<SUBMISSION>
<ACCESSION-NUMBER>0001193125-14-365369
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20141006
<ITEMS>5.01
<ITEMS>5.02
<ITEMS>5.03
<ITEMS>9.01
<FILING-DATE>20141007
<DATE-OF-FILING-DATE-CHANGE>20141007
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>DEER VALLEY CORP
<CIK>0000095047
<ASSIGNED-SIC>2451
<IRS-NUMBER>205256635
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-05388
<FILM-NUMBER>141144872
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>4218  W. LINEBAUGH AVE.
<CITY>TAMPA
<STATE>FL
<ZIP>33624
<PHONE>813-885-5998
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>4218  W. LINEBAUGH AVE.
<CITY>TAMPA
<STATE>FL
<ZIP>33624
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CYTATION CORP
<DATE-CHANGED>20010626
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>COLLEGELINK COM INCORP
<DATE-CHANGED>19991122
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CYTATION COM INC
<DATE-CHANGED>19990318
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d800901d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 8-K</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Current Report </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section&nbsp;13 or 15(d) </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): October&nbsp;6, 2014 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>DEER VALLEY CORPORATION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact Name of Registrant as Specified in its Charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


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<TD VALIGN="top" ALIGN="center"><B>Florida</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>000-05388</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>20-5256635</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>(State of Incorporation)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(IRS Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification Number)</B></P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>3030 N. Rocky Point Drive W, Suite 150, Tampa, FL 33607 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Address of principal executive offices) (Zip code) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(813) 418-5250 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Registrant&#146;s Telephone Number, Including Area Code) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former name or former address, if changed since last report) </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below of the Form 8-K if the filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General instruction A.2. below): </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)(b) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Table of Contents </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc"></A>DEER VALLEY CORPORATION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>TABLE OF
CONTENTS </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD></TD>
<TD></TD></TR>
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<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1.00pt solid #000000; width:21.35pt; font-size:8pt; font-family:Times New Roman"><B>ITEM</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>PAGE</B></TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR STYLE="font-size:1pt">
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<TD VALIGN="top">Item&nbsp;5.01.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx800901_1">Changes in Control of Registrant</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Item&nbsp;5.02.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx800901_2">Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Item&nbsp;5.03.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx800901_3">Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">4</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Item&nbsp;9.01.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx800901_4">Financial Statements and Exhibits</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">4</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


