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Form 8-K

sec.gov
ZSQR The article is a Form 8-K filing detailing amendments to Z Squared Inc.'s Articles of Incorporation or Bylaws, specifically regarding quorum requirements for stockholder meetings. It does not contain market-moving information or express a positive or negative outlook on the company's performance.

8-K — Z Squared Inc.

Accession: 0001185185-26-003919

Filed: 2026-09-10

Period: 2026-09-09

CIK: 0001759186

SIC: 6199 (FINANCE SERVICES)

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

Item: Financial Statements and Exhibits

Documents

8-K — zsqr8k091026.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (zsqrex3-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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2026-09-09

2026-09-09

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2026

Z SQUARED INC.

(Exact name of registrant

as specified in its charter)

Delaware

001-39669

98-1465952

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

550

South Andrews Ave., Suite #700, Fort

Lauderdale, Florida 33301

(Address of principal executive offices) (Zip Code)

305-697-0792

(Registrant’s telephone

number, including area code)

Not Applicable

(Former name or former

address, if changed since last report)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions (see General Instruction A.2. below):

☐ Written communications pursuant

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

☐ Soliciting material pursuant to

Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications

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

☐ Pre-commencement communications

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

Securities registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

ZSQR

The Nasdaq

Global Market

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. ☐

Item 5.03 Amendments to Articles

of Incorporation or Bylaws; Change in Fiscal Year.

On September 10, 2026, the Board of Directors

(the “Board”) of Z Squared Inc. (the “Company”) approved and adopted the Third Amended and Restated Bylaws of

the Company (the “Third Amended and Restated Bylaws”), effective as of such date.

The Third Amended and Restated Bylaws amend and

restate Article I — Section 5 of the Company’s Second Amended and Restated Bylaws to (i) reduce the quorum required for the

transaction of business at meetings of the Company’s stockholders from the presence, in person (including virtually) or by proxy,

of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting to the presence, in person

(including virtually) or by proxy, of the holders of one-third (1/3) in voting power of the outstanding shares of stock entitled to vote

at the meeting, and (ii) provide that a quorum, once established, shall not be broken by the subsequent withdrawal of any stockholders

or their proxies. No other changes were made to the Company’s bylaws.

The foregoing description of the Third Amended

and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended

and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements

and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

3.1

Third Amended and Restated Bylaws of Z Squared Inc., adopted and effective as of September 9, 2026.

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

1

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.

Date: September 10, 2026

Z SQUARED INC.

By:

/s/ David Halabu

Name:

David Halabu

Title:

Chief Executive Officer

2

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: zsqrex3-1.htm · Sequence: 2

Exhibit 3.1

THIRD AMENDED AND RESTATED BYLAWS

OF

Z SQUARED, INC.

ARTICLE I

Meeting of Stockholders

1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall

be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be

designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called

at any time by the Chairman of the Board of Directors, or by the Chief Executive Officer or President, or by a resolution adopted by a

majority of the whole Board of Directors, but such special meetings may not be called by any other person or persons. Business transacted

at any special meeting of stockholders shall be limited to the purposes stated in the notice.

3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at

a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote

communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record

date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders

entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. To

be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not

later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th)

day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the

date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary

of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of

business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of

the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date

of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period

for the giving of a stockholder’s notice as described above. If mailed, such notice shall be deemed to be given when deposited in

the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records

of the corporation.

4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time

to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof

are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which

might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting

shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination

of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining

stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders

entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record

date so fixed for notice of such adjourned meeting.

5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws,

at each meeting of stockholders the presence in person (including virtually) or by proxy of the holders of one-third (1/3) in voting power

of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence

of a quorum, the stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time to time in the manner

provided in Article I — Section 4 of these bylaws until a quorum shall attend. Shares of its own stock belonging to the corporation

or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held,

directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that

the foregoing shall not limit the right of the corporation or any subsidiary of the corporation to vote stock, including but not limited

to its own stock, held by it in a fiduciary capacity. A quorum, once established, shall not be broken by the subsequent withdrawal of

any stockholders or their proxies.

6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board

of Directors or, in his or her absence, by the Chief Executive Officer or, in his or her absence, by the President or, in his or her absence,

by a Vice President or, in the absence of the foregoing persons, by a chairman designated by the Board of Directors or, in the absence

of such designation, by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence

the chairman of the meeting may appoint any person to act as secretary of the meeting.

