Form 8-K/A

8-K/A — Marwynn Holdings, Inc.

Accession: 0001213900-26-109042

Filed: 2026-10-13

Period: 2026-09-25

CIK: 0002030522

SIC: 5141 (WHOLESALE-GROCERIES & GENERAL LINE)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0308284-8ka1_marwynn.htm (Primary)

EX-3.1 — THE THIRD AMENDED AND RESTATED BYLAWS OF THE COMPANY (CORRECTED), EFFECTIVE AS OF OCTOBER 7, 2026 (ea030828401ex3-1.htm)

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8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

September 25, 2026

MARWYNN HOLDINGS, INC.

(Exact Name of Registrant as Specified in its

Charter)

Nevada

001-42554

99-1867981

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

2955 Main Street, Ste 100A

Irvine, CA

92614

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: 949-706-9966

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Symbol(s) on which registered

Trading

Name of each exchange

Common Stock, par value $0.001 per share

MWYN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Explanatory Note

Marwynn Holdings, Inc. (the “Company”)

is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K (this “Amendment”) filed by the Company with the

U.S. Securities and Exchange Commission (the “SEC”) on September 28, 2026 (the “Original Filing”). Except as described

herein, this Amendment does not amend or update any other information contained in the Original Filing.

Item 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

As previously disclosed, on September 25, 2026, the Board of Directors

(the “Board”) of the Company approved and adopted the Third Amended and Restated Bylaws of the Company (the “Prior Third

A&R Bylaws”). The Prior Third A&R Bylaws inadvertently omitted an intended revision. On October 7, 2026, the Board approved

and adopted the corrected Third Amended and Restated Bylaws of the Company (the “Corrected Third A&R Bylaws”), effective

immediately, which supersede and replace the Prior Third A&R Bylaws in their entirety.

The foregoing description of the Corrected Third A&R Bylaws does

not purport to be complete and is qualified in its entirety by reference to the full text of the Corrected Third A&R Bylaws, a copy

of which is filed as Exhibit 3.1 to this Current Report on this Form 8-K/A and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

3.1

The Third Amended and Restated Bylaws of the Company (Corrected), effective as of October 7, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Marwynn Holdings, Inc.

By:

/s/ Yin Yan

Name:

Yin Yan

Date: October 13, 2026

Title:

Chief Executive Officer and Chairperson

EX-3.1 — THE THIRD AMENDED AND RESTATED BYLAWS OF THE COMPANY (CORRECTED), EFFECTIVE AS OF OCTOBER 7, 2026

EX-3.1

Filename: ea030828401ex3-1.htm · Sequence: 2

Exhibit 3.1

(CORRECTED)

THIRD AMENDED AND RESTATED BYLAWS

MARWYNN HOLDINGS, INC.

October 7, 2026

ARTICLE I- OFFICES AND CORPORATE SEAL

SECTION 1.1 Registered Office.

Marwynn Holdings, Inc. (hereinafter the “Corporation”)

shall maintain a registered office in the State of Nevada. In addition to its registered office, the Corporation shall maintain a principal

office at a location determined by the Board. The Board of Directors may change the Corporation’s registered office and principal

office from time to time.

SECTION 1.2 Other Offices.

The Corporation may also maintain offices at such

other place or places, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors

(hereinafter the “Board”), and the business of the Corporation may be transacted at such other offices with the same effect

as that conducted at the principal office.

SECTION 1.3 Corporate Seal.

A Corporate seal shall not be requisite to the

validity of any instrument executed by or on behalf of the Corporation, but nevertheless if in any instance a corporate seal be used,

the same shall be a circle having on the circumference thereof the name of the Corporation and in the center the words “corporate

seal”, the year incorporated, and the state where incorporated.

ARTICLE II- STOCKHOLDERS

SECTION 2.1 Stockholders Meetings.

All meetings of the stockholders shall be held

at the principal office of the Corporation between the hours of 9:00 a.m. and 5:00 p.m., or at such other time and place as may be fixed

from time to time by the Board, or in the absence of direction by the Board, by the President or Secretary of the Corporation, either

within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

A special or annual meeting called by stockholders owning a majority of the entire capital stock of the Corporation pursuant to Section

2.2 or 2.3 shall be held at the place designated by the stockholders calling the meeting in the notice of the meeting or in a duly executed

waiver of notice thereof.

SECTION 2.2 Annual Meetings.

Annual meetings of the stockholders shall be held

on a date designated by the Board of Directors or if that day shall be a legal holiday, then on the next succeeding business day, or at

such other date and time as shall be designated from time to time by the Board and stated in the notice of the meeting. At the annual

meeting, stockholders shall elect the Board and transact such other business as may properly be brought before the meeting. In the event

that an annual meeting is not held on the date specified in this Section 2.2, the annual meeting may be held on the written call of the

stockholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.

SECTION 2.3 Special Meetings of Stockholders.

Special meetings of the stockholders, for any purpose

or purposes, unless otherwise prescribed by Nevada statute or by the articles of Incorporation (hereinafter the “articles”),

may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board,

or at the request in writing of stockholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and

entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. In the event that the President or Secretary

fails to call a meeting pursuant to such a request, a special meeting may be held on the written call of the stockholders owning a majority

of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.

SECTION 2.4 List of Stockholders.

The officer who has charge of the stock transfer

books for shares of the Corporation shall prepare and make, no more than two (2) days after notice of a meeting of stockholders is given,

a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number

of shares registered in the name of each stockholder. Such list shall be open to examination and copying by any stockholder, for any purpose

germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within

the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the

place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole

time thereof, and may be inspected by any stockholder present.

SECTION 2.5 Notice of Stockholders Meetings.

Written notice of each meeting of stockholders

stating the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxies shall be

deemed to be present in person and vote at the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting

is called, shall be given, either personally or by mail, to each stockholder of record entitled to vote at such meeting not less than

ten (10) nor more than sixty (60) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when mailed

to the stockholder at his address as it appears on the stock transfer books of the Corporation. Business transacted at any special meeting

of stockholders shall be limited to the purposes stated in the notice unless determined otherwise by the unanimous vote of the holders

of all of the issued and outstanding shares of the Corporation present at the meeting in person or represented by proxy.

SECTION 2.6 Closing of Transfer Books or Fixing of Record Date.

For the purpose of determining stockholders entitled

to notice of, or permitted to vote at, any meeting of stockholders or any adjournment thereof, or for the purpose of determining stockholders

entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the board

may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the

stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of, or permitted to vote at, a meeting

of stockholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock

transfer books, the board may fix in advance a date as the record date for any such determination of stockholders, such date in any case

to be not more than sixty (60) days and, in case of a meeting of stockholders, not less than ten (10) days prior to the date on which

the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record

date is fixed for the determination of stockholders entitled to notice of, or permitted to vote at, a meeting of stockholders, or for

the determination of stockholders entitled to receive payment of a dividend, the record date shall be the close of business on the day

before the day on which the first notice of the meeting is given or, if notice is waived, the record date shall be the close of business

on the day before the day on which the meeting is held. When a determination of stockholders entitled to vote at any meeting of stockholders

has been made as provided in this section, such determination shall apply to any adjournment thereof, provided that the board may fix

a new record date for the adjourned meeting and shall fix a new record date if the meeting is adjourned or postponed to a date more than

sixty (60) days later than the date set for the original meeting. The record date for determining stockholders entitled to express consent

to action without a meeting pursuant to Section 2.9 shall be the date fixed by resolution of the board, which date may not precede, or

be more than ten (10) days after, the date on which such resolution is adopted or, if no such date is fixed, (i) the first date on which

any stockholder delivers to the Corporation a consent signed by such stockholder, if no prior action by the board is required by Chapter

78 or Chapter 92A of the Nevada Revised Statutes, or (ii) the close of business on the day the board adopts the resolution, if such prior

action is required.

