Form 8-K

8-K — NATHANS FAMOUS, INC.

Accession: 0001104659-26-118639

Filed: 2026-10-26

Period: 2026-10-26

CIK: 0000069733

SIC: 5812 (RETAIL-EATING PLACES)

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

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

Item: Financial Statements and Exhibits

Documents

8-K — tm2628126d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2628126d1_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2628126d1_ex3-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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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) October 26, 2026

NATHAN’S FAMOUS, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-35962

11-3166443

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Jericho Plaza, Jericho, New York

11753

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including

Area Code: (516) 338-8500

N/A

(Former Name or Former Address, If Changed Since Last Report)

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 $.01 per share

NATH

The NASDAQ Global Market

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

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. ¨

Introductory Note

This Current Report on Form 8-K is being filed

in connection with the completion of the previously announced Merger (as defined below) pursuant to the Agreement and Plan of Merger,

dated January 20, 2026 (the “Merger Agreement”) by and among Nathan’s Famous Inc., a Delaware corporation (the

“Company”), Smithfield Foods, Inc., a Virginia corporation (“Parent”) and Boardwalk Merger Sub Inc.,

a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

On October 26, 2026 (the “Closing

Date”), pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub merged

with and into the Company (the “Merger” and the effective time of the

Merger, the “Effective Time”), with the Company continuing as the

surviving corporation in the Merger (the “Surviving Corporation”) and

becoming a wholly-owned subsidiary of Parent. At the Effective Time of the Merger, each share of common stock, par value $0.01 per

share, of the Company (“Common Stock”) issued and outstanding as of

immediately prior to the Effective Time was canceled and ceased to exist and (subject to certain exclusions specified in the Merger

Agreement, including with respect to any shares of Common Stock owned by stockholders who properly exercised appraisal rights for

such shares in accordance with Section 262 of the Delaware General Corporation Law) was automatically converted into the right

to receive $102.00 in cash, without interest and less any applicable withholding tax (the “Merger

Consideration”).

The foregoing description of the Merger Agreement

and the transactions contemplated thereby contained in this Introductory Note, including the Merger, does not purport to be complete and

is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is

incorporated by reference herein.

Item 1.02.

Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current

Report on Form 8-K is incorporated by reference into this Item 1.02.

In connection with the consummation of the Merger, on the Closing Date,

the Company terminated the Credit Agreement (the “Company Credit Agreement”), dated as of July 10, 2024, by and among

the Company, as borrower, the subsidiaries of the Company party thereto, as guarantors, the lenders from time to time party thereto and

Citibank, N.A., as administrative agent, swingline lender, issuing lender and a lender, and all outstanding commitments, including commitments

to issue letters of credit, under the Credit Agreement. In connection with the termination of the Company Credit Agreement, all outstanding

obligations for principal, interest and fees under the Company Credit Agreement were paid in full and all guarantees related thereto were

released and terminated.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the

Introductory Note and under Items 3.01, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into

this Item 2.01.

On October 26, 2026, the Company completed

the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company,

with the Company continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Parent.

Pursuant to the Merger Agreement, at the Effective

Time, each:

(i)

issued and outstanding share of Common Stock (other than shares of Common Stock to be cancelled in accordance with the terms of the Merger Agreement and shares of Common Stock owned by holders that have exercised their appraisal rights under the General Corporation Law of the State of Delaware) was converted into the right to receive the Merger Consideration, and all shares of Common Stock converted into the right to receive the Merger Consideration were automatically canceled and ceased to exist;

(ii)

outstanding option to purchase shares of Common Stock outstanding under a Company Stock Plan (as defined in the Merger Agreement) (each, a “Company Stock Option”), whether or not vested and exercisable, was, by virtue of the Merger, automatically and without any action on the part of the Company, Parent or the holder thereof, converted into the right to receive from Parent or the Surviving Corporation an amount in cash equal to the product obtained by multiplying (A) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Stock Option, by (B) the aggregate number of shares of Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time; and

(iii)

outstanding award of restricted stock units with respect to Common

Stock issued under a Company Stock Plan (each, a “Company RSU”) was, by virtue of the Merger, automatically and without

any action on the part of the Company, Parent or the holder thereof, deemed to have been earned and became fully vested (in the case of

any performance based award, with the applicable performance metrics at the target level), was not continued, assumed or substituted by

Parent, Merger Sub or the Surviving Corporation in the Merger and was canceled and extinguished as of the Effective Time and, in exchange

therefor, each former holder of any such Company RSUs became entitled to receive from Parent or the Surviving Corporation an amount in

cash equal to the product obtained by multiplying (A) the number of shares of Common Stock subject to such Company RSUs by (B) the

Merger Consideration.

