Form 8-K
8-K — JFB Construction Holdings
Accession: 0001493152-26-024408
Filed: 2026-05-19
Period: 2026-05-18
CIK: 0002024306
SIC: 1540 (GENERAL BUILDING CONTRACTORS - NONRESIDENTIAL BUILDINGS)
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Submission of Matters to a Vote of Security Holders
Item: Other Events
Item: Financial Statements and Exhibits
Documents
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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): May 18, 2026
JFB
CONSTRUCTION HOLDINGS
(Exact
name of registrant as specified in its charter)
Nevada
001-42538
99-2549040
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
1300
S. Dixie Highway, Suite B
Lantana,
FL 33462
(Address
of principal executive offices) (Zip Code)
561-582-9840
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☒
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol
Name
of each exchange on which registered
Class A Common Stock, $0.0001
par value
JFB
The Nasdaq Stock Market
LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 18, 2026, the board of directors (the “Board”) of JFB Construction Holdings (the “Company”) adopted, by unanimous
written consent, the Second Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective as of such
date. The Bylaws enhance and clarify certain procedural mechanisms related to stockholder actions by removing language restricting the
Company from accepting actions taken by written consent of the stockholders.
The
foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of
the Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
information set forth in Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.07.
Item
8.01. Other Events.
As
previously disclosed, on February 13, 2026, JFB Construction Holdings (the “Company”) entered into an Agreement and Plan
of Merger (as amended on March 21, 2026, the “Merger Agreement”) with Xtend AI Robotics, Inc., a Delaware corporation (“Newco”),
XT Merger Sub 2, Inc., a Nevada corporation and a direct, wholly-owned subsidiary of Newco (“Merger Sub 2”), and XTEND Reality
Expansion Ltd. (“Xtend”).
The
transactions contemplated by the Merger Agreement are expected to close in the middle of 2026, subject to the satisfaction or waiver
of certain customary conditions, including, among others, the affirmative vote of holders with a majority of the voting power of the
Company’s common stock in favor of adopting the Merger Agreement (the “Written
Consent”).
On
May 19, 2026, this condition was satisfied upon the delivery of the Written Consent by Joseph F. Basile, III and The Basile Family
Irrevocable Trust.
The
foregoing description of the Merger Agreement and related documents does not purport to be complete, and is qualified in its entirety
by reference to the full text of the Merger Agreement and related documents, which are attached as Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed on February 18, 2026 and Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March
24, 2026 and are each incorporated herein by reference. The Merger Agreement and related documents have been attached to provide investors
with information regarding their respective terms. They are not intended to provide any other factual information about the Company,
Xtend, their respective subsidiaries or any of the other parties to the Merger Agreement or any related documents. In particular, the
assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential
disclosure letters provided by the parties in connection with the signing of the Merger Agreement. These confidential disclosure letters
contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth
in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating
risk among the parties rather than establishing matters as facts and were made only as of the date of the Merger Agreement (or such other
date or dates as may be specified in the Merger Agreement). Accordingly, the representations and warranties in the Merger Agreement should
not be relied upon as characterizations of the actual state of facts about Xtend or any of the parties to the Merger Agreement.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
3.1
Second Amended and Restated Bylaws of the Company dated May 18, 2026.
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document).
Cautionary
Statement Regarding Forward-Looking Statements
This
communication contains, and oral statements made from time to time by our representatives may contain, forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements
regarding the potential transaction between Xtend Reality Expansion Ltd. (“Xtend”) and JFB Construction Holdings (“JFB”),
including statements regarding the expected impacts and benefits of the potential transaction, timing of the transaction closing, and
strategic initiatives for Xtend AI Robotics, Inc. (“NewCo”) following the closing. All statements other than statements of
historical facts contained in this communication may be forward-looking statements. In some cases, you can identify forward-looking statements
by terms such as “may,” “will,” “outlook”, “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative
of these terms or other similar expressions. The forward-looking statements in this communication are only predictions. Xtend’s
and JFB’s management have based these forward-looking statements largely on their current expectations and projections about future
events and financial trends that management believes may affect its business, financial condition and results of operations. These statements
are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual
results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements,
including, but not limited to: the transaction may not be consummated; there may be difficulties with the integration and in realizing
the expected benefits of the transaction; Xtend and JFB may need to use resources that are needed in other parts of its business to do
so; there may be liabilities that are not known, probable or estimable at this time; the transaction may result in the diversion of management’s
time and attention to issues relating to the transaction and integration; expected synergies and operating efficiencies attributable
to the transaction may not be achieved within its expected time-frames or at all; there may be significant transaction costs and integration
costs in connection with the transaction; the possibility that JFB will not have sufficient cash at close to satisfy the minimum cash
condition; unfavorable outcome of legal proceedings that may be instituted against JFB and Xtend following the announcement of the transaction;
risks inherent to the business may result in additional strategic and operational risks, which may impact Xtend’s, NewCo’s
and JFB’s risk profiles, which each company may not be able to mitigate effectively; JFB’s ability to complete construction
projects or other transactions on schedule and budget; changes in weather and occurrence of natural disasters and pandemics; recent imposition
of tariffs by governments on construction materials, such as steel, aluminum and lumber; disruptions in supply chains; increase in the
cost of labor and construction materials; JFB’s ability to maintain safe work sites; Xtend’s dependence on a limited number
of defense and governmental security customers for a substantial portion of its business; significant delays or reductions in appropriations,
Xtend’s programs and certain government fundings and programs more broadly, including as a result of a prolonged continuing resolution
and/or government shutdown, and/or related to the global security environment or other global events; increased competition within JFB’s
and Xtend’s markets and bid protests; changes in procurement and other U.S. and foreign laws, including changes through executive
orders, contract terms and practices applicable to our industry, findings by certain applicable governments as to our compliance with
such requirements, more aggressive enforcement of such requirements and changes in Xtend’s customers’ business practices
globally; the improper conduct of employees, agents, subcontractors, suppliers, business partners or joint ventures in which Xtend participates,