SECTION 2.7 Quorum and Adjournment.

a) The holders of a majority of the voting power

of the shares issued, outstanding, and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a

quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by Nevada statute or by the articles.

b) Business may be conducted once a quorum is present

and may continue until adjournment of the meeting notwithstanding the withdrawal or temporary absence of sufficient shares to reduce the

number present to less than a quorum. Unless the vote of a greater number or voting by classes is required by Nevada statute or the articles,

the affirmative vote of the majority of the voting power then represented at the meeting and entitled to vote on the subject matter shall

be the act of the stockholders; provided, however, that if the shares then represented are less than required to constitute a quorum,

the affirmative vote must be such as would constitute a majority if a quorum were present; and provided further, that the affirmative

vote of a majority of the voting power then present shall be sufficient in all cases to adjourn a meeting.

c) If a quorum shall not be present or represented

at any meeting of the stockholders, the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall

have power to adjourn the meeting to another time or place, without notice other than announcement at the meeting at which adjournment

is taken, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented,

any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more

than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting

shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 2.8 Voting.

At every meeting of the stockholders, each stockholder

shall be entitled to one vote, except to the extent that the voting rights of the shares of any class or classes are otherwise provided

by applicable law or the Articles of Incorporation, as amended from time to time, in person or by proxy for each share of the capital

stock having voting power held by such stockholder, but no proxy shall be voted or acted upon after six (6) months from its date, unless

the proxy provides for a longer period not to exceed seven (7) years.

SECTION 2.9 Action Without Meeting.

Any action required or permitted to be taken at

any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent in

writing, setting forth the action so taken, shall be signed by the holders of a majority of the voting power entitled to vote with respect

to the subject matter of the action unless a greater percentage is required by law or the articles for such action at a meeting in which

case such greater percentage shall be required.

SECTION 2.10 Waiver.

A stockholder’s attendance at a meeting shall

constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the stockholder objects at the beginning

of the meeting to holding the meeting or transacting business at the meeting, and shall constitute a waiver of any objection to consideration

of a particular matter at the meeting unless the stockholder objects to considering the matter when it is presented. A stockholder may

otherwise waive notice of any annual or special meeting of stockholders by executing a written waiver of notice either before, at or after

the time of the meeting.

SECTION 2.11 Election Inspector.

The Board of Directors, in advance of any stockholders

meeting, may appoint an election inspector to act at such meeting. If an election inspector is not so appointed or is not present at the

meeting, the chairman of the meeting may, and upon the request of any person entitled to vote at the meeting shall, make such appointment.

If appointed, the election inspector will determine the number of shares outstanding, the authenticity, validity and effect of proxies

and the number of shares represented at the meeting in person and by proxy; receive and count votes, ballots and consents and announce

the results thereof; hear and determine all challenges and questions pertaining to proxies and voting; and, in general, perform such acts

as may be proper to ensure the fair conduct of the meeting.

SECTION 2.12 Advance Notice of Stockholder Nominations and Proposals.

(a) Annual Meetings. At a meeting

of the stockholders, only such nominations of persons for the election of directors and such other business shall be conducted as shall

have been properly brought before the meeting. Except for nominations that are included in the Corporation’s annual meeting proxy

statement pursuant to Section 2.13, to be properly brought before an annual meeting, nominations or such other business must be:

(i) specified in the notice of meeting (or any supplement

thereto) given by or at the direction of the Board of Directors or any committee thereof;

(ii) otherwise properly brought before the meeting

by or at the direction of the Board of Directors or any committee thereof; or

(iii) otherwise properly brought before an annual

meeting by a stockholder who is a stockholder of record of the Corporation at the time such notice of meeting is delivered, who is entitled

to vote at the meeting, and who complies with the notice procedures set forth in this Section 2.12.

In addition, any proposal of business (other than

the nomination of persons for election to the Board of Directors) must be a proper matter for stockholder action. For business (including,

but not limited to, director nominations) to be properly brought before an annual meeting by a stockholder pursuant to Section 2.12(a)(iii),

the stockholder or stockholders of record intending to propose the business (the “Proposing Stockholder”) must have given

timely notice thereof pursuant to this Section 2.12(a), in writing to the Secretary even if such matter is already the subject of any

notice to the stockholders or Public Disclosure from the Board of Directors. To be timely, a Proposing Stockholder’s notice for

an annual meeting must be delivered to or mailed and received at the principal executive offices of the Corporation: (x) not later than

the close of business on the 90th day, nor earlier than the close of business on the 120th day, in advance of the

anniversary of the previous year’s annual meeting if such meeting is to be held on a day which is not more than 30 days in advance

of the anniversary of the previous year’s annual meeting or not later than 60 days after the anniversary of the previous year’s

annual meeting; and (y) with respect to any other annual meeting of stockholders, including in the event that no annual meeting was held

in the previous year, not earlier than the close of business on the 120th day prior to the annual meeting and not later than

the close of business on the later of: (1) the 90th day prior to the annual meeting and (2) the close of business on the tenth

day following the first date of Public Disclosure of the date of such meeting. In no event shall the Public Disclosure of an adjournment

or postponement of an annual meeting commence a new notice time period (or extend any notice time period). For the purposes of this Section

2.12 and Section 2.13, “Public Disclosure” shall mean a disclosure made in a press release reported by the Dow Jones News

Services, The Associated Press, or a comparable national news service or in a document filed by the Corporation with the Securities and

Exchange Commission (“SEC”) pursuant to Section 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”).