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<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Unless otherwise indicated or the context otherwise requires, all references below in this
Current Report on Form 8-K to &#147;we,&#148; &#147;us,&#148; &#147;Deer Valley&#148; and the &#147;Company&#148; are to Deer Valley Corporation, a Florida corporation, together with its wholly-owned subsidiaries, Deer Valley Homebuilders, Inc., an
Alabama corporation; Deer Valley Financial Corp., a Florida corporation; and Deer Valley Home Repair Services, Inc., a Florida corporation. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B><A NAME="tx800901_1"></A>Item&nbsp;5.01.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Changes in Control of Registrant </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On September&nbsp;3, 2014, Peerless Systems
Corporation, a Delaware corporation (&#147;Peerless&#148;), Vicis Capital Master Fund, a Cayman Island unit trust managed by Vicis Capital, LLC (&#147;Vicis&#148;), and Deer Valley Corporation, a Florida corporation (the &#147;Company&#148;),
entered into a Stock Purchase Agreement (the &#147;SPA&#148;). The transaction described in the SPA closed, and the consummation of the transaction described in the SPA occurred, effective as of October&nbsp;6, 2014 (the &#147;Closing Date&#148;).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the terms and conditions of the SPA, (a)&nbsp;Vicis sold to Peerless, and Peerless purchased from Vicis, 12,310,458 shares of
the Company&#146;s common stock, and (b)&nbsp;the Company sold to Peerless, and Peerless purchased from the Company, 126,000 shares of the Company&#146;s common stock that the Company held in treasury (collectively, the &#147;Purchase Shares&#148;).
The Purchased Shares represent approximately eighty percent (80%)&nbsp;of the Company&#146;s issued and outstanding shares and were acquired for an aggregate purchase price of $3,681,900. The source of funds used for the purchase price for the
Purchased Shares was from cash-on-hand of Peerless. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The SPA contains representations, warranties and covenants of the parties customary
for transactions of this type. The description of the foregoing transaction does not purport to be complete and is qualified in its entirety by the terms of the SPA filed as an exhibit to the Current Report on Form 8-K that was filed by Peerless
with the Securities and Exchange Commission on September&nbsp;3, 2014. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">There are no arrangements or understandings between Vicis and
Peerless and their associates with respect to the election of directors or other matters. Except for the transaction described in the SPA, the Company does not know of any arrangements the operation of which would result in a change in control of
the Company following the date of this Current Report on Form 8-K. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B><A NAME="tx800901_2"></A>Item&nbsp;5.02.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers </B></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Effective as of the Closing Date, each of John N. Giordano and Charles G. Masters resigned as a director of the Company. John&nbsp;N. Giordano
and Charles G. Masters did not hold any position on any committee of the board of directors of the Company at the time of their resignation. The resignations of John Giordano and Charles G. Masters are not the result of any disagreement with the
Company on any matter relating to the Company&#146;s operations, policies or practices. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">By Written Action of the Board of Directors dated
September&nbsp;2, 2014, the board of directors of the Company approved the increase in the size of the board of directors of the Company from five (5)&nbsp;directors to seven (7)&nbsp;directors. Effective as of the Closing Date, the remaining
directors appointed and elected the following individuals to fill the vacancies created by the increase in the size of the board of directors of the Company and by the resignations of John N. Giordano and Charles G. Masters: Timothy E. Brog,
Kevin&nbsp;A. Cavanaugh, Julius Bloomston, and Damien J. Park. Messrs. Brog, Cavanaugh, Bloomston and Park have not been appointed to any committee of the board of directors of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">There are no arrangements, understandings or any material plans, contracts or arrangements regarding Messrs. Brog, Cavanaugh, Bloomston or
Park that require disclosure. There are no </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
transactions, during the last two (2)&nbsp;fiscal years, and there are no proposed transactions to which the Company or its subsidiaries was or is to become a party, and the amount involved
exceeds $120,000.00, in which Messrs. Brog, Cavanaugh, Bloomston and Park, the new directors, or members of their immediate families had, or is to have, a direct or indirect material interest. </P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B><A NAME="tx800901_3"></A>Item&nbsp;5.03.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Effective as
of the Closing Date, the board of directors of the Company adopted and approved the Amended and Restated Bylaws of the Company filed as an exhibit with this Form 8-K (the &#147;Amended and Restated Bylaws&#148;). The previous bylaws of the Company
are also filed as an exhibit with this Form 8-K (the &#147;Previous Bylaws&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Below please find a description of material provisions
changed by the Amended and Restated Bylaws: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Section&nbsp;3.2 of the Previous Bylaws specified that the annual meeting of stockholders shall generally be held at 10:00 am on the second Thursday in November in each year. The Amended and Restated Bylaws remove this
specified date and time and provide that the date, time and place of the annual meeting of stockholders shall be designated by the board of directors of the Company. </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
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<TD ALIGN="left" VALIGN="top">Section&nbsp;3.5 of the Amended and Restated Bylaws has been adopted describing and amending, among other things, who may call a special meeting of stockholders, how the date, time and place of such special meeting will
be fixed or designated, the business that can be conducted at such special meeting and the required notice to stockholders of such special meeting. </TD></TR></TABLE> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B><A NAME="tx800901_4"></A>Item&nbsp;9.01.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Financial Statements and Exhibits </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The following exhibits are filed with this Form 8-K:
</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top">3.01</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Amended and Restated Bylaws of Deer Valley Corporation effective as of September&nbsp;30, 2014 (which are referred to in this Form 8-K as the Amended and Restated Bylaws)</TD></TR>
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<TD VALIGN="top" NOWRAP>3.02</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Bylaws of Deer Valley Corporation (undated) (which are referred to in this Form 8-K as the Previous Bylaws)</TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3">DEER VALLEY CORPORATION</TD></TR>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Charles G. Masters</P></TD></TR>
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<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">Charles G. Masters</P></TD></TR>
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<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">President, Chief Executive Officer</P></TD></TR>
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<TD VALIGN="top">Dated:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">October 6, 2014</TD></TR>
</TABLE></DIV>
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<TYPE>EX-3.01
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<FILENAME>d800901dex301.htm
<DESCRIPTION>AMENDED AND RESTATED BYLAWS OF DEER VALLEY CORPORATION
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<TITLE>Amended and Restated Bylaws of Deer Valley Corporation</TITLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 3.01 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AMENDED AND RESTATED </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BYLAWS OF DEER VALLEY CORPORATION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(Effective as of October&nbsp;6, 2014) </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;1.</TD>
<TD ALIGN="left" VALIGN="top">ARTICLES OF INCORPORATION AND BYLAWS </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.1 These bylaws are subject to the articles of
incorporation of the corporation. In these bylaws, references to the articles of incorporation and bylaws mean the provisions of the articles of incorporation and the bylaws as are from time to time in effect. </P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;2.</TD>
<TD ALIGN="left" VALIGN="top">OFFICES </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.1 <U>Registered Office</U>. The registered office shall be in the City of Tampa,
County of Hillsborough, State of Florida. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.2 <U>Other Offices</U>. The corporation may also have offices at such other places both
within and without the State of Florida as the board of directors may from time to time determine or the business of the corporation may require. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;3.</TD>
<TD ALIGN="left" VALIGN="top">STOCKHOLDERS </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.1 <U>Location of Meetings</U>. All meetings of the stockholders shall be held
at such place either within or without the State of Florida as shall be designated from time to time by the board of directors. Any adjourned session of any meeting shall be held at the place designated in the vote of adjournment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.2 <U>Annual Meeting</U>. The annual meeting of stockholders shall be held at a date, time and place as shall be designated from time to time
by the board of directors, at which they shall elect a board of directors and transact such other business as may be required by law or these bylaws or as may properly come before the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.3 <U>Notice of Annual Meeting</U>. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Such notice may specify the business to be transacted and actions to be taken at such meeting. No action shall be taken at
such meeting unless such notice is properly given, or unless waiver of such notice is given by the holders of outstanding stock having not less than the minimum number of votes necessary to take such action at a meeting at which all shares entitled
to vote thereon were voted. Prompt notice of all action taken in connection with such waiver of notice shall be given to all stockholders not present or represented at such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.4 <U>Special Meetings</U>. (a)&nbsp;Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law or
by the articles of incorporation, may be called by the Chairman of the Board. A special meeting shall be called by the president or the secretary at the request, in writing, of a seventy percent (70%)&nbsp;of the directors. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) A special meeting of stockholders shall be called by the Board upon the written request to
the Secretary of record holders of at least fifty percent (50%)&nbsp;of the outstanding common stock of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(1) A written
request for a special meeting of stockholders shall be signed by each stockholder, or duly authorized agent, requesting a special meeting and shall set forth: (i)&nbsp;a statement of the specific purpose of the meeting and the matters proposed to be
acted on at the meeting, the reasons for conducting such business at the meeting, and any material interest in such business of the stockholders requesting the meeting; (ii)&nbsp;the name and address of each such stockholder as it appears on the
Corporation&#146;s stock ledger; and (iii)&nbsp;the number of shares of the Corporation&#146;s common stock owned of record and beneficially by each such stockholder. A stockholder may revoke the request for a special meeting at any time by written
revocation delivered to the Secretary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) Except as provided in the next sentence, a special meeting requested by stockholders shall be
held at such date, time and place within or without the state of Florida as may be fixed by the Board; provided, however, that the date of any such special meeting shall be not less than thirty days nor more than one-hundred and twenty days after
the receipt by the Corporation of a properly submitted request to call a special meeting. A special meeting requested by stockholders shall not be held if either (i)&nbsp;the Board has called or calls for an annual meeting of stockholders and the
purpose of such annual meeting includes (among any other matters properly brought before the meeting) the purpose specified in the request, or (ii)&nbsp;an annual or special meeting was held not more than twelve months before the request to call the
special meeting was received by the Corporation which included the purpose specified in the request. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(3) Business to be conducted at a
special meeting may only be brought before the meeting pursuant to the Corporation&#146;s notice of meeting; provided however that nothing herein shall prohibit the board of directors from submitting matters to the stockholders at any
stockholder-requested special meeting. The board of directors may fix a record date to determine the holders of common stock who are entitled to deliver written requests for a special meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) Notice of each special meeting, indicating briefly the object or objects thereof, shall be given by the Secretary to each stockholder
entitled to vote at his or her last known address, at least ten days but not more than sixty days prior to the meeting. Only such business shall be conducted at a special meeting of stockholders as shall be stated in the Corporation&#146;s notice of
the meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If the entire board of directors becomes vacant, any stockholder may call a special meeting in the same manner that the
chairman of the board or the president may call such meeting, and directors for the unexpired term may be elected at said special meeting in the manner provided for their election at annual meetings. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.6 <U>Notice of Stockholder Business at a Meeting of the Stockholders</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Unless otherwise prescribed by law or by the articles of incorporation, the following provisions of this Section&nbsp;3.6 shall apply to the
conduct of business at any meeting of the stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) At any meeting of the stockholders, only such business shall be conducted as
shall have been brought before the meeting (i)&nbsp;pursuant to the Corporation&#146;s notice of meeting, (ii)&nbsp;by or at the direction of the board of directors or (iii)&nbsp;by any stockholder of the Corporation who is a stockholder of record
at the time of giving of the notice provided for in paragraph (b)&nbsp;of this Section&nbsp;3.6, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in paragraph (b)&nbsp;of this Section&nbsp;3.6. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) For business to be properly brought before any meeting of the stockholders by a stockholder pursuant to clause (iii)&nbsp;of paragraph
(a)&nbsp;of this Section&nbsp;3.6, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder&#146;s notice must be delivered to or mailed and received at the principal executive
offices of the Corporation (i)&nbsp;in the case of an annual meeting, not less than ninety days nor more than one hundred and twenty days prior to the first anniversary of the mailing of the proxy statement by the Company for the preceding
year&#146;s annual meeting, provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30)&nbsp;days from the date contemplated at the time of the
previous year&#146;s proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th)&nbsp;day prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th)&nbsp;day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the corporation fewer than seventy (70)&nbsp;days prior to the date of such annual meeting,
the close of business on the tenth (10th)&nbsp;day following the day on which public announcement of the date of such meeting is first made by the corporation. A stockholder&#146;s notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting: (i)&nbsp;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, (ii)&nbsp;the name and address,
as they appear on the corporation&#146;s books, of the stockholder proposing such business, (iii)&nbsp;the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv)&nbsp;any material interest of the
stockholder in such business and (v)&nbsp;any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the &#147;1934 Act&#148;), in his capacity as a
proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder&#146;s meeting, stockholders must provide notice as
required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The
chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine,
he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)
Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section&nbsp;3.6. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