Any dividend equivalents earned prior to the

Effective Time will be paid in cash as soon as administratively practicable following settlement of the Company RSUs.

The foregoing description of the Merger Agreement

and the transactions contemplated thereby contained in this Item 2.01, including the Merger, does not purport to be complete and is subject

to and qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated

by reference herein.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory

Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On October 26, 2026,

the Company (i) notified The Nasdaq Stock Market LLC (“Nasdaq”) of the

consummation of the Merger and (ii) requested that Nasdaq suspend trading of the Common Stock and file a Form 25 Notification of

Removal from Listing and/or Registration with the Securities and Exchange Commission (the “SEC”)

to remove the Common Stock from listing on Nasdaq and deregister the Common Stock pursuant to Section 12(b) of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

The Company also

intends to file with the SEC a Certification and Notice of Termination on Form 15 to terminate the registration of the Common Stock

under the Exchange Act and suspend the Company’s reporting obligations under Section 12(g) of the Exchange Act and

Section 13 and Section 15(d) of the Exchange Act.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory

Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

The information

set forth in the Introductory Note and under Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated

by reference into this Item 5.01.

As a result

of the Merger, at the Effective Time, a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of

Parent.

Item 5.02

Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information

set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

At the Effective

Time, pursuant to the Merger Agreement, Robert J. Eide, Eric Gatoff, Brian S. Genson, Barry Leistner, Andrew M. Levine, Howard M. Lorber,

Wayne Norbitz, Attilio F. Petrocelli, Joanne Podell and Charles Raich, each of whom was a director of the Company as of immediately prior

to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company's board of directors. At the

Effective Time, C. Shane Smith, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Surviving Corporation.

Item 5.03

Amendments to Articles of Incorporation or By-Laws; Change

in Fiscal Year.

The information

set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to

the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and by-laws were amended and restated in

their entirety. The Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws of the Company are attached hereto

as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Exhibit Description

2.1*+

Agreement and Plan of Merger, dated as of January 20, 2026, by and among Nathan's Famous, Inc., a Delaware corporation, Smithfield Foods, Inc., a Virginia corporation, and Boardwalk Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Smithfield Foods, Inc (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 21, 2026).*+

3.1

Amended and Restated Certificate of Incorporation of Nathan’s Famous, Inc.

3.2

Amended and Restated By-Laws of Nathan’s Famous, Inc.

104

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

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation

S-K. The Company agrees to furnish a copy of any omitted schedule to the SEC upon request.

Certain personally identifiable information has been omitted

from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

SIGNATURES

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.

Dated: October 26, 2026

NATHAN’S FAMOUS, INC.

By:

/s/

Eric Gatoff

Name:

Eric Gatoff

Title:

Chief Executive Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2628126d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

__________________

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

NATHAN’S

FAMOUS, INC.

__________________

FIRST: The name of the corporation

is “Nathan’s Famous, Inc.” (the “Corporation”).

SECOND: The registered office

of the Corporation in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code

19801. The name of the registered agent at such address upon which process against the Corporation may be served is The Corporation Trust

Company.

THIRD: The purpose of the

Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the

State of Delaware.

FOURTH: The total amount of

stock the Corporation is authorized to issue is 100 shares of common stock, with a par value of $0.01 per share.

FIFTH: In furtherance and

not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Corporation’s

bylaws without any action on the part of the stockholders, but this shall not divest the stockholders of the power, nor limit their power,

to adopt, amend or repeal the Corporation’s bylaws.

SIXTH: Elections of directors

need not be by written ballot unless the bylaws of the Corporation shall so provide, and the meetings of stockholders may be held within

or without the State of Delaware, as the bylaws may provide.

SEVENTH:

The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this

Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or

inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of any nature conferred upon stockholders,

directors, officers or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended

are granted subject to the rights reserved in this Article SEVENTH.

