Exhibit 3.5





BYLAWS



OF



GELSTAT
CORPORATION





Article
I. Meetings of Shareholders



Section
1. Annual Meeting. The annual meeting of the shareholders of this Corporation shall be held at the time and place designated
by the Board of Directors of the Corporation. Business transacted at the annual meeting shall include the election of directors
of the Corporation.



Section
2. Special Meetings. Special meetings of the shareholders shall be held when directed by the Board of Directors, or when requested
in writing by the holders of not less than 10 percent of all the shares entitled to vote at the meeting.



Section
3. Place. Meetings of shareholders may be held within or without the State of Delaware.



Section
4. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the meeting, either
personally or by first class mail, by or at the direction of the president, the secretary, or the officer or persons calling the
meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books
of the Corporation, with postage there on prepaid. The provisions of Section 229 of the Delaware General Corporation Law (the “DGCL”)
as to waiver of notice are applicable.



Section
5. Notice of Adjourned Meetings. When a meeting is adjourned to another time or place, it shall not be necessary to give any
notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original
date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting,
a notice of adjourned meeting, shall be given as provided in this section to each shareholder of record on the new record date
entitled to vote at such meeting.



Section
6. Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other purpose, the Board of Directors may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any case, 60 days. If the stock transfer books shall be closed for the purpose
of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least
10 days immediately preceding such meeting.



In
lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for the determination
of shareholders, such date in any case to be not more than 60 days and, in case of a meeting of shareholders, not less than 10
days prior to the date on which the particular action requiring such determination of shareholders is to be taken.



If
the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or
to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the day preceding the day on which
notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted,
as the case may be, shall be the record date for such determination of shareholders.



When
a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.



Section
7. Shareholder Quorum and Voting. A majority of the outstanding shares of each class or series of voting stock then entitled
to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business
is required to be voted on by a class or series of stock, a majority of the outstanding shares of such class or series shall constitute
a quorum for the transaction of such item of business by that class or series.



If a quorum is present, the affirmative
vote of the majority of the votes cast for or against a proposal (excluding abstentions) shall be the act of the stockholders unless
otherwise provided by the Delaware General Corporation Law, by applicable stock exchange rules, by the certificate of incorporation
or these bylaws; provided, however that the directors of the Company shall be elected by a plurality of such shares.



After
a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the
number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of
any action taken at the meeting or any adjournment thereof.



Section
8. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to
a vote at a meeting of shareholders.



Treasury
shares, shares of stock of this Corporation owned by another corporation, the majority of the voting stock of which is owned or
controlled by this Corporation, and shares of stock of this Corporation, held by it in a fiduciary capacity shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given
time.



A
shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact.



At
each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy,
the number of shares owned by him for as many persons as there are directors to be elected at that time and for whose election
he has a right to vote.



Shares
standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the
bylaws of the corporate shareholder; or, in the absence of any applicable bylaw, by such person as the Board of Directors of the
corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the bylaws or
other instrument of the corporate shareholder. In the absence of any such designation, or in case of conflicting designation by
the corporate shareholder, the chairman of the board, president, any vice president, secretary and treasurer of the corporate shareholder
shall be presumed to possess, in that order, authority to vote such shares.



Shares
held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer
of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.



Shares
standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of
the court by which such receiver was appointed.



A
shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name
of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.



On
and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum
sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to
pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote
on any matter and shall not be deemed to be outstanding shares.



Section
9. Proxies. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting
of a shareholders’ duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy.



Every
proxy must be signed by the shareholder or his attorney in-fact. No proxy shall be valid after the expiration of three years from
the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing
it, except as otherwise provided by law.



The
authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the
proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received
by the corporate officer responsible for maintaining the list of shareholders.



If
a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present
at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy; but if the proxy holders
present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares
shall be prorated.



If
a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place.



Section
10. Action by Shareholders without a Meeting. Any action required by law, these bylaws, or the certificate of incorporation
of this Corporation to be taken at any annual or special meeting of shareholders of the Corporation, or any action which may be
taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. If any class of shares is entitled to vote thereon as a class, such written consent
shall be required of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of
the total shares entitled to vote thereon.