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The person presiding at the meeting shall, if the facts warrant, determine that business was not properly brought before the meeting and in accordance with the procedures prescribed by these
bylaws, and if he should so determine, he shall so declare at the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section&nbsp;3.6, a stockholder shall
also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended (or any successor provision), and the rules and regulations thereunder with respect to the matters set forth in this Section&nbsp;3.6. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) This provision shall not prevent the consideration and approval or disapproval at the meeting of reports of officers, directors and
committees of the board of directors, but, in connection with such reports, no new business shall be acted upon at such meeting unless properly brought before the meeting as herein provided. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.7 <U>Stockholder List</U>. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.8 <U>Quorum of Stockholders</U>. The holders of a majority of the
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 except as otherwise required by law, or by the
articles of incorporation or by these bylaws. Except as otherwise provided by law, no stockholder present at a meeting may withhold his shares from the quorum count by declaring his shares absent from the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.9 <U>Adjournment</U>. Any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a
meeting of stockholders may be held under these bylaws, which time and place shall be announced at the meeting, by a majority of votes cast upon the question, whether or not a quorum is present. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.10 <U>Proxy
Representation</U>. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating
at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall by voted or acted upon after three years from its date unless such proxy provides for a longer
period. Except as provided by law, a revocable proxy shall be deemed revoked if the stockholder is present at the meeting for which the proxy was given. A </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


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duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A
proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action,
provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after
the final adjournment thereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.11 <U>Inspectors</U>. If required to do so by the Florida Business Corporation Act or other applicable
law or regulation, the directors or the person presiding at the meeting shall appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. If not so required, the directors or the person
presiding at the meeting may, but need not, appoint such inspectors and substitute inspectors. In either event, the inspectors and substitute inspectors shall have such duties and responsibilities as are required by applicable law or regulation and
such other duties and responsibilities not inconsistent therewith as the directors or the person presiding at the meeting shall deem appropriate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.12 <U>Action by Vote</U>. When a quorum is present at any meeting, whether the same be an original or an adjourned session, a plurality of
the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by
the articles of incorporation or by these bylaws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.13 <U>Action by Written Consent of Shareholders</U>. Unless otherwise provided in the articles of incorporation of the corporation, any
action required or permitted to be taken at a meeting of the shareholders may be taken by means of one or more written consents that satisfy the requirements set forth below. In such event, no meeting, prior notice or formal vote shall be required.
To be effective, a written consent (which may be in one or more counterparts) shall set forth the action taken and shall be signed by shareholders holding shares representing not less than the minimum number of votes of each voting group entitled to
vote thereon that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. No written consent shall be effective unless, within sixty (60)&nbsp;days of
the date of the earliest dated consent delivered to the Secretary, written consent signed by the number of shareholders required to take action is delivered to the Secretary. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>

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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;4.</TD>
<TD ALIGN="left" VALIGN="top">DIRECTORS </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.1 <U>Number</U>. The board shall consist of not less than three nor more than
eleven directors, the number of which shall be determined from time to time by resolution adopted by affirmative vote of a majority of directors then in office. Subject to the foregoing and to the provisions of the articles of incorporation, the
number of directors may be increased or decreased at any time or from time to time by vote of a majority of directors then in office, except that such decrease by vote of directors shall only be made to eliminate vacancies existing by reason of the
</P>
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death, resignation or removal of one or more directors. The directors shall be elected at the annual meeting of stockholders except as provided in Section&nbsp;4.4 of these bylaws. Directors need
not be stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.2 <U>Tenure</U>. Each director shall hold office until his successor shall have been elected and qualified, or
until his earlier resignation, removal from office, or death. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.3 <U>Powers</U>. The business of the corporation shall be managed by or
under the direction of the board of directors which shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the articles of incorporation or these bylaws directed or required to be
exercised or done by the stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.4 <U>Vacancies</U>. Except as otherwise provided by (i)&nbsp;law, (ii)&nbsp;the articles of
incorporation, or (iii)&nbsp;the following sentence, vacancies and any newly created directorships resulting from any increase in the number of directors shall be filled only by a majority of the directors then in office, although less than a
quorum, or by a sole remaining director. If a vacancy has been created pursuant to Section&nbsp;4.16 hereof, then a majority of the shareholders acting by written consent shall be fill such vacancy. When one or more directors shall resign from the
board, effective at a future date, a majority of the directors then in office, including those who have resigned, shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or
resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the articles of incorporation or of
these bylaws as to the number of directors required for a quorum or for any vote or other actions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.5 <U>Nomination of Directors</U>.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The following provisions of this Section&nbsp;4.5 shall apply to the nomination of persons for election to the board of directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) Nominations of persons for election to the board of directors of the corporation may be made (i)&nbsp;by or at the direction of the board
of directors or (ii)&nbsp;by any stockholder of the corporation who is a stockholder of record at the time of giving of notice provided for in paragraph (b)&nbsp;of this Section&nbsp;4.5, who shall be entitled to vote for the election of directors
at the meeting and who complies with the notice procedures set forth in paragraph (b)&nbsp;of this Section&nbsp;4.5. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Nominations by
stockholders shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder&#146;s notice shall be delivered to or mailed and received at the principal executive offices of the corporation, not
less than ninety days nor more than one hundred and twenty days prior to the first anniversary of the mailing of the proxy statement by the Company for the preceding year&#146;s annual meeting, regardless of any postponements, deferrals or
adjournments of that meeting to a later date. Such stockholder&#146;s notice shall set forth (x)&nbsp;as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that
is required to be disclosed in solicitations of proxies for election of directors, or is otherwise </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