including the impact on Xtend’s reputation and its ability to do business; cyber and other security threats or disruptions faced
by Xtend and JFB, its customers or its suppliers and other partners, and changes in related regulations; and Xtend’s ability to
innovate, develop new products and technologies, progress and benefit from digital transformation and maintain technologies to meet the
needs of Xtend’s customers. In addition, a number of important factors could cause JFB’s, Xtend’s or NewCo’s
actual future results and other future circumstances to differ materially from those expressed in any forward-looking statements, including
but not limited to those important factors that will be discussed in the section entitled “Risk Factors” in the registration
statement on Form S-4 (Registration No. 333-295380), as filed by Newco with the Securities and Exchange Commission (the “SEC”)
on April 28, 2026 (the “Registration Statement”), as any such factors may be updated from time to time in other filings with
the SEC, including without limitation Xtend’s investor relations site at https://www.xtend.me/newsroom and JFB’s investor
relations site at https://investors.jfbconstruction.net/. Forward-looking statements speak only as of the date they are made and, except
as may be required under applicable law, neither Xtend nor JFB undertakes any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Important
Information for Investors and Stockholders
This
communication is for informational purposes only and is not intended to, and does not, constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any issuance or sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act. In connection with the transaction, NewCo has filed a Registration Statement, which includes an information
statement of JFB and a preliminary prospectus of NewCo. After the registration statement is declared effective, JFB will mail to its
stockholders a definitive information statement that will form part of the registration statement. This communication is not a substitute
for the information statement/prospectus or registration statement or for any other document that JFB may file with the SEC and send
to its stockholders in connection with the transaction. INVESTORS AND SECURITY HOLDERS OF XTEND AND JFB ARE URGED TO READ THE INFORMATION
STATEMENT/PROSPECTUS OR REGISTRATION STATEMENT AND ANY OTHER DOCUMENT THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free
copies of the information statement/prospectus (when available) and other documents filed with the SEC by JFB through the website maintained
by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by JFB will be available free of charge on JFB’s website
at https://investors.jfbconstruction.net/.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
JFB CONSTRUCTION
HOLDINGS
Date: May 19, 2026
By:
/s/
Joseph F. Basile, III
Joseph F. Basile, III
Chief Executive Officer
EX-3.1
EX-3.1
Filename: ex3-1.htm · Sequence: 2
Exhibit
3.1
SECOND
AMENDED AND RESTATED BYLAWS
OF
JFB
CONSTRUCTION HOLDINGS
(Effective
as of May 18, 2026)
ARTICLE
I.
MEETINGS
OF STOCKHOLDERS
Section
1. Annual Meetings. The Annual Meeting of stockholders of the Corporation (the “Annual Meeting”) for purposes of the
Nevada Revised Statutes (the “NRS”) 78.330 shall be held on such date and at such time as shall be designated from time to
time by the Board of Directors. The election of directors and any other proper business may be transacted at the Annual Meeting of stockholders.
Section
2. Special Meetings. A Special Meeting of the stockholders (a “Special Meeting”) for any purpose or purposes may be
called by (a) the Chairman of the Board of Directors, (b) the Chief Executive Officer, (c) stockholders holding not less than twenty-five
percent (25%) of all the voting power entitled to vote on any issue at the meeting, or (d) the majority of the Board of Directors or
a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as provided
in a resolution of the Board of Directors or in these bylaws (the “Bylaws”), include the power to call such meetings. Such
request shall state the purpose or purposes of the proposed meeting. Unless otherwise prescribed by law, the Articles of Incorporation
of the Corporation, as amended from time to time (the “Articles of Incorporation”) or these Bylaws, a Special Meeting may
not be called by any other person or persons. No business may be transacted at any Special Meeting other than such business as may be
designated in the notice (or any supplement thereto) calling such meeting.
Section
3. Place of Meetings. Unless otherwise required in the Articles of Incorporation, the Board of Directors, or a committee of the
Board of Directors, as the case may be, may designate the time and place, either within or without the State of Nevada, for any Annual
Meeting or for any Special Meeting of the stockholders called by the Board of Directors, or a committee of the Board of Directors. The
Board of Directors may, in its sole discretion, determine that any meeting of the stockholders shall be held by means of electronic communications
or other available technology in accordance with Section 17 of this Article I.
Section
4. Notice. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, the means of electronic communication, if any, and, in the case of
a Special Meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law or the Articles of Incorporation,
written notice of any meeting shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting
to each stockholder entitled to notice of and to vote at such meeting, and shall be delivered in accordance with NRS Section 78.370.
Section
5. Adjournments. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place,
and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.
If the adjournment is for more than sixty (60) days, or if after the adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting in accordance with the requirements of Section 4 of this Article I shall be given to each stockholder
of record (including the new record date) entitled to notice of and to vote at the meeting.
Section
6. Quorum. Unless otherwise required by applicable law or the Articles of Incorporation, the holders of a majority of the Corporation’s
capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal
of enough votes to leave less than a quorum. If, however, a quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time
to time, in the manner provided in Section 5 of this Article I, until a quorum shall be present or represented.
1 of 17
Section
7. Voting.
(a)
Unless otherwise required by law, the Articles of Incorporation or these Bylaws, any question brought before any meeting of the stockholders,
other than the election of directors, shall be decided by the vote of the holders of a majority of the votes cast on a matter at the
meeting at which a quorum is present. Directors shall be elected by a plurality of the votes cast at the election.
(b)
Unless otherwise provided in the Articles of Incorporation, and subject to Section 11(a) of this Article I, each stockholder represented
at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat
held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 8 of this Article I. The Board of
Directors, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion,
may require that any votes cast at such meeting shall be cast by written ballot.
Section
8. Proxies. Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be
voted upon after six (6) months from its date of creation, unless such proxy provides for a longer period, which may not exceed seven
(7) years from the date of its creation, provided, however, that if such proxy is irrevocable and coupled with an interest sufficient
in law to support an irrevocable power, such proxy shall remain valid for as long as it is coupled with such interest. Without limiting
the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute
a valid means by which a stockholder may grant such authority:
(a)
A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished
by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s
signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.