(b) Stockholder Nominations. For

the nomination of any person or persons for election to the Board of Directors pursuant to Section 2.12(a)(iii) or Section 2.12(d), a

Proposing Stockholder’s notice to the Secretary shall set forth or include:

(i) the name, age, business

address, and residence address of each nominee proposed in such notice;

(ii) the principal occupation

or employment of each such nominee;

(iii) the class and number of shares of capital stock

of the Corporation which are owned of record and beneficially by each such nominee (if any);

(iv) such other information concerning each such

nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in

an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of

the Exchange Act;

(v) a written questionnaire with respect to the background

and qualification of such proposed nominee (which questionnaire shall be provided by the Secretary upon written request) and a written

statement and agreement executed by each such nominee acknowledging that such person:

(A) consents to being named in the Corporation’s

proxy statement as a nominee and to serving as a director if elected,

(B) intends to serve as a director for the full

term for which such person is standing for election, and

the director nominee has read and agrees to adhere to the Corporation’s Code of Business Conduct and Ethics (“Code of Ethics”),

and any other of the Corporation’s policies or guidelines applicable to directors, including with regard to securities trading,

and (2) that the director nominee is not and will not become a party to any agreement, arrangement, or understanding with, and has not

given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act

or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or any Voting Commitment

that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s

fiduciary duties under applicable law, and (3) that the director nominee is not and will not become a party to any agreement, arrangement,

or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement,

or indemnification (“Compensation Arrangement”) that has not been disclosed to the Corporation in connection with such person’s

nomination for director or service as a director; and

(vi) as to the Proposing Stockholder:

(A) the name and address of the Proposing Stockholder

as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination is being made,

(B) the class and number of shares of the Corporation

which are owned by the Proposing Stockholder (beneficially and of record) and owned by the beneficial owner, if any, on whose behalf the

nomination is being made, as of the date of the Proposing Stockholder’s notice, and a representation that the Proposing Stockholder

will notify the Corporation in writing of the class and number of such shares owned of record and beneficially as of the record date for

the meeting within five business days after the record date for such meeting,

or understanding with respect to such nomination between or among the Proposing Stockholder or the beneficial owner, if any, on whose

behalf the nomination is being made and any of their affiliates or associates, and any others (including their names) acting in concert

with any of the foregoing, and a representation that the Proposing Stockholder will notify the Corporation in writing of any such agreement,

arrangement, or understanding in effect as of the record date for the meeting within five business days after the record date for such

meeting,

(D) 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 Proposing Stockholder’s notice by, or on behalf of, the Proposing Stockholder

or the beneficial owner, if any, on whose behalf the nomination is being made and any of their affiliates or associates, the effect or

intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of

such person or any of their affiliates or associates with respect to shares of stock of the Corporation, and a representation that the

Proposing Stockholder will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the

record date for the meeting within five business days after the record date for such meeting,

(E) a representation that the Proposing Stockholder

is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the

meeting to nominate the person or persons specified in the notice, and

(F) a representation whether the Proposing Stockholder

intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding

capital stock required to approve the nomination and/or otherwise to solicit proxies from stockholders in support of the nomination. The

Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility

of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s

understanding of the independence, or lack thereof, of such nominee.

For all business other than director nominations, a Proposing Stockholder’s notice to the Secretary shall set forth as to each matter

the Proposing Stockholder proposes to bring before the annual meeting:

(i) a brief description of the business desired to be brought

before the annual meeting;

(ii) the reasons for conducting such business at the annual

meeting;

(iii) the text of any proposal or business (including

the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these by-laws,

the language of the proposed amendment);

(iv) 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 (within the meaning of

Section 13(d) of the Exchange Act), if any, on whose behalf the business is being proposed;

(v) any other information relating to such stockholder

and beneficial owner, if any, on whose behalf the proposal is being made, required to be disclosed in a proxy statement or other filings

required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with Section 14(a)

of the Exchange Act and the rules and regulations promulgated thereunder;

(vi) a description of all agreements, arrangements,

or understandings between or among such stockholder, the beneficial owner, if any, on whose behalf the proposal is being made, any of

their affiliates or associates, and any other person or persons (including their names) in connection with the proposal of such business

and any material interest of such stockholder, beneficial owner, or any of their affiliates or associates, in such business, including

any anticipated benefit therefrom to such stockholder, beneficial owner, or their affiliates or associates; and

(vii) the information required by Section 2.12(b)(vi) above.

(d) Special Meetings of Stockholders.

Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the

Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting

of stockholders called by the Board of Directors 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 any

committee thereof; or

(ii) provided that the Board of Directors has determined

that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the

notice provided for in this Section 2.12(d) is delivered to the Secretary, who is entitled to vote at the meeting, and upon such election

and who complies with the notice procedures set forth in this Section 2.12.

In the event the Corporation calls a special meeting

of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in

such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the

Corporation’s notice of meeting, if such stockholder delivers a stockholder’s notice that complies with the requirements of

Section 2.12(b) to the Secretary at its principal executive offices not earlier than the close of business on the 120th day

prior to such special meeting and not later than the close of business on the later of: (x) the 90th day prior to such special

meeting; or (y) the tenth (10th) day following the date of the first Public Disclosure of the date of the special meeting and of the nominees

proposed by the Board of Directors to be elected at such meeting. In no event shall the Public Disclosure of an adjournment or postponement

of a special meeting commence a new time period (or extend any notice time period).

(e) Effect of Noncompliance. Only

such persons who are nominated in accordance with the procedures set forth in this Section 2.12 or Section 2.13 shall be eligible to be

elected at any meeting of stockholders of the Corporation to serve as directors and only such other business shall be conducted at a meeting

as shall be brought before the meeting in accordance with the procedures set forth in this Section 2.12 or Section 2.13, as applicable.

If any proposed nomination was not made or proposed in compliance with this Section 2.12 or Section 2.13, as applicable, or other business

was not made or proposed in compliance with this Section 2.12, then except as otherwise required by law, the chair of the meeting shall

have the power and duty to declare that such nomination shall be disregarded or that such proposed other business shall not be transacted.

Notwithstanding anything in these by-laws to the contrary, unless otherwise required by law, if a Proposing Stockholder intending to propose

business or make nominations at an annual meeting or propose a nomination at a special meeting pursuant to this Section 2.12 does not

provide the information required under this Section 2.12 to the Corporation, including the updated information required by Section 2.12(b)(vi)(B),

Section 2.12(b)(vi)(C), and Section 2.12(b)(vi)(D) within five business days after the record date for such meeting or the Proposing Stockholder

(or a qualified representative of the Proposing Stockholder) does not appear at the meeting to present the proposed business or nominations,

such business or nominations shall not be considered, notwithstanding that proxies in respect of such business or nominations may have

been received by the Corporation.

(f) Rule 14a-8. This Section 2.12

and Section 2.13 shall not apply to a proposal proposed to be made by a stockholder if the stockholder has notified the Corporation of

the stockholder’s 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.

SECTION 2.13 Proxy Access.

(a) Inclusion of Proxy Access Stockholder Nominee

in Proxy Statement. Subject to the provisions of this Section 2.13, the Corporation shall include in its proxy statement (including

its form of proxy and ballot) for an annual meeting of stockholders the name of any stockholder nominee for election to the Board of Directors

submitted pursuant to this Section 2.13 (each a “Proxy Access Stockholder Nominee”) provided:

(i) timely written notice of such Proxy Access Stockholder

Nominee satisfying this Section 2.13 (“Proxy Access Notice”) is delivered to the Corporation by or on behalf of a stockholder

or stockholders that, at the time the Proxy Access Notice is delivered, satisfy the ownership and other requirements of this Section 2.13

(such stockholder or stockholders, and any person on whose behalf they are acting, the “Eligible Stockholder”);

(ii) the Eligible Stockholder expressly elects in

writing at the time of providing the Proxy Access Notice to have its Proxy Access Stockholder Nominee included in the Corporation’s

proxy statement pursuant to this Section 2.13; and

(iii) the Eligible Stockholder and the Proxy Access

Stockholder Nominee otherwise satisfy the requirements of this Section 2.13.