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required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, or pursuant to any other then existing statute, rule or regulation applicable thereto (including such
person&#146;s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (y)&nbsp;as to the stockholder giving the notice (1)&nbsp;the name and address, as they appear on the corporation&#146;s
books, of such stockholder and (2)&nbsp;the class and number of shares of the corporation which are beneficially owned by such stockholder and also which are owned of record by such stockholder; and (z)&nbsp;as to the beneficial owner, if any, on
whose behalf the nomination is made, (1)&nbsp;the name and address of such person and (2)&nbsp;the class and number of shares of the corporation which are beneficially owned by such person. The corporation may require any proposed nominee to furnish
such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee as a director. At the request of the board of directors, any person nominated by the board of directors for election as a
director shall furnish to the secretary of the corporation that information required to be set forth in a stockholder&#146;s notice of nomination which pertains to the nominee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) No person shall be eligible to serve as a director of the corporation unless nominated in accordance with the procedures set forth in this
Section&nbsp;4.5. The person presiding at the meeting shall, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed by these bylaws, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section&nbsp;4.5, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended (or any
successor provision), and the rules and regulations thereunder with respect to the matters set forth in this bylaw. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.6
<U>Committees</U>. The board of directors may, by vote of a majority of the whole board, (a)&nbsp;designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the
directors; (b)&nbsp;designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c)&nbsp;determine the extent to which each such committee shall
have and may exercise the powers and authority of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and
the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the articles of incorporation or by these bylaws they are prohibited from so delegating. In the absence or
disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the
board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by
the board or such rules, its business shall be conducted as nearly as may be in same manner as is provided by these bylaws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report
the same to the board of directors upon request. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.7 <U>Regular Meeting</U>. Regular meetings of the board of directors may be held
without call or notice at such place within or without the State of Florida and at such times as the board </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


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may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be
held without call or notice immediately after and at the same place as the annual meeting of the stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.8 <U>Special
Meetings</U>. Special meetings of the board of directors may be held at any time and at any place within or without the State of Florida designated in the notice of the meeting, when called by the chairman of the board, or by at least a majority in
number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board or by any one of the directors calling the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.9 <U>Notice</U>. It shall be reasonable and sufficient notice to a director to send notice by overnight mail at least forty-eight hours or
by email at least twenty-four hours before the meeting, addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.10 <U>Quorum</U>. Except as may be otherwise provided by law, by the articles of incorporation or by these bylaws, at any meeting of the
directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than a majority of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a
majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.11 <U>Action by Vote</U>. Except as may be otherwise provided by law, by the articles of incorporation or by these bylaws, when a quorum is
present at any meeting the vote of a majority of the directors present shall be the act of the board of directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.12 <U>Action Without
a Meeting</U>. Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all the
members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as
the act of the board or of such committee, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.13 <U>Participation in Meetings by Conference Telephone</U>. Unless
otherwise restricted by the articles of incorporation or these bylaws, members of the board of directors or of any committee thereof may participate in a meeting of such board or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at such meeting. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.14 <U>Compensation</U>. Unless otherwise restricted by the articles of incorporation or these
bylaws, the board of directors shall have the authority to fix from time to time the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and the performance of their
responsibilities as directors and may be paid a fixed sum for attendance at each meeting of the board of directors and/or a stated salary as director. No such payment shall preclude any director from serving the corporation or its parent or
subsidiary corporations in any other capacity and receiving compensation therefor. The board of directors may also allow compensation for members of special or standing committees for service on such committees. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.15 <U>Interested Directors and Officers</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in which one or more of the corporation&#146;s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of
directors, a committee thereof, or the stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.16 <U>Resignation or
Removal of Directors</U>. Any director may be removed with or without cause by vote of the holders of a majority of the shares entitled to vote at an election of Directors, but such removal shall be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of a Director shall not of itself create contract rights. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;5.</TD>
<TD ALIGN="left" VALIGN="top">NOTICES </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.1 <U>Form of Notice</U>. Whenever, under the provisions of law, or of the articles
of incorporation or of these bylaws, notice is required to be given to any director or stockholder, such notice may be given by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with
postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Unless written notice by mail is required by law, written notice may also be given by telegram, cable,
telecopy, commercial delivery service, telex or similar means, addressed to such director or stockholder at his address as it appears on the records of the corporation, in which case such notice shall be deemed to be given when delivered into the
control of the persons charged with effecting such transmission, the transmission charge to be paid by the corporation or the person sending such notice and not by the addressee. Oral notice or other in-hand delivery (in person or by telephone)
shall be deemed given at the time it is actually given. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.2 <U>Waiver of Notice</U>. Whenever notice is required to be given under the
provisions of law, the articles of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to he transacted at, nor the purpose of, any meeting of the stockholders, directors or members of a committee of the directors need be specified in any written waiver of notice. </P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;6.</TD>
<TD ALIGN="left" VALIGN="top">OFFICERS AND AGENTS </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.1 <U>Enumeration: Qualification</U>. The officers of the corporation
shall be a president, a chairman of the board, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation one or more vice presidents. Any
officer may be, but none need be<I>, </I>a director or stockholder. Any two or more offices may be held by the same person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.2
<U>Powers</U>. Subject to law, to the articles of incorporation and to the other provisions of these bylaws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his
office and such additional duties and powers as the board of directors may from time to time designate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.3 <U>Election</U>. The board of
directors at its first meeting after each annual meeting of stockholders shall choose a president, a secretary and a treasurer. Other officers may be appointed by the board of directors at such meeting, at any other meeting or by written consent. At
any time or from time to time, the directors may delegate to any officer their power to elect or appoint any other officer or any agents. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.4 <U>Tenure</U>. Subject to Section&nbsp;6.8 below, each officer shall hold office until the first meeting of the board of directors
following the next annual meeting of the stockholders and until </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


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his successor is elected and qualified unless a shorter period shall have been specified in terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or
becomes disqualified. Each agent of the corporation shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.5 <U>Chairman, President and Vice President</U>. The chairman shall share executive authority with the president. The president shall be the
chief executive officer and shall, with the chairman, have direct and active charge of all business operations of the corporation and shall, with the chairman, have general supervision of the entire business of the corporation, subject to the
control of the board of directors. The chairman shall preside at all meetings of the stockholders and of the board of directors at which he is present, except as otherwise voted by the board of directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The president or treasurer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. Any vice presidents
shall have such duties and powers as shall be designated from time to time by the board of directors or by the president. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.6
<U>Treasurer and Assistant Treasurers</U>. The treasurer shall be in charge of the corporation&#146;s funds and valuable papers, and shall have such other duties and powers as may be assigned to him from time to time by the board of directors or by
the president. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of
directors, the president or the treasurer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.7 <U>Secretary and Assistant Secretaries</U>. The secretary shall record all proceedings of
the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all writings of, or related to, action by stockholder or director consent. In the absence
of the secretary from any meeting, an assistant secretary, or if there is none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed, the secretary shall keep
or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. The secretary shall have such other
duties and powers as may from time to time be designated by the board of directors or the president. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Any assistant secretaries shall have
such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.8
<U>Resignation and Removal</U>. Any officer may resign at any time by delivering his resignation in writing to the president or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless
specified to be effective at some other time, and without in any case the necessity of its being accepted unless the resignation shall so state. The board of directors may at any time remove any officer either with or without cause.
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


