Form 8-K

8-K — Twin Vee PowerCats, Co.

Accession: 0001731122-26-000557

Filed: 2026-04-13

Period: 2026-04-10

CIK: 0001855509

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

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

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — e7547_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (e7547_ex2-1.htm)

EX-3.1 — EXHIBIT 3.1 (e7547_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (e7547_ex3-2.htm)

EX-99.1 — EXHIBIT 99.1 (e7547_ex99-1.htm)

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2026-04-10

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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):

April 10, 2026

Twin

Vee PowerCats Co.

(Exact name

of registrant as specified in its charter)

Nevada

001-40623

27-1417610

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3101 S. US-1

Ft. Pierce, Florida 34982

(Address

of principal executive offices)

(772) 429-2525

(Registrant’s telephone number, including

area code)

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 $0.001 per share

VEEE

The Nasdaq Stock Market LLC

(The Nasdaq Capital 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 3.01 Material Modification to Rights of Shareholders.

As previously disclosed by Twin Vee PowerCats Co.

(the “Company”), on December 4, 2025, at the 2025 annual meeting of stockholders, the stockholders of the Company approved

a proposal to reincorporate the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) pursuant

to the terms of a plan of conversion (the “Plan of Conversion”), as described in the Company’s definitive proxy statement

on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on October 23, 2025 (the

“Proxy Statement”).

Pursuant to the Plan of Conversion, the Company effected

the Reincorporation as of April 10, 2026 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware;

(ii) articles of conversion with the Nevada Secretary of State; and (iii) articles of incorporation with the Nevada Secretary of State

(the “Nevada Charter”). The Company also adopted new bylaws (the “Nevada Bylaws”) to reflect the Reincorporation.

At the effective time of

the Reincorporation:

· The Company’s state of incorporation changed from the State of Delaware

to the State of Nevada.

· The affairs of the Company ceased to be governed by the Delaware General

Corporation Law and the Company’s existing certificate of incorporation and bylaws, and instead, became governed by the Nevada Revised

Statutes, the Nevada Charter and the Nevada Bylaws.

· The Company continues to be the same entity and continues with all of the

same rights, privileges and powers.

· The Company continues to have the same name, possesses all of the same properties,

continues with all of the same debts, liabilities and obligations, and continues with the same officers and directors as immediately prior

to the Reincorporation.

· Each outstanding share of common stock of the Delaware corporation shall

represent a share of the Nevada corporation and each outstanding certificate representing shares of the Delaware corporation shall be

deemed an equivalent certificate representing shares of the Nevada corporation.

· The Company’s employee benefit and incentive plans continued, and

each option, equity award or other right issued under such plans by the Delaware corporation shall automatically be converted into an

option, equity award or right to purchase or receive the same number of shares of common stock of the Nevada corporation, at the same

price per share, upon the same terms and subject to the same conditions as before the Reincorporation. All employee benefit and incentive

plans of the Delaware corporation continue to be employee benefit and incentive plans of the Nevada corporation.

The Reincorporation did not

result in any change in the business, physical location, management, assets, liabilities or net worth of the Company, nor did it result

in any change in location of the Company’s current employees, including management. The Reincorporation did not affect any of the

Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual

arrangements will continue to be the rights and obligations of the Company after the Reincorporation. The daily business operations of

the Company will continue as they were conducted prior to the Reincorporation. The consolidated financial condition and results of operations

of the Company immediately after consummation of the Reincorporation remain the same as immediately before the Reincorporation.

As described in the Proxy

Statement, certain rights of the Company’s stockholders were changed as a result of the Reincorporation. A more detailed description

of the Plan of Conversion, Nevada Charter, and Nevada Bylaws, and the effects of the Reincorporation, are set forth in the Proxy Statement

under the heading “Proposal 3—Reincorporation to the State of Nevada by Conversion,” and the description contained

therein is incorporated herein by reference. Copies of the Plan of Conversion, the Nevada Charter and the Nevada Bylaws are attached hereto

as Exhibits 2.1, 3.1 and 3.2, respectively, and are incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

To the extent required, the information set forth

above under Item 3.03 is hereby incorporated by reference into this Item 5.03.

Item 8.01 Other Events.

On April 13, 2026, the Company issued a press release

announcing the completion of the Reincorporation. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report

on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

2.1

Plan of Conversion

3.1

Articles of Incorporation filed with the Secretary of State of the State of Nevada on April 10, 2026

3.2

Bylaws

99.1

Press release dated April 13, 2026

104

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

SIGNATURES

Pursuant to the requirements of the Securities

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

authorized.

Date: April 13, 2026

TWIN VEE POWERCATS CO.

(Registrant)

By:

/s/ Joseph Visconti

Name:

Joseph Visconti

Title:

Chief Executive Officer, Interim Chief Financial Officer and President

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: e7547_ex2-1.htm · Sequence: 2

EXHIBIT 2.1

PLAN OF CONVERSION

TWIN VEE POWERCATS CO.,

A DELAWARE CORPORATION

INTO

TWIN VEE POWERCATS CO.,

A NEVADA CORPORATION

THIS PLAN OF CONVERSION,

dated as of April 6, 2026 (including all of the Exhibits attached hereto, this “Plan”), is hereby adopted by Twin Vee PowerCats

Co., a Delaware corporation, in order to set forth the terms, conditions and procedures governing the conversion of Twin Vee PowerCats

Co. from a Delaware corporation to a Nevada corporation pursuant to Section 266 of the General Corporation Law of the State of Delaware,

as amended (the “DGCL”), and Section 92A.195 of the Nevada Revised Statutes, as amended (the “NRS”).

RECITALS

WHEREAS, Twin Vee PowerCats

Co. is a corporation organized and existing under the laws of the State of Delaware (the “Converting Entity”);

WHEREAS, the Board of Directors

of the Converting Entity has determined that it would be advisable and in the best interests of the Converting Entity and its stockholders

for the Converting Entity to convert from a Delaware corporation to a Nevada corporation pursuant to Section 266 of the DGCL and Sections

92A.195 and 92A.250 of the NRS;

WHEREAS, the form, terms

and provisions of this Plan have been authorized, approved and adopted by the Board of Directors of the Converting Entity;

WHEREAS, the Board of Directors

of the Converting Entity has submitted this Plan to the stockholders of the Converting Entity for approval; and

WHEREAS, the terms and

provisions of this Plan has been authorized, approved and adopted by the holders of a majority of the voting power of the stockholders

of the Converting Entity.

NOW, THEREFORE, the Converting

Entity hereby adopts this Plan as follows:

PLAN OF CONVERSION

1. Conversion; Effect of Conversion.

(a) Upon the Effective Time (as

defined in Section 3 below), the Converting Entity shall be converted from a Delaware corporation to a Nevada corporation pursuant to

Section 266 of the DGCL and Sections 92A.195 and 92A.250 of the NRS (the “Conversion”) and the Converting Entity, as converted

to a Nevada corporation (the “Converted Entity”), shall thereafter be subject to all of the provisions of the NRS, the existence

of the Converted Entity shall be deemed to have commenced on the date the Converting Entity commenced its existence in the State of Delaware.

(b) Upon the Effective Time, by

virtue of the Conversion and without any further action on the part of the Converting Entity or its stockholders, the Converted Entity

shall, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as the Converting Entity existing immediately

prior to the Effective Time. Upon the Effective Time, by virtue of the Conversion and without any further action on the part of the Converting

Entity or its stockholders, for all purposes of the laws of the State of Nevada, all of the rights, privileges and powers of the Converting

Entity existing immediately prior to the Effective Time, and all property, real, personal and mixed, and all debts due to the Converting

Entity existing immediately prior to the Effective Time, as well as all other things and causes of action belonging to the Converting

Entity existing immediately prior to the Effective Time, shall remain vested in the Converted Entity and shall be the property of the

Converted Entity and the title to any real property vested by deed or otherwise in the Converting Entity existing immediately prior to

the Effective Time shall not revert or be in any way impaired by reason of the Conversion; but all rights of creditors and all liens upon

any property of the Converting Entity existing immediately prior to the Effective Time shall be preserved unimpaired, and all debts, liabilities

and duties of the Converting Entity existing immediately prior to the Effective Time shall remain attached to the Converted Entity upon

the Effective Time, and may be enforced against the Converted Entity to the same extent as if said debts, liabilities and duties had originally

been incurred or contracted by the Converted Entity in its capacity as a corporation of the State of Delaware. The rights, privileges,

powers and interests in property of the Converting Entity existing immediately prior to the Effective Time, as well as the debts, liabilities

and duties of the Converting Entity existing immediately prior to the Effective Time, shall not be deemed, as a consequence of the Conversion,

to have been transferred to the Converted Entity upon the Effective Time for any purpose of the laws of the State of Nevada.

deemed to affect any obligations or liabilities of the Converting Entity incurred prior to the Conversion or the personal liability of

any person incurred prior to the Conversion.