(b) Timely Notice. To be timely,

the Proxy Access Notice must be delivered to the Secretary at the principal executive offices of the Corporation, not later than 120 days

nor more than 150 days prior to the first anniversary of the date (as stated in the Corporation’s proxy materials) that the Corporation’s

definitive proxy statement was first sent to stockholders in connection with the preceding year’s annual meeting of stockholders;

provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than

60 days from the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, the

Proxy Access Notice must be so delivered not earlier than the close of business on the 150th day prior to such annual meeting and not

later than the close of business on the later of: (i) the 120th day prior to such annual meeting; or (ii) the 10th day following the day

on which Public Disclosure of the date of such annual meeting is first made by the Corporation. In no event shall the Public Disclosure

of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of the Proxy

Access Notice.

In addition to including the name of the Proxy Access Stockholder Nominee in the Corporation’s proxy statement for the annual meeting,

the Corporation shall also include (collectively, the “Required Information”):

(i) the information concerning the Proxy Access Stockholder

Nominee and the Eligible Stockholder that is required to be disclosed in the Corporation’s proxy statement pursuant to the Exchange

Act, and the rules and regulations promulgated thereunder; and

(ii) if the Eligible Stockholder so elects, a written

statement of the Eligible Stockholder (or in the case of a group, a written statement of the group), not to exceed 500 words, in support

of its Proxy Access Stockholder Nominee, which must be provided at the same time as the Proxy Access Notice for inclusion in the Corporation’s

proxy statement for the annual meeting (a “Statement”).

Notwithstanding anything to the contrary contained

in this Section 2.13, the Corporation may omit from its proxy materials any information or Statement that it, in good faith, believes

is untrue in any material respect (or omits a material fact necessary in order to make the statements made, in light of the circumstances

under which they are made, not misleading) or would violate any applicable law, rule, regulation, or listing standard. Additionally, nothing

in this Section 2.13 shall limit the Corporation’s ability to solicit against and include in its proxy statement its own statements

relating to any Proxy Access Stockholder Nominee.

(d) Proxy Access Stockholder Nominee Limits.

The number of Proxy Access Stockholder Nominees (including Proxy Access Stockholder Nominees that were submitted by an Eligible Stockholder

for inclusion in the Corporation’s proxy statement pursuant to this Section 2.13 but either are subsequently withdrawn or that the

Board of Directors decides to nominate (a “Board Nominee”)) appearing in the Corporation’s proxy statement with respect

to a meeting of stockholders shall not exceed the greater of: (x) two; or (y) 20% of the number of directors in office as of the last

day on which notice of a nomination may be delivered pursuant to this Section 2.13 (the “Final Proxy Access Nomination Date”)

or, if such amount is not a whole number, the closest whole number below 20% (the “Permitted Number”); provided, however,

that:

(i) in the event that one or more vacancies for any

reason occurs on the Board of Directors at any time after the Final Proxy Access Nomination Date and before the date of the applicable

annual meeting of stockholders and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith,

the Permitted Number shall be calculated based on the number of directors in office as so reduced; and

(ii) any Proxy Access Stockholder Nominee who is

included in the Corporation’s proxy statement for a particular meeting of stockholders but either: (A) withdraws from or becomes

ineligible or unavailable for election at the meeting, or (B) does not receive a number of votes cast in favor of his or her election

at least equal to 25% of the shares present in person or represented by proxy at the annual meeting and entitled to vote on the Proxy

Access Stockholder Nominee’s election, shall be ineligible to be included in the Corporation’s proxy statement as a Proxy

Access Stockholder Nominee pursuant to this Section 2.13 for the next two annual meetings of stockholders following the meeting for which

the Proxy Access Stockholder Nominee has been nominated for election; and

(iii) any director in office as of the nomination

deadline who was included in the Corporation’s proxy statement as a Proxy Access Stockholder Nominee for any of the two preceding

annual meetings and whom the Board of Directors decides to nominate for election to the Board of Directors also will be counted against

the Permitted Number.

In the event that the number of Proxy Access Stockholder

Nominees submitted by Eligible Stockholders pursuant to this Section 2.13 exceeds the Permitted Number, each Eligible Stockholder shall

select one Proxy Access Stockholder Nominee for inclusion in the Corporation’s proxy statement until the Permitted Number is reached,

going in order of the amount (from greatest to least) of voting power of the Corporation’s capital stock entitled to vote on the

election of directors as disclosed in the Proxy Access Notice. If the Permitted Number is not reached after each Eligible Stockholder

has selected one Proxy Access Stockholder Nominee, this selection process shall continue as many times as necessary, following the same

order each time, until the Permitted Number is reached.

(e) Eligibility of Nominating Stockholder; Stockholder

Groups. An Eligible Stockholder must have owned (as defined below) continuously for at least three years a number of shares

that represents 3% or more of the outstanding shares of the Corporation entitled to vote in the election of directors (the “Required

Shares”) as of both the date the Proxy Access Notice is delivered to or received by the Corporation in accordance with this Section

2.13 and the record date for determining stockholders entitled to vote at the meeting and must intend to continue to own the Required

Shares for at least one year following the date of the annual meeting/deliver a statement regarding the Eligible Stockholder’s intent

with respect to continued ownership of the Required Shares for at least one year following the annual meeting.. For purposes of satisfying

the ownership requirement under this Section 2.13, the voting power represented by the shares of the Corporation’s capital stock

owned by one or more stockholders, or by the person or persons who own shares of the Corporation’s capital stock and on whose behalf

any stockholder is acting, may be aggregated, provided that:

(i) the number of stockholders and other persons

whose ownership of shares is aggregated for such purpose shall not exceed 10; and

(ii) each stockholder or other person whose shares

are aggregated shall have held such shares continuously for at least three years.

Whenever an Eligible Stockholder consists of a group

of stockholders and/or other persons, any and all requirements and obligations for an Eligible Stockholder set forth in this Section 2.13

must be satisfied by and as to each such stockholder or other person, except that shares may be aggregated to meet the Required Shares

as provided in this Section 2.13(e). With respect to any one particular annual meeting, no stockholder or other person may be a member

of more than one group of persons constituting an Eligible Stockholder under this Section 2.13.

(f) Funds. A group of two or more

funds shall be treated as one stockholder or person for this Section 2.13 provided that the other terms and conditions in this Section

2.13 are met (including Section 2.13(h)(v)(A)) and the funds are:

(i) under common management and investment control;

(ii) under common management and funded primarily

by the same employer (or by a group of related employers that are under common control); or

(iii) a “group of investment companies,”

as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended.

(g) Ownership. For purposes of this

Section 2.13, an Eligible Stockholder shall be deemed to “own” only those outstanding shares of the Corporation’s

capital stock as to which the person possesses both:

(i) the full voting and investment rights pertaining to the

shares; and

(ii) the full economic interest in (including the

opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i)

and (ii) shall not include any shares:

(A) sold by such person or any of its affiliates

in any transaction that has not been settled or closed,

(B) borrowed by such person or any of its affiliates

for any purposes or purchased by such person or any of its affiliates pursuant to an agreement to resell, or

swap, contract of sale, other derivative, or similar agreement entered into by such person or any of its affiliates, whether any such

instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation’s

capital stock, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of: (1) reducing in any

manner, to any extent or at any time in the future, such person’s or affiliates’ full right to vote or direct the voting of

any such shares; and/or (2) hedging, offsetting, or altering to any degree gain or loss arising from the full economic ownership of such

shares by such person or affiliate.