(b)
A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission
of an electronic record to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization
or like agent duly authorized by the person who will be the holder of the proxy to receive the transmission, provided that any such electronic
record must either set forth or be submitted with information from which it can be determined that the electronic record was authorized
by the stockholder. If it is determined that such electronic record is valid, the inspectors or, if there are no inspectors, such other
persons making that determination shall specify the information on which they relied.
Any
copy, facsimile or other electronic telecommunication or other reliable reproduction of the writing or electronic record authorizing
another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or electronic
record for any and all purposes for which the original writing or electronic record could be used; provided, however, that such
copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or electronic
record.
Section
9. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Articles of Incorporation, action required or
permitted to be taken at any meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if the
action is taken by the holders of outstanding shares entitled to vote thereon having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all stockholders and shares entitled to vote thereon were present
and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated
and signed by approving stockholders having the requisite number of votes entitled to vote thereon, and delivered to the Corporation
by delivery to its principal office, its principal place of business, the Secretary of the Corporation, or another office or agent of
the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.
No
written consent shall be effective to take such corporate action unless, within sixty (60) days of the date of the earliest dated consent
delivered in the manner required by this Section, written consents signed by the number of holders required to take such action are delivered
to the Corporation as set forth in this Section. Any written consent may be revoked prior to the date that the Corporation receives the
required number of consents to authorize the proposed action. No revocation is effective unless in writing and until received by the
Corporation at its principal office in Nevada or its principal place of business, or received by the Secretary or other officer or agent
of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.
2 of 17
No
notice shall be required for actions approved by written consent of the stockholders; provided, however, that if the dissolution of the
Corporation is approved by written consent, notice shall be given to those stockholders who did not consent in writing within ten (10)
days after the effective date of the dissolution in accordance with Section 78.580 of the NRS.
Section
10. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation
shall prepare and make, at least ten (10) days but not more than sixty (60) days, before every meeting of the stockholders, a complete
list of the stockholders of record entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder
of record and the number of shares registered in the name of each stockholder of record. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior
to the meeting (i) either at a place within the city where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be held, (ii) 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 (iii) during ordinary
business hours, at the principal place of business of the Corporation. In the event 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 the stockholders
of the Corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list
shall also be open to examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network,
and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise required by law,
such list shall be the only evidence as to who are the stockholders entitled to vote at any meeting of the stockholders. In the event
that more than one group of shares is entitled to vote as a separate voting group at the meeting, there shall be a separate listing of
the stockholders of each group.
Section
11. Record Date.
(a)
In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the 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 sixty (60) days nor less than
ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day before the
day on which the first notice is given, or, if notice is waived, at the close of business on the last business day 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 the stockholders
shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
(b)
In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, 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 ten (10) days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date
for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the Corporation’s principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of the stockholders are recorded, to the attention of the Secretary of the
Corporation. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable
law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the
close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Section
12. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 10 hereof or the books of the Corporation, or to vote in person or by proxy at
any meeting of the stockholders.
3 of 17
Section
13. Conduct of Meetings. Meetings of stockholders shall be presided over by the chairman of the Board of Directors (the “Chairman”),
or, in the absence of the Chairman, by the vice chairman of the Board of Directors, if any, or if there be no vice chairman or in the
absence of the vice chairman, by the Chief Executive Officer, if any, or if there be no Chief Executive Officer or in the absence of
the Chief Executive Officer, by the President, or, in the absence of the President, or, in the absence of any of the foregoing persons,
by a chairman designated by the Board of Directors, or by a chairman chosen at the meeting by the stockholders entitled to cast a majority
of the votes which all stockholders present in person or by proxy are entitled to cast. The individual acting as chairman of the meeting
may delegate any or all of his or her authority and responsibilities as such to any director or officer of the Corporation present in
person at the meeting. The Secretary, or in the absence of the Secretary an assistant secretary, shall act as secretary of the meeting,
but in the absence of the secretary and any assistant secretary the chairman of the meeting may appoint any person to act as secretary
of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the
meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as
are necessary or desirable for the proper conduct of the meeting, including, without limitation, (i) the establishment of procedures
for the maintenance of order and safety, (ii) the establishment of an agenda or order of business for the meeting, (iii) limitation on
participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies and such other
persons as the chairman of the meeting shall permit, (iv) limitation on the time allotted for consideration of each agenda item and for
questions or comments by meeting participants, (v) restrictions on entry to such meeting after the time prescribed for the commencement
thereof, and (vi) the opening and closing of the voting polls. The Board of Directors, in its discretion, or the chairman of the meeting,
in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.
Section
14. Inspectors of Election. In advance of any meeting of the stockholders, the Board of Directors, by resolution, the Chairman
or the President shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons
may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a
meeting of the stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise
required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon
the discharge of the duties of inspector, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality
and according to the best of such inspector’s ability. The inspector or inspectors may: (i) ascertain the number of shares outstanding
and the voting power of each; (ii) determine the number of shares represented at a meeting and the validity of proxies or ballots; (iii)
count all votes and ballots; (iv) determine any challenges made to any determination made by the inspector(s); and (v) certify the determination
of the number of shares represented at the meeting and the count of all votes and ballots.
Section
15. Nature of Business at Meetings of Stockholders. Unless otherwise required by law or the Articles of Incorporation, only such
business (other than nominations for election to the Board of Directors and the election of directors, which must comply with the provisions
of Section 16 of this Article I) may be transacted at an Annual Meeting of stockholders as is either (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof),
(b) otherwise properly brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee
thereof), or (c) otherwise properly brought before the Annual Meeting by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this Section 15 and on the record date for the determination
of stockholders entitled to notice of and to vote at such Annual Meeting and (ii) who complies with the notice procedures set forth in
this Section 15.
In
addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of the Corporation.