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The board of directors may at any time terminate or modify the authority of any agent. No officer resigning and (except where a right to receive compensation shall be expressly provided in a duly
authorized written agreement with the corporation) no officer removed shall have any right to any compensation as such officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his
compensation be by the month or by the year or otherwise; unless in the case of a resignation, the directors, or in the case of removal, the body acting on the removal, shall in their or its discretion provide for compensation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.9 <U>Vacancies</U>. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by
vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that office may choose a successor. Each such successor shall hold office for the unexpired term
of his predecessor, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified. </P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;7.</TD>
<TD ALIGN="left" VALIGN="top">CAPITAL STOCK </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7.1 <U>Stock Certificates</U>. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the articles of incorporation and the bylaws, be prescribed from time to time by the
board of directors. Such certificate shall be signed by the president or a vice-president and (i)&nbsp;the treasurer or an assistant treasurer or (ii)&nbsp;the secretary or an assistant secretary. Any of or all the signatures on the certificate may
be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7.2 <U>Lost Certificates</U>. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate
alleged to have been lost, stolen or destroyed. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;8.</TD>
<TD ALIGN="left" VALIGN="top">TRANSFER OF SHARES OF STOCK </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8.1 <U>Transfer on Books</U>. Subject to any restrictions with
respect to the transfer of shares of stock, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the </P>
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transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the articles of incorporation or by these bylaws, the corporation shall be entitled to
treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for
such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">It shall be the duty of each stockholder to notify the corporation of his post office address. </P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;9.</TD>
<TD ALIGN="left" VALIGN="top">GENERAL PROVISIONS </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.1 <U>Record Date</U>. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more
than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action to which such record date relates. A determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. If no record date is fixed, </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior
action by the board of directors is necessary, shall be the day on which the first written consent is expressed; and </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) The record date
for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating to such purpose. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.2 <U>Dividends</U>. Dividends upon the capital stock of the corporation may be declared by the board of directors at any regular or special
meeting or by written consent, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.3 <U>Payment of Dividends</U>. Before payment of any dividend, there may be set aside out of any funds of the corporation available for
dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the
</P>
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corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which
it was created. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.4 <U>Checks</U>. All checks or demands for money and notes of the corporation shall be signed by such officer or
officers or such other person or persons as the board of directors may from time to time designate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.5 <U>Fiscal Year</U>. The fiscal
year of the corporation shall begin on the first day following the Saturday closest to December&nbsp;31 and shall end on the Saturday closest to December&nbsp;31 next following, unless otherwise determined by the board of directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.6 <U>Seal</U>. The board of directors may, by resolution, adopt a corporate seal. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the word &#147;Florida.&#148; The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The seal may be altered from time to time by the
board of directors. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;10.</TD>
<TD ALIGN="left" VALIGN="top">AMENDMENTS </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10.1 <U>By the Board of Directors</U>. These bylaws may be altered, amended or
repealed or new bylaws may be adopted by the affirmative vote of greater than 75% of the directors present at any regular or special meeting of the board of directors at which a quorum is present. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10.2 <U>By the Stockholders</U>. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the affirmative vote of the
holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at any regular or special meeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new
bylaws shall have been stated in the notice of such regular or special meeting. </P>
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<DOCUMENT>
<TYPE>EX-3.02
<SEQUENCE>3
<FILENAME>d800901dex302.htm
<DESCRIPTION>BYLAWS OF DEER VALLEY CORPORATION (UNDATED)
<TEXT>
<HTML><HEAD>
<TITLE>Bylaws of Deer Valley Corporation (undated)</TITLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><U>Exhibit 3.02 </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BYLAWS OF DEER VALLEY CORPORATION </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;1.</TD>
<TD ALIGN="left" VALIGN="top">ARTICLES OF INCORPORATION AND BYLAWS </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.1 These bylaws are subject to the articles of
incorporation of the corporation. In these bylaws, references to the articles of incorporation and bylaws mean the provisions of the articles of incorporation and the bylaws as are from time to time in effect. </P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;2.</TD>
<TD ALIGN="left" VALIGN="top">OFFICES </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.1 <U>Registered Office</U>. The registered office shall be in the City of Tampa,
County of Hillsborough, State of Florida. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.2 <U>Other Offices</U>. The corporation may also have offices at such other places both
within and without the State of Florida as the board of directors may from time to time determine or the business of the corporation may require. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;3.</TD>
<TD ALIGN="left" VALIGN="top">STOCKHOLDERS </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.1 <U>Location of Meetings</U>. All meetings of the stockholders shall be held
at such place either within or without the State of Florida as shall be designated from time to time by the board of directors. Any adjourned session of any meeting shall be held at the place designated in the vote of adjournment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.2 <U>Annual Meeting</U>. The annual meeting of stockholders shall be held at 10:00 a.m. on the second Thursday in November in each year
(unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday) (the &#147;Specified Date&#148;) or at such other date and
time as shall be designated from time to time by the board of directors, at which they shall elect a board of directors and transact such other business as may be required by law or these bylaws or as may properly come before the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.3 <U>Special Meeting in Place of Annual Meeting</U>. If the election for directors shall not be held on the day designated by these bylaws,
the directors shall cause the election to be held as soon thereafter as convenient, and to that end, if the annual meeting is omitted on the day herein provided therefor or if the election of directors shall not be held thereat, a special meeting of
the stockholders may be held in place of such omitted meeting or election, and any business transacted or election held at such special meeting shall have the same effect as if transacted or held at the annual meeting, and in such case all
references in these bylaws to the annual meeting of the stockholders, or to the annual election of directors, shall be deemed to refer to or include such special meeting. Any such special meeting shall be called and the purposes thereof shall be
specified in the call, as provided in Section&nbsp;3.4. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.4 <U>Notice of Annual Meeting</U>. Written notice of the annual meeting stating
the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting </P>

