SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  October 13, 2009
 
ADEONA PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)


Nevada
(State or other jurisdiction of incorporation)
1-12584
(Commission File No.)
13-3808303
(IRS Employer Identification No.)

3930 Varsity Drive, Ann Arbor, Michigan 48106
(Address of principal executive offices)  (Zip Code)
 
Registrant’s telephone number, including area code:  (734) 332-7800

(Former name or former address, if changed since last report)

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 



1
 
 

 

Item 1.01.           Entry into a Material Definitive Agreement

Effective October 15, 2009, Adeona Pharmaceuticals, Inc. (the “Registrant” or “Adeona” or “we” or “our”) completed its reincorporation from the State of Delaware to the State of Nevada. The reincorporation was effected by the merger of Adeona Pharmaceuticals, Inc., a Delaware corporation (“Adeona Delaware”) with and into a newly created, wholly owned Nevada subsidiary corporation (“Adeona Nevada”), in accordance with the terms of the agreement and plan of merger dated as of October 13, 2009, between Adeona Delaware and Adeona Nevada. The reincorporation and the terms of the merger were approved by the shareholders of Adeona Delaware at the annual meeting of Adeona Delaware’s shareholders held on June 3, 2008.

In the reincorporation, each outstanding share of common stock of Adeona Delaware was automatically converted into one share of Adeona Nevada common stock and all options and other rights to acquire Adeona Delaware common stock outstanding immediately prior to the reincorporation were automatically converted into options and rights to acquire the same number of shares of Adeona Nevada common stock. Shareholders are not required to exchange their existing stock certificates of Adeona Delaware, which now represent the same number of shares of Adeona Nevada. Outstanding shares of Adeona Nevada common stock retain the same CUSIP number as the corresponding shares of Adeona Delaware prior to the reincorporation, and Adeona Nevada common stock continues to be listed on the American Stock Exchange under the same symbol, “AEN”.  The reincorporation did not result in any material changes in our business, offices, assets, liabilities, obligations or net worth, or our directors, officers or employees, and Adeona Delaware ceased to exist as a separate legal entity.  We continue to maintain our principal executive offices at 3930 Varsity Drive, Ann Arbor, Michigan 48106.

As a result of the reincorporation and by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Adeona Nevada is the successor issuer to Adeona Delaware and has succeeded to the attributes of Adeona Delaware as the registrant. Adeona Nevada common stock is deemed to be registered under Section 12(b) of the Exchange Act, and Adeona Nevada is subject to the informational requirements of the Exchange Act, and the rules and regulations promulgated thereunder, and will hereafter file reports and other information with the SEC.

A copy of the agreement and plan of merger is attached hereto as Exhibit 1.1.  A copy of the articles of merger filed with the State of Nevada is attached hereto as Exhibit 3.1.  A copy of the certificate of merger filed with the State of Delaware is attached hereto as Exhibit 3.2.

Item 3.03           Material Modification to Rights of Security Holders
 
The disclosures set forth in Item 5.03 of this Current Report on Form 8-K are incorporated herein by this reference.


 
 
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Item 5.02            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 
(b)
Effective October 16, 2009, Josie Taylor resigned as Secretary and as Treasurer of Adeona Pharmaceuticals, Inc.

Item 5.03           Amendments to Articles of Incorporation or Bylaws

In connection with our reincorporation from Delaware to Nevada as disclosed under Item 1.01 above, the articles of incorporation and bylaws of Adeona Delaware are now our new governing charter documents. For a description of the differences between the rights of holders of Adeona Delaware common stock and Adeona Nevada common stock, see the discussion under the heading “Proposal Three—Reincorporation in Nevada” in the Definitive Proxy Statement on Schedule 14A, Adeona Delaware filed with the SEC on April 29, 2008.

Copies of the articles of incorporation and bylaws of Adeona Nevada are attached hereto as Exhibits 3.3 and 3.4, respectively.

Item 8.01           Other Events

     Effective October 16, 2009, Lara Guzman was appointed Secretary and Treasurer of Adeona Pharmaceuticals, Inc.

Item 9.01.           Financial Statements and Exhibits

     (d)  Exhibits

      The following exhibits are being filed as part of this Report.

Exhibit
Number
 
 
Description
     
1.1
 
Agreement and Plan of Merger dated October 13, 2009 between Adeona Delaware and Adeona Nevada
     
3.1
 
Articles of Merger as filed with the State of Nevada on October 15, 2009
     
3.2
 
Certificate of Merger as filed with the State of Delaware on October 15, 2009
     
3.3
 
Articles of Incorporation of Adeona Pharmaceuticals, Inc., a Nevada corporation
     
3.4
 
Bylaws of Adeona Pharmaceuticals, Inc., a Nevada corporation





 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



 
    ADEONA PHARMACEUTICALS INC.
     