To
be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices
of the Corporation not less than ninety (90) days nor more than one-hundred and twenty (120) days prior to the anniversary date of the
immediately preceding Annual Meeting of stockholders; provided, however, that in the event that the Annual Meeting is called for
a date that is not within twenty- five (25) days before or after such anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of
the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs. In no event
shall the adjournment or postponement of an Annual Meeting, or the public announcement of such an adjournment or postponement, commence
a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
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To
be in proper written form, a stockholder’s notice to the Secretary must set forth the following information:
(a)
as to each matter such stockholder proposes to bring before the Annual Meeting, a brief description of the business desired to be brought
before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, and (b) as to the stockholder giving notice
and the beneficial owner, if any, on whose behalf the proposal is being made, (i) the name and address of such person, (ii) (A) the class
or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates
or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not
of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held
by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge
or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such
person, with respect to stock of the Corporation, and (D) whether and the extent to which any other transaction, agreement, arrangement
or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or
on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate
loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to
increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person,
with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or
oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their
names) in connection with the proposal of such business and any material interest of such person or any affiliates or associates of such
person, in such business, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person,
(iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting to bring such
business before the meeting; and (v) any other information relating to such person that would be required to be disclosed in a proxy
statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed
business to be brought by such person before the Annual Meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations promulgated thereunder.
A
stockholder providing notice of business proposed to be brought before an Annual Meeting shall further update and supplement such notice,
if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 15 shall be
true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting and such update
and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation
not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of the Annual
Meeting.
No
business shall be conducted at the Annual Meeting of stockholders except business brought before the Annual Meeting in accordance with
the procedures set forth in this Section 15; provided, however, that, once business has been properly brought before the
Annual Meeting in accordance with such procedures, nothing in this Section 15 shall be deemed to preclude discussion by any stockholder
of any such business. If the chairman of an Annual Meeting determines that business was not properly brought before the Annual Meeting
in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before
the meeting and such business shall not be transacted.
Nothing
contained in this Section 15 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s
proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).
Section
16. Nomination of Directors. Only natural persons of at least 18 years of age who are nominated in accordance with the following
procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Articles of Incorporation
with respect to the right of holders of preferred stock, if any, of the Corporation to nominate and elect a specified number of directors
in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of stockholders,
or at any Special Meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date
of the giving of the notice provided for in this Section 16 and on the record date for the determination of stockholders entitled
to notice of and to vote at such Annual Meeting or Special Meeting and (ii) who complies with the notice procedures set forth in this
Section 16.
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In
addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary
must be delivered to or be mailed and received at the principal executive offices of the Corporation (a) in the case of an Annual Meeting,
not less than ninety (90) days nor more than one- hundred and twenty (120) days prior to the anniversary date of the immediately preceding
Annual Meeting of stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not
within twenty- five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received
not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting
was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (b) in the case of a Special
Meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following
the day on which notice of the date of the Special Meeting was mailed or public disclosure of the date of the Special Meeting was made,
whichever first occurs. In no event shall the adjournment or postponement of an Annual Meeting or a Special Meeting called for the purpose
of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time
period) for the giving of a stockholder’s notice as described above.
To
be in proper written form, a stockholder’s notice to the Secretary must set forth the following information:
(a)
as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence
address of such person and that such person is a natural person of at least 18 years of age, (ii) the principal occupation or employment
of such person, (iii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of
record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of
the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of
such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument,
swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person,
or any affiliates or associates of such person, with respect to stock of the Corporation, and (D) whether and the extent to which any
other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock
of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent
of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates
or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates
or associates of such person, with respect to stock of the Corporation; and (iv) any other information relating to such person that would
be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (b) as to
the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and record
address of the stockholder giving the notice and the name and principal place of business of such beneficial owner; (ii) (A) the class
or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates
or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by
such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee
holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest
or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect
to stock of the Corporation, and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including
any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or
any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk
or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting
power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the
Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between such person, or
any affiliates or associates of such person, and any proposed nominee or any other person or persons (including their names) pursuant
to which the nomination(s) are being made by such person, and any material interest of such person, or any affiliates or associates of
such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such
person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting or Special
Meeting to nominate the persons named in its notice; and (v) any other information relating to such person that would be required to
be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied
by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.
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A
stockholder providing notice of any nomination proposed to be made at an Annual Meeting or Special Meeting shall further update and supplement
such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 16
shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting
or Special Meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal
executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled
to receive notice of such Annual Meeting or Special Meeting.
No
person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in
this Section 16. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures,
the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.
Section
17. Meetings Through Electronic Communications. Unless otherwise required by law or the Articles of Incorporation, stockholders
may participate in a meeting of the stockholders by any means of electronic communications, videoconferencing, teleconferencing or other
available technology permitted under the NRS (including, without limitation, a telephone conference or similar method of communication
by which all individuals participating in the meeting can hear each other) and utilized by the Corporation. If any such means are utilized,
the Corporation shall, to the extent required under the NRS, implement reasonable measures to (a) verify the identity of each person
participating through such means as a stockholder and (b) provide the stockholders a reasonable opportunity to participate in the meeting
and to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the proceedings of
the meeting in a substantially concurrent manner with such proceedings. Participation in a meeting pursuant to this Section 17
constitutes presence in person at the meeting.
Section
18. Stockholders’ Agreements. Two or more stockholders may provide for the manner in which they will vote their shares,
and providing for such other matters as are permitted by the Act, by signing an agreement for that purpose. When a stockholders’
agreement is signed, the stockholders who are parties thereto shall deliver copies of the agreement to the Corporation’s principal
office. After filing a copy of the agreement in the Corporation’s principal office, such copies shall be open to inspection by
any stockholder of the Corporation, subject to the requirements of the Act, or any party to the agreement during business hours.
ARTICLE
II.
DIRECTORS
Section
1. Functions. Except as provided in the Articles of Incorporation or by law, all corporate powers shall be exercised by or under
the authority of, and the business and affairs of this Corporation shall be managed under the direction of, the Board of Directors.
Section
2. Number. The Board of Directors of the Corporation shall consist of a number of persons fixed by a resolution of the Board of
Directors from time to time; provided, however, that the Board of Directors shall not consist of less than one (1) person, and
not more than fifteen (15) persons.
Section
3. Selection. Unless appointed to fill a vacancy, directors shall be elected at each Annual Meeting of stockholders or at a special
meeting and shall continue to hold office until the next Annual Meeting of the stockholders or until a successor has been elected and
qualified, in accordance with the Articles of Incorporation and these Bylaws, as each may be amended from time to time.