EIGHTH: To the fullest extent

permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, no director or officer

of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty

as a director or officer. No amendment, modification or repeal of this Article EIGHTH shall adversely affect any right of or protection

afforded to a director or officer of the Corporation hereunder in respect of any act or omission occurring immediately prior to the time

of such amendment, modification or repeal.

NINTH:

(a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved

in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”),

by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the

Corporation or 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 or other enterprise, including service with respect to employee benefit plans, whether the basis

of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while

serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized

by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such

amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted

the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments,

fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in

connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent

and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph

(b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof)

initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right

to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation

the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation

Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer (in his or her capacity as a director

or officer and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without

limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery

to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately

be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may,

by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect

as the foregoing indemnification of directors and officers.

(b) Right of Claimant

to Bring Suit. If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days

after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation

to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense

of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred

in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered

to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law

of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense

shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its

stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in

the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of

Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders)

that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant

has not met the applicable standard of conduct.

of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition

conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute,

provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

(d) Insurance. The

Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation

or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or

not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation

Law of the State of Delaware.

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2628126d1_ex3-2.htm · Sequence: 3

Exhibit 3.2

BYLAWS

NATHAN’S FAMOUS, INC.

ARTICLE I. Stockholders

Section 1.1.      Annual

Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, 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.

Section 1.2.      Special

Meetings. Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the President or the Board

of Directors, to be held at such time and place either within or without the State of Delaware as may be stated in the notice of the meeting.

A special meeting of stockholders shall be called by the Secretary (or other appointed officer) upon the written request, stating the

purpose of the meeting, of stockholders who together own of record 25% of the outstanding stock of any class entitled to vote at such

meeting.

Section 1.3.      Notice

of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall

be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for

which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor

more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. 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.

Section 1.4.      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 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 1.5.      Quorum.

At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these bylaws, the holders

of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or by proxy, shall constitute

a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the

manner provided in Section 1.4 of these bylaws until a quorum shall attend.

Section 1.6.      Organization.

Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in such person’s absence by the President,

or in such person’s 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 such person’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7.      Voting;

Proxies. Unless otherwise provided in 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 or to express consent or dissent to corporate action in writing without a meeting

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 duly executed 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 filing an instrument in writing revoking

the proxy or another duly executed proxy bearing a later date with the Secretary of the corporation. Voting at meetings of stockholders

need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all

classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders

for the election of directors, a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless

otherwise provided by law or by the certificate of incorporation or these bylaws, be decided by the vote of the holders of a majority

of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at the meeting.

Section 1.8.      Fixing

Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice

of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without

a meeting, or 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, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more

than sixty days prior to any other action. If no record date is fixed: (1) 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; (2) the

record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action

by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and (3) the record date

for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts

the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at 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 the adjourned

meeting.

Section 1.9.      List

of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a

complete list of the stockholders entitled to vote at the meeting, 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, 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 who is present. Upon the willful neglect or refusal of the directors to produce

such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock

ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders or to vote in person or

by proxy at any meeting of stockholders.

Section 1.10.      Written

Consent of Stockholders. Any action required by law to be taken at any annual or special meeting of stockholders of the corporation,

or any action which may be taken at any annual or special meeting of such 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 outstanding stock

having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares

entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous

written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II.

Board of Directors

Section 2.1.      Number;

Qualifications. The Board of Directors shall consist initially of the directors elected by the incorporator and, thereafter, of one

or more directors, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be

stockholders.

Section 2.2.      Election;

Resignation; Removal; Vacancies. Until the first annual meeting of stockholders or until successors or additional directors are duly

elected and qualified, the Board of Directors shall consist of the persons elected as such by the incorporator. At the first annual meeting

of stockholders and at each annual meeting thereafter, the stockholders shall elect directors, each to hold office until the next succeeding

annual meeting or until such person’s successor is elected and qualified or until such person’s earlier resignation or removal.

Any director may resign at any time upon written notice to the corporation. The stockholders may remove any director with or without cause

at any time. Except as otherwise provided in the certificate of incorporation, any vacancy occurring in the Board of Directors for any

cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or

by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the next succeeding

annual meeting of stockholders or until such person’s successor is elected and qualified or until such person’s earlier resignation

or removal.

Section 2.3.      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, and if so determined notices thereof need not be given.