Date: October 16, 2009 By: /s/ Max Lyon                                      
  Name: Max Lyon
  Its: Chief Executive Officer
 
 
 
 
  4

 


 
EXHIBIT INDEX

Exhibit
Number
 
 
Description
     
1.1
 
Agreement and Plan of Merger dated October 13, 2009 between Adeona Delaware and Adeona Nevada
     
3.1
 
Articles of Merger as filed with the State of Nevada on October 15, 2009
     
3.2
 
Certificate of Merger as filed with the State of Delaware on October 15, 2009
     
3.3
 
Articles of Incorporation of Adeona Pharmaceuticals, Inc., a Nevada corporation
     
3.4
 
Bylaws of Adeona Pharmaceuticals, Inc., a Nevada corporation
 
 
 

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EXHIBIT 1.1

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (the Plan ”) is adopted as of the 13 th day of October, 2009, by and between Adeona Pharmaceuticals, Inc., a Delaware corporation (“ Adeona Delaware ”), and Adeona Pharmaceuticals, Inc., a Nevada corporation (“ Adeona Nevada ”).

WITNESSETH :

WHEREAS , Adeona Delaware is a corporation duly organized and existing under the laws of the State of Delaware;

WHEREAS , Adeona Nevada is a corporation duly organized and existing under the laws of the State of Nevada and a wholly owned subsidiary of Adeona Delaware;

WHEREAS , on the date hereof, Adeona Delaware has authority to issue One Hundred Ten Million (110,000,000) shares of capital stock consisting of One Hundred Million (100,000,000) shares of common stock, $.001 par value per share (“ Delaware Common Stock ”), of which 20,472,855 shares are issued and outstanding, and Ten Million (10,000,000) shares of preferred stock, $.001 par value per share, of which none are issued and outstanding;

WHEREAS , on the date hereof, Adeona Nevada has authority to issue One Hundred Ten Million (110,000,000) shares of capital stock consisting of One Hundred Million (100,000,000) shares of common stock, $.001 par value per share (“ Nevada Common Stock ”), and Ten Million (10,000,000) shares of preferred stock, $.001 par value per share;

WHEREAS , on the date hereof, Ten (10) shares of Nevada Common Stock are issued and outstanding and are owned by Adeona Delaware;

WHEREAS , the respective boards of directors of Adeona Nevada and Adeona Delaware have determined that, for the purpose of effecting the reincorporation of Adeona Delaware in the State of Nevada, it is advisable and in the best interests of such corporations and their respective shareholders that Adeona Delaware merge with and into Adeona Nevada upon the terms and conditions herein provided (the “ Plan ”);

WHEREAS , the respective boards of directors of Adeona Nevada and Adeona Delaware have approved the transactions contemplated by this Plan; and

WHEREAS , the respective shareholders of Adeona Nevada and Adeona Delaware have approved this Plan.

NOW, THEREFORE , in consideration of the mutual agreements and covenants set forth herein, Adeona Delaware and Adeona Nevada hereby agree to merge as follows:

1.            Merger . Subject to the terms and conditions hereinafter set forth, Adeona Delaware shall be merged with and into Adeona Nevada, with Adeona Nevada being the surviving corporation in the merger (the “ Merger ”).  The Merger shall be effective on that date and time (the “ Effective Time ”) that is the later of (i) the date and time  that a certificate of merger consistent with the terms of this Plan and Section 252 of the Delaware General Corporation Law (the “ DGCL ”) is filed with the Secretary of the State of Delaware and (ii) the date and time that articles of merger consistent with the terms of the Plan as required by Section 92A.200 of the Nevada Revised Statutes (the “ NRS ”) are filed with the Secretary of the State of Nevada..
 
 
 
 
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2.            Principal Office of Adeona Nevada . The address of the principal office of Adeona Nevada is 3930 Varsity Drive, Ann Arbor, Michigan 48108.

3.            Corporate Documents . The Articles of Incorporation of Adeona Nevada, as in effect immediately prior to the Effective Time, shall continue to be the Articles of Incorporation of Adeona Nevada as the surviving corporation without change or amendment until further amended in accordance with the provisions thereof and applicable law.  The Bylaws of Adeona Nevada, as in effect immediately prior to the Effective Time, shall continue to be the Bylaws of Adeona Nevada as the surviving corporation without change or amendment until further amended in accordance with the provisions thereof and applicable law.

4.            Directors and Officers . The directors and officers of Adeona Delaware at the Effective Time shall be and become directors and officers, holding the same titles and positions, of Adeona Nevada at the Effective Time, and after the Effective Time shall serve in accordance with the Bylaws of Adeona Nevada.

5.            Succession . At the Effective Time, Adeona Nevada shall succeed to Adeona Delaware in the manner of and as more fully set forth in Section 259 of the DGCL and in Section 92A.250 of the NRS.

6.            Further Assurances . From time to time, as and when required by Adeona Nevada or by its successors and assigns, there shall be executed and delivered on behalf of Adeona Delaware such deeds and other instruments, and there shall be taken or caused to be taken by it such further and other action, as shall be appropriate or necessary in order to vest or perfect in or to confer of record or otherwise in Adeona Nevada the title to and possession of all the interests, assets, rights, privileges, immunities, powers, franchises and authority of Adeona Delaware, and otherwise to carry out the purposes and intent of this Plan, and the officers and directors of Adeona Nevada are fully authorized in the name and on behalf of Adeona Delaware or otherwise to take any and all such actions and to execute and deliver any and all such deeds and other instruments.