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not less than ten nor more than sixty days before the date of the meeting. Such notice may specify the business to be transacted and actions to be taken at such meeting. No action shall be taken
at such meeting unless such notice is given, or unless waiver of such notice is given by the holders of outstanding stock having not less than the minimum number of votes necessary to take such action at a meeting at which all shares entitled to
vote thereon were voted. Prompt notice of all action taken in connection with such waiver of notice shall be given to all stockholders not present or represented at such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.5 <U>Other Special Meetings</U>. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law or by
the articles of incorporation, may be called by chairman of the board or the president and shall be called by the president or the secretary at the request in writing of a majority of the board of directors. Such request shall state the purpose or
purposes of the proposed meeting and business to be transacted at any special meeting of the stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.6 <U>Notice of Special
Meeting</U>. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting,
to each stockholder entitled to vote at such meeting. No action shall be taken at such meeting unless such notice is given, or unless waiver of such notice is given by the holders of outstanding stock having not less than the minimum number of votes
necessary to take such action at a meeting at which all shares entitled to vote thereon were voted. Prompt notice of all action taken in connection with such waiver of notice shall be given to all stockholders not present or represented at such
meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.7 <U>Notice of Stockholder Business at a Meeting of the Stockholders</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Unless otherwise prescribed by law or by the articles of incorporation, the following provisions of this Section&nbsp;3.7 shall apply to the
conduct of business at any meeting of the stockholders. (As used in this Section&nbsp;3.7, the term annual meeting shall include a special meeting in lieu of an annual meeting.) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) At any meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i)&nbsp;pursuant
to the Corporation&#146;s notice of meeting, (ii)&nbsp;by or at the direction of the board of directors or (iii)&nbsp;by any stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in paragraph
(b)&nbsp;of this Section&nbsp;3.7, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in paragraph (b)&nbsp;of this Section&nbsp;3.7. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) For business to be properly brought before any meeting of the stockholders by a stockholder pursuant to clause (iii)&nbsp;of paragraph
(a)&nbsp;of this Section&nbsp;3.7, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder&#146;s notice must be delivered to or mailed and received at the principal executive
offices of the Corporation (i)&nbsp;in the case of an annual meeting, not less than sixty days nor more than ninety days prior to the Specified Date, regardless of any postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if the annual meeting of stockholders or a special meeting in lieu thereof is to be held on a date prior to the Specified </P>
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Date, and if less than seventy days&#146; notice or prior public disclosure of the date of such annual or special meeting is given or made, notice by the stockholder to be timely must be so
delivered or received not later than the close of business on the tenth day following the earlier of the date on which notice of the date of such annual or special meeting was mailed or the day on which public disclosure was made of the date of such
annual or special meeting; and (ii)&nbsp;in the case of a special meeting (other than a special meeting in lieu of an annual meeting), not later than the tenth (10th)&nbsp;day following the earlier of the day on which notice of the date of the
scheduled meeting was mailed or the day on which public disclosure was made of the date of the scheduled meeting. A stockholder&#146;s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting
(i)&nbsp;a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii)&nbsp;the name and address, as they appear on the Corporation&#146;s books, of the stockholder
proposing such business, the name and address of the beneficial owner, if any, on whose behalf the proposal is made, and the name and address of any other stockholders or beneficial owners known by such stockholder to be supporting such proposal,
(iii)&nbsp;the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder of record, by the beneficial owner, if any, on whose behalf the proposal is made and by any other stockholders or beneficial
owners known by such stockholder to be supporting such proposal, and (iv)&nbsp;any material interest of such stockholder of record and/or of the beneficial owner, if any, on whose behalf the proposal is made, in such proposed business and any
material interest of any other stockholders or beneficial owners known by such stockholder to be supporting such proposal in such proposed business, to the extent known by such stockholder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the
procedures set forth in this Section&nbsp;3.7. The person presiding at the meeting shall, if the facts warrant, determine that business was not properly brought before the meeting and in accordance with the procedures prescribed by these bylaws, and
if he should so determine, he shall so declare at the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section&nbsp;3.7, a stockholder shall also comply
with all applicable requirements of the Securities Exchange Act of 1934, as amended (or any successor provision), and the rules and regulations thereunder with respect to the matters set forth in this Section&nbsp;3.7. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) This provision shall not prevent the consideration and approval or disapproval at the meeting of reports of officers, directors and
committees of the board of directors, but, in connection with such reports, no new business shall be acted upon at such meeting unless properly brought before the meeting as herein provided. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.8 <U>Stockholder List</U>. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.9 <U>Quorum of Stockholders</U>. The holders of a majority of the 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 except as otherwise required by law, or by the articles of incorporation or by
these bylaws. Except as otherwise provided by law, no stockholder present at a meeting may withhold his shares from the quorum count by declaring his shares absent from the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.10 <U>Adjournment</U>. Any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a
meeting of stockholders may be held under these bylaws, which time and place shall be announced at the meeting, by a majority of votes cast upon the question, whether or not a quorum is present. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.11 <U>Proxy
Representation</U>. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating
at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall by voted or acted upon after three years from its date unless such proxy provides for a longer
period. Except as provided by law, a revocable proxy shall be deemed revoked if the stockholder is present at the meeting for which the proxy was given. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only
as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the
corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such
proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.12
<U>Inspectors</U>. If required to do so by the Florida Business Corporation Act or other applicable law or regulation, the directors or the person presiding at the meeting shall appoint one or more inspectors of election and any substitute
inspectors to act at the meeting or any adjournment thereof. If not so required, the directors or the person presiding at the meeting may, but need not, appoint such inspectors and substitute inspectors. In either event, the inspectors and
substitute inspectors shall have such duties and responsibilities as are required by applicable law or regulation and such other duties and responsibilities not inconsistent therewith as the directors or the person presiding at the meeting shall
deem appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.13 <U>Action by Vote</U>. When a quorum is present at any meeting, whether the same be an original or an adjourned
session, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