(d) Upon the Effective Time, the

name of the Converted Entity shall remain unchanged and continue to be “Twin Vee PowerCats Co.”

(e) The Converting Entity intends

for the Conversion to constitute a tax-free reorganization qualifying under Section 368(a) of the Internal Revenue Code of 1986, as amended.

2. Filings.

As promptly as practicable following the adoption of this Plan by the Board of Directors and the stockholders of the Converting Entity,

the Converting Entity shall cause the Conversion to be effective by:

(a) executing and filing (or causing

the execution and filing of) Articles of Conversion pursuant to Section 92A.205 of the NRS, substantially in the form of Exhibit A

hereto (the “Nevada Articles of Conversion”), with the Secretary of State of the State of Nevada;

(b) executing and filing (or causing

the execution and filing of) a Certificate of Conversion pursuant to Sections 103 and 266 of the DGCL, substantially in the form of Exhibit

B hereto (the “Delaware Certificate of Conversion”), with the Secretary of State of the State of Delaware; and

the execution and filing of) Articles of Incorporation of the Converted Entity, substantially in the form of Exhibit C hereto (the

“Nevada Articles of Incorporation”), with the Secretary of State of the State of Nevada.

3. Effective

Time. The Conversion shall become effective upon the last to occur of the filing of the Nevada Articles of Conversion, the Delaware

Certificate of Conversion and the Nevada Articles of Incorporation (the time of the effectiveness of the Conversion, the “Effective

Time”).

4. Effect

of Conversion.

(a) Effect on Common Stock. Upon

the Effective Time, by virtue of the Conversion and without any further action on the part of the Converting Entity or its stockholders,

each share of Common Stock, $0.01 par value per share, of the Converting Entity (“Converting Entity Common Stock”) that is

issued and outstanding immediately prior to the Effective Time shall convert into one validly issued, fully paid and nonassessable share

of Common Stock, $0.01 par value per share, of the Converted Entity (“Converted Entity Common Stock”).

(b) Effect on Outstanding Stock

Options. Upon the Effective Time, by virtue of the Conversion and without any further action on the part of the Converting Entity or its

stockholders, each option to acquire shares of Converting Entity Common Stock outstanding immediately prior to the Effective Time shall

convert into an equivalent option to acquire, upon the same terms and conditions (including the vesting schedule and exercise price per

share applicable to each such option) as were in effect immediately prior to the Effective Time, the same number of shares of Converted

Entity Common Stock.

or Other Rights. Upon the Effective Time, by virtue of the Conversion and without any further action on the part of the Converting Entity

or its stockholders, each warrant or other right to acquire shares of Converting Entity Common Stock outstanding immediately prior to

the Effective Time shall convert into an equivalent warrant or other right to acquire, upon the same terms and conditions (including the

vesting schedule and exercise price per share applicable to each such warrant or other right) as were in effect immediately prior to the

Effective Time, the same number of shares of Converted Entity Common Stock.

(d) Effect on Stock Certificates.

All of the outstanding certificates representing shares of Converting Entity Common Stock immediately prior to the Effective Time shall

be deemed for all purposes to continue to evidence ownership of and to represent the same number of shares of Converted Entity Common

Stock.

(e) Effect on Employee Benefit,

Equity Incentive or Other Similar Plans. Upon the Effective Time, by virtue of the Conversion and without any further action on the part

of the Converting Entity or its stockholders, each employee benefit plan, equity incentive plan or other similar plan to which the Converting

Entity is a party shall continue to be a plan of the Converted Entity. To the extent that any such plan provides for the issuance of Converting

Entity Common Stock, upon the Effective Time, such plan shall be deemed to provide for the issuance of Converted Entity Common Stock.

(f) Effect of Conversion on Directors

and Officers. Upon the Effective Time, by virtue of the Conversion and without any further action on the part of the Converting Entity

or its stockholders, the members of the Board of Directors and the officers of the Converting Entity holding their respective offices

in the Converting Entity existing immediately prior to the Effective Time shall continue in their respective offices as members of the

Board of Directors and officers, respectively, of the Converted Entity.

5. Further

Assurances. If, at any time after the Effective Time, the Converted Entity shall determine or be advised that any deeds, bills of

sale, assignments, agreements, documents or assurances or any other acts or things are necessary, desirable or proper, consistent with

the terms of this Plan, (a) to vest, perfect or confirm, of record or otherwise, in the Converted Entity its right, title or interest

in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of the Converting Entity

existing immediately prior to the Effective Time, or (b) to otherwise carry out the purposes of this Plan, the Converted Entity and its

officers and directors (or their designees), are hereby authorized to solicit in the name of the Converted Entity any third-party consents

or other documents required to be delivered by any third party, to execute and deliver, in the name and on behalf of the Converted Entity,

all such deeds, bills of sale, assignments, agreements, documents and assurances and do, in the name and on behalf of the Converted Entity,

all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under

any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of the Converting Entity existing immediately

prior to the Effective Time and otherwise to carry out the purposes of this Plan.

Nevada Bylaws. Upon the Effective Time, the bylaws of the Converted Entity shall be the Bylaws of Twin

Vee PowerCats Co., substantially in the form of Exhibit D hereto.

7. Copy

of Plan of Conversion. After the Conversion, a copy of this Plan will be kept on file at the offices of the Converted Entity, and

any stockholder of the Converted Entity (or former stockholder of the Converting Entity) may request a copy of this Plan at no charge

at any time.

8. Termination.

At any time prior to the Effective Time, this Plan may be terminated, and the transactions contemplated hereby may be abandoned by action

of the Board of Directors of the Converting Entity if, in the opinion of the Board of Directors of the Converting Entity, such action

would be in the best interests of the Converting Entity and its stockholders. In the event of termination of this Plan, this Plan shall

become void and of no further force or effect

9. Third-Party

Beneficiaries. This Plan shall not confer any rights or remedies upon any person other than as expressly provided herein.

10. Severability.

Whenever possible, each provision of this Plan will be interpreted in such manner as to be effective and valid under applicable law, but

if any provision of this Plan is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to

the extent of such prohibition or invalidity, without invalidating the remainder of this Plan.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned

hereby causes this Plan to be duly executed as of the date hereof.

TWIN VEE POWERCATS CO.,

a Delaware corporation

By:

/s/ Joseph Visconti

Joseph Visconti

Chief Executive Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: e7547_ex3-1.htm · Sequence: 3

EXHIBIT 3.1

ARTICLES OF INCORPORATION

TWIN VEE POWERCATS CO.

The undersigned, for the purpose

of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the

requirements of the laws of the State of Nevada hereby certifies that:

ARTICLE I

NAME

The name of this Corporation is

Twin Vee PowerCats Co. (the “Corporation”).

ARTICLE II

REGISTERED OFFICE AND AGENT

The registered office of the Corporation

in the State of Nevada shall be established and maintained at the office of its registered agent. CT Corporation System shall be the registered

agent of the Corporation in charge thereof. The Corporation may, from time to time, in the manner provided by law, change the registered

agent and registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its

business, either within or without the State of Nevada.

ARTICLE III

PURPOSE

The purpose of this Corporation

is to engage in any lawful act or activity for which a Corporation may be organized under the Nevada Revised Statutes or any applicable

successor act thereto, as the same may be amended from time to time (“NRS”).

ARTICLE IV

CAPITAL STOCK

A. This Corporation is authorized

to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.”

The total number of shares which the Corporation is authorized to issue is Five Hundred Ten Million (510,000,000) shares. Five Hundred

Million (500,000,000) shares shall be Common Stock, each having a par value of $0.001; and Ten Million (10,000,000) shares shall be Preferred

Stock, each having a par value of $0.001.

B. The Preferred Stock may

be issued from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide for the issue of all

of any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each

such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating,

optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution

or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the NRS. The Board

of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares

of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be

decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior

to the adoption of the resolution originally fixing the number of shares of such series. The number of authorized shares of Preferred

Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders

of a majority of the voting power of the stock of the Corporation entitled to vote thereon, without a separate vote of the holders of

the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any certificate

of designation filed with respect to any series of Preferred Stock.

C. Shares of Common Stock

and Preferred Stock may be issued from time to time as the Board of Directors shall determine, and on such terms and for such consideration

as shall be fixed by the Board of Directors.

