Section 1.        ANNUAL MEETING. The annual meeting of Stockholders shall be held at the principal office of the Corporation, in the City of Boynton Beach, County of Palm Beach, State of Florida or at such other places as the Board of Directors may from time to time determine, either within or without the State of Florida, on the first Monday of January in each year, at 12 o’clock noon of that day. (If the day so designated shall fall upon a legal holiday, then the meeting shall be held upon the first business day thereafter). Not less than Ten nor more than 30 days prior to the Annual Meeting, the Secretary shall serve a written notice of the Annual Meeting upon each Stockholder at his or her email address and mailing address as it appears on the records of the Corporation; but at any meeting at which all Stockholders shall be present, or of which all Stockholders not present have waived notice in writing, the giving of notice as above required may be dispensed with. By action of 80% of the Stockholders, the annual meeting may be waived, provided a ratification of all actions taken by the Board during that year is executed by all Stockholders, consistent with the provisions of Section 8 hereof.

Section 2.        SPECIAL MEETINGS. Any special meeting of Stockholders, other than those regulated by statute, may be called at any time by a majority of the Directors or the President. Notice of such meeting stating the purpose for which it is called shall be served personally or by mail by the Secretary not less than Ten days before the date set for such meeting. If mailed, it shall be directed to a Stockholder at his address as it appears on the records of the Corporation; but at any meeting at which all Stockholders shall be present, or of which Stockholders not present have waived notice in writing, the giving of notice as above described may be dispensed with. The Board of Directors shall also, in like manner, call a special meeting of Stockholders whenever so requested in writing by Stockholders representing not less than 50% of the capital stock of the Company. The President may in his discretion call a special meeting of Stockholders upon Ten days’ notice. No business other than specified in the notice shall be transacted at any meeting of the Stockholders, except upon the unanimous consent of all the Stockholders entitled to notice thereof. Special meetings may be held within or outside the State of Florida. Unless otherwise specifically set forth in the meeting notice, each such special meeting shall take place at the principal office of the Corporation.

Section 3.        VOTING. At all meetings of the Stockholders, all Stockholders present in person or by proxy shall be entitled to vote on each proposal presented at the meeting, and each share of issued and outstanding stock of the Corporation represented shall be entitled to one vote. Unless otherwise provided in the Articles of Incorporation, the Bylaws, or under applicable law, favorable votes representing a majority of the issued and outstanding shares of stock of the Corporation shall be necessary to adopt each proposal presented and voted on. Votes may be cast in person or by written authorized proxy in such form as shall be approved by the Board of Directors.

Section 4.        PROXY. Each proxy must be executed in writing by the Stockholder of the Corporation, or the Stockholder’s duly authorized attorney. No proxy shall be valid after the expiration of 11 months from the date of its execution unless it shall have expressly specified a longer duration.

Section 5.        QUORUM. 51% of the stock entitled to vote in accordance with the voting rights provided in Section 3 of this Article shall constitute a quorum at any Stockholders’ meeting, but any number of Stockholders, even if less than a quorum, may adjourn the meeting from time to time and place to place.

Section 6.        RECORD DATE. The Board of Directors may fix a date not more than 40 days prior to the date set for a meeting of Stockholders as the record date as of which the Stockholders of record who have the right to and are entitled to notice of and to vote at the meeting and any adjournment thereof shall be determined, but in such case notice that such day has been fixed shall be published at least Five days before the days so fixed in a newspaper published in the city, or county where the principal office of the Corporation is located and in each city where an agency for transfer of shares is maintained.

Section 7.        VALIDATION. When Stockholders holding a majority of the issued and outstanding stock shall be present at any meeting, however called or notified, shall sign a written consent validating all acts taken at that meeting on the record, the acts of such meeting shall be as valid as if legally called and notified.

Section 8.        INFORMAL ACTION BY STOCKHOLDERS. Subject to the provisions of Section 15 of this Article, any action which may be made or taken by the Stockholders of the Corporation at a duly authorized annual or special meeting in the alternative may be taken by the written consent of the number of Stockholders required for the adoption of such action taken at a duly authorized annual or special meeting, all in accordance with the voting rights provided in Section 3 of this Article. A record of each action so taken by the Stockholders in accordance with the provisions of this Section 8 shall be added to and made part of the official Minute Book of the Corporation.