7.            Common Stock of Adeona Delaware . At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Delaware Common Stock issued and outstanding immediately prior thereto shall be changed and converted automatically into one fully paid and nonassessable share of Nevada Common Stock.

8.            Stock Certificates . At and after the Effective Time, all of the outstanding certificates which prior to that time represented shares of Delaware Common Stock shall be deemed for all purposes to evidence ownership of and to represent shares of Nevada Common Stock into which the shares of the Delaware Common Stock represented by such certificates have been converted as herein provided. The registered owner on the books and records of Adeona Delaware or its transfer agent of any such outstanding stock certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to Adeona Nevada or its transfer agent, have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon the shares of Delaware Common Stock evidenced by such outstanding certificate as above provided.
 
 

 
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9.            Options; Warrants .  Each option, warrant or other right to purchase shares of Delaware Common Stock, which are outstanding at the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become an option, warrant or right to purchase a corresponding number of shares of Nevada Common Stock at an exercise or purchase price per share equal to the exercise or purchase price applicable to the option, warrant or other right to purchase Delaware Common Stock.

10.            Common Stock of Adeona Nevada .  At the Effective Time, the previously outstanding Ten shares of Nevada Common Stock registered in the name of Adeona Delaware shall, by reason of the Merger, be reacquired by Adeona Nevada, shall be retired and shall resume the status of authorized and unissued shares of Nevada Common Stock, and no shares of Nevada Common Stock or other securities of Adeona Nevada shall be issued in respect thereof.

11.            Amendment .  The boards of directors of Adeona Delaware and Adeona Nevada may amend this Plan at any time prior to the Merger, provided that an amendment made subsequent to the adoption of the Plan by the sole shareholder of Adeona Nevada or the stockholders of Adeona Delaware shall not (i) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for the Delaware Common Stock, (ii) alter or change any term of the articles of incorporation of Adeona Nevada, as the surviving corporation to the Merger, or (iii) alter or change any of the terms and conditions of the Plan if such alteration or change would adversely affect the holders of Delaware Common Stock.

12.            Abandonment .  At any time before the Effective Time, this Plan may be terminated and the Merger contemplated hereby may be abandoned by the Board of Directors of either Adeona Delaware or Adeona Nevada or both, notwithstanding approval of this Plan by the sole shareholder of Adeona Nevada or the stockholders of Adeona Nevada, or both.

13.            Rights and Duties of Adeona Nevada . At the Effective Time and for all purposes the separate existence of Adeona Delaware shall cease and shall be merged with and into Adeona Nevada which, as the surviving corporation, shall thereupon and thereafter possess all the rights, privileges, immunities, licenses and franchises (whether of a public or private nature) of Adeona Delaware; and all property (real, personal and mixed), all debts due on whatever account, all choses in action, and all and every other interest of or belonging to or due to Adeona Delaware shall continue and be taken and deemed to be transferred to and vested in Adeona Nevada without further act or deed; and the title to any real estate, or any interest therein, vested in Adeona Delaware shall not revert or be in any way impaired by reason of such Merger; and Adeona Nevada shall thenceforth be responsible and liable for all the liabilities and obligations of Adeona Delaware; and, to the extent permitted by law, any claim existing, or action or proceeding pending, by or against Adeona Delaware may be prosecuted as if the Merger had not taken place, or Adeona Nevada may be substituted in the place of such corporation. Neither the rights of creditors nor any liens upon the property of Adeona Delaware shall be impaired by the Merger.  If at any time Adeona Nevada shall consider or be advised that any further assignment or assurances in law or any other actions are necessary or desirable to vest the title of any property or rights of Adeona Delaware in Adeona Nevada according to the terms hereof, the officers and directors of Adeona Nevada are empowered to execute and make all such proper assignments and assurances and do any and all other things necessary or proper to vest title to such property or other rights in Adeona Nevada, and otherwise to carry out the purposes of this Plan.
 
 

 
 
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14.            Consent to Service of Process . Adeona Nevada hereby agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of Adeona Delaware, as well as for enforcement of any obligation of Adeona Nevada arising from the Merger. Adeona Nevada hereby irrevocably appoints the Secretary of State of the State of Delaware and the successors of such officer its attorney in the State of Delaware upon whom may be served any notice, process or pleading in any action or proceeding against it to enforce against Adeona Nevada any obligation of Adeona Delaware. In the event of such service upon the Secretary of State of the State of Delaware or the successors of such officer, such service shall be mailed to the principal office of Adeona Nevada at 3930 Varsity Drive, Ann Arbor, Michigan 48108.

IN WITNESS WHEREOF, this Agreement and Plan of Merger, having first been duly approved by resolution of the Boards of Directors of Adeona Delaware and Adeona Nevada, has been executed on behalf of each of said two corporations by their respective duly authorized officers.


 
  ADEONA PHARMACEUTICALS, INC.
  a Delaware corporation
   
  By: /S/ STEVE KANZER                     
  Steve Kanzer, Chairman
   
 
ADEONA PHARMACEUTICALS, INC.
  a Nevada corporation
   
  By: /S/ STEVE KANZER                   
  Steve Kanzer, Chairman
 
 
 
 
 




EXHIBIT 3.1

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website:  ww.nvsos.gov
 
 
Filed in the office of Ross Miller
Secretary of State
State of Nevada
 
Document No.  20090740844-88
Filing Date and Time:
10/15/2009  8:00 AM
Entity Number:
E0776232008-6


Articles of Merger
(Pursuant to NRS Chapter 92A – excluding 92A.200(4b))


1)
Name and jurisdiction of organization of each constituent entity (NRS 92A.200).
 