ARTICLE V

BOARD OF DIRECTORS

For the management of the business

and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation,

of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

A. Board of Directors.

The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number

of directors which shall constitute the Board of Directors shall be fixed exclusively by resolutions adopted by a majority of the authorized

number of directors constituting the Board of Directors. In no event shall the number of directors be less than the minimum prescribed

by law. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide. Directors need not be stockholders

of the Corporation.

B. Election of Board of Directors.

Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the Board of Directors

shall be and is divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be

possible, of one third of the total number of directors constituting the entire Board of Directors. The Board of Directors is authorized

to assign members of the Board of Directors already in office to Class I, Class II or Class III at the time such classification becomes

effective.

Subject to the rights of holders

of any series of Preferred Stock to elect directors under specified circumstances, each director shall serve for a term ending on the

date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided

that each director initially assigned to Class I shall serve for a term expiring at the Corporation’s first annual meeting of stockholders

held after the effectiveness of this Certificate of Incorporation; each director initially assigned to Class II shall serve for a term

expiring at the Corporation’s second annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation;

and each director initially assigned to Class III shall serve for a term expiring at the Corporation’s third annual meeting of stockholders

held after the effectiveness of this Certificate of Incorporation; provided further, that the term of each director shall continue until

the election and qualification of his or her successor and be subject to his or her earlier death, disqualification, resignation or removal.

Removal of Directors. The Board of Directors or any individual director

may be removed from office at any time (1) with cause by the affirmative vote of the holders of at least Sixty Percent (60%)

of the voting power of all the then-outstanding shares of capital stock of the Corporation, entitled to vote at an election of directors;

or (2) without cause by the affirmative vote of the holders of at least Sixty Percent (60%)

of the voting power of all the then-outstanding shares of the capital stock of the Corporation entitled to vote generally at an election

of directors.

D. Vacancies.

Subject to any limitations imposed by applicable law and subject to the rights of the holders of any series of Preferred Stock, any vacancies

on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships

resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies

or newly created directorships shall be filled by the stockholders and except as otherwise provided by applicable law, be filled only

by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not

by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term

of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.

E. Bylaw Amendments.

The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation.

Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority

of the authorized number of directors. The stockholders shall also have power to adopt,

amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or

series of stock of the Corporation required by law or by this Certificate of Incorporation, such action by stockholders shall require

the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding

shares of the capital stock of the Corporation entitled to vote generally in the election or directors, voting together as a single class.

F. Director Election. The

directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

G. Stockholder Action. No

action shall be taken by the stockholders of the Corporation except at an annual or special meeting of stockholders called in accordance

with the Bylaws. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders

before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

H. Committees of the Board.

Pursuant to the Bylaws the Board may establish one or more committees of the Board to which may be delegated any or all of the powers

and duties of the Board to the full extent permitted by law.

ARTICLE VI

LIMITATION OF LIABILITY AND INDEMNIFICATION

A. Liability of Directors.

The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law. If the NRS is hereafter

amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation

shall be eliminated or limited to the fullest extent authorized by the NRS, as so amended.

B. Indemnification. To the

fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to)

directors, officers and agents of the Corporation (and any other persons to which applicable law permits the Corporation to provide indemnification)

through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise in

excess of the indemnification and advancement otherwise permitted by such applicable law. If applicable law is amended after approval

by the stockholders of this Article VI to authorize corporate action further eliminating or limiting the personal liability of directors,

then the liability of a director to the Corporation shall be eliminated or limited to the fullest extent permitted by applicable law as

so amended.

C. Repeal or Modification.

Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights or protections or increase the

liability of any director under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise

to liability or indemnification.

ARTICLE VII

FORUM FOR ADJUDICATION OF DISPUTES

Unless the Corporation consents

in writing to the selection of an alternative forum, the Eighth Judicial District Court of the State of Nevada sitting in Clark County,

Nevada shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought

on behalf of the Corporation; (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee

of the Corporation to the Corporation or the Corporation’s stockholders; (3) any action asserting a claim against the Corporation

or any director or officer or other employee of the Corporation arising pursuant to any provision of the NRS Chapters 78 or 92A, the Corporation’s

Certificate of Incorporation or the Bylaws of the Corporation, any agreement entered into pursuant to NRS 78.365 or as to which the NRS

confers jurisdiction on the district court of the State of Nevada; or (4) any action asserting a claim against the Corporation or any

director or officer or other employee of the Corporation governed by the internal affairs doctrine. The choice of the Eighth Judicial

District Court of the State of Nevada sitting in Clark County, Nevada as the sole and exclusive forum for any derivative action or proceeding

brought on behalf of the Corporation shall not apply to suits to enforce a duty or liability created by the Securities Act of 1933, as

amended, or the Securities Exchange Act of 1934, as amended. In the event that the Eighth Judicial District Court of Clark County, Nevada

does not have jurisdiction over any such action, suit or proceeding, then any other state district court located in the State of Nevada

shall be the sole and exclusive forum therefor and in the event that no state district court in the State of Nevada has jurisdiction over

any such action, suit or proceeding, then a federal district court of the United States located within the State of Nevada shall be the

sole and exclusive forum therefor. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district

courts of the United States shall be the sole and exclusive forum for the resolution of any claim asserting a cause of action arising

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended , against any person in connection with

any offering of the Corporation’s securities, including, for the avoidance of doubt, any auditor, underwriter, expert, control person,

or other defendant, which person shall have the right to enforce this clause.

Any person or entity purchasing

or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented

to the provisions of this Article VII.

ARTICLE VIII

INAPPLICABILITY OF COMBINATIONS STATUTES

The Corporation shall not be subject to, and hereby

expressly elects not to be governed by, the provisions of NRS 78.411 to 78.444, inclusive.

ARTICLE IX

LIMITED WAIVER OF JURY TRIALS

To the fullest extent not inconsistent with any applicable

U.S. federal laws, any and all “internal actions” (as defined in NRS 78.046) must be tried in a court of competent jurisdiction

before the presiding judge as the trier of fact and not before a jury. This Article IX shall conclusively operate as a waiver of the right

to trial by jury by each party to any such internal action.

ARTICLE X

AMENDMENT

The Corporation reserves the right to amend, alter, change or repeal any

provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred

upon the stockholders herein are granted subject to this reservation.

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: e7547_ex3-2.htm · Sequence: 4

EXHIBIT 3.2

BYLAWS OF

TWIN VEE POWERCATS CO.

TABLE OF CONTENTS

Page

ARTICLE I — CORPORATE OFFICES

1.1.

REGISTERED OFFICE

1.2.

OTHER OFFICES

ARTICLE II — MEETINGS OF STOCKHOLDERS

2.1.

PLACE OF MEETINGS

2.2.

ANNUAL MEETING

2.3.

SPECIAL MEETING

2.4.

ADVANCE NOTICE PROCEDURES

2.5.

NOTICE OF STOCKHOLDERS’ MEETINGS

2.6.

QUORUM

2.7.

ADJOURNED MEETING; NOTICE

2.8.

CONDUCT OF BUSINESS

2.9.

VOTING

2.10.

STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

2.11.

RECORD DATES

2.12.

PROXIES

2.13.

LIST OF STOCKHOLDERS ENTITLED TO VOTE

2.14.

INSPECTORS OF ELECTION

ARTICLE III —DIRECTORS

3.1.

POWERS

3.2.

NUMBER OF DIRECTORS

3.3.

ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

3.4.

RESIGNATION AND VACANCIES

3.5.

PLACE OF MEETINGS; MEETINGS BY TELEPHONE

3.6.

REGULAR MEETINGS

3.7.

SPECIAL MEETINGS; NOTICE

3.8.

QUORUM; VOTING

3.9.

BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

3.10.

FEES AND COMPENSATION OF DIRECTORS

3.11.

REMOVAL OF DIRECTORS

ARTICLE IV — COMMITTEES

4.1.

COMMITTEES OF DIRECTORS

4.2.

COMMITTEE MINUTES

4.3.

MEETINGS AND ACTION OF COMMITTEES

4.4.

SUBCOMMITTEES

4.5.

POWERS DENIED TO COMMITTEES

ARTICLE V — OFFICERS

5.1.

OFFICERS

5.2.

COMPENSATION OF OFFICERS

5.3.

APPOINTMENT OF OFFICERS

5.4.

SUBORDINATE OFFICERS

5.5.

REMOVAL AND RESIGNATION OF OFFICERS

5.6.

VACANCIES IN OFFICES

5.7.

REPRESENTATION OF SHARES OF OTHER CORPORATIONS

5.8.

AUTHORITY AND DUTIES OF OFFICERS

ARTICLE VI — STOCK

6.1.

STOCK CERTIFICATES; PARTLY PAID SHARES

6.2.

SPECIAL DESIGNATION ON CERTIFICATES

6.3.