An Eligible Stockholder “owns”

shares held in the name of a nominee or other intermediary so long as the Eligible Stockholder retains the right to instruct how the shares

are voted with respect to the election of directors and possesses the full economic interest in the shares. An Eligible Stockholder’s

ownership of shares shall be deemed to continue during any period in which the Eligible Stockholder has delegated any voting power by

means of a proxy, power of attorney, or other instrument or arrangement that is revocable at any time by the person. An Eligible Stockholder’s

ownership of shares shall be deemed to continue during any period in which the Eligible Stockholder has loaned such shares, provided that

the Eligible Stockholder has the power to recall such loaned shares on three business days’ notice and recalls such loaned shares

not more than three business days after being notified that any of its Proxy Access Stockholder Nominees will be included in the Corporation’s

proxy statement. The terms “owned,” “owning,” and other variations of the word “own”

shall have correlative meanings. For purposes of this Section 2.13, the term “affiliate” shall have the meaning ascribed

thereto in the regulations promulgated under the Exchange Act.

(h) Nomination Notice and Other Eligible Stockholder

Deliverables. An Eligible Stockholder must provide with its Proxy Access Notice the following information in writing to the

Secretary:

(i) one or more written statements from the record

holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding

period) verifying that, as of a date within seven calendar days prior to the date the Proxy Access Notice is delivered to or received

by the Corporation, the Eligible Stockholder owns, and has owned continuously for the preceding three years, the Required Shares, and

the Eligible Stockholder’s agreement to provide:

(A) within five business days after the record

date for the meeting, written statements from the record holder and intermediaries verifying the Eligible Stockholder’s continuous

ownership of the Required Shares through the record date, and

(B) immediate notice if the Eligible Stockholder

ceases to own any of the Required Shares prior to the date of the applicable annual meeting of stockholders;

(ii) the Eligible Stockholder’s representation

and agreement that the Eligible Stockholder (including each member of any group of stockholders that together is an Eligible Stockholder

under this Section 2.13):

(A) intends to continue to satisfy the eligibility

requirements described in this Section 2.13 through the date of the annual meeting, including a statement that the Eligible Stockholder

intends to continue to own the Required Shares for at least one year following the date of the annual meeting/regarding the Eligible Stockholder’s

intent with respect to continued ownership of the Required Shares for at least one year following the annual meeting,,

(B) acquired the Required Shares in the ordinary

course of business and not with the intent to change or influence control of the Corporation, and does not presently have such intent,

election to the Board of Directors at the meeting any person other than the Proxy Access Stockholder Nominee(s) being nominated pursuant

to this Section 2.13,

(D) has not engaged and will not engage in, and

has not and will not be, a “participant” in another person’s “solicitation” within the meaning of Rule 14a-1(l)

under the Exchange Act in support of the election of any individual as a director at the meeting other than its Proxy Access Stockholder

Nominee(s) or a Board Nominee,

(E) will not distribute to any stockholder any

form of proxy for the meeting other than the form distributed by the Corporation,

(F) has provided and will provide facts, statements,

and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material

respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances

under which they were made, not misleading,

(G) agrees to assume all liability stemming from

any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the Corporation’s stockholders

or out of the information that the Eligible Stockholder provides to the Corporation,

(H) agrees to indemnify and hold harmless the Corporation

and each of its directors, officers, and employees individually against any liability, loss, or damages in connection with any threatened

or pending action, suit, or proceeding, whether legal, administrative, or investigative, against the Corporation or any of its directors,

officers, or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this Section 2.13,

(I) will file with the SEC any solicitation or

other communication with the Corporation’s stockholders relating to the meeting at which the Proxy Access Stockholder Nominee will

be nominated, regardless of whether any such filing is required under Section 14 of the Exchange Act and the rules and regulations promulgated

thereunder or whether any exemption from filing is available for such solicitation or other communication under Section 14 of the Exchange

Act and the rules and regulations promulgated thereunder, and

(J) will comply with all other applicable laws,

rules, regulations, and listing standards with respect to any solicitation in connection with the meeting;

(iii) the written consent of each Proxy Access Stockholder

Nominee to be named in the Corporation’s proxy statement and form of proxy and ballot as a nominee and, if elected, to serve as

a director;

(iv) a copy of the Schedule 14N (or any successor

form) that has been filed with the SEC as required by Rule 14a-18 under the Exchange Act;

(v) in the case of a nomination by a group of stockholders

that together is an Eligible Stockholder:

(A) documentation satisfactory to the Corporation

demonstrating that a group of funds qualifies pursuant to the criteria set forth in Section 2.13(f) to be treated as one stockholder or

person for purposes of this Section 2.13, and

(B) the designation by all group members of one

group member that is authorized to act on behalf of all members of the nominating stockholder group with respect to the nomination and

matters related thereto, including withdrawal of the nomination; and

(vi) if desired, a Statement.

(i) Stockholder Nominee Agreement. Each Proxy

Access Stockholder Nominee must:

(i) provide within five business days of the Corporation’s

request an executed agreement, in a form deemed satisfactory to the Corporation, providing the following representations:

(A) the Proxy Access Stockholder Nominee has read

and agrees to adhere to the Corporation’s Code of Ethics, and any other of the Corporation’s policies or guidelines applicable

to directors, including with regard to securities trading, and

(B) the Proxy Access Stockholder Nominee is not

and will not become a party to: (1) any Voting Commitment that has not been disclosed to the Corporation; or (2) any Voting Commitment

that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s

fiduciary duties under applicable law, and

and will not become a party to any Compensation Arrangement in connection with such person’s nomination for director or service

as a director that has not been disclosed to the Corporation;

(ii) complete, sign, and submit all questionnaires

required of the Corporation’s Board of Directors within five business days of receipt of each such questionnaire from the Corporation;

and

(iii) provide within five business days of the Corporation’s

request such additional information as the Corporation determines may be necessary to permit the Board of Directors to determine whether

such Proxy Access Stockholder Nominee meets the requirements of this Section 2.13 or the Corporation’s requirements with regard

to director qualifications and policies and guidelines applicable to directors, including whether:

(A) such Proxy Access Stockholder Nominee is independent

under the independence requirements, including the committee independence requirements, set forth in the listing standards of the stock

exchange on which shares of the Corporation’s capital stock are listed, any applicable rules of the SEC, and any publicly disclosed

standards used by the Board of Directors in determining and disclosing the independence of the directors (the “Independence Standards”),

(B) such Proxy Access Stockholder Nominee has any

direct or indirect relationship with the Corporation that has not been deemed categorically immaterial pursuant to the Corporation’s

Code of Ethics, and

and has not been subject to: (1) any event specified in Item 401(f) of Regulation S-K under the Securities Act of 1933, as amended (the

“Securities Act”), or (2) any order of the type specified in Rule 506(d) of Regulation D under the Securities Act.