7. Voting; Proxies. Except as otherwise provided by or pursuant to the provisions of the certificate

of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock

held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders

may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three

years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and

if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any

proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the corporation a revocation

of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. At all meetings of

stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect. All

other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless otherwise provided

by the certificate of incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the corporation, or applicable

law or pursuant to any regulation applicable to the corporation or its securities, be decided by the affirmative vote of the holders of

a majority in voting power of the shares of stock of the corporation which are present in person or by proxy and entitled to vote thereon.

8. Fixing Date for Determination of Stockholders of Record.

a. In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders

or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the

resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law,

not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such

date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines,

at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at

a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice

is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of

record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however,

that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and

in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date

as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

b. In order that the corporation may determine the stockholders entitled to receive payment of any dividend

or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange

of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which shall not be more than sixty

(60) days prior to such other action. If no such record date is fixed, the record date for determining stockholders for any such purpose

shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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9. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten

(10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however,

if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list

shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing

the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination

of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible

electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or

(ii) during ordinary business hours at the principal place of business of the corporation. If the meeting is to be held at a place, then

a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole

time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication,

then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible

electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise

provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders

required by this Article I — Section 9 or to vote in person or by proxy at any meeting of stockholders.

10. Action by Written Consent of Stockholders. Unless otherwise provided by the certificate

of incorporation, any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly held

meeting of stockholders of the corporation at which a quorum is present or represented and may not be effected by any consent in writing

by such stockholders.

11. Inspectors of Election. The corporation shall, in advance of any meeting of stockholders,

appoint one or more inspectors of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof

and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector

who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding

at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or

her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best

of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock

of the corporation outstanding and the voting power of each such share,

(ii) determine the shares of capital

stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine

and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v)

certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’

count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining

the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such

information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at

such election.

12. Conduct of Meetings. The date and time of the opening and the closing of the polls for each

matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting.

The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem

appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding

over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to adjourn the meeting, to prescribe

such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper

conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding

person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the

meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance

at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such

other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for

the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any

meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall,

if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if

such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly

brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the

person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary

procedure.

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13. Notice of Stockholder Business and Nominations.

a. Annual Meetings of Stockholders.

i. Nominations of persons for election to the Board of Directors of the corporation and the proposal of other

business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the corporation’s

notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or any committee thereof or (c) by

any stockholder of the corporation who was a stockholder of record of the corporation at the time the notice provided for in this Article

I — Section 13 is timely delivered to the Secretary of the corporation, who is entitled to vote at the meeting and who complies

with the notice procedures set forth in this Article I — Section 13.

ii. For any nominations or other business to be properly brought before an annual meeting by a stockholder

pursuant to clause (c) of paragraph (a)(i) of this Article I — Section 13, the stockholder must have given timely notice thereof

in writing to the Secretary of the corporation and any such proposed business (other than the nominations of persons for election to the

Board of Directors) must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered

to the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day,

nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s

annual meeting (provided, however, that in the event that no annual meeting was held in the previous year, the date of the annual

meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must

be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later

than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the

day on which public announcement of the date of such meeting is first made by the corporation). In no event shall the public announcement

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

notice as described above. Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate

for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for

election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a)

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder,

and (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected;

(b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to

be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration

and in the event that such business includes a proposal to amend the bylaws of the corporation, the language of the proposed amendment),

the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial

owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any,

on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s

books, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the corporation which are owned

beneficially and of record by such stockholder and such beneficial owner, (iii) a description of any agreement, arrangement or understanding

with respect to the nomination or proposal between or among such stockholder and/or such beneficial owner, any of their respective affiliates

or associates, and any others acting in concert with any of the foregoing, including, in the case of a nomination, the nominee, (iv) a

description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants,

convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered

into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owners, whether or not

such instrument or right shall be subject to settlement in underlying shares of capital stock of the corporation, 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

stockholder or such beneficial owner, with respect to securities of the corporation, (v) a representation that the stockholder is a holder

of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose

such business or nomination, (vi) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group

which intends (a) 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 or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies or votes from stockholders

in support of such proposal or nomination, and (vii) any other information relating to such stockholder and beneficial owner, if any,

required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as

applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a)

of the Exchange Act and the rules and regulations promulgated thereunder. The foregoing notice requirements of this Article I —

Section 13 shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified

the corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations

promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared

by the corporation to solicit proxies for such annual meeting. The corporation may require any proposed nominee to furnish such other

information as the corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of

the corporation.