Section 9.        VOTING TRUST. One or more Stockholders shall have the right but not the obligation to enter into a Voting Trust Agreement or similar type of arrangement which vests in another person the authority to exercise the voting power of any or all of such Stockholder’s stock. In such event all rights set forth in this Article I regarding the exercise of voting rights, including but not limited to the receipt of notices of meetings, attendance at meetings, and quorum requirements, shall vest in the person in whom such voting rights are vested in accordance with such Voting Trust or other agreement and not the Stockholder who has conveyed such voting rights in accordance therewith; provided, however, that notice of any and all actions adopted by the Stockholders shall be given in writing to each Stockholder who did not participate in such action.

ARTICLE II

DIRECTORS

Section 1.        NUMBER. The affairs and business of this Corporation shall be managed and its corporate powers exercised by a Board of Directors subject to the rights of the Stockholders set forth in Section 15 of this Article. Every member of the Board of Directors need be a Stockholder of record but need not be a resident of the State of Florida. All Directors shall be at least 18 years of age. The Board of Directors shall initially be composed of at least 11 members. The minimum number of members of the Board of Directors shall be Seven.

Section 2.        HOW ELECTED. At the annual meeting of Stockholders, the number of persons equal to the number of vacancies on the Board and receiving a plurality of the votes cast shall be Directors and shall constitute the Board of Directors until the next annual meeting of the Stockholders and election and qualification of their successors. At each such election for Directors, each Stockholder entitled to vote shall have the right to vote, in person or by proxy, the number of shares owned by that Stockholder for as many persons as there are Directors to be elected at such time and for whose election the Stockholder has a right to vote; provided, however, that there shall be no cumulative voting and in no event may a Stockholder cast a number of votes in favor of any person which exceeds an amount equal to the number of that Stockholder’s shares of issued and outstanding stock of the Corporation divided by the number of Directors to be elected.

Section 3.        TERM OF OFFICE. Except as to the term of office of the initial CEO, Antonio Rondeau, whose initial term of office is prescribed in Section 2 of Article III below, the term of office of each of the Directors shall be Two years, and thereafter until that Director’s successor has been elected and qualified.

Section 4.        DUTIES. The Board of Directors shall have the control and general management of the affairs and business of the Corporation. Such Directors shall in all cases act as a Board, regularly convened by majority vote, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Company as they may deem proper, not inconsistent with these Bylaws and the laws of the State of Florida.

Section 5.        DIRECTORS’ AND SHAREHOLDERS’ MEETINGS.

(a)        Regular meetings of the Board of Directors shall be held immediately following the annual meeting of the Stockholders, and at such other times as the Board of Directors may determine. Special meetings of the Board of Directors may be called by the President at any time, and shall be called by the President or the Secretary upon the written request of a majority of Directors. Directors’ meetings may be held within or without the State of Florida. Unless otherwise specifically set forth in the notice of meeting, each such special meeting shall take place at the principal office of the Corporation.

(b)        Except in the event of sudden illness or emergency: (i) attendance by Directors at all meetings of the Board of Directors is MANDATORY; and (ii) if any Director must miss any meeting, he or she must provide notice to the remaining Board members no more than Seven days prior to that meeting.

(c)        Attendance by all Stockholders and Directors at all meetings of the Stockholders are MANDATORY where a vote is on the agenda. Any person may attend such meeting by Zoom or other form of videoconference which accommodations shall be made available by the Board of Directors.

(d)       Proxy voting is permitted in lieu of attendance. All Stockholders must expressly permit a designated member of the Board to exercise their proxy if they do not appear or provide a proxy specifically designating another person.

Section 6.        NOTICE OF MEETING. Notice of meetings, other than the regular annual meeting, shall be given by service upon each Director in person, or by mailing to that person at his or her last known post office address, at least Ten days before the date therein designated for such meeting including the day of mailing, of a written or printed notice thereof specifying the time and place of such meeting, and the business to be brought before the meeting, and no business other than that specified in such notice shall be transacted at any special meeting. At any meeting at which every member of the Board of Directors shall be present, although held without notice, any business may be transacted if the meeting had been duly called.

Section 7.        VOTING. At all meetings of the Board of Directors, each Director is to have one vote, irrespective of the number of shares of stock that person may hold. The act of a majority of all Directors of the Corporation is required to pass any resolution or take any action.

Section 8.        VACANCIES. Vacancies in the Board occurring between annual meetings shall be filled for the unexpired portion of the term by a majority vote of the Stockholders entitled to vote thereon at any special meeting called for such purpose.