Promptly
after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing.
If the action be a merger or consolidation for which appraisal rights are provided under the DGCL, the notice shall be given in
accordance with Section 262(d)(2) of the Act, as amended.



Section 11. Advance Notice of Shareholder Nominees
and Shareholder Business.



To be properly brought
before an annual meeting or special meeting, nominations for the election of directors or other business must be:



| | (a) | specified in the notice of meeting (or any supplement thereto) given
by or at the direction of 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 shareholder.
| | --- | ---------------------------------------------------------------



For such other nominations
or other business to be considered properly brought before the meeting by a shareholder, such shareholder must have given timely
notice and in proper form of his intent to bring such business before such meeting. To be timely, such shareholder’s notice
must be delivered to or mailed and received by the secretary of the Corporation not less than 90 days prior to the meeting; provided,
however, that in the event that less than 100 days notice of prior public disclosure of the date of the meeting is given or made
to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. To be in proper
form, a shareholder’s notice to the secretary shall set forth:



| | (i) | the name and address of the shareholder who intends to make the nominations,
propose the business, and, as the case may be, the name and address of the person or persons to be nominated or the nature of the
business to be proposed;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | a representation that the shareholder is a holder of record of stock
of the Corporation entitled to vote at such meeting and, if applicable, intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice or introduced the business specified in the notice;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | if applicable, a description of all arrangements or understandings
between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder;
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | such other information regarding each nominee or each matter of business
to be proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of
the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, or the matter been proposed,
or intended to be proposed by the Board of Directors; and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | if applicable, the consent of each nominee to serve as director of
the Corporation if so elected.
| | --- | -------------------------------------------------------------------------------------------------



The chairman of the meeting
may refuse to acknowledge the nomination of any person or the proposal of any business not made in compliance with the foregoing
procedure.



Article
II. Directors



Section
1. Function All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation
shall be managed under the direction of, the Board of Directors.



Section
2. Qualification. Directors need not be residents of this state or shareholders of this Corporation.



Section
3. Compensation. The Board of Directors shall have authority to fix the compensation of directors.



Section
4. Duties of Directors. A director shall perform his duties as a director, including his duties as a member of any committee
of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation,
and with such care as an ordinarily prudent person in a like position would use under similar circumstances.



In
performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented by:



(a)	one
or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters
presented,



(b)	counsel,
public accountants or other persons as to matters which the director reasonably believes to be within such person’s professional
or expert competence, or



(c)	a
committee of the board upon which he does not serve, duly designated in accordance with a provision of the certificate of incorporation
or the bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.



A
director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause
such reliance described above to be unwarranted.



A
person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director
of the Corporation.



Section
5. Presumption of Assent. A director of the Corporation who is present at a meeting of its Board of Directors at which action
on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or
abstains from voting in respect thereto because of an asserted conflict of interest.



Section
6. Number. This Corporation shall have no less than three nor greater than nine directors. The number of directors may be established
from time to time by resolution of the Board of Directors, but no decrease shall have the effect of shortening the terms of any
incumbent director.



Section
7. Election and Term. Each person named in the certificate of incorporation as a member of the initial Board of Directors and
all other directors appointed by the Board of Directors to fill vacancies thereof shall hold office until the first annual meeting
of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office
or death.



At
the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for the term for which he is elected and until his successor
shall have been elected and qualified or until his earlier resignation, removal from office or death.



Section
8. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the
number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of
the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the
shareholders.



Section
9. Removal of Directors. At a meeting of the shareholders called expressly for that purpose, any director or the entire Board
of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares of each class or series
of voting stock, present in person or by proxy, then entitled to vote at an election of directors.



Section
10. Quorum and Voting. A majority of the number of directors fixed by these bylaws shall constitute a quorum for the transaction
of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the
Board of Directors.



Section
11. Director Conflicts of Interest. No contract or other transaction between this Corporation and one or more of its directors
or any other corporation, firm, association or entity in which one or more of the directors are directors or officers or are financially
interested, shall be either void or voidable because of such relationship or interest or because such director or directors are
present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:



(a)	The
fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or
ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of
such interested directors; or



(b)	The
fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or
ratify such contract or transaction by vote or written consent; or



(c)	The
contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the board, a committee 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 a committee thereof which authorizes, approves or ratifies such contract or transaction.



