only after notice and until
compliance.


Section
5.5           
    Transfer of Shares. No transfer
of stock shall be valid as against the Corporation except on
surrender and cancellation of any certificate(s) therefor
accompanied by an assignment or transfer by the registered owner
made either in person or under assignment. Whenever any transfer
shall be expressly made for collateral security and not absolutely,
the collateral nature of the transfer shall be reflected in the
entry of transfer in the records of the Corporation.


Section
5.6           
     Transfer Agent; Registrars. The
Board of Directors may appoint one or more transfer agents,
transfer clerks and registrars of transfer and may require all
certificates for shares of stock to bear the signature of such
transfer agents, transfer clerks and/or registrars of
transfer.


Section
5.7           
    Miscellaneous. The Board of
Directors shall have the power and authority to make such rules and
regulations not inconsistent herewith as it may deem expedient
concerning the issue, transfer, and registration of certificates
for shares of the Corporation’s stock.




 

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Section
5.8               
Inapplicability of
Controlling Interest Statutes. Notwithstanding any other
provision in these Bylaws to the contrary, and in accordance with
the provisions of NRS 78.378, the provisions of NRS 78.378 to
78.3793, inclusive, or any successor statutes, relating to
acquisitions of controlling interests in the Corporation shall not
apply to the Corporation or to any acquisition of any shares of the
Corporation’s capital stock.


 


ARTICLE
VI


DISTRIBUTIONS


Distributions may
be declared, subject to the provisions of the laws of the State of
Nevada and the Articles of Incorporation, by the Board of Directors
and may be paid in money, shares of corporate stock, property or
any other medium permitted under applicable law. The Board of
Directors may fix in advance a record date, in accordance with and
as provided in Section 2.5, prior to the
distribution for the purpose of determining stockholders entitled
to receive any distribution.


ARTICLE
VII


RECORDS
AND REPORTS; CORPORATE SEAL; FISCAL YEAR


Section
7.1               
Records. All
original records of the Corporation, shall be kept at the principal
office of the Corporation by or under the direction of the
secretary or at such other place or by such other person as may be
prescribed by these Bylaws or the Board of Directors.


Section
7.2               
Corporate Seal. The
Board of Directors may, by resolution, authorize a seal, and the
seal may be used by causing it, or a facsimile, to be impressed or
affixed or reproduced or otherwise. Except as otherwise
specifically provided in these Bylaws, any officer of the
Corporation shall have the authority to affix the seal to any
document requiring it.


Section
7.3                
Fiscal Year-End.
The fiscal year-end of the Corporation shall be such date as may be
fixed from time to time by resolution of the Board of
Directors.



 

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ARTICLE
VIII


 


INDEMNIFICATION


Section
8.1                
Indemnification and
Insurance.



(a)           Indemnification
of Directors and Officers.


(i)           For
purposes of this Article VIII, (A)
“Indemnitee”
shall mean each director or officer who was or is a party to, or is
threatened to be made a party to, or is otherwise involved in, any
Proceeding (as defined below), by reason of the fact that he or she
is or was a director, officer, employee or agent (including,
without limitation, as a trustee, fiduciary, administrator or
manager) of the Corporation or any predecessor entity thereof, or
is or was serving in any capacity at the request of the Corporation
as a director, officer, employee or agent (including, without
limitation, as a trustee, fiduciary administrator, partner, member
or manager) of, or in any other capacity for, another corporation
or any partnership, joint venture, limited liability company,
trust, or other enterprise; and (B) “Proceeding” shall mean any
threatened, pending, or completed action, suit or proceeding
(including, without limitation, an action, suit or proceeding by or
in the right of the Corporation), whether civil, criminal,
administrative, or investigative.


(ii)           Each
Indemnitee shall be indemnified and held harmless by the
Corporation to the fullest extent permitted by the laws of the
State of Nevada, against all expense, liability and loss
(including, without limitation, attorneys’ fees, judgments,
fines, taxes, penalties, and amounts paid or to be paid in
settlement) reasonably incurred or suffered by the Indemnitee in
connection with any Proceeding; provided that such Indemnitee
either is not liable pursuant to NRS 78.138 or acted in good faith
and in a manner such Indemnitee reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect
to any Proceeding that is criminal in nature, had no reasonable
cause to believe that his or her conduct was unlawful. The
termination of any Proceeding by judgment, order, settlement,
conviction or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a
presumption that the Indemnitee is liable pursuant to NRS 78.138 or
did not act in good faith and in a manner in which he or she
reasonably believed to be in or not opposed to the best interests
of the Corporation, or that, with respect to any criminal
proceeding he or she had reasonable cause to believe that his or
her conduct was unlawful. The Corporation shall not indemnify an
Indemnitee for any claim, issue or matter as to which the
Indemnitee has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the
Corporation or for any amounts paid in settlement to the
Corporation, unless and only to the extent that the court in which
the Proceeding was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances
of the case, the Indemnitee is fairly and reasonably entitled to
indemnity for such amounts as the court deems proper. Except as so
ordered by a court and for advancement of expenses pursuant to this
Section 8.1(a),
indemnification may not be made to or on behalf of an Indemnitee if
a final adjudication establishes that his or her acts or omissions
involved intentional misconduct, fraud or a knowing violation of
law and was material to the cause of action. Notwithstanding
anything to the contrary contained in these Bylaws, no director or
officer may be indemnified for expenses incurred in defending any
threatened, pending, or completed action, suit or proceeding
(including without limitation, an action, suit or proceeding by or
in the right of the Corporation), whether civil, criminal,
administrative or investigative, that such director or officer
incurred in his or her capacity as a stockholder.