(j) Eligible Stockholder/Proxy Access Stockholder

Nominee Undertaking. In the event that any information or communications provided by the Eligible Stockholder or Proxy Access

Stockholder Nominee to the Corporation or its stockholders ceases to be true and correct in any respect or omits a fact necessary to make

the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Stockholder or Proxy Access

Stockholder Nominee, as the case may be, shall promptly notify the Secretary of any such inaccuracy or omission in such previously provided

information and of the information that is required to make such information or communication true and correct. Notwithstanding the foregoing,

the provision of any such notification pursuant to the preceding sentence shall not be deemed to cure any defect or limit the Corporation’s

right to omit a Proxy Access Stockholder Nominee from its proxy materials as provided in this Section 2.13.

(k) Exceptions Permitting Exclusion of Proxy

Access Stockholder Nominee. The Corporation shall not be required to include pursuant to this Section 2.13 a Proxy Access Stockholder

Nominee in its proxy statement (or, if the proxy statement has already been filed, to allow the nomination of a Proxy Access Stockholder

Nominee, notwithstanding that proxies in respect of such vote may have been received by the Corporation):

(i) if the Eligible Stockholder who has nominated

such Proxy Access Stockholder Nominee has nominated for election to the Board of Directors at the meeting any person other than pursuant

to this Section 2.13, or has or is engaged in, or has been or is a “participant” in another person’s, “solicitation”

within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other

than its Proxy Access Stockholder Nominee(s) or a Board Nominee;

(ii) if the Corporation has received a notice (whether

or not subsequently withdrawn) that a stockholder intends to nominate any candidate for election to the Board of Directors pursuant to

the advance notice requirements in Section 2.12 of these by-laws;

(iii) who is not independent under the Independence Standards;

(iv) whose election as a member of the Board of Directors

would violate or cause the Corporation to be in violation of these by-laws, the Corporation’s Code of Ethics, or other document

setting forth qualifications for directors, the listing standards of the stock exchange on which shares of the Corporation’s capital

stock is listed, or any applicable state or federal law, rule, or regulation;

(v) if the Proxy Access Stockholder Nominee is or becomes a

party to any undisclosed Voting Commitment;

(vi) if the Proxy Access Stockholder Nominee is or

becomes a party to any undisclosed Compensation Arrangement;

(vii) who is or has been, within the past three years,

an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914;

(viii) who is a named subject of a pending criminal

proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past

ten years;

(ix) who is subject to any order of the type specified

in Rule 506(d) of Regulation D under the Securities Act; or

(x) if such Proxy Access Stockholder Nominee or the

applicable Eligible Stockholder shall have provided information to the Corporation in respect of such nomination that was untrue in any

material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under

which they were made, not misleading or shall have breached its or their agreements, representations, undertakings, or obligations pursuant

to this Section 2.13.

(l) Invalidity. Notwithstanding anything

to the contrary set forth herein, the Board of Directors or the person presiding at the meeting shall be entitled to declare a nomination

by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote

may have been received by the Corporation; and the Corporation shall not be required to include in its proxy statement any successor or

replacement nominee proposed by the applicable Eligible Stockholder or any other Eligible Stockholder if:

(i) the Proxy Access Stockholder Nominee and/or the

applicable Eligible Stockholder shall have breached its or their agreements, representations, undertakings, or obligations pursuant to

this Section 2.13, as determined by the Board of Directors or the person presiding at the meeting; or

(ii) the Eligible Stockholder (or a qualified representative

thereof) does not appear at the meeting to present any nomination pursuant to this Section 2.13.

(m) Interpretation. The Board of

Directors (and any other person or body authorized by the Board of Directors) shall have the power and authority to interpret this Section

2.13 and to make any and all determinations necessary or advisable to apply this Section 2.13 to any persons, facts, or circumstances,

including the power to determine whether:

(i) a person or group of persons qualifies as an Eligible Stockholder;

(ii) outstanding shares of the Corporation’s

capital stock are “owned” for purposes of meeting the ownership requirements of this Section 2.13;

(iii) a notice complies with the requirements of this Section

2.13;

(iv) a person satisfies the qualifications and requirements

to be a Proxy Access Stockholder Nominee;

(v) inclusion of the Required Information in the

Corporation’s proxy statement is consistent with all applicable laws, rules, regulations, and listing standards; and

(vi) any and all requirements of this Section 2.13 have been

satisfied.

Any such interpretation or determination adopted

in good faith by the Board of Directors (or any other person or body authorized by the Board of Directors) shall be conclusive and binding

on all persons, including the Corporation and all record or beneficial owners of stock of the Corporation.

ARTICLE III - DIRECTORS

SECTION 3.1 Number and Election.

The authorized number of directors shall be not

less than one (1) nor more than nine (9) as fixed from time to time by resolution of the Board; provided that no decrease in the authorized

number of directors shall shorten the term of any incumbent director. A director need not be a Stockholder, a citizen of the United States

or a resident of the State of Nevada. Every director shall be at least eighteen (18) years of age. Directors may be elected by the stockholders

or the Board, and each director shall serve until the next annual meeting and until his successor is elected and qualified, or until resignation

or removal.

SECTION 3.2 Powers.

The business and affairs of the Corporation shall

be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts as are not by Nevada statute,

the articles, or these Bylaws directed or required to be exercised or done by the stockholders.

SECTION 3.3 Resignation of Directors.

Any director may resign his office at any time

by giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at

the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not

be necessary to make it effective.

SECTION 3.4 Removal of Directors.

Any director or the entire Board may be removed,

with or without cause, only by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding

stock entitled to vote.

SECTION 3.5 Vacancies.

Any vacancy or vacancies in the Board of Directors

may be filled by a majority of the remaining directors, though less than a quorum, by a sole remaining director, by stockholders entitled

to exercise a majority of the voting power of the corporation, or by the written consent of such stockholders, and each director so chosen

shall hold office until his successor is elected and qualified, or until resignation or removal. A vacancy or vacancies in the Board of

Directors shall be deemed to exist in the case of the death, resignation or removal of any director, or if the authorized number of directors

be increased, or if the stockholders fail at any annual, regular or special meeting of stockholders to elect the full authorized number

of directors to be voted for at the meeting.

SECTION 3.6 Place of Meetings.

Unless otherwise agreed by a majority of the directors

then serving, all meetings of the Board of Directors shall be held at the Corporation’s principal office between the hours of 9:00

a.m. and 5:00 p.m., and such meetings may be held by means of conference telephone or similar communications equipment by means of which

all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.6 shall constitute

presence in person at such meeting.

SECTION 3.7 Annual Meetings.

Annual meetings of the Board shall be held immediately

following the annual meeting of the stockholders and in the same place as the annual meeting of stockholders. In the event such meeting

is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special

meetings of the Board, or as shall be specified in a written waiver of notice by all of the directors.

SECTION 3.8 Regular Meetings.

Regular meetings of the Board may be held without

notice at such time and at such place as shall from time to time be determined by the Board.

SECTION 3.9 Special Meetings.

Special meetings of the Board may be called by

the President or the Secretary with seven (7) days’ notice to each director, either personally, by mail, by telegram, or by telephone;

special meetings shall be called in like manner and on like notice by the President or Secretary on the written request of two (2) directors

and shall in such case be held at the time requested by those directors, or, if the President or Secretary fails to call the special meeting

as requested, then the meeting may be called by the two requesting directors and shall be held at the time designated by those directors

in the notice.