Section
4. Qualifications. Directors must be natural persons over the age of 18 years old, but need not be a resident of the State of
Nevada or a stockholder of this Corporation.
Section
5. Resignation. Any director may resign at any time by delivering written notice to the Corporation, the Board of Directors or
its Chairman. Such resignation is effective when the notice is delivered unless the notice specifies a later effective date, in which
event the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor
does not take office until the effective date of the resignation.
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Section
6. Vacancies. A director shall hold office until the Annual Meeting of the stockholders and until his successors shall be elected
and shall qualify, subject, however, to the director’s prior death, resignation, retirement, disqualification, or removal from
office. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors,
may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, or
by the sole remaining director.
Section
7. Regular Meetings. An annual regular meeting of the Board of Directors shall be held without notice as soon as practicable after
the Annual Meeting of stockholders for the purpose of the election of officers and the transaction of such other business as may come
before the meeting, and at such other time and place as may be determined by the Board of Directors. The Board of Directors may, with
or without notice, at any time and from time to time, decide the time and place, either within or outside of the State of Nevada, for
the holding of the annual regular meeting or additional regular meetings of the Board of Directors. Meetings of the Board of Directors
may be called by the Chairman of the Board, the President of the Corporation, or a majority of the Board of Directors.
Section
8. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President of the
Corporation, or a majority of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors
may designate any place, either within or outside of the State of Nevada, as the place for holding any special meeting of the Board of
Directors called by them. If no designation is made, the place of meeting shall be the principal office of the Corporation in the State
of Nevada.
Notice
of any special meeting of the Board of Directors may be given by any reasonable means, whether oral or written, and at any reasonable
time prior to such meeting. The reasonableness of any notice given in connection with any special meeting of the Board of Directors shall
be determined in light of all of the pertinent circumstances. It shall be presumed that notice of any special meeting given at least
two (2) days prior to such special meeting, either orally (by telephone or in person), or by written notice delivered personally or mailed
to each director at his or her business or residence address, is reasonable. If mailed, such notice of any special meeting shall be deemed
to be delivered on the second day after it is deposited in the United States mail, so addressed, with postage thereon prepaid. If notice
is given by electronic transmission, such notice shall be deemed to be delivered when the notice is delivered by the electronic device.
Neither the business to be transacted at, nor the purpose or purposes of, any special meetings of the Board of Directors need be specified
in the notice or in any written waiver of notice of such meeting.
Section
9. Waiver of Notice of Meeting. Notice of a meeting of the Board of Directors need not be given to any director who signs a written
waiver of notice either before, during or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice
of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting and the manner in which it
has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting,
any objection to the transaction of business because the meeting is not lawfully called or convened.
Section
10. Quorum and Voting. A majority of the number of directors fixed in the manner provided by these Bylaws shall constitute a quorum
for the transaction of business; provided, however, that whenever, for any reason, a vacancy occurs in the Board of Directors,
a quorum shall consist of a majority of the remaining directors until the vacancy has been filled. The act of the majority of the directors
present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board of Directors.
A
majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time
and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and,
unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.
Section
11. Presumption of Assent. A director of this Corporation who is present at a meeting of its Board of Directors, or a committee
of the Board of Directors, at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless
he or she (i) objects at the beginning of the meeting (or promptly upon his or her arrival) to holding the meeting or transacting specified
business at the meeting, or (ii) votes against such action or abstains from the action taken; or (iii) has his or her dissent entered
into the minutes of the meeting or filed with the person acting as the secretary of the meeting before the adjournment thereof or immediately
thereafter, unless the dissenting director voted in favor of such action.
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Section
12. Meetings of the Board of Directors by Electronic Means. Members of the Board of Directors may participate in a meeting of
such Board by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section
13. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or a committee
thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors
of this Corporation, or all the members of the committee, as the case may be. Action taken under this Section is effective when the last
director or member of the committee signs the consent, unless the consent specifies a different effective date. Such consent shall have
the same effect as a meeting vote and may be described as such in any document.
Section
14. Compensation. Each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors and
a committee thereof, and may be paid a stated salary as a director or a fixed sum for attendance at each meeting of the Board of Directors
(or a committee thereof) or both, as may from time to time be determined by action of the Board of Directors or Compensation Committee,
as applicable. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation
therefor.
Section
15. Director Conflicts of Interests. No contract or other transaction between this Corporation and one or more of its directors
or any other corporation, firm, association or entity in which one or more of the directors of this Corporation are directors or officers
or are financially interested shall be either void or voidable because of such relationship or interest, or because such director or
directors of this Corporation are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves
or ratifies such contract or transaction, or because his or their vote(s) are counted for such purpose, if:
(a)
The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or
ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the vote(s) or written consent(s)
of such interested director(s); or
(b)
The fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify
such contract or transaction by vote taken at an annual or special meeting of stockholders; or
(c)
The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee
thereof 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 a committee
thereof which authorizes, approves or ratifies such contract or transaction.
ARTICLE
III.
COMMITTEES
OF THE BOARD OF DIRECTORS
Section
1. Committees. The Board of Directors or the Chairman of the Board may designate, from among its members, committees from time
to time for such purposes and with such powers as the Board or Chairman may determine.
Section
2. Term. The term of each committee appointed shall continue until the next Annual Meeting of stockholders following its appointment,
at which time the existence of the committee shall automatically terminate unless the committee is reappointed in the annual meeting
of directors held immediately thereafter; provided, however, that the existence of any committee may be terminated at any time
by affirmative action of the Board.
Section
3. Meetings. Each committee shall hold as many meetings as are necessary to continue or complete the performance of its duties.
Section
4. Record of Meetings. Each committee shall keep or cause to be kept minutes of each meeting held, and each set of minutes shall
include a description of all matters considered and all decisions, if any, made. The minutes of all meetings held since the time of the
last preceding regular Board of Directors meeting shall be filed with the Chairman of the Board at or prior to the next regular meeting
of the Board of Directors, and copies of the minutes shall be presented to the Board of Directors as part of the committee’s reports.
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ARTICLE
IV.