(iii)           Indemnification
pursuant to this Section 8.1(a) shall
continue as to an Indemnitee who has ceased to be a director or
officer of the Corporation or a director, officer, employee, agent,
partner, member, manager or fiduciary of, or to serve in any other
capacity for, another corporation or any partnership, joint
venture, limited liability company, trust, or other enterprise and
shall inure to the benefit of his or her heirs, executors and
administrators.


(iv)           The
expenses of Indemnitees must be paid by the Corporation or through
insurance purchased and maintained by the Corporation or through
other financial arrangements made by the Corporation, as such
expenses are incurred and in advance of the final disposition of
the Proceeding, upon receipt of an undertaking by or on behalf of
such Indemnitee to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he or she is not entitled
to be indemnified by the Corporation. To the extent that an
Indemnitee is successful on the merits or otherwise in defense of
any Proceeding, or in the defense of any claim, issue or matter
therein, the Corporation shall indemnify him or her against
expenses, including attorneys’ fees, actually and reasonably
incurred in by him or her in connection with the
defense.


(b)        
 Indemnification of
Employees and Other Persons. The Corporation may, by action
of its Board of Directors and to the extent provided in such
action, indemnify employees and other persons as though they were
Indemnitees.


(c)           
Non-Exclusivity of
Rights. The rights to indemnification provided in this
Article VIII shall not be
exclusive of any other rights that any person may have or hereafter
acquire under any statute, provision of the Articles of
Incorporation or these Bylaws, agreement, vote of stockholders or
directors, or otherwise.


(d)            
Insurance. The
Corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any Indemnitee for any
liability asserted against him or her and liability and expenses
incurred by him or her in his or her capacity as a director,
officer, employee, member, managing member or agent, or arising out
of his or her status as such, whether or not the Corporation has
the authority to indemnify him or her against such liability and
expenses.




 

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(e)           Other
Financial Arrangements. The other financial arrangements
which may be made by the Corporation may include the following (i)
the creation of a trust fund; (ii) the establishment of a program
of self-insurance; (iii) the securing of its obligation of
indemnification by granting a security interest or other lien on
any assets of the Corporation; and (iv) the establishment of a
letter of credit, guarantee or surety. No financial arrangement
made pursuant to this subsection may provide protection for a
person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional
misconduct, fraud, or a knowing violation of law, except with
respect to advancement of expenses or indemnification ordered by a
court.


 


(f)           Other
Matters Relating to Insurance or Financial Arrangements. Any
insurance or other financial arrangement made on behalf of a person
pursuant to this Section 8.1 may be provided
by the Corporation or any other person approved by the Board of
Directors, even if all or part of the other person’s stock or
other securities is owned by the Corporation. In the absence of
fraud, (i) the decision of the Board of Directors as to the
propriety of the terms and conditions of any insurance or other
financial arrangement made pursuant to this Section
8.1 and the choice of the person to provide the
insurance or other financial arrangement is conclusive; and (ii)
the insurance or other financial arrangement is not void or
voidable and does not subject any director approving it to personal
liability for his action; even if a director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.


Section
8.2                 
Amendment. The
provisions of this Article VIII relating to
indemnification shall constitute a contract between the Corporation
and each of its directors and officers which may be modified as to
any director or officer only with that person’s consent or as
specifically provided in this Section 8.2.
Notwithstanding any other provision of these Bylaws relating to
their amendment generally, any repeal or amendment of this Article
VIII which is adverse to any director or officer shall
apply to such director or officer only on a prospective basis, and
shall not limit the rights of an Indemnitee to indemnification with
respect to any action or failure to act occurring prior to the time
of such repeal or amendment. Notwithstanding any other provision of
these Bylaws (including, without limitation, Article
X), no repeal or amendment of these Bylaws shall affect
any or all of this Article VIII so as to limit
or reduce the indemnification in any manner unless adopted by (i)
the unanimous vote of the directors of the Corporation then
serving, or (ii) by the stockholders as set forth in Article
X; provided that no such amendment shall have a
retroactive effect inconsistent with the preceding
sentence.


ARTICLE
IX


CHANGES
IN NEVADA LAW


References in these
Bylaws to the laws of the State of Nevada or the NRS or to any
provision thereof shall be to such law as it existed on the date
these Bylaws were adopted or as such law thereafter may be changed;
provided that (i) in the case of any change which expands the
liability of directors or officers or limits the indemnification
rights or the rights to advancement of expenses which the
Corporation may provide in Article VIII, the rights to
limited liability, to indemnification and to the advancement of
expenses provided in the Articles of Incorporation and/or these
Bylaws shall continue as theretofore to the extent permitted by
law; and (ii) if such change permits the Corporation, without the
requirement of any further action by stockholders or directors, to
limit further the liability of directors or limit the liability of
officers or to provide broader indemnification rights or rights to
the advancement of expenses than the Corporation was permitted to
provide prior to such change, then liability thereupon shall be so
limited and the rights to indemnification and the advancement of
expenses shall be so broadened to the extent permitted by
law.


ARTICLE X


AMENDMENT OR
REPEAL


   
            In
furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to amend or
repeal these Bylaws or to adopt new bylaws. The Board of Directors
shall have the exclusive authority to adopt, amend or repeal these
Bylaws as set forth in the Articles of Incorporation.




 

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CERTIFICATION


The
undersigned, as the duly elected Secretary of Innovus
Pharmaceuticals, Inc., a Nevada corporation (the
“Corporation”),
does hereby certify that the Board of Directors of the Corporation
adopted the foregoing Amended and Restated Bylaws as of October 10,
2016.


 

   
           
           
           
           
           
           
           
/s/Bassam
Damaj                                                                 


Dr.
Bassam Damaj, Secretary


 




 

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