  Name of merging entity: Adeona Pharmaceuticals, Inc.  
  Jurisdiction: Nevada  
  Entity type:    Corporation  
       
  Name of merging entity: Adeona Pharmaceuticals, Inc.  
  Jurisdiction:    Delaware  
  Entity type:     Corporation  
       
  Name of surviving entity: Adeona Pharmaceuticals, Inc.  
  Jurisdiction:      Nevada  
  Entity type: Corporation  
                                                                                                                                                                                      
2)
Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger – NRS 92A.1 90):

 
Attn:
Steve Kanzer
 
c/o:
Adeona Pharmaceuticals
 
3930 Varsity Drive
 
Ann Arbor, Michigan 48108

3)
(Choose one)
 
x
The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
   
o
The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180).
 
 
 
1

 
 
 
(4)
Owner’s approval (NRS 92A.200):

 
(b)
The plan was approved by the required consent of the owners of:
 
 
 
Name of merging entity:
Adeona Pharmaceuticals, Inc.,
   
a Nevada corporation
     
  Name of merging entity:
Adeona Pharmaceuticals, Inc.,
   
a Delaware corporation and
   
 
 
Name of surviving entity:
Adeona Pharmaceuticals, Inc.,
   
a Nevada corporation
 
5)
Amendments, if any, to the articles of certificate of the surviving entity.  Provide article numbers, if available.  (NRS 92A.200):

6)
Location of Plan of Merger:

 
x
(a)  The entire plan of merger is attached.

8)
Signatures – Must be signed by:  An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manger of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*

 
  Name of merging entity      
 
Adeona Pharmaceuticals, Inc.,
     
 
a Nevada corporation
     
         
  /s/ Steve Kanzer Chairman 10/14/09  
  Signature Title  Date  
         
 
Name of merging entity
     
 
Adeona Pharmaceuticals, Inc.,
     
  a Delaware corporation      
         
  /s/ Steve Kanzer Chairman 10/14/09  
  Signature Title  Date  
         
  Name of surviving entity      
  Adeona Pharmaceuticals, Inc.,      
  a Nevada corporation      
         
  /s/ Steve Kanzer     Chairman 10/14/09  
  Signature  Title  Date  
 
 
_____________________
*
The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230).

 
  2

 

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (the Plan ”) is adopted as of the 13 th day of October, 2009, by and between Adeona Pharmaceuticals, Inc., a Delaware corporation (“ Adeona Delaware ”), and Adeona Pharmaceuticals, Inc., a Nevada corporation (“ Adeona Nevada ”).

WITNESSETH :

WHEREAS , Adeona Delaware is a corporation duly organized and existing under the laws of the State of Delaware;

WHEREAS , Adeona Nevada is a corporation duly organized and existing under the laws of the State of Nevada and a wholly owned subsidiary of Adeona Delaware;

WHEREAS , on the date hereof, Adeona Delaware has authority to issue One Hundred Ten Million (110,000,000) shares of capital stock consisting of One Hundred Million (100,000,000) shares of common stock, $.001 par value per share (“ Delaware Common Stock ”), of which 20,472,855 shares are issued and outstanding, and Ten Million (10,000,000) shares of preferred stock, $.001 par value per share, of which none are issued and outstanding;

WHEREAS , on the date hereof, Adeona Nevada has authority to issue One Hundred Ten Million (110,000,000) shares of capital stock consisting of One Hundred Million (100,000,000) shares of common stock, $.001 par value per share (“ Nevada Common Stock ”), and Ten Million (10,000,000) shares of preferred stock, $.001 par value per share;

WHEREAS , on the date hereof, Ten (10) shares of Nevada Common Stock are issued and outstanding and are owned by Adeona Delaware;

WHEREAS , the respective boards of directors of Adeona Nevada and Adeona Delaware have determined that, for the purpose of effecting the reincorporation of Adeona Delaware in the State of Nevada, it is advisable and in the best interests of such corporations and their respective shareholders that Adeona Delaware merge with and into Adeona Nevada upon the terms and conditions herein provided (the “ Plan ”);

WHEREAS , the respective boards of directors of Adeona Nevada and Adeona Delaware have approved the transactions contemplated by this Plan; and

WHEREAS , the respective shareholders of Adeona Nevada and Adeona Delaware have approved this Plan.

NOW, THEREFORE , in consideration of the mutual agreements and covenants set forth herein, Adeona Delaware and Adeona Nevada hereby agree to merge as follows:

1.            Merger . Subject to the terms and conditions hereinafter set forth, Adeona Delaware shall be merged with and into Adeona Nevada, with Adeona Nevada being the surviving corporation in the merger (the “ Merger ”).  The Merger shall be effective on that date and time (the “ Effective Time ”) that is the later of (i) the date and time  that a certificate of merger consistent with the terms of this Plan and Section 252 of the Delaware General Corporation Law (the “ DGCL ”) is filed with the Secretary of the State of Delaware and (ii) the date and time that articles of merger consistent with the terms of the Plan as required by Section 92A.200 of the Nevada Revised Statutes (the “ NRS ”) are filed with the Secretary of the State of Nevada..
 