LOST, STOLEN OR DESTROYED CERTIFICATES

6.4.

DIVIDENDS

6.5.

TRANSFER OF STOCK

6.6.

STOCK TRANSFER AGREEMENTS

6.7.

REGISTERED STOCKHOLDERS

6.8.

FRACTIONAL SHARE INTERESTS

ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER

7.1.

NOTICE OF STOCKHOLDERS’ MEETINGS

7.2.

NOTICE BY ELECTRONIC TRANSMISSION

7.3.

NOTICE TO STOCKHOLDERS SHARING AN ADDRESS

7.4.

NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL

7.5.

WAIVER OF NOTICE

ARTICLE VIII — INDEMNIFICATION

8.1.

INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS

8.2.

INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

8.3.

SUCCESSFUL DEFENSE

8.4.

INDEMNIFICATION OF OTHERS

8.5.

ADVANCED PAYMENT OF EXPENSES

8.6.

LIMITATION ON INDEMNIFICATION

8.7.

DETERMINATION; CLAIM

8.8.

NON-EXCLUSIVITY OF RIGHTS

8.9.

INSURANCE

8.10.

SURVIVAL

8.11.

EFFECT OF REPEAL OR MODIFICATION

8.12.

CERTAIN DEFINITIONS

ARTICLE IX — GENERAL MATTERS

9.1.

CONFLICT OF INTEREST

9.2.

EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

9.3.

CHECKS, DRAFTS AND NOTES

9.4.

FISCAL YEAR

9.5.

SEAL

9.6.

CONSTRUCTION; DEFINITIONS

9.7.

GENERAL POWERS

BYLAWS OF TWIN VEE POWERCATS

CO.

ARTICLE I — CORPORATE OFFICES

1.1. REGISTERED OFFICE

The registered office of Twin Vee

PowerCats Co. shall be fixed in the corporation’s articles of incorporation. References in these bylaws to the articles of incorporation

shall mean the articles of incorporation of the corporation, as amended from time to time, including the terms of any certificate of designations

of any series of Preferred Stock.

1.2. OTHER OFFICES

The corporation’s board of

directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II — MEETINGS OF

STOCKHOLDERS

2.1. PLACE OF MEETINGS

Meetings of stockholders shall be

held at any place, within or outside the State of Nevada, designated by the board of directors. The board of directors may, in its sole

discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote

communication as authorized by Sections 78.320(4)-(6) of the Nevada Revised Statutes (Nevada Corporations Act) of the State of Nevada

(the “NRS”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the corporation’s

principal executive office.

2.2. ANNUAL MEETING

The annual meeting of stockholders

shall be held on such date, at such time, and at such place (if any) within or without the State of Nevada as shall be designated from

time to time by the board of directors and stated in the corporation’s notice of the meeting. At the annual meeting, directors shall

be elected and any other proper business may be transacted. Failure to hold the annual meeting at the designated time shall not affect

the validity of any corporate action taken by the corporation.

2.3. SPECIAL MEETING

(i) A

special meeting of the stockholders, other than those required by statute, may be called at any time only by (A) the direction of a majority

of the board of directors, (B) the chairperson of the board of directors, (C) the chief executive officer or (D) the president (in the

absence of a chief executive officer). A special meeting of the stockholders may not be called by any other person or persons. The board

of directors may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such

meeting has been sent to the stockholders.

(ii) The

notice of a special meeting shall include the purpose for which the meeting is called. Only such business shall be conducted at a special

meeting of stockholders as shall have been brought before the meeting by or at the direction of the board of directors, the chairperson

of the board of directors, the chief executive officer or the president (in the absence of a chief executive officer). Nothing contained

in this Section 2.3(ii) shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of

the board of directors may be held.

2.4. ADVANCE NOTICE PROCEDURES

(i) Advance

Notice of Stockholder Business. At an annual meeting of the stockholders, only such business shall be conducted as shall have

been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought: (A) pursuant to

the corporation’s proxy materials with respect to such meeting, (B) by or at the direction of a majority of the board of

directors, or (C) by a stockholder of the corporation who (1) is a stockholder of record at the time of the giving of the

notice required by this Section 2.4(i) and on the record date for the determination of stockholders entitled to vote at the annual

meeting and (2) has timely complied in proper written form with the notice procedures set forth in this Section 2.4(i). In addition,

for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder

action pursuant to these bylaws and applicable law. Except for proposals properly made in accordance with Rule 14a-8 under the

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

amended and inclusive of such rules and regulations), and included in the notice of meeting given by or at the direction of the

board of directors, for the avoidance of doubt, clause (C) above shall be the exclusive means for a stockholder to bring business

before an annual meeting of stockholders.

(a) To

comply with clause (C) of Section 2.4(i) above, a stockholder’s notice must set forth all information required under this Section

2.4(i) and must be timely received by the secretary of the corporation. To be timely, a stockholder’s notice must be received by

the secretary at the principal executive offices of the corporation not later than the 45th day nor earlier than the 75th

day before the one- year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability

of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the

event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior

to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice

by the stockholder to be timely, it must be so received by the secretary not earlier than the close of business on the 120th day prior

to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii)

the tenth day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. In no

event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving

of a stockholder’s notice as described in this Section 2.4(i)(a). “Public Announcement” shall mean disclosure

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

filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

(b) To

be in proper written form, a stockholder’s notice to the secretary must set forth as to each matter of business the

stockholder intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the

annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the

corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person (as defined below), (3)

the class and number of shares of the corporation that are held of record or are beneficially owned by the stockholder or any

Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder

Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered

into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, and

a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of

shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to

increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of

the corporation, (5) any material interest of the stockholder or a Stockholder Associated Person in such business,

and (6) a statement whether either

such stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the

percentage of the corporation’s voting shares required under applicable law to carry the proposal (such information provided

and statements made as required by clauses (1) through (6), a “Business Solicitation Statement”). In addition, to

be in proper written form, a stockholder’s notice to the secretary must be supplemented not later than ten days following the

record date for notice of the meeting to disclose the information contained in clauses (3) and (4) above as of the record date for

notice of the meeting. For purposes of this Section 2.4, a “Stockholder Associated Person” of any stockholder

shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial

owner of shares of stock of the corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or

nomination, as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such

person referred to in the preceding clauses (i) and (ii).

exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 2.4(i)

and, if applicable, Section 2.4(ii). In addition, business proposed to be brought by a stockholder may not be brought before the annual

meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the

Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains

an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The

chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly

brought before the annual meeting and in accordance with the provisions of this Section 2.4(i), and, if the chairperson should so determine,

he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.

(ii) Advance

Notice of Director Nominations at Annual Meetings. Notwithstanding anything in these bylaws to the contrary, only persons who are

nominated in accordance with the procedures set forth in this Section 2.4(ii) shall be eligible for election or re-election as directors

at an annual meeting of stockholders. Nominations of persons for election or re-election to the board of directors of the corporation

shall be made at an annual meeting of stockholders only (A) by or at the direction of the board of directors or (B) by a stockholder of

the corporation who (1) was a stockholder of record at the time of the giving of the notice required by this Section 2.4(ii) and on the

record date for the determination of stockholders entitled to vote at the annual meeting and (2) has complied with the notice procedures

set forth in this Section 2.4(ii). In addition to any other applicable requirements, for a nomination to be made by a stockholder, the

stockholder must have given timely notice thereof in proper written form to the secretary of the corporation.

(a) To

comply with clause (B) of Section 2.4(ii) above, a nomination to be made by a stockholder must set forth all information required under

this Section 2.4(ii) and must be received by the secretary of the corporation at the principal executive offices of the corporation at

the time set forth in, and in accordance with, the final three sentences of Section 2.4(i)(a) above.