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iii. Notwithstanding anything in the second sentence of paragraph (a)(ii) of this Article I — Section

13 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation at the annual

meeting is increased effective after the time period for which nominations would otherwise be due under paragraph (a)(ii) of this Article

I — Section 13 and there is no public announcement by the corporation naming the nominees for the additional directorships at least

one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required

by this Article I — Section 13 shall also be considered timely, but only with respect to nominees for the additional directorships,

if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on

the tenth (10th) day following the day on which such public announcement is first made by the corporation.

b. 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 at which directors are to be elected pursuant

to the corporation’s notice of meeting (1) by or at the direction of the Board of Directors or any committee thereof or (2) 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 Article I — Section 13 is delivered to the Secretary of the

corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this

Article I — Section 13. In the event the Board of Directors elects to call 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

the stockholder’s notice required by paragraph (a)(ii) of this Article I — Section 13 shall be delivered to the Secretary

at the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth (120th) day

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

meeting or the tenth (10th) day following the day on which public announcement is first made 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 announcement of an adjournment

or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice

as described above. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than

thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request.

c. General.

i. Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange

Act, only such persons who are nominated in accordance with the procedures set forth in this Article I — Section 13 shall be eligible

to be elected at an annual or special meeting of stockholders of the corporation to serve as directors and only such business shall be

conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this

Article I — Section 13. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (a) to determine

whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance

with the procedures set forth in this Article I — Section 13 (including whether the stockholder or beneficial owner, if any, on

whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may

be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation

as required by clause (a)(ii)(c)(vi) of this Article I — Section 13) and (b) if any proposed nomination or business was not made

or proposed in compliance with this Article I — Section 13, to declare that such nomination shall be disregarded or that such proposed

business shall not be transacted. Notwithstanding the foregoing provisions of this Article I — Section 13, unless otherwise required

by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders

of the corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall

not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this

Article I — Section 13, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer,

manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered

by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic

transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

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ii. For purposes of this Article I — Section 13, “public announcement” shall mean disclosure

in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly

filed by the corporation with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13, 14 or 15(d) of the

Exchange Act.

iii. Notwithstanding the foregoing provisions of this Section 1.13, a stockholder shall also comply with all

applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth

in this Article I — Section 13; provided however, that any references in these bylaws to the Exchange Act or the rules and

regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as

to any other business to be considered pursuant to this Article I — Section ۳۱ (including paragraphs (a)(i)(c) and (b)

hereof), and compliance with paragraphs (a)(i)(c) and (b) of this Article I — Section 13 shall be the exclusive means for a stockholder

to make nominations or submit other business (other than, as provided in the penultimate sentence of (a)(ii), business other than nominations

brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in this Article

I — Section 13 shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals or nominations in the

corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act or (b) of the holders

of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the certificate of incorporation or any certificate

of designation.

13A. Compliance with Rule 14a-19. In addition to the requirements set forth in Section 13 of

this Article I, any stockholder who intends to solicit proxies in support of director nominees other than the corporation's nominees in

accordance with Rule 14a-19 under the Exchange Act (a “Proxy Solicitor”) shall: (i) provide notice to the corporation that

meets the requirements of Rule 14a-19 under the Exchange Act, including a representation that the Proxy Solicitor will solicit holders

of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors (or such other percentage

as is then required under Rule 14a-19) in support of director nominees other than the corporation's nominees; (ii) include in such notice

a representation as to whether the Proxy Solicitor (and any beneficial owner on whose behalf the nomination is made) has complied and

will comply in all respects with all applicable requirements of Rule 14a-19 under the Exchange Act, including, without limitation, the

requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3); and (iii) deliver to the corporation, no later than five (5) business days prior

to the applicable meeting of stockholders, documentation reasonably evidencing the Proxy Solicitor's compliance with Rule 14a-19 under

the Exchange Act, including reasonable evidence that the Proxy Solicitor has satisfied the solicitation requirement of Rule 14a-19(a)(3).