SECTION 3.10 Quorum and Voting.

A quorum at any meeting of the Board shall consist

of a majority of the number of directors then serving, but not less than two (2) directors, provided that if and when a Board comprised

of one member is authorized, or in the event that only one director is then serving, then one director shall constitute a quorum. If a

quorum shall not be present at any meeting of the Board, the directors then present may adjourn the meeting to another time or place,

without notice other than announcement at the meeting, until a quorum shall be present. If a quorum is present, then the affirmative vote

of a majority of directors present is the act of the Board of Directors.

SECTION 3.11 Action Without Meeting.

Unless otherwise restricted by the articles or

these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without

a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed

with the minutes of proceedings of the Board or committee.

SECTION 3.12 Committee of the Board.

The Board, by resolution, adopted by a majority

of the full Board, may designate from among its members an executive committee and one or more other committees each of which, to the

extent provided in such resolution and permitted by law, shall have and may exercise all the authority of the Board. The Board, with or

without cause, may dissolve any such committee or remove any member thereof at any time. The designation of any such committee and the

delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.

SECTION 3.13 Compensation.

To the extent authorized by resolution of the Board

and not prohibited or limited by the articles, these Bylaws, or the stockholders, a director may be reimbursed by the Corporation for

his expenses, if any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation a fixed sum or a stated

salary or both for attending meetings of the Board. No such reimbursement or payment shall preclude any director from serving the Corporation

in any such capacity and receiving compensation therefor.

SECTION 3.14 Waiver.

A director’s attendance at or participation

in a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the director objects

at the beginning of the meeting or promptly upon his arrival to holding the meeting or transacting business at the meeting and does not

thereafter vote for or assent to action taken at the meeting. A director may otherwise waive notice of any annual, regular or special

meeting of directors by executing a written waiver of notice either before or after the time of the meeting.

SECTION 3.15 Chairman of the Board.

A Chairman of the Board may be appointed by the

directors. The Chairman of the Board shall perform such duties as from time to time may be assigned to him by the Board, the stockholders,

or these Bylaws. The Vice Chairman, if one has been elected, shall serve in the Chairman’s absence.

SECTION 3.16 Conduct of Meetings.

At each meeting of the Board and of the stockholders,

one of the following shall act as chairman of the meeting and preside, in the following order of precedence:

The Chairman of the Board;

The Vice Chairman;

The President of the Corporation; or

d) A director chosen by a majority of the directors

present, or if a majority is unable to agree on who shall act as chairman, then the director with the earliest date of birth shall act

as the chairman.

The Secretary of the Corporation, or if he shall

be absent from such meeting, the person whom the chairman of such meeting appoints, shall act as secretary of such meeting and keep the

minutes thereof. The order of business and rules of procedure at each meeting of the Board shall be determined by the chairman of such

meeting, but the same may be changed by the vote of a majority of those directors present at such meeting. The Board shall keep regular

minutes of its proceedings.

ARTICLE IV - OFFICERS

SECTION 4.1 Titles, Offices, Authority.

The officers of the Corporation shall be chosen

by the Board of Directors and shall include a President, a Secretary and a Treasurer, and may, but need not, include a Chairman, a Vice

Chairman, a Chief Executive Officer, a Chief Operating Officer, a Vice President, additional Vice Presidents, one or more assistant secretaries

and assistant treasurers, or any other officer appointed by the Board. Any number of offices may be held by the same person, unless the

articles or these Bylaws otherwise provide. If only one person is serving as an officer of this Corporation, he or she shall be deemed

to be President and Secretary. An officer shall have such authority and shall perform such duties in the management of the Corporation

as may be provided by the articles or these Bylaws, or as may be determined by resolution of the Board or the stockholders in accordance

with article V.

SECTION 4.2 Subordinate Officers.

The Board may appoint such subordinate officers,

agents or employees as the Board may deem necessary or advisable, including one or more additional Vice Presidents, one or more assistant

secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have authority and perform such duties

as are provided in these Bylaws or as the Board may from time to time determine. The Board may delegate to any executive officer or to

any committee the power to appoint any such additional officers, agents or employees. Notwithstanding the foregoing, no assistant secretary

or assistant treasurer shall have power or authority to collect, account for, or pay over any tax imposed by any federal, state or city

government.

SECTION 4.3 Appointment, Term of Office, Qualification.

The officers of the Corporation shall be appointed

by the Board and each officer shall serve at the pleasure of the Board until the next annual meeting and until a successor is appointed

and qualified, or until resignation or removal.

SECTION 4.4 Resignation.

Any officer may resign his office at any time by

giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the

time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be

necessary to make it effective.

SECTION 4.5 Removal.

Any officer or agent may be removed by the Board

whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to

the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.

SECTION 4.6 Vacancies.

A vacancy in any office, because of death, resignation,

removal, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed in Sections 4.1, 4.2 and 4.3

of this Article IV for appointment to such office.

SECTION 4.7 The President.

The President shall be the principal executive

officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs

of the Corporation. He may sign, when authorized by the Board, certificates for shares of the Corporation and deeds, mortgages, bonds,

contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof

shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by

law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the President and such other

duties as may be prescribed by the Board from time to time.

SECTION 4.8 The Vice President.

Each Vice President shall have such powers and

perform such duties as the Board or the President may from time to time prescribe and shall perform such other duties as may be prescribed

by these Bylaws. At the request of the President, or in case of his absence or inability to act, the Vice President or, if there shall

be more than one Vice President then in office, then one of them who shall be designated for the purpose by the President or by the Board

shall perform the duties of the President, and when so acting shall have all powers of, and be subject to all the restrictions upon, the

President.

SECTION 4.9 The Secretary.

The Secretary shall act as secretary of, and keep

the minutes of, all meetings of the Board and of the stockholders; he shall cause to be given notice of all meetings of the stockholders

and directors; he shall be the custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed, to all proper

instruments when deemed advisable by him; he shall have charge of the stock book and also of the other books, records and papers of the

Corporation relating to its organization as a Corporation, and shall see that the reports, statements and other documents required by

law are properly kept or filed; and he shall in general perform all the duties incident to the office of Secretary. He shall also have

such powers and perform such duties as are assigned to him by these Bylaws, and he shall have such other powers and perform such other

duties, not inconsistent with these Bylaws, as the Board shall from time to time prescribe. If no officer has been named as Secretary,

the duties of the Secretary shall be performed by the President or a person designated by the President.

SECTION 4.10 The Treasurer.

The Treasurer shall have charge and custody of,

and be responsible for, all the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements

in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name of and to the credit of the

Corporation in such banks and other depositories as may be designated by the Board, or in the absence of direction by the Board, by the

President; he shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements,

and shall render to the President and to the directors at the regular meetings of the Board or whenever they may require it, a statement

of all his transactions as Treasurer and an account of the financial condition of the Corporation; and, in general, he shall perform all

the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board. He may

sign, with the President or a Vice President, certificates of stock of the Corporation. If no officer has been named as Treasurer, the

duties of the Treasurer shall be performed by the President or a person designated by the President.