 

 
 
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2.            Principal Office of Adeona Nevada . The address of the principal office of Adeona Nevada is 3930 Varsity Drive, Ann Arbor, Michigan 48108.

3.            Corporate Documents . The Articles of Incorporation of Adeona Nevada, as in effect immediately prior to the Effective Time, shall continue to be the Articles of Incorporation of Adeona Nevada as the surviving corporation without change or amendment until further amended in accordance with the provisions thereof and applicable law.  The Bylaws of Adeona Nevada, as in effect immediately prior to the Effective Time, shall continue to be the Bylaws of Adeona Nevada as the surviving corporation without change or amendment until further amended in accordance with the provisions thereof and applicable law.

4.            Directors and Officers . The directors and officers of Adeona Delaware at the Effective Time shall be and become directors and officers, holding the same titles and positions, of Adeona Nevada at the Effective Time, and after the Effective Time shall serve in accordance with the Bylaws of Adeona Nevada.

5.            Succession . At the Effective Time, Adeona Nevada shall succeed to Adeona Delaware in the manner of and as more fully set forth in Section 259 of the DGCL and in Section 92A.250 of the NRS.

6.            Further Assurances . From time to time, as and when required by Adeona Nevada or by its successors and assigns, there shall be executed and delivered on behalf of Adeona Delaware such deeds and other instruments, and there shall be taken or caused to be taken by it such further and other action, as shall be appropriate or necessary in order to vest or perfect in or to confer of record or otherwise in Adeona Nevada the title to and possession of all the interests, assets, rights, privileges, immunities, powers, franchises and authority of Adeona Delaware, and otherwise to carry out the purposes and intent of this Plan, and the officers and directors of Adeona Nevada are fully authorized in the name and on behalf of Adeona Delaware or otherwise to take any and all such actions and to execute and deliver any and all such deeds and other instruments.

7.            Common Stock of Adeona Delaware . At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Delaware Common Stock issued and outstanding immediately prior thereto shall be changed and converted automatically into one fully paid and nonassessable share of Nevada Common Stock.

8.            Stock Certificates . At and after the Effective Time, all of the outstanding certificates which prior to that time represented shares of Delaware Common Stock shall be deemed for all purposes to evidence ownership of and to represent shares of Nevada Common Stock into which the shares of the Delaware Common Stock represented by such certificates have been converted as herein provided. The registered owner on the books and records of Adeona Delaware or its transfer agent of any such outstanding stock certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to Adeona Nevada or its transfer agent, have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon the shares of Delaware Common Stock evidenced by such outstanding certificate as above provided.
 
 

 
 
4

 
9.            Options; Warrants .  Each option, warrant or other right to purchase shares of Delaware Common Stock, which are outstanding at the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become an option, warrant or right to purchase a corresponding number of shares of Nevada Common Stock at an exercise or purchase price per share equal to the exercise or purchase price applicable to the option, warrant or other right to purchase Delaware Common Stock.

10.            Common Stock of Adeona Nevada .  At the Effective Time, the previously outstanding Ten shares of Nevada Common Stock registered in the name of Adeona Delaware shall, by reason of the Merger, be reacquired by Adeona Nevada, shall be retired and shall resume the status of authorized and unissued shares of Nevada Common Stock, and no shares of Nevada Common Stock or other securities of Adeona Nevada shall be issued in respect thereof.

11.            Amendment .  The boards of directors of Adeona Delaware and Adeona Nevada may amend this Plan at any time prior to the Merger, provided that an amendment made subsequent to the adoption of the Plan by the sole shareholder of Adeona Nevada or the stockholders of Adeona Delaware shall not (i) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for the Delaware Common Stock, (ii) alter or change any term of the articles of incorporation of Adeona Nevada, as the surviving corporation to the Merger, or (iii) alter or change any of the terms and conditions of the Plan if such alteration or change would adversely affect the holders of Delaware Common Stock.

12.            Abandonment .  At any time before the Effective Time, this Plan may be terminated and the Merger contemplated hereby may be abandoned by the Board of Directors of either Adeona Delaware or Adeona Nevada or both, notwithstanding approval of this Plan by the sole shareholder of Adeona Nevada or the stockholders of Adeona Nevada, or both.