If a Proxy Solicitor (a) fails to comply with the requirements of Rule 14a-19 under the Exchange Act, including if the Proxy Solicitor

(1) provides notice pursuant to Rule 14a-19(b) and subsequently (I) notifies the corporation that such Proxy Solicitor no longer intends

to solicit proxies in support of director nominees other than the corporation's nominees in accordance with Rule 14a-19, or (II) fails

to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3), or (2) fails to provide reasonable evidence sufficient to satisfy

the corporation that such Proxy Solicitor has met the requirements of Rule 14a-19(a)(3) in accordance with the foregoing or (b) fails

to comply with the requirements set forth in this Section 13A of Article I, then the nomination of each proposed nominee of such Proxy

Solicitor shall be disregarded (notwithstanding that proxies in respect of such vote may have been received by the corporation), and any

votes cast by stockholders in favor of such proposed nominee or nominees shall be disregarded. Upon request by the corporation, if any

Proxy Solicitor provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such Proxy Solicitor shall deliver to the corporation,

no later than five (5) business days prior to the applicable meeting of stockholders, reasonable evidence that it has met the requirements

of Rule 14a-19(a)(3).

14. Virtual Meetings. If authorized by the Board of Directors, and subject to such guidelines

and procedures as the Board of Directors may from time to time adopt, stockholders and proxyholders not physically present at a meeting

of stockholders may, by means of remote communication, (i) participate in a meeting of stockholders and (ii) be deemed present in person

and vote at a meeting of stockholders, whether such meeting is held at a designated place or solely by means of remote communication,

provided that the corporation shall implement reasonable measures to (a) verify that each person deemed present and permitted to vote

at the meeting by means of remote communication is a stockholder or proxyholder, (b) provide such stockholders and proxyholders a reasonable

opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear

the proceedings of the meeting substantially concurrently with such proceedings, and (c) maintain a record of any vote or other action

taken by such stockholders or proxyholders by means of remote communication. Meetings of stockholders may be held solely by means of remote

communication, in lieu of holding such meeting at any place, in accordance with Section 211(a)(2) of the General Corporation Law of the

State of Delaware.

6

ARTICLE II

Board of Directors

1. Number; Qualifications. Subject to the certificate of incorporation, the Board of Directors

shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors

need not be stockholders.

2. Election; Resignation; Vacancies. The Board of Directors shall initially consist of the

persons named as directors in the certificate of incorporation or elected by the incorporator of the corporation, and each director so

elected shall hold office until the first annual meeting of stockholders or until his or her successor is duly elected and qualified.

At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom

shall hold office for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s

earlier death, resignation, disqualification or removal. Any director may resign at any time upon notice to the corporation. Unless otherwise

provided by law or the certificate of incorporation, any newly created directorship or any vacancy occurring in the Board of Directors

for any cause may be filled only by a majority of the remaining members of the Board of Directors, although such majority is less than

a quorum, and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has

replaced or until his or her successor is elected and qualified.

3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places

within or without the State of Delaware and at such times as the Board of Directors may from time to time determine.

4. Special Meetings. Special meetings of the Board of Directors may be held at any time or

place within or without the State of Delaware whenever called by (i) the Board of Directors pursuant to a resolution adopted by a majority

of the whole Board of Directors; (ii) the chairman of the Board of Directors; or (iii) the chief executive officer or president of the

Corporation. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least

twenty-four hours before the special meeting.

5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated

by the Board of Directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by

means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall

constitute presence in person at such meeting.

6. Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors

entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except

in cases in which the certificate of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled

to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman

of the Board of Directors or, in his or her absence, by a chairman chosen at the meeting. The Secretary shall act as secretary of the

meeting, but in his or her absence, the chairman of the meeting may appoint any person to act as secretary of the meeting.

8. Action by Unanimous Consent of Directors. Unless otherwise restricted by the certificate

of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee

thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto

in writing or by electronic transmission and the writing or writings or electronic transmissions are filed with the minutes of proceedings

of the board or committee in accordance with applicable law.

7

ARTICLE III

Committees

1. Committees. The Board of Directors may designate one or more committees, each committee

to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate

members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification

of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he,

she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any

such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of

the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business

and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. To the

extent that the composition of any committee is subject to rules or requirements of any national securities exchange on which the corporation’s

securities are listed, the Board of Directors shall appoint committee members in a manner that is compliant with all such rules or regulations.

2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated

by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee

shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these bylaws.