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than an election to an office shall decide the question, except when a larger vote is required by law, by the articles of incorporation or by these bylaws. No ballot shall be required for any
election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.14 <U>No Action
by Consent</U>. Any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly constituted annual or special meeting of such holders and may not be effected by any consent in writing by such
stockholders. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;4.</TD>
<TD ALIGN="left" VALIGN="top">DIRECTORS </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.1 <U>Number</U>. The board shall consist of not less than three nor more than
twelve directors, the number of which shall be determined from time to time by resolution adopted by affirmative vote of a majority of directors then in office. Subject to the foregoing and to the provisions of the articles of incorporation, the
number of directors may be increased or decreased at any time or from time to time by vote of a majority of directors then in office, except that such decrease by vote of directors shall only be made to eliminate vacancies existing by reason of the
death, resignation or removal of one or more directors. The directors shall be elected at the annual meeting of stockholders except as provided in Section&nbsp;4.4 of these bylaws. directors need not be stockholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.2 <U>Tenure</U>. The directors shall be classified with respect to the time for which they shall severally hold office by dividing them into
three classes, each consisting of one-third of the whole number of the board of directors, and all directors shall hold office until their successors are chosen and qualified, or until their earlier death, resignation, or removal. At the first
meeting held for election of the board of directors pursuant to such classification, directors of the first class shall be elected for a term of one year; directors of the second class shall be elected for a term of two years; directors of the third
class shall be elected for a term of three years; and at each annual election thereafter, successors to the directors whose terms shall expire that year shall be elected to hold office for a term of three years, so that the term of office of one
class of directors shall expire in each year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.3 <U>Powers</U>. The business of the corporation shall be managed by or under the
direction of the board of directors which shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the articles of incorporation or these bylaws directed or required to be exercised or
done by the stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.4 <U>Vacancies</U>. Except as otherwise provided by law or by the articles of incorporation, vacancies and
any newly created directorships resulting from any increase in the number of directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. When one or more directors shall
resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such
resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the articles of
incorporation or of these bylaws as to the number of directors required for a quorum or for any vote or other actions. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.5 <U>Nomination of Directors</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The following provisions of this Section&nbsp;4.5 shall apply to the nomination of persons for election to the board of directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) Nominations of persons for election to the board of directors of the corporation may be made (i)&nbsp;by or at the direction of the board
of directors or (ii)&nbsp;by any stockholder of the corporation who is a stockholder of record at the time of giving of notice provided for in paragraph (b)&nbsp;of this Section&nbsp;4.5, who shall be entitled to vote for the election of directors
at the meeting and who complies with the notice procedures set forth in paragraph (b)&nbsp;of this Section&nbsp;4.5. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Nominations by
stockholders shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder&#146;s notice shall be delivered to or mailed and received at the principal executive offices of the corporation, not
less than sixty days nor more than ninety days prior to the Specified Date, regardless of any postponements, deferrals or adjournments of that meeting to a later date; provided, however, that if the annual meeting of stockholders or a special
meeting in lieu thereof is to be held on a date prior to the Specified Date, and if less than seventy days&#146; notice or prior public disclosure of the date of such annual or special meeting is given or made, notice by the stockholder to be timely
must be so delivered or received not later than the close of business on the tenth day following the earlier of the day on which notice of the date of such annual or special meeting was mailed or the day on which public disclosure was made of the
date of such annual or special meeting. Such stockholder&#146;s notice shall set forth (x)&nbsp;as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, or pursuant to any other then existing statute, rule or
regulation applicable thereto (including such person&#146;s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (y)&nbsp;as to the stockholder giving the notice (1)&nbsp;the name and address,
as they appear on the corporation&#146;s books, of such stockholder and (2)&nbsp;the class and number of shares of the corporation which are beneficially owned by such stockholder and also which are owned of record by such stockholder; and
(z)&nbsp;as to the beneficial owner, if any, on whose behalf the nomination is made, (1)&nbsp;the name and address of such person and (2)&nbsp;the class and number of shares of the corporation which are beneficially owned by such person. The
corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee as a director. At the request of the board of directors, any person
nominated by the board of directors for election as a director shall furnish to the secretary of the corporation that information required to be set forth in a stockholder&#146;s notice of nomination which pertains to the nominee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) No person shall be eligible to serve as a director of the corporation unless nominated in accordance with the procedures set forth in this
Section&nbsp;4.5. The person presiding at the meeting shall, if the facts warrant, determine that a nomination was not made in </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


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accordance with the procedures prescribed by these bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the
foregoing provisions of this Section&nbsp;4.5, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended (or any successor provision), and the rules and regulations thereunder with respect to
the matters set forth in this bylaw. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.6 <U>Committees</U>. The board of directors may, by vote of a majority of the whole board,
(a)&nbsp;designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b)&nbsp;designate one or more directors as alternate members of any such committee
who may replace any absent or disqualified member at any meeting of the committee; and (c)&nbsp;determine the extent to which each such committee shall have and may exercise the powers and authority of the board of directors in the management of the
business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting,
however, such powers which by law, by the articles of incorporation or by these bylaws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members
thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in same manner as
is provided by these bylaws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.7 <U>Regular Meeting</U>. Regular meetings of the board of directors may be held without call or notice at such place within or without the
State of Florida and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held
without call or notice immediately after and at the same place as the annual meeting of the stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.8 <U>Special Meetings</U>.
Special meetings of the board of directors may be held at any time and at any place within or without the State of Florida designated in the notice of the meeting, when called by the chairman of the board or president, or by one-third or more in
number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board or president or by any one of the directors calling the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.9 <U>Notice</U>. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or by telegram
or telecopy at least twenty-four hours before the meeting, addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a
meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.10 <U>Quorum</U>. Except as may be otherwise provided by law, by the articles of incorporation
or by these bylaws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any
meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.11 <U>Action by Vote</U>. Except as may be otherwise provided by law, by the articles of incorporation or by these bylaws, when a quorum is
present at any meeting the vote of a majority of the directors present shall be the act of the board of directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.12 <U>Action Without
a Meeting</U>. Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all the
members of- the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as
the act of the board or of such committee, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.13 <U>Participation in Meetings by Conference Telephone</U>. Unless
otherwise restricted by the articles of incorporation or these bylaws, members of the board of directors or of any committee thereof may participate in a meeting of such board or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.14 <U>Compensation</U>. Unless otherwise restricted by the articles of incorporation or these bylaws, the board of directors shall have the
authority to fix from time to time the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and the performance of their responsibilities as directors and may be paid a
fixed sum for attendance at each meeting of the board of directors and/or a stated salary as director. No such payment shall preclude any director from serving the corporation or its parent or subsidiary corporations in any other capacity and
receiving compensation therefor. The board of directors may also allow compensation for members of special or standing committees for service on such committees. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.15 <U>Interested Directors and Officers</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in which one or more of the corporation&#146;s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of
directors, a committee thereof, or the stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.16 <U>Resignation or
Removal of Directors</U>. Any director or the entire board of directors may be removed for &#147;Cause,&#148; as hereinafter defined, by the holders of a majority of the stock issued and outstanding and entitled to vote at an election of directors;
provided, however, that the directors elected by a particular class of stockholders may be removed only by the vote of the holders of a majority of the shares of such class. No director may be removed without &#147;Cause&#148; by vote of the
stockholders. Any director may resign at any time by delivering a resignation in writing to the principal executive officer or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified
to be effective at some other time; and without in either case the necessity of its being accepted unless the resignation shall so state. No director resigning and (except where a right to receive compensation shall be expressly provided in a duly
authorized written agreement with the corporation) no director removed shall have any right to receive compensation as such director for any period following the director&#146;s resignation or removal, or any right to damages on account of such
removal, whether the director&#146;s compensation be by the month or by the year or otherwise; unless in the case of a resignation, the directors, or in the case of removal, the body acting on the removal, shall in their or its discretion provide
for compensation. For purposes of this Section&nbsp;4.16, &#147;Cause&#148; means: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) willful and continued material failure, refusal or
inability to perform one&#146;s duties to the corporation or the willful engaging in gross misconduct materially and demonstrably damaging to the corporation; or </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) conviction for any crime involving moral turpitude or any other illegal act that materially and adversely reflects upon the business,
affairs or reputation of the Company or on one&#146;s ability to perform one&#146;s duties to the corporation. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