13.            Rights and Duties of Adeona Nevada . At the Effective Time and for all purposes the separate existence of Adeona Delaware shall cease and shall be merged with and into Adeona Nevada which, as the surviving corporation, shall thereupon and thereafter possess all the rights, privileges, immunities, licenses and franchises (whether of a public or private nature) of Adeona Delaware; and all property (real, personal and mixed), all debts due on whatever account, all choses in action, and all and every other interest of or belonging to or due to Adeona Delaware shall continue and be taken and deemed to be transferred to and vested in Adeona Nevada without further act or deed; and the title to any real estate, or any interest therein, vested in Adeona Delaware shall not revert or be in any way impaired by reason of such Merger; and Adeona Nevada shall thenceforth be responsible and liable for all the liabilities and obligations of Adeona Delaware; and, to the extent permitted by law, any claim existing, or action or proceeding pending, by or against Adeona Delaware may be prosecuted as if the Merger had not taken place, or Adeona Nevada may be substituted in the place of such corporation. Neither the rights of creditors nor any liens upon the property of Adeona Delaware shall be impaired by the Merger.  If at any time Adeona Nevada shall consider or be advised that any further assignment or assurances in law or any other actions are necessary or desirable to vest the title of any property or rights of Adeona Delaware in Adeona Nevada according to the terms hereof, the officers and directors of Adeona Nevada are empowered to execute and make all such proper assignments and assurances and do any and all other things necessary or proper to vest title to such property or other rights in Adeona Nevada, and otherwise to carry out the purposes of this Plan.
 
 

 
 
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14.            Consent to Service of Process . Adeona Nevada hereby agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of Adeona Delaware, as well as for enforcement of any obligation of Adeona Nevada arising from the Merger. Adeona Nevada hereby irrevocably appoints the Secretary of State of the State of Delaware and the successors of such officer its attorney in the State of Delaware upon whom may be served any notice, process or pleading in any action or proceeding against it to enforce against Adeona Nevada any obligation of Adeona Delaware. In the event of such service upon the Secretary of State of the State of Delaware or the successors of such officer, such service shall be mailed to the principal office of Adeona Nevada at 3930 Varsity Drive, Ann Arbor, Michigan 48108.

IN WITNESS WHEREOF, this Agreement and Plan of Merger, having first been duly approved by resolution of the Boards of Directors of Adeona Delaware and Adeona Nevada, has been executed on behalf of each of said two corporations by their respective duly authorized officers.


ADEONA PHARMACEUTICALS, INC.
a Delaware corporation

By: /S/ STEVE KANZER
Steve Kanzer, Chairman


ADEONA PHARMACEUTICALS, INC.
a Nevada corporation

By: /S/ STEVE KANZER
Steve Kanzer, Chairman

 
 
 
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EXHIBIT 3.2

State of Delaware
Secretary of State
Divisions of Corporations
Delivered 10:35 AM 10/15/2009
FILED 10:35 AM 10/15/2009
SRV 090937092—2351655 FILE

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC CORPORATION INTO FOREIGN CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation has executed the following Certificate of Merger:

    FIRST : The names of the constituent corporation are as follows: Adeona Pharmaceuticals, Inc., a Nevada corporation, and Adeona Pharmaceuticals, Inc., a Delaware corporation.

SECOND: The Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8, Section 252.

    THIRD: The surviving corporation in the merger is Adeona Pharmaceuticals, Inc., a Nevada corporation and its name following the completion of the merger shall be “Adeona Pharmaceuticals, Inc.”

    FOURTH : The articles of incorporation of Adeona Pharmaceuticals, Inc., a Nevada corporation and the surviving corporation, shall be its articles of incorporation upon completion of the merger.

    FIFTH: The merger is to become effective on the date this certificate is filed.

SIXTH: The Agreement and Plan of Merger is on file at 3930 Varsity Drive, Ann Arbor, MI 48108, the principal place of business of Adeona Pharmaceuticals, Inc., a Nevada corporation and the surviving corporation.

SEVENTH: A copy of the Agreement and Plan of Merger will be furnished by Adeona Pharmaceuticals, Inc., a Nevada corporation and the surviving corporation, on request, without cost, to any stockholder of the constituent corporations.

EIGHT: Adeona Pharmaceuticals, Inc., a Nevada corporation and the surviving corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of the surviving corporation arising from this merger, including any suit or other proceeding to enforce the rights of any stockholders as determined in appraisal proceedings pursuant to the provisions of Section 262 of the Delaware General Corporation laws, and irrevocably appoints the Secretary of State of Delaware as its agent to accept services of process in any such suit or proceeding. The Secretary of State shall mail any such process to the surviving corporation at 3930 Varsity Drive, Ann Arbor, MI 48108
 
 
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IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer as of the 15th day of October, 2009.
 
 
  By:
/S/ STEVE KANZER                       
  Name: Steve Kanzer
  Its: Chairman
                                                          
 
 
 
 
 
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EXHIBIT 3.3

ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website:  www.nvsos.gov

Articles of Incorporation
(Pursuant to NRS Chapter 78)
 
Filed in the office of
 
 
Ross Miller
Secretary of State
State of Nevada
Document Number
20080829837-57
 
Filing Date and Time
12/23/2008 12:58 PM
 
Entity Number
E0776232008-6

1.           Name of Corporation:  Adeona Pharmaceuticals, Inc.

2.           Registered Agent for Service of Process:
 
Commercial Registered Agent:  the Corporation Trust Company of Nevada

3.           Authorized Stock:  * See Attached

Number of shares with par value:                                                                 110,000,000
Par value per share:                                                                $.001
Number of shares without par value:                                                            0

4.           Names and Addresses of the Board of Directors/Trustees:  * See Attached

Steve H. Kanzer                                                                  Jeffrey J. Kraws
3930 Varsity Drive                                                             3930 Varsity Drive
Ann Arbor, MI 48108                                                                      Ann Arbor, MI 48108

 
5.
Purpose:  The Purpose of the Corporation shall be:  All lawful activities permitted under the laws of the State of Nevada

6.           Name, Address and Signature of Incorporator:

Nicholas Stergis
3930 Varsity Drive                                                       /S/ NICHOLAS STERGIS                                                                 
Ann Arbor, MI 48108                                                                Signature

7.           Certificate of Acceptance of Appointment of Registered Agent:

I hereby accept appointment as Registered Agent for the above named entity:
/S/ KRISTINE HEIBERGER
Authorized Signature of Registered Agent on behalf of the Corporation Trust Company of Nevada
 
 
 
 
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ANNEX A TO
ARTICLES OF INCORPORATION
 OF
ADEONA PHARMACEUTICALS, INC.