(b)

To be in proper written form, such stockholder’s notice to the secretary must set forth:

(1) as

to each person (a “nominee”) whom the stockholder proposes to nominate for election or re-election as a director: (A)

the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the

class and number of shares of the corporation that are held of record or are beneficially owned by the nominee and any derivative positions

held or beneficially held by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions

has been entered into by or on behalf of the nominee with respect to any securities of the corporation, and a description of any other

agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of

which is to mitigate loss to,

or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power

of the nominee, (E) a description of all arrangements or understandings between the stockholder and each nominee and any other person

or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, (F) a written statement

executed by the nominee acknowledging that as a director of the corporation, the nominee will owe a fiduciary duty under Delaware law

with respect to the corporation and its stockholders, and (G) any other information relating to the nominee that would be required to

be disclosed about such nominee if proxies were being solicited for the election or re-election of the nominee as a director, or that

is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation the nominee’s written

consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected or re- elected, as the case

may be); and

(2) as

to such stockholder giving notice, (A) the information required to be provided pursuant to clauses (2) through (5) of Section 2.4(i)(b)

above, and the supplement referenced in the second sentence of Section 2.4(i)(b) above (except that the references to “business”

in such clauses shall instead refer to nominations of directors for purposes of this paragraph), and (B) a statement whether either such

stockholder or Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of a number of the corporation’s

voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect or re-elect such nominee(s)

(such information provided and statements made as required by clauses (A) and (B) above, a “Nominee Solicitation Statement”).

the request of the board of directors, any person nominated by a stockholder for election or re-election as a director must furnish to

the secretary of the corporation (1) that information required to be set forth in the stockholder’s notice of nomination of such

person as a director as of a date subsequent to the date on which the notice of such person’s nomination was given and (2) such

other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an

independent director or audit committee financial expert of the corporation under applicable law, securities exchange rule or regulation,

or any publicly-disclosed corporate governance guideline or committee charter of the corporation and (3) that could be material to a reasonable

stockholder’s understanding of the independence, or lack thereof, of such nominee; in the absence of the furnishing of such information

if requested, such stockholder’s nomination shall not be considered in proper form pursuant to this Section 2.4(ii).

(d) Without

exception, no person shall be eligible for election or re-election as a director of the corporation at an annual meeting of stockholders

unless nominated in accordance with the provisions set forth in this Section 2.4(ii). In addition, a nominee shall not be eligible for

election or re- election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations

made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee

contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not

made in accordance with the provisions prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare

at the annual meeting, and the defective nomination shall be disregarded.

(iii) Advance Notice of Director Nominations for Special Meetings.

(a) For

a special meeting of stockholders at which directors are to be elected or re- elected, nominations of persons for election or re-election

to the board of directors shall be made only (1) by or at the direction of the board of directors or (2) by any stockholder of the corporation

who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(iii) and on the record date for

the determination of stockholders entitled to vote at the special meeting and (B) delivers a timely written notice of the nomination to

the secretary of the corporation that includes the information set forth in Sections 2.4(ii)(b) and (ii)(c) above. To be timely,

such

notice must be received by the secretary at the principal executive offices of the corporation not later than the close of business on

the later of the 90th day prior to such special meeting or the tenth 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 or re-elected at such meeting.

A person shall not be eligible for election or re-election as a director at a special meeting unless the person is nominated (i) by or

at the direction of the board of directors or (ii) by a stockholder in accordance with the notice procedures set forth in this Section

2.4(iii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person,

as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if

the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material

fact necessary to make the statements therein not misleading.

(b) The

chairperson of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or business was

not made in accordance with the procedures prescribed by these bylaws, and if the chairperson should so determine, he or she shall so

declare at the meeting, and the defective nomination or business shall be disregarded.

(iv) Other

Requirements and Rights. In addition to the foregoing provisions of this Section 2.4, a stockholder must also comply with all applicable

requirements of state law and of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this Section

2.4. Nothing in this Section 2.4 shall be deemed to affect any rights of:

(a) (a)

a stockholder to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision)

under the 1934 Act; or

(b) the

corporation to omit a proposal from the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under

the 1934 Act.

2.5. NOTICE OF STOCKHOLDERS’ 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, 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 determining 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. Except as otherwise provided in the NRS, the articles of incorporation or these

bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the

meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice

of the meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him or her before or after

the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting,

except when the stockholder attends the 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 need be specified in any written waiver of notice.

2.6. QUORUM

The holders of not less than thirty-three

and one-third (33 1/3) percent of the stock issued and outstanding and entitled to vote, present in person , by

means of remote communication, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the

stockholders, except as otherwise provided in the NRS, the articles of incorporation or these bylaws. Where a separate vote by a class

or series or classes or series is required, the holders of not less than thirty-three and one-third (33 1/3) percent

of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a

quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the articles of incorporation

or these bylaws.

If a quorum is not present or represented

at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting,

present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement

at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business

may be transacted that might have been transacted at the meeting as originally noticed.

2.7. ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another

time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof,

and 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 adjourned meeting 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 60 days, a notice

of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting and a new record date shall be fixed.

If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors

shall fix a new record date for notice of such adjourned meeting in accordance with Section 78.350(2) of the NRS and Section 2.11 of these

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

the record date fixed for notice of such adjourned meeting.

2.8. CONDUCT OF BUSINESS

The chairperson of any meeting of

stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting

and the conduct of business. The chairperson of any meeting of stockholders shall be designated by the board of directors; in the absence

of such designation, the chairperson of the board, if any, the chief executive officer (in the absence of the chairperson) or the president

(in the absence of the chairperson of the board and the chief executive officer), or in their absence any other executive officer of the

corporation, shall serve as chairperson of the stockholder meeting.

2.9. VOTING

The stockholders entitled to vote

at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section

78.350 (relating to voting rights of stockholders), Section 78.365 (relating to voting trusts and other voting agreements) and other applicable

provisions of the NRS.

Except as may be otherwise provided

in the NRS, articles of incorporation or these bylaws, each stockholder shall be entitled to one vote for each share of capital stock

held by such stockholder.

As authorized by the articles of

incorporation, at each election of directors of the corporation, every stockholder entitled to vote shall have the right to multiply the

number of votes to which such stockholder may be entitled by the total number of directors to be elected in the same election by the holders

of the class or classes of stock of which such stockholder’s shares are a part, and such stockholder may cast the whole number of

such votes for one candidate or distribute them among any number of candidates. To exercise the right of cumulative voting, one or more

stockholders must give the president or secretary of the corporation written notice of their intention to cumulate votes at least forty-eight

(48) hours before the meeting (twenty-four (24) hours if notice of the meeting was delivered less than ten (10) days before the meeting).

Except as otherwise required by

law, the articles of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority

of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter

shall be the act of the stockholders. Except as otherwise required by law, the articles of incorporation or these bylaws, directors shall

be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote

on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the

election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or

represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law,

the articles of incorporation or these bylaws.

2.10. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Subject to the rights of the holders

of the shares of any series of Preferred Stock or any other class of stock or series thereof that have been expressly granted the right

to take action by written consent, any action required or permitted to be taken by the stockholders of the corporation must be effected

at a duly called annual or special meeting of stockholders of the corporation and may not be effected by any consent in writing by such

stockholders.

2.11. RECORD DATES

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 not be more than 60 nor less than 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 and to vote at a meeting of stockholders shall

be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business

on the day next preceding the day on which the meeting is held.

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 with the provisions of Section 78.350(2) of the NRS and

this Section 2.11 at the adjourned meeting.

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 the stockholders

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 record date shall not precede the date upon which the resolution fixing the record

date is adopted, and which record date shall be not more than 60 days prior to such action. If no 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.

2.12. PROXIES

Each stockholder entitled to vote

at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument

in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy

shall be voted or acted upon after six (6) months from its date, unless the proxy provides for a longer period, in which case the duration

may not exceed seven (7) years from its date. The revocability of a proxy that states on its face that it is irrevocable shall be governed

by the provisions of Section 78.355(4) of the NRS.

2.13. LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer who has charge of the

stock ledger of the corporation shall prepare and make, at least 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 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the

meeting date. The stockholder list shall be arranged in alphabetical order and show the address of each stockholder and the number of

shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other

electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to

the meeting for a period of at least 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 the meeting, or (ii) during ordinary business hours, at

the corporation’s principal place of business. In the event that the corporation determines to make the list available on an electronic

network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation.

If the meeting is to be held at a place, then the list 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. Such list shall

presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

2.14. INSPECTORS OF ELECTION

Before any meeting of

stockholders, the board of directors shall appoint an inspector or inspectors of election to act at the meeting or its adjournment.

The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or

refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy

shall, appoint a person to fill that vacancy.

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 and designated shall (i) ascertain the number

of shares of capital stock of the corporation outstanding and the voting power of each 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 inspector

or inspectors’ count of all votes and ballots.

In determining the validity and counting

of proxies and ballots cast at any meeting of stockholders of the corporation, the inspector or inspectors may consider such information

as is permitted by applicable law. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective

in all respects as the decision, act or certificate of all.

ARTICLE III — DIRECTORS

3.1. POWERS

The business and affairs of the corporation

shall be managed by or under the direction of the board of directors, except as may be otherwise provided in the NRS or the articles of

incorporation. The board of directors may exercise all powers of the corporation and do all lawful acts and things that are not by law,

the articles of incorporation or these bylaws required to be exercised or done by the stockholders.