Section 9.        REMOVAL OR DISQUALIFICATION OF DIRECTORS. Any one or more of the Directors may be removed either with or without cause, at any time by a majority vote of the Stockholders entitled to vote thereon at any special meeting called for such purpose. If any Director misses Three consecutive meetings of any kind or Five meetings in any 12-month period, such Director shall be disqualified from serving on the Board, and at the next meeting of the Board of Directors the remaining Board members shall vote to formally remove that person as a Director of the Corporation.

Section 10.      WAIVER OF NOTICE. Whenever by statute, the provisions of the Articles of Incorporation or these Bylaws, the Stockholders or the Board of Directors are authorized to take any action after notice, such notice may be waived, in writing, before or after the holding of the meeting, by the person or persons entitled to such notice, or, in the case of a Stockholder, by his attorney thereunto authorized.

Section 11.      QUORUM. At any meeting of the Board of Directors, a majority of the Board shall constitute a quorum for the transaction of business, but in the event of a quorum not being present, a lesser number may adjourn the meeting to some future time, no more than 30 days later. The number of Directors who shall be present at any meeting of the Board of Directors in order to constitute a quorum for the transaction of any business or any specified item of business shall be a majority of the Board. If a quorum shall not be present at any meeting of the Board of Directors, those present may adjourn the meeting from time to time, until a quorum shall be present.

Section 12.      EXECUTIVE COMMITTEE. The Board of Directors may, by resolution, designate two or more Directors to constitute an Executive Committee, who, to the extent provided in such resolution, shall have and may exercise such specific powers of the Board of Directors as shall be determined by vote of the Board.

Section 13.      INFORMAL ACTION BY THE BOARD OF DIRECTORS. Any action which may be made or taken by the Board of Directors of the Corporation at a duly authorized annual or special meeting in the alternative may be taken by the written consent of the number of the Directors required for the adoption of such action taken at a duly authorized annual or special meeting, all in accordance with the voting rights provided in Section 7 of this Article. A record of each action so taken by the Board of Directors in accordance with the provisions of this Section 13 shall be added to and made a part of the official Minute Book of the Corporation and a copy thereof shall be transmitted to each Director not participating therein within Seven days after the date on which such action is taken.

Section 14.      CONDUCT OF MEETINGS. The President shall preside at all meetings of the Board of Directors. If the President is not present and acting, one of the following officers in the following order shall preside at such meeting of the Board of Directors: (1) the Vice President; (2) the Director then having the longest period of consecutive service as a member of the Board of Directors.

Section 15.      STOCKHOLDER APPROVAL; AUTHORITY TO ACT.

(a) Subject to the provisions of Paragraph (b) of this Section: (i) all decisions made and actions taken by the Board of Directors shall be binding upon the Corporation and the Stockholders, provided such action is reasonable under the circumstances and based on sound and well-articulated business judgment. Any decision made or any action taken by the Board of Directors which is determined to be in bad faith, self-dealing, an act of malfeasance or patently adverse to the Corporation’s interests shall be null and void ab initio.

(b) Any provision herein contained to the contrary notwithstanding, except for the amendment or modification of these Bylaws or as expressly prohibited by Florida law, at any time he shall be serving as President or CEO, without prior approval of the Board or the Stockholders, ANTONIO RONDEAU shall each have the right, power and authority to take any and all actions severally on behalf of the Corporation (including but not limited to borrowing money, pledging assets, executing guarantees, notes and mortgages on behalf of the Corporation), and to bind the Corporation by such action or actions.

ARTICLE III

OFFICERS

Section 1.        OFFICERS. This Corporation shall have, at a minimum, a Chief Execute Officer (hereafter, “CEO”), a President, a Vice President, a Secretary and a Treasurer, and it shall have such other officers as shall be elected, from time to time, by the Board. Any person may hold two or more offices. The Board of Directors may create and fill such other offices as deemed necessary and appropriate by a majority vote of the Board.

Section 2.        ELECTION. Antonio Rondeau shall serve as the initial President and CEO of the Corporation. His initial term shall be Seven years, during which time he may not be removed by vote or any other action of the Board or Shareholders for any reason other than his own malfeasance, his death or incapacity. All other officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the meeting of Stockholders, and shall hold office for the term of Two years, or until their successors are duly elected. All Officers must be members of the Board and Stockholder. The Board may, from time to time, appoint such other officers, agents and employees as it shall deem necessary who shall have such authority and shall perform such duties as shall be prescribed by the Board.