OFFICERS
Section
1. Officers. If so appointed by the Board of Directors, the officers of this Corporation shall consist of a President, a Secretary,
a Treasurer, and such other officers as appointed by the Board of Directors. Any two (2) or more offices may be held by the same person;
however, such a person shall, when acting on behalf of the Corporation in his capacity as an officer of the Corporation, designate in
which capacity or capacities he is acting and shall be deemed to act only in the capacity(ies) so designated.
Section
2. Appointment and Term of Office. The officers of the Corporation shall be appointed annually by the Board of Directors at the
first meeting of the Board held after the stockholders’ Annual Meeting. If the appointment of officers does not occur at this meeting,
the appointment shall occur as soon thereafter as practicable. Each officer shall hold office until a successor has been duly appointed
and qualified, or until an earlier resignation, removal from office, or death.
Section
3. Removal of Officers. Any officer of the Corporation may be removed from his or her office or position at any time, with or
without cause, by a majority vote of the Board of Directors. Any officer or assistant officer, if appointed by another officer pursuant
to authority, if any, received from the Board of Directors, may likewise be removed by such officer.
Section
4. Resignation. Any officer of the Corporation may resign at any time from his or her office or position by delivering notice
to the Corporation, the Board of Directors or its Chairman. Such resignation is effective when the notice is delivered unless the notice
specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective
date, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not
take office until the effective date.
Section
5. Duties. If so appointed by the Board of Directors, the officers of this Corporation shall have the following duties:
(a)
President. Unless otherwise designated by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation
and shall, subject to the control of the Board of Directors, in general, supervise and control all of the business and affairs of the
Corporation, and shall preside at all meetings of the stockholders, the Board of Directors and all committees of the Board of Directors
on which he or she may serve. In addition, the President shall have the following powers and duties.
(1)
He or she may cause to be called special meetings of the stockholders and directors in accordance with these Bylaws.
(2)
He or she shall appoint and remove, employ and discharge, and fix the compensation of all servants, agents, employees and clerks of the
Corporation, other than the duly elected officers, subject to policies adopted by the Board of Directors.
(3)
He or she shall sign and make all contracts and agreements in the name of the Corporation, and see that they are properly carried out.
(4)
He or she shall see that the books, reports, statements, and certificates of the Corporation are properly kept, made, and filed according
to law.
(5)
He or she shall sign all certificates of stock, notes, drafts, or bills of exchange, warrants or other orders for the payment of money
duly drawn by the treasurer.
(6)
He or she shall enforce these Bylaws and perform all of the duties incident to the position and office, and which are required by law.
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(7)
He or she shall solely and personally be responsible for collecting, accounting for, and paying all taxes imposed upon the Corporation
by any governmental authority, whether municipal, county, state or federal. This power is personal and exclusive to the Chief Executive
Officer and may not be delegated by him or her or regulated by the Board, nor shall it descend to any other officer.
(b)
Vice President. One or more Vice Presidents may be designated by that title or such additional title or titles as the Board of
Directors may determine. The duties of the Vice Presidents shall be as follows:
During
the absence and inability of the President to perform his or her duties or exercise his powers, as set forth in these Bylaws or in the
acts under which this Corporation is organized, the same shall be performed and exercised by a Vice President (in such order of seniority
as may be determined by the Board of Directors or, failing such determination, as may be designated by the Chairman of the Board); and
when so acting, he or she shall have the powers and be subject to all responsibilities hereby given to or imposed upon the President.
The Vice Presidents shall have such powers and perform such duties as usually pertain to their office, or as are assigned to them by
the President or the Board of Directors.
(c)
Secretary. The Secretary shall have such powers and perform such duties as are incident to the Office of Secretary of a Corporation,
or as are assigned to him or her by the President or the Board of Directors, including the following:
(1)
He or she shall keep the resolutions, forms of written consent, minutes of the meetings of the Board of Directors and of the stockholders,
and other official records of the Corporation in appropriate books.
(2)
He or she shall give and serve all notices of the Corporation.
(3)
He or she shall be custodian of the records and of the corporate seal, and affix the latter when required to authenticate the records
of the Corporation.
(4)
He or she shall keep the stock and transfer books in the manner prescribed by law, so as to show at all times the amount of capital stock,
the manner and the time the same was paid in, the names of the owners thereof, alphabetically arranged, their respective places of residences,
their post office addresses, the number of shares owned by each, the time at which each person became such owner, and the amount paid
thereon.
(5)
He or she shall sign all certificates of stock.
(6)
He or she shall present to the Board of Directors all communications addressed to him or her officially by the President or any officer
or stockholder of the Corporation.
(7)
He or she shall attend to all correspondence and perform all the duties incident to the Office of Secretary.
(8)
In the absence of an appointment of a Treasurer, the duties of the Treasurer.
(d)
Treasurer. The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts
of receipts and disbursements and shall perform such other duties as may be prescribed by the Board of Directors or the President.
Section
6. Other Officers, Employees, and Agents. Each and every other officer, employee, and agent of the Corporation shall possess,
and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the
Board of Directors, the officer appointing him or her, and such officer or officers who may from time to time be designated by the Board
to exercise supervisory authority.
ARTICLE
V.
SHARES
OF STOCK
Section
1. Certificates for Shares. The Board of Directors shall determine whether shares of the Corporation shall be uncertificated or
certificated. If certificated shares are issued, certificates representing shares in the Corporation shall be signed (either manually
or by facsimile) by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of the
Corporation or a facsimile thereof. A certificate which has been signed by an officer or officers who later shall have ceased to be such
officer when the certificate is issued shall nevertheless be valid. Upon receipt of the consideration for which the Board of Directors
has authorized for the issuance of the shares, such shares so issued shall be fully paid and nonassessable.
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Each
share certificate representing shares shall state upon the face thereof: (a) the name of the Corporation; (b) that the Corporation is
organized under the laws of the State of Nevada; (c) the name of the person or persons to whom issued; (d) the number and class of shares,
and the designation of the series, if any, which such certificate represents; and (e) if different classes of shares or different series
within a class are authorized, a summary of the designation, relative rights, preferences, and limitations applicable to each class and
the variations in rights, preferences, and limitations determined for each series (and the authority of the Board of Directors to determine
variations for future series), or in the alternative, that the Corporation will provide the stockholder with a full statement of this
information on request and without charge.