ARTICLE IV

Officers

1. Officers. The officers of the corporation shall consist of a Chairman of the Board of Directors,

a Chief Executive Officer, a Chief Financial Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, a Controller

and such other officers as the Board of Directors may from time to time determine, each of whom shall be elected by the Board of Directors,

each to have such authority, functions or duties as set forth in these bylaws or as determined by the Board of Directors. Each officer

shall be chosen by the Board of Directors and shall hold office for such term as may be prescribed by the Board of Directors and until

such person’s successor shall have been duly chosen and qualified, or until such person’s earlier death, disqualification,

resignation or removal. The Board of Directors may elect or appoint co-Chairmen of the Board, co-Presidents or co-Chief Executive Officers

and, in such case, references in these bylaws to the Chairman of the Board, the President or the Chief Executive Officer shall refer to

either such co-Chairman of the Board, co-President or co-Chief Executive Officer, as the case may be.

2. Removal, Resignation and Vacancies. Any officer of the corporation may be removed, with

or without cause, by the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is

a party. Any officer may resign at any time upon written notice to the corporation, without prejudice to the rights, if any, of the corporation

under any contract to which such officer is a party. If any vacancy occurs in any office of the corporation, the Board of Directors may

elect a successor to fill such vacancy for the remainder of the unexpired term and until a successor shall have been duly chosen and qualified.

3. Chairman of the Board of Directors. The Chairman of the Board of Directors shall be deemed

an officer of the corporation, subject to the control of the Board of Directors, and shall report directly to the Board of Directors.

4. Chief Executive Officer. The Chief Executive Officer shall have general supervision and

direction of the business and affairs of the corporation, shall be responsible for corporate policy and strategy, and shall report directly

to the Chairman of the Board of Directors. Unless otherwise provided in these bylaws, all other officers of the corporation shall report

directly to the Chief Executive Officer or as otherwise determined by the Chief Executive Officer. The Chief Executive Officer shall,

if present and in the absence of the Chairman of the Board of Directors, preside at meetings of the stockholders and of the Board of Directors.

The Chief Executive Officer may also be the Chairman.

8

5. Chief Financial Officer. The Chief Financial Officer shall exercise all the powers and perform

the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the corporation.

The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the corporation and shall perform such

other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.

6. President. The President shall be the chief operating officer of the corporation, with general

responsibility for the management and control of the operations of the corporation. The President shall have the power to affix the signature

of the corporation to all contracts that have been authorized by the Board of Directors or the Chief Executive Officer. The President

shall, when requested, counsel with and advise the other officers of the corporation and shall perform such other duties as such officer

may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.

7. Vice Presidents. Each Vice President shall have such powers and duties as shall be prescribed

by his or her superior officer or the Chief Executive Officer. A Vice President shall, when requested, counsel with and advise the other

officers of the corporation and shall perform such other duties as such officer may agree with the his or her superior officer, the Chief

Executive Officer or as the Board of Directors may from time to time determine.

8. Treasurer. The Treasurer shall supervise and be responsible for all the funds and securities

of the corporation, the deposit of all moneys and other valuables to the credit of the corporation in depositories of the corporation,

borrowings and compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the corporation

is a party, the disbursement of funds of the corporation and the investment of its funds, and in general shall perform all of the duties

incident to the office of the Treasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the corporation

and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time

to time determine.

9. Controller. The Controller shall be the chief accounting officer of the corporation. The

Controller shall, when requested, counsel with any advice the other officers of the corporation and shall perform such other duties as

such officer may agree with the Chief Executive Officer or the Chief Financial Officer or as the Board of Directors may from time to time

determine.

10. Secretary. The powers and duties of the Secretary are: (i) to act as Secretary at all meetings

of the Board of Directors, of the committees of the Board of Directors and of the stockholders and to record the proceedings of such meetings

in a book or books to be kept for that purpose; (ii) to see that all notices required to be given by the corporation are duly given and

served; (iii) to act as custodian of the seal of the corporation and affix the seal or cause it to be affixed to all certificates of stock

of the corporation and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance

with the provisions of these bylaws; (iv) to have charge of the books, records and papers of the corporation and see that the reports,

statements and other documents required by law to be kept and filed are properly kept and filed; and (v) to perform all of the duties

incident to the office of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the corporation

and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time

to time determine.

11. Additional Matters. The Chief Executive Officer and the Chief Financial Officer of the corporation

shall have the authority to designate employees of the corporation to have the title of Executive Vice President, Senior Vice President,

Vice President, Assistant Vice President, Assistant Treasurer or Assistant Secretary. Any employee so designated shall have the powers

and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers

of the corporation unless elected by the Board of Directors.