3.2. NUMBER OF DIRECTORS

The board of directors shall consist

of one or more members, each of whom shall be a natural person. Unless the articles of incorporation fixes the number of directors, the

number of directors shall be determined from time to time solely by resolution of the board of directors. No reduction of the authorized

number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3. ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

Except as provided in Section 3.4

of these bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for

which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation

or removal. Directors need not be stockholders unless so required by the articles of incorporation or these bylaws. The articles of incorporation

or these bylaws may prescribe other qualifications for directors.

3.4. RESIGNATION AND VACANCIES

Any director may resign at any time

upon notice given in writing or by electronic transmission to the corporation; provided, however, that if such notice is given by electronic

transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that

the electronic transmission was authorized by the director. A resignation is effective when the resignation is delivered unless the resignation

specifies a later effective date or an effective date determined upon the happening of an event or events. Acceptance of such resignation

shall not be necessary to make it effective. A resignation which is conditioned upon the director failing to receive a specified vote

for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the articles of incorporation or these bylaws,

when one or more directors resign from the board of directors, effective at a future date, a majority of the directors then in office,

including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation

or resignations shall become effective.

3.5. Unless otherwise provided in the articles of incorporation or these bylaws, vacancies and newly created

directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to

vote as a single class shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining

director. If the directors are divided into classes, a person so elected by the directors then in office to fill a vacancy or newly created

directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her

successor shall have been duly elected and qualified. PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The board of directors may hold meetings,

both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the

articles of incorporation or these bylaws, 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 any committee, by means of conference telephone or other communications equipment

by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence

in person at the meeting.

3.6. REGULAR MEETINGS

Regular meetings of the board of directors

may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

3.7. SPECIAL MEETINGS; NOTICE

Special meetings of the board of

directors for any purpose or purposes may be called at any time by the chairperson of the board of directors, the chief executive officer,

the president, or a majority of the authorized number of directors, at such times and places as he or she or they shall designate.

Notice of the time and place of special

meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile; or

(iv) sent by electronic mail,

directed to each director at that

director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation’s

records.

If the notice

is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be

delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall

be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated

to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation’s principal

executive office) nor the purpose of the meeting.

3.8. QUORUM; VOTING

At all meetings of the board of

directors, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum

is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time,

without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may

continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the

required quorum for that meeting.

The vote of a majority of the directors

present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically

provided by statute, the articles of incorporation or these bylaws.

If the articles of incorporation

provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws

to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

3.9. BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise restricted by the

articles 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 committee, as the case may be, consent

thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with

the minutes of proceedings of the board of directors or committee. Such filing shall be in paper form if the minutes are maintained in

paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.10. FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the

articles of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors.

3.11. REMOVAL OF DIRECTORS

A director may be removed from office

by the stockholders of the corporation only for cause.

No reduction of the authorized number

of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE IV — COMMITTEES

4.1. COMMITTEES OF DIRECTORS

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 provided by the articles of incorporation, natural persons who are not directors may serve on a committee. In the absence

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

whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at

the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the

board of directors or in these bylaws, 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 that may require

it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter

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

adopt, amend or repeal any bylaw of the corporation.

4.2. COMMITTEE MINUTES

Each committee shall keep regular minutes

of its meetings and report the same to the board of directors when required.

4.3. MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees

shall be governed by, and held and taken in accordance with, the provisions of:

(i) Section 3.5 (place of meetings; meetings by telephone);

(ii) Section 3.6 (regular meetings);

(iii) Section 3.7 (special meetings; notice);

(iv) Section 3.8 (quorum; voting);

(v) Section 3.9 (action by written consent without a meeting); and

(vi) Section

7.5 (waiver of notice) with such changes in the context of those bylaws as are necessary to substitute the committee and its members for

the board of directors and its members. However:

(vii) the

time of regular meetings of committees may be determined by resolution of the committee;

(viii) special meetings of committees may also be called by resolution of the committee; and

(ix) notice

of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the

committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Any provision in the articles of incorporation

providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee

or subcommittee, unless otherwise provided in the articles of incorporation or these bylaws.

4.4. SUBCOMMITTEES

Unless otherwise provided in the

articles of incorporation, these bylaws or the resolutions of the board of directors designating the committee, a committee may create

one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or

all of the powers and authority of the committee.

4.5. POWERS DENIED TO COMMITTEES

Committees of the board of directors

shall not, in any event, have any power or authority to amend the corporation’s articles of incorporation (except that a committee

may, to the extent authorized in the resolution or resolutions providing for the issuance of class of stock or series of stock adopted

by the board of directors as provided in Section 78.1955 of the NRS, fix the designations, powers and any of the preferences, rights,

qualifications, limitations or restrictions of such class of stock or series of stock relating to dividends, redemption, dissolution,

any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or

classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series

of stock or authorize the increase or decrease of the shares of any series), adopt an agreement of merger or consolidation, recommend

to the stockholders the sale, lease, or exchange of all or substantially all of the corporation’s property and assets, recommend

to the stockholders a dissolution of the corporation or a revocation of a dissolution, or to adopt, amend, or repeal the bylaws of the

corporation. Further, no committee of the board of directors shall have the power or authority to declare a dividend, to authorize the

issuance of stock, or to adopt a articles of ownership and merger pursuant to Section 253 of the NRS, unless the resolution or resolutions

designating such committee expressly so provides.

ARTICLE V — OFFICERS

5.1. OFFICERS

The officers of the corporation shall

be a president and a secretary. The corporation may also have, at the discretion of the board of directors, a chairperson of the board

of directors, a vice chairperson of the board of directors, a chief executive officer, a chief financial officer or treasurer, one or

more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and

any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the

same person.

5.2. COMPENSATION OF OFFICERS

The board of directors shall have

power to fix the compensation of all officers of the company. It may authorize any officer, upon whom the power of appointing subordinate

officers may have been conferred, to fix the compensation of such subordinate officers.

5.3. APPOINTMENT OF OFFICERS

The board of directors shall appoint

the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws,

subject to the rights, if any, of an officer under any contract of employment. A vacancy in any office because of death, resignation,

removal, disqualification or any other cause shall be filled in the manner prescribed in this Section 5 for the regular election to such

office.

5.4. SUBORDINATE OFFICERS

The board of directors may appoint,

or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers

and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such

authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

5.5. REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of

an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority

of the board of directors at any regular or special meeting of the board of directors or, except in the case of an officer chosen by the

board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time

by giving written or electronic notice to the corporation; provided, however, that if such notice is given by electronic transmission,

such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic

transmission was authorized by the officer. Any resignation shall take effect at the date of the receipt of that notice or at any later

time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be

necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which

the officer is a party.

5.6. VACANCIES IN OFFICES

Any vacancy occurring in any office

of the corporation shall be filled by the board of directors or as provided in Section 5.3.

5.7. REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairperson of the board of

directors, the president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person

authorized by the board of directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of

this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation.

The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power

of attorney duly executed by such person having the authority.

5.8. AUTHORITY AND DUTIES OF OFFICERS

In addition to the duties of each

officer as set out below, all officers of the corporation shall respectively have such authority and perform such duties in the management

of the business of the corporation as may be designated from time to time 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.

(a) Chairperson of the Board

The chairperson of the board shall preside at

all meetings of the stockholders and directors, and shall have such other duties as may be assigned to him or her from time to time by

the board of directors.

(b) President

Unless the board of directors otherwise

determines, the president shall be the chief executive officer and head of the company. Unless there is a chairperson of the board, the

president shall preside at all meetings of directors and stockholders. Under the supervision of the board of directors, the president

shall have the general control and management of its business and affairs, subject, however, to the right of the board of directors to

confer any specific power, except such as may be by statute exclusively conferred on the president, upon any other officer or officers

of the company. The president shall perform and do all acts and things incident to the position of president and such other duties as

may be assigned to the president from time to time by the board of directors.

The treasurer shall have the care

and custody of all the funds and securities of the company that may come into his or her hands as treasurer, and the power and authority

to endorse checks, drafts and other instruments for the payment of money for deposit or collection when necessary or proper and to deposit

the same to the credit of the company in such bank or banks or depository as the board of directors, or the officers or agents to whom

the board of directors may delegate such authority, may designate, and may endorse all commercial documents requiring endorsements for

or on behalf of the company. The treasurer may sign all receipts and vouchers for the payments made to the company. The treasurer shall

render an account of his or her transactions to the board of directors as often as the board of directors or the committee shall require

the same. The treasurer shall enter regularly in the books to be kept by him or her for that purpose full and adequate account of all

moneys received and paid by him or her on account of the company. The treasurer shall perform all acts incident to the position of treasurer,

subject to the control of the board of directors. The treasurer shall when requested, pursuant to vote of the board of directors, give

a bond to the company conditioned for the faithful performance of his or her duties, the expense of which bond shall be borne by the company.