Section
12. Place of Meeting. Regular and special meetings by the Board of Directors may be held within or without the State of Delaware.



Section
13. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice on the second
Tuesday of September of each year. Notice of the time and place of special meetings of the Board of Directors shall be given to
each director by either personal delivery, any form of electronic notice including facsimile transmission, as long as the director
is able to retain a copy of the notice, or telegram at least one day before the meeting.



Notice
of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the
meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations
to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director
states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called
or convened.



Neither
the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.



A
majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another
time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment
and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.



Meetings
of the Board of Directors may be called by the president of the Corporation or by any director.



Members
of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such
means shall constitute presence in person at a meeting.



Section
14. Action Without a Meeting. Any action required to be taken at a meeting of the directors of the Corporation, or any action
which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action
to be taken, signed by all of the directors, is filed in the minutes of the proceedings of the Board. Such consent shall have the
same effect as a unanimous vote.



Section
15. Committees. The Board of Directors may designate from among its members such committees it deems prudent, such as, but
not limited to, an executive committee, audit committee, compensation committee, finance committee and a litigation committee.



Article
III. Officers



Section
1. Officers. The officers of this Corporation shall consist of a chief executive officer, president, vice president of finance
and any other vice presidents designated by the Board of Directors, secretary, and treasurer, and such other officers as may be
designated by the Board of Directors, each of whom shall be elected by the Board of Directors from time to time. Any two or more
offices may be held by the same person. The failure to elect any of the above officers shall not affect the existence of this Corporation.



Section
2. Duties. The officers of this Corporation shall have the following duties and such other duties as delegated by the chief
executive officer.



The
chief executive officer of the Corporation shall have general and active management of the business and affairs of the Corporation
subject to the directions of the Board of Directors, and shall preside at all meetings of the shareholders and the Board of Directors.



The
president shall be the chief operating officer of the Corporation, and shall act whenever the chief executive officer shall be
unavailable.



The
vice president of finance shall be the chief financial and chief accounting officer. He shall keep correct and complete records
of account, showing accurately at all times the financial condition of the corporation. He shall furnish at meetings of the Board
of Directors, or whenever requested, a statement of the financial condition of the Corporation and shall perform such other duties
as the bylaws provide or the Board of Directors may prescribe.



Any
other vice president(s) shall perform such duties as may be prescribed by the Board of Directors or the president and shall act
whenever the president shall be unavailable.



The
secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes
of all meetings of the shareholders and whenever else required by the Board of Directors or the president, and shall perform such
other duties as may be prescribed by the Board of Directors.



The
treasurer shall be the legal custodian of all monies, notes, securities and other valuables that may from time to time come into
the possession of the Corporation. He shall immediately deposit all funds of the Corporation coming into his hands in some reliable
bank or other depositary to be designated by the Board of Directors and shall keep this bank account in the name of the Corporation.



Section
3. Removal of Officers. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever
in its judgment the best interests of the Corporation will be served thereby.



Any
officer or agent elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have
authorized the directors to remove such officer or agent.



Any
vacancy, however, occurring, in any office may be filled by the Board of Directors, unless the bylaws shall have expressly reserved
such power to the shareholders.



Removal
of any officer shall be without prejudice to the contract rights, if any, of the person so removed; however, election or appointment
of an officer or agent shall not of itself create contract rights.



Article
IV. Stock Certificates



Section
1. Issuance. Every holder of shares in this Corporation shall be entitled to have a certificate, representing all shares to
which he is entitled. No certificate shall be issued for any share until such share is fully paid.



Section
2. Form. Certificates representing shares in this Corporation shall be signed by the chairperson or vice-chairperson of the
Board of Directors, or the president or vice president and the secretary or an assistant secretary or treasurer or assistant treasurer
and may be sealed with the seal of this Corporation or a facsimile thereof. The signature of the chairperson or vice-chairperson
of the Board of Directors, or the president or vice president and the secretary or assistant secretary or treasurer or assistant
treasurer may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the
Corporation itself or an employee of the Corporation. In case any officer who signed or whose facsimile signature has been placed
upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the date of its issuance.