Section
2. Issuance of Shares. All certificates issued shall be registered and numbered in the order in which they are issued. They shall
be issued in consecutive order, and on the face of each share shall be entered the name of the person owning the shares represented by
the certificate, the number of shares represented by the certificate, and the date of issuance of the certificate. Upon issuance, the
certificate shall be signed by the President or a Vice President, and countersigned by the Secretary or an Assistant Secretary, and sealed
with the seal of the Corporation. No certificate shall be issued for any share until such share is fully paid.
Section
3. Transfer of Shares; Ownership of Shares. Transfers of shares of stock of the Corporation shall be made only on the stock transfer
books of the Corporation, and only after the surrender to the Corporation of the certificates representing such shares, if any, by the
person in whose name the shares stand on the books of the Corporation, or his duly authorized legal representative. In all cases of transfer,
the former certificate must be surrendered and canceled before a new certificate will be issued. In case of transfer by an attorney-in-fact,
the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary of the Corporation.
Section
4. Lost, Stolen or Destroyed Certificates. The Corporation shall issue a new stock certificate in the place of any certificate
previously issued if the holder of record of the certificate: (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully
taken; (b) requests the issuance of a new certificate before the Corporation has notice that the certificate has been acquired by a purchaser
for value in good faith and without notice of any adverse claim; (c) at the discretion of the Board of Directors, gives bond in such
form and amount as the Corporation may require, to indemnify the Corporation, the transfer agent and registrar against any claim that
may be made on account of the alleged loss, destruction or theft of such certificate; and (d) satisfies any other reasonable requirements
imposed by the Corporation.
ARTICLE
VI.
ACTIONS
WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS
Unless
otherwise directed by the Board of Directors, the President or a designee of the President shall have the power to vote and to otherwise
act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders on, or with respect to, any action of stockholders
of any other corporation in which this Corporation may hold securities and to otherwise exercise any and all rights and powers which
this Corporation may possess by reason of its ownership of securities in other corporations.
ARTICLE
VII.
DIVIDENDS
Section
1. Declaration. The Board of Directors may by resolution or vote declare such dividends as are permitted pursuant to Nevada law,
and which are not otherwise prohibited by any other applicable law or regulation, whenever in their opinion the condition of the Corporation’s
affairs will render it expedient for such dividends to be declared; provided, however that no such dividends shall be declared
when the Corporation is insolvent, when such payment would render the Corporation insolvent, or when the declaration or payment thereof
would be contrary to applicable laws, rules or regulations or to any restrictions contained in the Articles of Incorporation.
12 of 17
Section
2. Types. The following types of dividends may be declared from time to time by the Board of Directors:
(a)
Dividends in cash or property; provided, however, that such dividends may be paid only out of the unreserved and unrestricted
earned surplus of the Corporation.
(b)
Dividends in cash paid out of current net profits or retained earnings in accordance with the provisions of Nevada Statutes, or any successor
statute.
(c)
Dividends paid in the Corporation’s own authorized but unissued shares out of any unreserved and unrestricted surplus of the Corporation
upon the following conditions:
(1)
If the dividend is payable in its own shares having a par value, such shares shall be issued at not less than the par value, and there
shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the
shares to be issued as a dividend;
(2)
If a dividend is payable in its own shares without par value, such shares shall be issued at such stated value as shall be fixed by the
Board of Directors by a resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at
the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect to such shares, and the amount
per share so transferred to stated capital shall be disclosed to the stockholders receiving such dividend concurrently with the payment
thereof.
(d)
No dividend payable in shares of any class shall be paid to the holders of the shares of any other class unless the Articles of Incorporation
so provide, or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the
outstanding shares of the class in which the payment is to be made.
ARTICLE
VIII.
INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section
1. Insurance. The Board of Directors of the Corporation, in its discretion, shall have authority on behalf of the Corporation
to 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, partner, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions
of this Article. The provisions of the following sections of this Article VIII shall apply only in the event that no such insurance is
in effect or, if such insurance is in effect, only to the extent that matters for which indemnification by the Corporation is permitted
by such sections are not within the coverage of such insurance.
Section
2. Action Against a Party Because of Corporation Position. The Corporation shall indemnify each officer or director, and may indemnify,
in its sole discretion, any employee or agent who was or is a party, or is threatened to be made a party, to any threatened, pending,
or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by,
or in the right of, the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, partner, officer, employee, or agent of another corporation, a
partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, including any appeal thereof,
if he or she acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination
of any claim, action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that such person did not act in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests of the Corporation or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
13 of 17
Section
3. Action by or in the Right of Corporation. The Corporation shall indemnify any officer or director, and may indemnify, at its
sole discretion, any employee or agent who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed
claim, action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is
or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director,
partner, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses
(including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such
claim, action, or suit, including any appeal thereof, if he or she acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty
to the Corporation unless, and only to the extent that, the court in which such claim, 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 which such court shall deem proper.
Section
4. Reimbursement if Successful. To the extent that the director, officer, employee, or agent of the Corporation has been successful
on the merits or otherwise in defense of any claim, action, suit, or proceeding referred to in Section 2 or Section 3 of
this Article VIII, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses (including attorneys’
fees) actually and reasonably incurred by him in connection therewith, notwithstanding that he had not been successful (on the merits
or otherwise) on any other claim, issue, or matter in any such claim, action, suit or proceeding.
Section
5. Authorization. Any indemnification under Section 2 or Section 3 of this Article VIII (unless ordered by a court
of competent jurisdiction) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances because he or she met the applicable standard of conduct set
forth in Section 2 or Section 3 of this Article VIII. Such determination shall be made:
(a)
By a majority vote of a quorum of the Board of Directors; however, for the purposes of this Subsection, a quorum shall consist
of directors who are or were not parties to such action, suit or proceeding;
(b)
If such quorum is not obtainable, or even if obtainable, by a majority vote of a committee duly designated by the Board of Directors
(in which directors who are parties may participate) consisting solely of two or more directors who were not at the time parties to the
proceeding;
(c)
By independent legal counsel who are (i) selected by the Board of Directors prescribed in paragraph (a) or the committee prescribed in
paragraph (b); or (ii) if a quorum of the directors cannot be obtained for paragraph (a) and the committee cannot be designated under
paragraph (b), selected by majority vote of the full Board of Directors (in which directors who are parties may participate); or
(d)
By the stockholders by a majority vote of a quorum consisting of stockholders who are or were not parties to such action, suit or proceeding,
or, if no such quorum is obtainable, by a majority vote of stockholders who were not parties to such action, suit or proceeding.