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<TR>
<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;5.</TD>
<TD ALIGN="left" VALIGN="top">NOTICES </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.1 <U>Form of Notice</U>. Whenever, under the provisions of law, or of the articles
of incorporation or of these bylaws, notice is required to be given to any director or stockholder, such notice may be given by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with
postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Unless written notice by mail is required by law, written notice may also be given by telegram, cable,
telecopy, commercial delivery service, telex or similar means, addressed to such director or stockholder at his address as it appears on the records of the corporation, in which case such notice shall be deemed to be given when delivered into the
control of the persons charged with effecting such transmission, the transmission charge to be paid by the corporation or the person sending such notice and not by the addressee. Oral notice or other in-hand delivery (in person or by telephone)
shall be deemed given at the time it is actually given. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.2 <U>Waiver of Notice</U>. Whenever notice is required to be given under the
provisions of law, the articles of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to he transacted at, nor the purpose of, any meeting of the stockholders, directors or members of a committee of the directors need be specified in any written waiver of notice. </P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;6.</TD>
<TD ALIGN="left" VALIGN="top">OFFICERS AND AGENTS </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.1 <U>Enumeration: Qualification</U>. The officers of the corporation
shall be a president, a chairman of the board, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation one or more vice presidents. Any
officer may be, but none need be<I>, </I>a director or stockholder. Any two or more offices may be held by the same person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.2
<U>Powers</U>. Subject to law, to the articles of incorporation and to the other provisions of these bylaws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his
office and such additional duties and powers as the board of directors may from time to time designate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.3 <U>Election</U>. The board of
directors at its first meeting after each annual meeting of stockholders shall choose a president, a secretary and a treasurer. Other officers may be appointed by the board of directors at such meeting, at any other meeting or by written consent. At
any time or from time to time, the directors may delegate to any officer their power to elect or appoint any other officer or any agents. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.4 <U>Tenure</U>. Each officer shall hold office until the first meeting of the board of directors following the next annual meeting of the
stockholders and until his successor is elected </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


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and qualified unless a shorter period shall have been specified in terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each
agent of the corporation shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.5 <U>Chairman, President and Vice President</U>. The chairman shall share executive authority with the president. The president shall be the
chief executive officer and shall, with the chairman, have direct and active charge of all business operations of the corporation and shall, with the chairman, have general supervision of the entire business of the corporation, subject to the
control of the board of directors. The chairman shall preside at all meetings of the stockholders and of the board of directors at which he is present, except as otherwise voted by the board of directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The president or treasurer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. Any vice presidents
shall have such duties and powers as shall be designated from time to time by the board of directors or by the president. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.6
<U>Treasurer and Assistant Treasurers</U>. The treasurer shall be in charge of the corporation&#146;s funds and valuable papers, and shall have such other duties and powers as may be assigned to him from time to time by the board of directors or by
the president. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of
directors, the president or the treasurer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.7 <U>Secretary and Assistant Secretaries</U>. The secretary shall record all proceedings of
the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all writings of, or related to, action by stockholder or director consent. In the absence
of the secretary from any meeting, an assistant secretary, or if there is none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed, the secretary shall keep
or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. The secretary shall have such other
duties and powers as may from time to time be designated by the board of directors or the president. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Any assistant secretaries shall have
such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.8
<U>Resignation and Removal</U>. Any officer may resign at any time by delivering his resignation in writing to the president or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless
specified to be effective at some other time, and without in any case the necessity of its being accepted unless the resignation shall so state. The board of directors may at any time remove any officer either with or without cause. The board of
directors may at any time terminate or modify the authority of any agent. No officer </P>
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resigning and (except where a right to receive compensation shall be expressly provided in a duly authorized written agreement with the corporation) no officer removed shall have any right to any
compensation as such officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise; unless in the case of a resignation, the
directors, or in the case of removal, the body acting on the removal, shall in their or its discretion provide for compensation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.9
<U>Vacancies</U>. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that office may choose a successor. Each such successor shall hold office for the unexpired term of his predecessor, and in the case of the president, the treasurer and the secretary until his successor
is chosen and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;7.</TD>
<TD ALIGN="left" VALIGN="top">CAPITAL STOCK </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7.1 <U>Stock Certificates</U>. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the articles of incorporation and the bylaws, be prescribed from time to time by the
board of directors. Such certificate shall be signed by the president or a vice-president and (i)&nbsp;the treasurer or an assistant treasurer or (ii)&nbsp;the secretary or an assistant secretary. Any of or all the signatures on the certificate may
be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7.2 <U>Lost Certificates</U>. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate
alleged to have been lost, stolen or destroyed. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;8.</TD>
<TD ALIGN="left" VALIGN="top">TRANSFER OF SHARES OF STOCK </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8.1 <U>Transfer on Books</U>. Subject to any restrictions with
respect to the transfer of shares of stock, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may
be </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>


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otherwise required by law, by the articles of incorporation or by these bylaws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">It shall be the duty of each stockholder to notify the corporation of his post office address. </P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;9.</TD>
<TD ALIGN="left" VALIGN="top">GENERAL PROVISIONS </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.1 <U>Record Date</U>. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more
than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action to which such record date relates. A determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. If no record date is fixed, </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior
action by the board of directors is necessary, shall be the day on which the first written consent is expressed; and </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) The record date
for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating to such purpose. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.2 <U>Dividends</U>. Dividends upon the capital stock of the corporation may be declared by the board of directors at any regular or special
meeting or by written consent, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.3 <U>Payment of Dividends</U>. Before payment of any dividend, there may be set aside out of any funds of the corporation available for
dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the
</P>
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corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which
it was created. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.4 <U>Checks</U>. All checks or demands for money and notes of the corporation shall be signed by such officer or
officers or such other person or persons as the board of directors may from time to time designate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.5 <U>Fiscal Year</U>. The fiscal
year of the corporation shall begin on the first day following the Saturday closest to December&nbsp;31 and shall end on the Saturday closest to December&nbsp;31 next following, unless otherwise determined by the board of directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.6 <U>Seal</U>. The board of directors may, by resolution, adopt a corporate seal. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the word &#147;Florida.&#148; The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The seal may be altered from time to time by the
board of directors. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="14%" VALIGN="top" ALIGN="left">Section&nbsp;10.</TD>
<TD ALIGN="left" VALIGN="top">AMENDMENTS </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10.1 <U>By the Board of Directors</U>. These bylaws may be altered, amended or
repealed or new bylaws may be adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the board of directors at which a quorum is present. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10.2 <U>By the Stockholders</U>. Except as otherwise provided in Section&nbsp;10.3, these bylaws may be altered, amended or repealed or new
bylaws may be adopted by the affirmative vote of the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at any regular or special meeting of stockholders, provided notice of such
alteration, amendment, repeal or adoption of new bylaws shall have been stated in the notice of such regular or special meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10.3
<U>Certain Provisions</U>. Notwithstanding any other provision of law, the articles of incorporation or these bylaws, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least
two-thirds of the shares of capital stock of the corporation issued and outstanding and entitled to vote shall be required to amend or repeal, or to adopt any provision inconsistent with, Section&nbsp;3.5, Section&nbsp;3.7, Section&nbsp;3.14,
Section&nbsp;4 and Section&nbsp;10 of these bylaws. </P>
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