Every
certificate representing shares issued by this Corporation shall set forth or fairly summarize upon the face or back of the certificate,
or shall state that the Corporation will furnish to any shareholder upon request and without charge a full statement of, the designations,
preferences, limitations and relative rights of the shares of each class or series authorized to be issued, and the variations
in the relative rights and preferences between the shares of each series so far as the same have been fixed and determined, and
the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.



Every
certificate representing shares which are restricted as to the sale, disposition, or other transfer of such shares shall state
that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that
the Corporation will furnish to any shareholder upon request and without charge a full statement of, such restrictions.



Each
certificate representing shares shall state upon its face: the name of the Corporation; that the Corporation is organized under
the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of
the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement
that the shares are without par value.



Section
3. Transfer of Stock. Except as provided in Section 4 of this Article, the Corporation shall register a stock certificate presented
to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney, and the
signature of such person has been guaranteed by a commercial bank or trust company or by a member of the New York or American Stock
Exchange.



Section
4. Off-Shore Offerings. In all offerings of equity securities pursuant to Regulation S of the Securities Act of 1933 (the “Act”),
the Corporation shall require that its stock transfer agent refuse to register any transfer of securities not made in accordance
with the provisions of Regulation S, pursuant to registration under the Act or an available exemption under the Act.



Section
5. Lost, Stolen or Destroyed Certificates. The Corporation shall issue a new stock certificate in the place of any certificate
previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed
or wrongfully taken; (b) requests the issuance of a new certificate before the Corporation has notice that the certificate has
been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the
Corporation may direct, to indemnify the Corporation, the transfer agent, and registrar against any claim that may be made on account
of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the
Corporation.



Article
V. Books and Records



Section
1. Books and Records. This Corporation shall keep correct and complete records and books of account and shall keep minutes
of the proceedings of its shareholders, Board of Directors and committees of directors.



This
Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar,
a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of
the shares held by each.



Any
books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable
time.



Any
person who shall have been a holder of record of shares or of voting trust certificates therefor at least six months immediately
preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five
percent of the outstanding shares of any class or series of the Corporation, upon written demand stating the purpose thereof, shall
have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant
books and records of accounts, minutes and records of shareholders and to make extracts therefrom.



Section
2. Financial Information. Not later than three months after the close of each fiscal year, this Corporation shall prepare a
balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and a
profit and loss statement showing the results of the operations of the Corporation during its fiscal year.



Upon
the written request of any shareholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall
mail to such shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss
statement.



The
balance sheets and profit and loss statements shall be filed in the registered office of the Corporation in this state, shall be
kept for at least five years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust
certificates, in person or by agent.



Article
VI. Dividends



The
Board of Directors of this Corporation may, from time to time, declare and the Corporation may pay dividends on its shares in cash,
property or its own shares, except when the Corporation is insolvent or when the payment thereof would render the Corporation insolvent
or when the declaration or payment thereof would be contrary to any restrictions contained in the certificate of incorporation,
subject to the following provisions:



(a)	Dividends
in cash or property may be declared and paid, except as otherwise provided in this section, only out of the unreserved and unrestricted
earned surplus of the Corporation or out of capital surplus, howsoever arising but each dividend paid out of capital surplus shall
be identified as a distribution of capital surplus, and the amount per share paid from such surplus shall be disclosed to the shareholders
receiving the same concurrently with the distribution.



(b)	Dividends
may be declared and paid in the Corporation’s own treasury shares.



(c)	Dividends
may be declared and paid in the Corporation’s own authorized but unissued shares out of any unreserved and unrestricted surplus
of the Corporation upon the following conditions:



(1)	If
a dividend is payable in shares having a par value, such shares shall be issued at not less than the par value thereof and there
shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value
of the shares to be issued as a dividend.



(2)	If
a dividend is payable in shares without a par value, such shares shall be issued at such stated value as shall be fixed by the
Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital
at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares;
and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently
with the payment thereof.



(d)	No
dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the certificate of incorporation
so provide or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of
the outstanding shares of the class in which the payment is to be made.



(e)	A
split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the
stated capital of the Corporation shall not be construed to be a share dividend within the meaning of this section.



Article
VII. Corporate Seal



The
Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the following:





Article
VIII. Amendment



These
bylaws may be repealed or amended, and new bylaws maybe adopted, by the Board of Directors or the shareholders in accordance with
Section 109 of the Delaware General Corporation Law.









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