9

ARTICLE V

Stock

1. Certificates. The shares of the corporation shall be represented by certificates (which

may be electronically recorded in book entry format), provided that the Board of Directors may provide by resolution or resolutions that

some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented

by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be

entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors or the President

or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying

the number of shares owned by such holder in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case

any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased

to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same

effect as if such person were such officer, transfer agent, or registrar at the date of issue.

2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation

may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed,

and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to

give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft

or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

Indemnification and Advancement of Expenses

1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest

extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”)

who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal,

administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or

she is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation,

is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership,

joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability

and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding

sentence, except as otherwise provided in Article VI — Section 1, the corporation shall be required to indemnify a Covered Person

in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part

thereof) by the Covered Person was authorized in the specific case by the Board of Directors of the corporation.

2. Prepayment of Expenses. The corporation shall to the fullest extent not prohibited by applicable

law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final

disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition

of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be

ultimately determined that the Covered Person is not entitled to be indemnified under this Article VI or otherwise.

3. Claims. If a claim for indemnification (following the final disposition of such proceeding)

or advancement of expenses under this Article VI is not paid in full within thirty (30) days after a written claim therefor by the Covered

Person has been received by the corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful

in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any

such action the corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification

or advancement of expenses under applicable law.

10

4. Non-exclusivity of Rights. The rights conferred on any Covered Person by this Article VI

shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the

certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

5. Other Sources. The corporation’s obligation, if any, to indemnify or to advance expenses

to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership,

joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification

or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

6. Amendment or Repeal. Any right to indemnification or to advancement of expenses of any Covered

Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of these bylaws after the occurrence of the

act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification

or advancement of expenses is sought.

7. Other Indemnification and Advancement of Expenses. This Article VI shall not limit the right

of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered

Persons when and as authorized by appropriate corporate action.

ARTICLE VII

Miscellaneous

1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the

Board of Directors.

2. Manner of Notice. Except as otherwise provided herein or permitted by applicable law, notices

to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses

appearing on the books of the corporation not less than ten (10) nor more than sixty (60) days before the meeting,. Without limiting the

manner by which notice otherwise may be given effectively to stockholders, and except as prohibited by applicable law, any notice to stockholders

given by the corporation under any provision of applicable law, the certificate of incorporation, or these bylaws shall be effective if

given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such

notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any stockholder who fails

to object in writing to the corporation, within sixty (60) days of having been given written notice by the corporation of its intention

to send the single notice permitted under this Article VII — Section 2, shall be deemed to have consented to receiving such single

written notice. Notice to directors may be given by telecopier, telephone or other means of electronic transmission.

3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of notice,

given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to timely notice.

Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for

the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully

called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors,

or members of a committee of directors need be specified in a waiver of notice.

4. Form of Records. Any records maintained by the corporation in the regular course of its

business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information

storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

11

5. Amendment of Bylaws. These bylaws may be altered, amended or repealed, and new bylaws made,

by the Board of Directors or by the affirmative vote of sixty-six and two-thirds percent of the outstanding voting power of the corporation.

6. Exclusive Forum. Unless the corporation consents in writing to the selection of an alternative

forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located

within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for

the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action

or proceeding brought on behalf of the corporation; (ii) any action asserting a claim of breach of fiduciary duty owed by any current

or former director, officer, stockholder, employee, or agent of the corporation to the corporation or the corporation's stockholders;

(iii) any action asserting a claim against the corporation or any current or former director, officer, stockholder, employee, or agent

of the corporation arising pursuant to any provision of the General Corporation Law of the State of Delaware, the certificate of incorporation,

or these bylaws; (iv) any action to interpret, apply, enforce, or determine the validity of the certificate of incorporation or these

bylaws; (v) any action asserting a claim governed by the internal affairs doctrine; or (vi) any action asserting an “internal corporate

claim” as that term is defined in Section 115 of the General Corporation Law of the State of Delaware. For the avoidance of doubt,

this Section 6 shall not apply to any action or proceeding asserting a claim under the Securities Act of 1933, as amended (the “Securities

Act”), or the Securities Exchange Act of 1934, as amended.

7. Federal Forum for Securities Act Claims. Unless the corporation consents in writing to the

selection of an alternative forum, to the fullest extent permitted by applicable law, the federal district courts of the United States

of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities

Act, against any defendant named in such complaint.

8. Notice and Consent. Any person or entity purchasing or otherwise acquiring any interest

in any security of the corporation shall be deemed to have notice of and consented to the provisions of Sections 6 and 7 of this Article

VII.

* * * * *

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Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

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Period Type:

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