SECTION 4.11 Compensation.

The Board shall have the power to set the compensation

of all officers of the Corporation. It may authorize any officer, upon whom the power of appointing subordinate officers may have been

conferred, to set the compensation of such subordinate officers.

ARTICLE V - AUTHORITY TO INCUR CORPORATE

OBLIGATIONS

SECTION 5.1 Limit on Authority.

No officer or agent of the Corporation shall be

authorized to incur obligations on behalf of the Corporation except as authorized by the articles or these Bylaws, or by resolution of

the Board or the stockholders. Such authority may be general or confined to specific instances.

SECTION 5.2 Contracts and Other Obligations.

To the extent authorized by the articles or these

Bylaws, or by resolution of the Board or the stockholders, officers and agents of the Corporation may enter into contracts, execute and

deliver instruments, sign and issue checks, and otherwise incur obligations on behalf of the Corporation.

ARTICLE VI - SHARES AND THEIR TRANSFER

SECTION 6.1 Certificates for Shares.

Certificates representing shares of the Corporation

shall be in such form as shall be determined by the Board. Such certificates shall be signed by the President or a Vice President and

by the Secretary or an assistant secretary. The signatures of such officers upon a certificate may be facsimiles if the certificate is

manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate

for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented

thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All

certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate

for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate

a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board may prescribe. Notwithstanding the foregoing,

the Board may provide by resolution that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated

shares, including to permit participation in a direct registration program. Within a reasonable time after the issuance or transfer of

uncertificated shares, the Corporation shall send the registered holder a written statement containing the information required to be

set forth on certificates under the Nevada Revised Statutes.

SECTION 6.2 Issuance.

Before the Corporation issues shares, the Board

shall determine that the consideration received or to be received for the shares is adequate. A certificate shall not be issued for any

share until such share is fully paid.

SECTION 6.3 Transfer of Shares.

Transfer of shares of the Corporation shall be

made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish

proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the

Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares or, in the case of uncertificated shares,

upon receipt of proper transfer instructions from the registered holder or such holder’s legal representative or duly authorized

attorney. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof

for all purposes.

ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be the

calendar year; provided, however, that the Board may select a different fiscal year at any time for purposes of federal income taxes,

or otherwise.

ARTICLE VIII - DIVIDENDS

From time to time the Board may declare, and the

Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its articles.

ARTICLE IX – INDEMNIFICATION, INSURANCE

AND OFFICER AND DIRECTOR CONTRACTS

9.1 Indemnification: Third-Party Actions.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed

action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the

Corporation), by reason of the fact that he is or was a director or officer of the Corporation (and, in the discretion of the board of

directors, may so indemnify a person by reason of the fact that he is or was an employee, or agent of the Corporation, or is or was serving

at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust,

or other enterprise), against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and

reasonably incurred by him or her in connection with any such action, suit, or proceeding, if he or she acted in good faith and in a manner

reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding,

had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement,

conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did

not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation,

and with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

9.2 Indemnification: Corporate Actions.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed

action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was

a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director or officer

of the Corporation (and, in the discretion of the board of directors, may so indemnify a person by reason of the fact that he or she is

or was an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise), against expenses (including

attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit,

if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation,

except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged

to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine

upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and

reasonably entitled to indemnity for such expenses as the court deems proper.

9.3 Determination. To the extent that a

director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit,

or proceeding referred to in sections 9.1 and 9.2 hereof, or in defense of any claim, issue, or matter therein, such person shall be indemnified

against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. Any other

indemnification under sections 9.1 or 9.2 hereof, unless ordered by a court, shall be made by the Corporation only in the specific case

on a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because such person

has met the applicable standard of conduct set forth in sections 9.1 or 9.2 hereof. Such determination shall be made either (i) by the

board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, (ii)

if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel

in written opinion, or (iii) by the stockholders by a majority vote of a quorum of stockholders at any meeting duly called for such purpose.

9.4 Advances. Expenses incurred by an officer

or director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition

of such action, suit, or proceeding on receipt of an undertaking by or on behalf of such director or officers to repay such amount if

it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized by this section. Such

expenses incurred by other employees and agents may be so paid on such terms and conditions, if any, as the board of directors deems appropriate.

9.5 Scope of Indemnification. The indemnification

and advancement of expenses provided by, or granted pursuant to, sections 9.1, 9.2 and 9.4: (i) shall not be deemed exclusive of any other

rights to which those seeking indemnification or advancement of expenses may be entitled, under any bylaw, agreement, vote of stockholders

or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while

holding such office; and (ii) shall, unless otherwise provided when authorized or ratified, continue as to a person who ceased to be a

director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of

such person. Notwithstanding the foregoing, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses pursuant

to Section 9.4, indemnification may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction,

after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, where such

misconduct, fraud or violation was material to the cause of action.

9.6 Insurance. The Corporation may purchase

and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation or is or was serving

at the request of the Corporation as a director, officer, employee, or agent of another Corporation, partnership, joint venture, trust,

or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out

of status as such, whether or not the Corporation would have the power to indemnify such person against any such liability.

9.7 Officer and Director Contracts. No contract

or other transaction between the Corporation and one or more of its directors or officers or between the Corporation and any corporation,

partnership, association, or other organization in which one or more of the Corporation’s directors or officers are directors, officers,

or have a financial interest, is either void or voidable solely on the basis of such relationship or solely because any such director

or officer is present at or participates in the meeting of the board of directors or a committee thereof which authorizes the contract

or transaction or solely because the vote or votes of each director or officer are counted for such purpose, if: (i) the material facts

of the relationship or interest are disclosed or known to the board of directors or committee and the board or committee in good faith

authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested

directors be less than a quorum; (ii) the material facts of the relationship or interest are disclosed or known to the stockholders and

they approve or ratify the contract or transaction in good faith by the vote at a meeting of stockholders called for such purpose, or

the written consent, of stockholders holding a majority of the voting power (the votes of the common or interested directors or officers

shall be counted in any such vote of stockholders); or (iii) the contract or transaction is fair as to the Corporation at the time it

is authorized, approved, or ratified by the board of directors, a committee thereof, or the stockholders.

9.8 Waiver of Sections 78.378 - 78.3793.

Sections 78.378 through and including 78.3793 of the Nevada Revised Statutes shall not apply to the Corporation.

ARTICLE X - REPEAL, ALTERATION OR AMENDMENT

These Bylaws may be repealed, altered, or amended,

or substitute Bylaws may be adopted at any time by a majority of the Board at any regular or special meeting, or by the stockholders at

a special meeting called for that purpose. Any amendment made by the stockholders shall be valid.

CERTIFICATE OF SECRETARY

I, the undersigned, hereby certify:

That I am the duly elected and acting Secretary of Marwynn Holdings, Inc., a Nevada corporation (the “Corporation”); and

That the foregoing Third Amended and Restated Bylaws, comprising twenty (20) pages, constitute the Third Amended and Restated Bylaws of the Corporation as duly adopted by the Board of Directors by unanimous written consent on October 7, 2026.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed

the seal of the Corporation on October 7, 2026.

By:

/s/ Shengnan Xu

Name:

Shengnan Xu

Title:

Secretary

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