Section 2.4.      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 the Chairman of the Board, if any, by the President or by one-third of the members of the Board of Directors. Reasonable notice

thereof shall be given by the person or persons calling the meeting.

Section 2.5.      Telephonic

Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a

meeting of the Board of Directors or such committee 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 bylaw shall constitute presence

in persons at such meeting.

Section 2.6.      Quorum;

Vote Required for Action. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a

quorum for the transaction of business; provided, however, that in no case shall a quorum consist of less than one third

(1/3) of the total number of directors established by resolution of the Board of Directors pursuant to Section 2.1 of these

bylaws. Except in cases in which the certificate of incorporation or these bylaws otherwise provide, the vote of a majority of the directors

present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7.      Organization.

Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in such person’s absence by the

President if the President is a director, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary

of the meeting, but in such person’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8.      Written

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, and the writing or writings are filed with the minutes

of proceedings of the Board of Directors or committee.

Section 2.9.      Chairman

of the Board. The Board of Directors may, if it so determines, choose a Chairman of the Board from among its members.

ARTICLE III.

Committees

Section 3.1.      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. Unless otherwise prohibited by a resolution of the Board of Directors, in the absence or disqualification

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

member or members 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 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; but no such committee shall have the power

or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or

matter (other than the election or removal of directors) expressly required by law to be submitted to stockholders for approval or (ii) adopting,

amending or repealing any bylaw of the corporation.

Section 3.2.      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

Section 4.1.      Executive

Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall choose a President

and a Secretary. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer, one

or more Assistant Treasurers and such other officers as it may determine. Each such officer shall hold office until the first meeting

of the Board of Directors after the annual meeting of stockholders next succeeding such officer’s election, and until such person’s

successor is elected and qualified or until such person’s earlier resignation or removal. Any officer may resign at any time upon

written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall

be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the

same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the

unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 4.2.      Powers

and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation

as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject

to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful

performance of such person’s duties.

ARTICLE V.

Stock

Section 5.1.      Certificates.

The shares of capital stock of the corporation may be certificated or uncertificated. If certificated, the shares shall be evidenced by

certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information

required by law. Transfer agents and/or registrars for one or more classes of shares of the corporation may be appointed by the Board

of Directors and may be required to countersign certificates representing shares of such class or classes. If any officer whose signature

or facsimile thereof shall have been used on a share certificate shall for any reason cease to be an officer of the corporation and such

certificate shall not then have been delivered by the corporation, the Board of Directors may nevertheless adopt such certificate and

it may then be issued and delivered as though such person had not ceased to be an officer of the corporation.

Section 5.2.      Lost,

Destroyed and Mutilated Certificates. Holders of the shares of the corporation shall notify the corporation of any loss, destruction

or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the

same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory

proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may

require.

ARTICLE VI.

Miscellaneous

Section 6.1.      Fiscal

Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 6.2.      Offices.

The corporation may have offices at such places within or without the State of Delaware as the Board of Directors may from time to time

determine or as the business of the corporation may require.

Section 6.3.      Seal.

The corporate seal, if there be one, shall have the name of the corporation inscribed thereon and shall be in such form as may be approved

from time to time by the Board of Directors.

Section 6.4.      Waiver

of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice,

whether before or after the time stated therein, shall be deemed equivalent to 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 any written waiver of notice.

Section 6.5.      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 be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information

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

shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 6.6.      Execution

of Instruments. All corporate checks, demands for money, notes of the Corporation, instruments and documents, shall be signed or countersigned,

executed, verified or acknowledged by such person or persons as the Board of Directors may, from time to time, designate.

Section 6.7.      Dividends.

Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the Board of Directors

at any regular or special meeting, in accordance with the General Corporation Law of the State of Delaware. Dividends may be paid in cash,

bonds, property or in the shares of the capital stock of the corporation subject to any provisions of the certificate of incorporation.

Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends, such sum or sums as

the Board of Directors, from time to time, in its discretion, thinks proper as a reserve fund to meet contingencies, or for equalizing

dividends, or for repairing or maintaining any property of the corporation or for such other purpose as the Board of Directors shall think

conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which

it was created.

Section 6.8.      Amendment

of Bylaws. These bylaws may be altered or repealed, and new bylaws made, by the Board of Directors or by the stockholders.

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