3.  Shares:
The total number of shares of all classes of stock that the Corporation shall have authority to issue is One Hundred Ten Million (110,000,000) shares consisting of: One Hundred Million (100,000,000) shares of common stock, $.001 par value per share (“Common Stock”); and Ten Million (10,000,000) shares of preferred stock, $.001 par value per share (“Preferred Stock”).

The Preferred Stock may be divided into, and may be issued from time to time in one or more series. The Board of Directors of the Corporation (“Board”) is authorized from time to time to establish and designate any such series of Preferred Stock, to fix and determine the variations in the relative rights, preferences, privileges and restrictions as between and among such series and any other class of capital stock of the Corporation and any series thereof, and to fix or alter the number of shares comprising any such series and the designation thereof. The authority of the Board from time to time with respect to each such series shall include, but not be limited to, determination of the following:

a. The designation of the series;
b. The number of shares of the series and (except where otherwise provided in the creation of the series) any subsequent increase or decrease therein;
c. The dividends, if any, for shares of the series and the rates, conditions, times and relative preferences thereof;
d. The redemption rights, if any, and price or prices for shares of the series;
e. The terms and amounts of any sinking fund provided for the purchase or redemption of the series;
f. The relative rights of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;
g. Whether the shares of the series shall be convertible into shares of any other class or series of shares of the Corporation, and, if so, the specification of such other class or series, the conversion prices or rate or rates, any adjustments thereof, the date or dates as of which such shares shall be convertible and all other terms and conditions upon which such conversion may be made;
h. The voting rights, if any, of the holders of such series; and
i. Such other designations, powers, preference and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof.

4.  Name and Addresses of the Board of Directors/Trustees:

Steve H. Kanzer
3930 Varsity Drive
Ann Arbor, Michigan 48108

Jeffrey J. Kraws
3930 Varsity Drive
Ann Arbor, Michigan 48108
 
 

 
 
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Nicholas Stergis
3930 Varsity Drive
Ann Arbor, Michigan 48108

Jeff Wolf
3930 Varsity Drive
Ann Arbor, Michigan 48108

James S. Kuo
3930 Varsity Drive
Ann Arbor, Michigan 48108

8.           Additional Information

Indemnification .

Right to Indemnification . The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board.

Prepayment of Expenses . The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided , however , that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 8 or otherwise.

Claims . If a claim for indemnification or advancement of expenses under this Article 8 is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.’
 

 
 
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Nonexclusivity of Rights . The rights conferred on any Covered Person by this Article 8 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Articles of Incorporation, the By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Other Sources . The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of an Other Entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

Amendment or Repeal . Any repeal or modification of the foregoing provisions of this Article 8 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

Other Indemnification and Prepayment of Expenses . This Article 8 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

Adoption, Amendment and/or Repeal of By-Laws . In furtherance and not in limitation of the powers conferred by the laws of the State of Nevada, the Board is expressly authorized to make, alter and repeal the By-laws.

Amendments . The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in these Articles of Incorporation, and other provisions authorized by the laws of the State of Nevada at the time in force may be added or inserted, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to these Articles of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Section.

 
 
 
 
 
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EXHIBIT 3.4

BY-LAWS
OF
ADEONA PHARMACEUTICALS, INC.
(a Nevada corporation)

Adopted and Effective:  May 29, 2009
___________________________________________________________________________

ARTICLE 1
 
STOCKHOLDERS
 
1.01   Annual Meetings . An annual meeting of stockholders shall be held for the election of Directors at such date, time and place either within or without the State of Nevada as may be designated by the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.
 
1.02   Special Meetings . Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, or the President to be held at such date, time and place either within or without the State of Nevada as may be stated in the notice of the meeting. A special meeting of stockholders shall be called by the Secretary upon the written request, stating the purpose of the meeting, of stockholders who together own of record a majority of the outstanding shares of each class of stock entitled to vote at such meeting.
 
1.03   Notice of Meetings . Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.
 
1.04   Adjournments . Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
 
1.05   Quorum . At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these by-laws, the holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these by-laws until a quorum shall attend. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.
 
 
 
 
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1.06   Organization . Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in the absence of the President by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.
 