(d) Secretary

The secretary shall keep the minutes

of all meetings of the board of directors and of the stockholders; he or she shall attend to the giving and serving of all notices of

the company. Except as otherwise ordered by the board of directors, he or she shall attest the seal of the company upon all contracts

and instruments executed under such seal and shall affix the seal of the company thereto and to all certificates of shares of capital

stock of the company. The secretary shall have charge of the stock certificate book, transfer book and stock ledger, and such other books

and papers as the board of directors may direct. The secretary shall, in general, perform all the duties of secretary, subject to the

control of the board of directors.

ARTICLE VI — STOCK

6.1. STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of the corporation shall

be represented by certificates, provided that the board of directors may provide by resolution or resolutions that some or all of any

or all classes or series of its 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 chairperson of the board of directors or vice-chairperson 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 representing the number of shares registered in certificate form. Any or all of 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

has 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. The corporation shall not have

power to issue a certificate in bearer form.

The corporation may issue the whole

or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face

or back of each stock certificate issued to represent any such partly-paid shares, or upon the books and records of the corporation in

the case of uncertificated partly-paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall

be stated. Upon the declaration of any dividend on fully-paid shares, the corporation shall declare a dividend upon partly-paid shares

of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

6.2. SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to

issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative,

participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions

of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation

shall issue to represent such class or series of stock. In lieu of the foregoing requirements that may be set forth on the face or back

of the certificate that the corporation shall issue to represent such class or series of stock, a statement that the corporation will

furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating,

optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such

preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send

to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant

to this section 6.2 or Sections 78.235(5) or 104.8202 of the NRS or, in lieu thereof, a statement that the corporation will furnish without

charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special

rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations

of the holders of certificates representing stock of the same class and series shall be identical.

6.3. LOST, STOLEN OR DESTROYED CERTIFICATES

Except as provided in this Section 6.3,

no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation

and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares 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 or uncertificated shares.

6.4. DIVIDENDS

The board of directors, subject

to any restrictions contained in the articles of incorporation or applicable law, may declare and pay dividends upon the shares of the

corporation’s capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock,

subject to the provisions of the articles of incorporation.

The board of directors may set apart

out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such

reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation,

and meeting contingencies.

6.5. TRANSFER OF STOCK

Transfers of record of shares of

stock of the corporation shall be made only upon its books by the holders thereof, in person or by an attorney or legal representative

duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares,

properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer; provided, however, that such

succession, assignment or authority to transfer is not prohibited by the articles of incorporation, these bylaws, applicable law or contract.

6.6. STOCK TRANSFER AGREEMENTS

The corporation shall have power to enter into

and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer

of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the NRS.

6.7. REGISTERED STOCKHOLDERS

The corporation:

(i) shall

be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote

as such owner;

(ii) shall

be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(iii) shall

not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether

or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

6.8. FRACTIONAL SHARE INTERESTS

The corporation may, but shall not be

required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (i) arrange for the disposition

of fractional interests by those entitled thereto, (ii) pay in cash the fair value of fractions of a share as of the time when those entitled

to receive such fractions are determined, or (iii) issue scrip or warrants in registered or bearer form that shall entitle the holder

to receive a certificate for a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional

share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive

dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The board of directors may

cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing

full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be

sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions that

the board of directors may impose.

ARTICLE VII — MANNER OF

GIVING NOTICE AND WAIVER

7.1. NOTICE OF STOCKHOLDERS’ MEETINGS

Notice of any meeting of stockholders,

if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s

address as it appears on the corporation’s records. An affidavit of the secretary or an assistant secretary of the corporation or

of the transfer agent or other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie

evidence of the facts stated therein.

7.2. NOTICE BY ELECTRONIC TRANSMISSION

Without limiting the manner by which

notice otherwise may be given effectively to stockholders pursuant to the NRS, the articles of incorporation or these bylaws, any notice

to stockholders given by the corporation under any provision of the NRS, the articles of incorporation or these bylaws shall be effective

if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable

by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if:

(i) the

corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent;

and

(ii) such

inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible

for the giving of notice.

However, the inadvertent failure

to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding

paragraph shall be deemed given:

(i) if

by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii) if

by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(iii) if

by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A)

such posting and (B) the giving of such separate notice; and

(iv)

if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or

an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic

transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

An “electronic transmission”

means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained,

retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated

process.

7.3. NOTICE TO STOCKHOLDERS SHARING AN ADDRESS

Except as otherwise prohibited under

the NRS, and without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders

given by the corporation under the provisions of the NRS, the articles 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 60 days of having been given written notice by the corporation of its intention to send the single

notice, shall be deemed to have consented to receiving such single written notice.

7.4. NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL

Whenever notice is required to be

given, under the NRS, the articles of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of

such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license

or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with

whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action

taken by the corporation is such as to require the filing of a certificate or other instrument under the NRS, such instrument shall state,

if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with

whom communication is unlawful.

7.5. WAIVER OF NOTICE

Whenever notice is required to be

given to stockholders, directors or other persons under any provision of the NRS, the articles of incorporation or these bylaws, a written

waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before

or after the time of the event for which notice is to be given, 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 or the board of directors, as the case may

be, need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the articles of incorporation

or these bylaws.

ARTICLE VIII — INDEMNIFICATION

8.1. INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY

PROCEEDINGS

Subject to the other provisions

of this Article VIII, the corporation shall indemnify, to the fullest extent permitted by the NRS, as now or hereinafter in effect, any

person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether

civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the corporation)

by reason of the fact that such person is or was a director of the corporation or an officer of the corporation, or while a director of

the corporation 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, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees),

judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if

such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation,

and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The

termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not,

of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be

in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause

to believe that such person’s conduct was unlawful.

8.2. INDEMNIFICATION

OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

Subject to the other provisions of

this Article VIII, the corporation shall indemnify, to the fullest extent permitted by the NRS, as now or hereinafter in effect, any person

who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of

the corporation to procure a judgment in its favor by reason of the fact that such person 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, partnership,

joint venture, trust or other enterprise against expenses (including attorneys’ fees)

actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted

in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except

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

of competent jurisdiction, after exhaustion of all appeals, to be liable to the corporation unless and only to the extent that such court

in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all

the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses such court or any other court

shall deem proper.

8.3. SUCCESSFUL DEFENSE

To the extent that a present or former

director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described

in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses

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

8.4. INDEMNIFICATION OF OTHERS

Subject to the other provisions

of this Article VIII, the corporation shall have power to indemnify its employees and its agents to the extent not prohibited by the NRS

or other applicable law. The board of directors shall have the power to delegate the determination of whether employees or agents shall

be indemnified to such person or persons as the board of determines.

8.5. ADVANCED PAYMENT OF EXPENSES

Expenses (including attorneys’

fees) incurred by an officer or director of the corporation in defending any Proceeding shall be paid by the corporation in advance of

the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing

such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person

is not entitled to be indemnified under this Article VIII or the NRS. Such expenses (including attorneys’ fees) incurred by former

directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems reasonably

appropriate and shall be subject to the corporation’s expense guidelines. The right to advancement of expenses shall not apply to

any claim for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding referenced in Section 8.6(ii) or

8.6(iii) prior to a determination that the person is not entitled to be indemnified by the corporation.

8.6. LIMITATION ON INDEMNIFICATION

Subject to the requirements in Section

8.3 and the NRS, the corporation shall not be obligated to indemnify any person pursuant to this Article VIII in connection with any Proceeding

(or any part of any Proceeding):

(i)

for which payment has actually been made to or on behalf of such person under any statute, insurance

policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(ii) for

an accounting or disgorgement of profits pursuant to Section 16(b) of the 1934 Act, or similar provisions of federal, state or local statutory

law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

(iii) for

any reimbursement of the corporation by such person of any bonus or other incentive- based or equity-based compensation or of any profits

realized by such person from the sale of securities of the corporation, as required in each case under the 1934 Act (including any such

reimbursements that arise from an accounting restatement of the corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002

(the “Sarbanes-Oxley Act”), or the payment to the corporation of profits arising from the purchase and sale by such

person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant

to any settlement arrangements);

(iv) initiated

by such person against the corporation or its directors, officers, employees, agents or other indemnitees, unless (a) the board of directors

authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the corporation provides the indemnification,

in its sole discretion, pursuant to the powers vested in the corporation under applicable law, (c) otherwise required to be made under

Section 8.7 or (d) otherwise required by applicable law; or

(v) if

prohibited by applicable law; provided, however, that if any provision or provisions of this Article VIII shall be held to be invalid,

illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this

Article VIII (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid,

illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired

thereby; and (2) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion

of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give

effect to the intent manifested by the provision held invalid, illegal or unenforceable.