Section
6. Advance Reimbursement. Expenses, including attorneys’ fees, incurred in defending a civil or criminal action, suit, or
proceeding shall be paid to officers and directors, and, in its sole discretion, may be paid to agents and employees by the Corporation
in advance of the final disposition of such action, suit or proceeding, upon a preliminary determination, following one of the procedures
set forth in Section 5 of this Article VIII, that the director, officer, employee or agent met the applicable standard of conduct
set forth in Section 2 or Section 3 of this Article VIII, or as authorized by the Board of Directors in the specific case
and, in either event, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article.
Section
7. Further Indemnification. Indemnification as provided in this Article shall not be deemed exclusive. The Corporation shall make
any other further indemnification of any of its directors, officers, employees or agents that may be authorized under any statute, rule
or law, provision of Articles of Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while holding such office, except an indemnification against gross
negligence or willful misconduct. Where such other provision provides broader rights of indemnification than these Bylaws, such other
provision shall control.
14 of 17
Section
8. Continuing Right of Indemnification. Indemnification as provided in this Article 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.
ARTICLE
IX.
BOOKS
AND RECORDS
Section
1. Books and Records. This Corporation shall maintain accurate accounting records and shall keep records of minutes of all meetings
of its stockholders and Board of Directors, a record of all actions taken by the Board of Directors without a meeting and a record of
all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation. The Corporation’s
books and records may be inspected by any stockholder upon reasonable written notice to the Corporation, provided his or her request
is made in good faith and for a proper purpose.
This
Corporation or its designated agent shall also maintain a record of its stockholders in a form that permits preparation of a list of
names and addresses of all stockholders in alphabetical order by classes of shares showing the number and series of shares held by each.
This
Corporation shall keep a copy of the following records: (a) its Articles or Restated Articles of Incorporation and all amendments thereto
currently in effect; (b) its Bylaws or Restated Bylaws and all amendments thereto currently in effect; (c) written communications to
all stockholders generally or all stockholders of a class or series within the past three years, including the financial statements furnished
for the past three (3) years; (d) a list of the names and business street addresses of its current directors and officers; and (e) its
most recent annual report delivered to the Nevada Department of State.
Any
books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable
time.
Section
2. Annual Financial Information. Unless modified by a resolution of the stockholders within one hundred twenty (120) days of the
close of each fiscal year, this Corporation shall furnish each stockholder annual report containing financial statements which may be
consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet
as of the end of such fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements
are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also
be prepared on that basis.
If
the annual financial statements are reported upon by a certified public accountant, his, her, or its report must accompany the statements.
If not, the statements must be accompanied by a statement of the President or the person responsible for this Corporation’s accounting
records: (a) stating his, her or its reasonable belief whether the statements were prepared on the basis of generally accepted accounting
principles and, if not, describing the basis of preparation; and (b) describing any respects in which the statements were not prepared
in accordance with any basis of accounting consistent with the statements prepared for the preceding year.
As
permitted by law, the annual report shall be furnished to each stockholder by sending such report by mail, electronic transmission or
by complying with Rule 14a-16 under the Exchange Act, within one hundred twenty (120) days after the close of each fiscal year or within
such additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements if, for reasons
beyond its control, the Corporation is unable to prepare its financial statements within the prescribed period. Thereafter, on written
request from a stockholder who has not been furnished the statements, the Corporation shall furnish him or her the latest financial statements.
Notwithstanding
anything to the contrary contained in these Bylaws, the annual report shall be considered furnished pursuant to this Section 2
by the Corporation posting the annual report, including annual financial statements, filed with the Securities Exchange Commission or
other authority on or through the Corporation’s website, along with a prominent undertaking to provide stockholders, upon request,
a hard copy of the Corporation’s annual report free of charge; provided, however, that simultaneously therewith, the Corporation
shall issue a press release stating that (i) its annual report has been filed with the Securities Exchange Commission or other authority,
as applicable, (ii) the annual report is available on the Corporation’s website, (iii) the website address where the annual report
can be found, and (iv) stockholders may receive a hard copy of the annual report free of charge upon request.
15 of 17
ARTICLE
X.
CORPORATE
SEAL
The
Board of Directors shall provide for a corporate seal which may be facsimile, engraved, printed or an impression seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation, the words “seal” and “Nevada”
and the year of incorporation.
ARTICLE
XI.
AMENDMENTS
These
Bylaws may be altered, amended or repealed and new Bylaws may be adopted, by either (i) a majority of members of the Board of Directors;
or (ii) an affirmative vote of the holders of at least a majority 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 of directors, in addition to at least a majority of the issued and
outstanding shares of Class B Common Stock, voting separately as its own class; provided, however, that the Board of Directors
may not alter, amend or repeal any Bylaw adopted by stockholders if the stockholders specifically provide that such Bylaw is not subject
to amendment or repeal by the directors.
16 of 17
CERTIFICATE
OF SECRETARY
OF
JFB
CONSTRUCTION HOLDINGS
I,
the undersigned, do hereby certify:
1.
That I am the duly elected and acting Secretary of the Corporation.
2.
That the foregoing Bylaws, comprised of seventeen (17) pages, including this Certificate of Secretary, constitute the Bylaws of said
Corporation as duly adopted by action of the Board of Directors of the Corporation duly taken on May 18, 2026.
IN
WITNESS WHEREOF, I have hereunto subscribed my name this 18th day of May, 2026.
By:
/s/
Joseph F. Basile, III
Name:
Joseph
Basile, Secretary
17 of 17
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xbrli:booleanItemType
Balance Type:
na
Period Type:
duration