1.07   Voting; Proxies . Unless otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. If the certificate of incorporation provides for more or less than one vote for any share on any matter, every reference in these by-laws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. With respect to other matters, unless otherwise provided by law or by the certificate of incorporation or these by-laws, the affirmative vote of the holders of a majority of the shares of all classes of stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, provided that (except as otherwise required by law or by the certificate of incorporation) the Board of Directors may require a larger vote upon any such matter. Where a separate vote by class is required, the affirmative vote of the holders of a majority of the shares of each class present in person or represented by proxy at the meeting shall be the act of such class, except as otherwise provided by law or by the certificate of incorporation or these by-laws.
 
 
 
 
 
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1.08   Fixing Date for Determination of Stockholders of Record . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.
 
1.09   List of Stockholders Entitled to Vote . The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.
 
1.10   Consent of Stockholders in Lieu of Meeting . Any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
 
ARTICLE 2
 
 BOARD OF DIRECTORS
 
2.01   Powers; Number; Qualifications . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board shall consist of one or more members, the number thereof to be determined from time to time by the Board. Directors need not be stockholders.
 
 
 
 
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2.02   Election; Term of Office; Resignation; Removal; Vacancies . Each director shall hold office until the annual meeting of stockholders next succeeding his or her election and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any director may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; except that, if the certificate of incorporation provides for cumulative voting and less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire Board, or, if there be classes of directors, at an election of the class of directors of which he or she is a part. Whenever the holders of any class or series of stock are entitled to elect one or more directors by the provisions of the certificate of incorporation, the provisions of the preceding sentence shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Unless otherwise provided in the certificate of incorporation or these by-laws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by the sole remaining director so elected.
 
2.03   Regular Meetings . Regular meetings of the Board of Directors may be held at such places within or without the State of Nevada and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.
 
2.04   Special Meetings . Special meetings of the Board of Directors may be held at any time or place within or without the State of Nevada whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.
 
2.05   Participation in Meetings by Conference Telephone Permitted . Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.
 
2.06   Quorum; Vote Required for Action . At all meetings of the Board of Directors one-third of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the certificate of incorporation or these by-laws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.
 
 
 
 
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2.07   Organization . Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in their absence by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.
 
2.08   Action by Directors Without a Meeting . Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
 
2.09   Compensation of Directors . The Board of Directors shall have the authority to fix the compensation of directors.
 
ARTICLE 3
 
COMMITTEES
 
3.01   Committees . The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending these by-laws; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.
 
3.02   Committee Rules . Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these by-laws.
 
 
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ARTICLE 4
 
OFFICERS
 
4.01   Officers; Election . As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board.
 
4.02   The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person.
 
4.03   Term of office; Resignation; Removal; Vacancies . Except as otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.
 
4.04   Chairman of the Board . The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board and as may be provided by law.
 
4.05   Vice Chairman of the Board . In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board and as may be provided by law.
 
4.06   President . In the absence of the Chairman of the Board and Vice Chairman of the Board, the President shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present. The President shall be the chief executive officer and shall have general charge and supervision of the business of the Corporation and, in general, shall perform all duties incident to the office of president of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or as may be provided by law.
 
 
 
 
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4.07   Vice Presidents . The Vice President or Vice Presidents, at the request or in the absence of the President or during the President’s inability to act, shall perform the duties of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Board of Directors may determine which one or more of the Vice Presidents shall perform any of such duties; or if such determination is not made by the Board, the President may make such determination; otherwise any of the Vice Presidents may perform any of such duties. The Vice President or Vice Presidents shall have such other powers and shall perform such other duties as may, from time to time, be assigned to him or her or them by the Board or the President or as may be provided by law.
 
4.08   Secretary . The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose, shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, shall be custodian of the records of the Corporation, may affix the corporate seal to any document the execution of which, on behalf of the Corporation, is duly authorized, and when so affixed may attest the same, and, in general, shall perform all duties incident to the office of secretary of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.
 
4.09   Treasurer . The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties, with such surety or sureties as the Board may determine. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation, shall render to the President and to the Board, whenever requested, an account of the financial condition of the Corporation, and, in general, shall perform all the duties incident to the office of treasurer of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.
 
4.10   Other Officers . The other officers, if any, of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.
 
ARTICLE 5
 
STOCK
 
5.01   Certificates . Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by such holder in the Corporation. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.
 
 
 
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5.02   Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates . The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.
 
ARTICLE 6
 
MISCELLANEOUS
 
6.01   Fiscal Year . The fiscal year of the Corporation shall be determined by the Board of Directors.
 
6.02   Seal . The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
 
6.03   Waiver of Notice of Meetings of Stockholders, Directors and Committees . Whenever notice is required to be given by law or under any provision of the certificate of incorporation or these by-laws, 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 be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the certificate of incorporation or these by-laws.
 
6.04   Indemnification of Directors, Officers and Employees . The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate is or was a director, officer or employee of the Corporation or serves or served at the request of the Corporation any other enterprise as a director, officer or employee. For purposes of this by-law, the term Corporation” shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term ‘other enterprise‘ shall include any corporation, partnership, joint venture, trust or employee benefit plan; service ‘at the request of the Corporation‘ shall include service as a director, officer or employee of the Corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation.
 
 
 
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6.05   Interested Directors; Quorum . No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board 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 (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.
 
6.06   Form of Records . Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.
 
6.07   Amendment of By-Laws . These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-laws whether adopted by them or otherwise.
 


 
 
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