8.7. DETERMINATION; CLAIM

If a claim for

indemnification or advancement of expenses under this Article VIII is not paid in full within 90 days after receipt by the corporation

of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her

entitlement to such indemnification or advancement of expenses. The corporation shall indemnify such person against any and all expenses

that are incurred by such person in connection with any action for indemnification or advancement of expenses from the corporation under

this Article VIII, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit,

the corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the

requested indemnification or advancement of expenses.

8.8. NON-EXCLUSIVITY OF RIGHTS

The indemnification and advancement

of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking

indemnification or advancement of expenses may be entitled under the articles of incorporation or any statute, bylaw, agreement, vote

of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in

another capacity while holding such office. The corporation is specifically authorized to enter into individual contracts with any or

all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not

prohibited by the NRS or other applicable law.

8.9. INSURANCE

The corporation may purchase and maintain

insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the

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

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

person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under

the provisions of the NRS.

8.10. SURVIVAL

The rights to indemnification and advancement

of expenses conferred by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee or agent and

shall inure to the benefit of the heirs, executors and administrators of such a person.

8.11. EFFECT OF REPEAL OR MODIFICATION

Any amendment, alteration or repeal

of this Article VIII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring

prior to such amendment, alteration or repeal.

8.12. CERTAIN DEFINITIONS

For purposes of this Article VIII,

references to the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including

any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had

power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee

or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer,

employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under

the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such

constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “other enterprises”

shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect

to an employee benefit plan (excluding any “parachute payments” within the meanings of Sections 280G and 4999 of the Internal

Revenue Code of 1986, as amended); and references to “serving at the request of the corporation” shall include any service

as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer,

employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and

in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall

be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article

VIII.

ARTICLE IX — GENERAL MATTERS

9.1. CONFLICT OF INTEREST

No contract or transaction between

the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association,

or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall

be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of

the board of directors of or committee thereof that authorized the contract or transaction, or solely because his, her or their votes

are counted for such purpose, if: (i) the material facts as to his or her relationship or interest and as to the contract or transaction

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

the contract or transaction by the affirmative vote of a majority of the disinterested directors,

even though the disinterested directors

be less than a quorum; or (ii) the material facts as to his or her relationship or interest and as to the contract or transaction are

disclosed or are known to the stockholders of the corporation entitled to vote thereon, and the contract or transaction as specifically

approved in good faith by vote of such stockholders; or (iii) the contract or transaction is fair as to the corporation as of the time

it is authorized, approved, or ratified, by the board of directors, a committee or the stockholders. Common or interested directors may

be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee that authorizes the contract

or transaction.

9.2. EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

Except as otherwise provided by

law, the articles of incorporation or these bylaws, the board of directors may authorize any officer or officers, or agent or agents,

to enter into any contract or execute any document or instrument in the name of and on behalf of the corporation; such authority may be

general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an

officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge

its credit or to render it liable for any purpose or for any amount.

9.3. CHECKS, DRAFTS AND NOTES

All checks, drafts, or orders for

the payment of money, and all notes and acceptances of the corporation shall be signed by such officer or officers, or such agent or agents,

as the board of directors may designate.

9.4. FISCAL YEAR

The fiscal year of the corporation

shall be fixed by resolution of the board of directors and may be changed by the board of directors.

9.5. SEAL

The corporation may adopt a corporate

seal, which shall be adopted and which may be altered by the board of directors. The corporation may use the corporate seal by causing

it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

9.6. CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise,

the general provisions, rules of construction, and definitions in the NRS shall govern the construction of these bylaws. Without limiting

the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person”

includes both an entity and a natural person.

9.7. GENERAL POWERS

In addition to the powers and authority

expressly conferred upon them by these by-laws, the Board of Directors may exercise all such powers of the corporation and do all such

lawful acts and things as are not by statute or by the corporation’s articles of incorporation or by these bylaws directed or required

to be exercised or done by the stockholders.

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: e7547_ex99-1.htm · Sequence: 5

EXHIBIT 99.1

Twin Vee PowerCats Co. Announces Reincorporation

to Nevada to Enhance Corporate Flexibility and Drive Long-Term Cost Savings

FORT PIERCE, FL / ACCESSWIRE / April 13, 2026

— Twin Vee PowerCats Co. (Nasdaq:VEEE),(“Twin Vee” or the “Company”), a manufacturer, distributor, and marketer

of power sport boats, today announced that it has completed its reincorporation from the State of Delaware to the State of Nevada. The

strategic move was approved by the Company’s stockholders at its annual meeting of stockholders in November as a proactive measure

to reduce operational costs and support Twin Vee’s long-term growth objectives.

Specifically, a majority of the Company’s stockholders

who voted agreed that reincorporating in Nevada serves the best interests of Twin Vee and its stockholders by providing a reliable, statute-focused

legal environment that establishes clear guideposts for strategic decision-making. “We believe that Nevada Revised Statutes Chapter

78, which governs Nevada corporations, is generally recognized as a comprehensive and thoughtfully maintained state corporate statute,”

said Joseph Visconti, CEO and President of Twin Vee PowerCats Co. “As we look to our planned growth, strategic decisions, and plan

for the years to come, removing ambiguity resulting from the prioritization of judicial interpretation can offer our Board and management

clearer guideposts for action that we believe will benefit our stockholders.”

According to Visconti, Twin Vee’s reincorporation

brings several immediate and long-term benefits to the Company and its stockholders. Foremost is substantial cost savings. The move to

Nevada eliminates the obligation to pay the annual Delaware franchise tax, retaining vital capital within the business to be deployed

toward manufacturing, innovation, and expansion.

Additionally, the Company anticipates that the transition

could reduce litigation distractions. “By moving away from Delaware’s increasingly litigious environment, which can result

in less meritorious and costly lawsuits, Twin Vee can minimize unnecessary distractions for its directors and management,” explains

Visconti. “This keeps the team strictly focused on operational execution and stockholders value.”

Furthermore, Twin Vee believes that Nevada’s

legal framework provides enhanced corporate flexibility, granting greater agility in structuring certain corporate transactions and responding

to the evolving business environment.

“Importantly, the reincorporation to Nevada

will not cause any disruption to Twin Vee’s daily operations,” remarked Visconti. “There will be no changes to the Company’s

business model or location. By ensuring seamless operational continuity while unlocking new flexibility and cost efficiencies, this transition

positions Twin Vee to pursue its long-term growth initiatives and continue delivering The Best Riding Boat on the Water to our customers.”

About Twin Vee PowerCats Co.

Twin Vee PowerCats Co. manufactures a range of boats

under the Twin Vee and Bahama Boat Works brands, designed for activities including fishing, cruising, and recreational use. Twin Vee PowerCats

are recognized for their stable, fuel-efficient, and smooth-riding catamaran hull designs. Twin Vee is one of the most recognizable brand

names in the catamaran sport boat category and is known as the “Best Riding Boats on the Water™.” Bahama Boat Works

is an iconic luxury brand long celebrated for its unmatched craftsmanship, timeless aesthetic, and dedication to producing some of the

finest offshore fishing vessels.

The Company is located in Fort Pierce, Florida, and has been building and

selling boats for 30 years.

Learn more at twinvee.com and bahamaboatworks.com.

Forward-Looking Statements

This press release contains certain forward-looking

statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements

are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,”

“expect,” “may,” “continue,” “predict,” “potential,” “project”

and similar expressions that are intended to identify forward-looking statements and include statements regarding improvements in gross

margin and operating efficiency, reduced risks of litigation, the continued growth of the Company’s sales, customer base, dealer

network, manufacturing capabilities, and the global power catamaran market, and anticipating a more favorable cash profile going forward.

These forward-looking statements are based on management’s

expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which

are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set

forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current

expectations include, among others, changes in Nevada law and corporate governance norms, the Company’s ability to leverage and

adapt to its transition to Nevada, and the risk factors described in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2025, the Company’s Quarterly Reports on Form 10-Q, the Company’s Current Reports on Form 8-K and subsequent

filings with the SEC. The information in this release is provided only as of the date of this release, and the Company undertakes no obligation

to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after

the date on which the statements are made or to reflect the occurrence of unanticipated events, except as required by law.

Contact:

Glenn Sonoda

investor@twinvee.com

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- 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

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- 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

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- Definition

Local phone number for entity.

+ References

No definition available.

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- 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

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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

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- Definition

Title of a 12(b) registered security.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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- Definition

Name of the Exchange on which a security is registered.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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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

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- 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

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