Section 3.        DUTIES OF OFFICERS. The duties and powers of the officers of the Company shall be as follows:

CHIEF EXECUTIVE OFFICER/PRESIDENT: The President shall be the chief executive officer and chief operating officer of the Corporation, shall have authority for the general and active management of the business and affairs of the Corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the Stockholders and Board of Directors unless a CEO is elected as one of the officers of the Corporation, in which case the CEO shall preside. The CEO shall have the responsibility for the day-to-day operations of the Corporation, and as long as Antonio Rondeau is serving as CEO, his decision on all such matters shall be final. Notwithstanding any other right or duty of any officer, the President shall have the right to call a vote of the general membership with regard to any proposed action on behalf of the Corporation, including any action otherwise reserved exclusively for vote by the Board of Directors.

VICE PRESIDENT. The Vice President shall temporarily assume the duties of the President in the absence of the President of the Corporation and only for the duration of such absence and such other duties as may be assigned to the Vice President from time to time by the Board of Directors.

SECRETARY: The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the Stockholders and Board of Director so send out all notices of meetings, and perform such other duties as may be prescribed by the Board of Directors or the President.

TREASURER: The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render account thereof at the annual meetings of Stockholders and whenever else required by the Board of Directors or President, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

            SPOKESPERSON: The duties of this office shall be defined by the initial Board of Directors, set forth in a resolution of the Board, and recorded in the minutes of the Corporation.

            GENERAL DIRECTOR: The duties of this office shall be defined by the initial Board of Directors, set forth in a resolution of the Board, and recorded in the minutes of the Corporation.

            VICE GENERAL DIRECTOR: The duties of this office shall be defined by the initial Board of Directors, set forth in a resolution of the Board, and recorded in the minutes of the Corporation.

            MARKETING DIRECTOR: The duties of this office shall be defined by the initial Board of Directors, set forth in a resolution of the Board, and recorded in the minutes of the Corporation.

            MANAGER: The duties of this office shall be defined by the initial Board of Directors, set forth in a resolution of the Board, and recorded in the minutes of the Corporation.

            ASSISTANT DIRECTOR: The duties of this office shall be defined by the initial Board of Directors, set forth in a resolution of the Board, and recorded in the minutes of the Corporation.

            BOARD ADVISOR: The Board of Directors shall have the right to appoint, seat and remove as many Board Advisors as it deems necessary to carry out the business of the Corporation. The initial Board of Directors shall have three Board Advisors. The duties and responsibilities of the Board Advisor shall be defined by the initial Board of Directors, set forth in a resolution of the Board, and recorded in the minutes of the Corporation.

Section 4. BOND. The Treasurer shall, if required by the Board of Directors, give to the Corporation such security for the faithful discharge of his duties as the Board may direct. The cost of any such security shall be borne by the Corporation.

Section 5. VACANCIES, HOW FILLED. All vacancies in any office shall be filled by the Board of Directors without undue delay at its regular meeting or at a meeting specially called for that purpose. ln the case of the absence of any officer of the Corporation or for any reason that the Board of Directors may deem sufficient, the Board may, except as specifically otherwise provided in these Bylaws, delegate the powers or duties of such officers to any other officer or director for the time being, provided at least a majority of the entire Board concur therein.

Section 6. COMPENSATION OF OFFICERS. Except for Antonio Rondeau, in his capacity as the initial CEO of the Corporation, as provided below in this Section, no Officer shall be entitled to receive any compensation for his or her services as Officer or Director. Notwithstanding the foregoing prohibition, at the election and discretion of the CEO or by a majority vote of the Board of Directors, any officer or Stockholder may provide goods or services to the Corporation or be an employee of the Corporation and be entitled to receive compensation. Whenever practicable, the CEO or the Board of Directors shall make such determination on the record at a duly noticed meeting of the Board prior to any commitment by the Corporation to pay any compensation. For as long as he is serving as CEO of the Corporation, Antonio Rondeau shall be entitled to receive annual compensation as CEO or President in the amount to be determined by majority vote of the Board of Directors; but in no event shall he be entitled to receive compensation as both CEO and President. Upon Antonio Rondeau’s resignation, removal or cessation to serve as CEO, no succeeding CEO shall be entitled to receive compensation without the unanimous vote of the Board of Directors. All Officers shall be entitled to be reimbursed for reasonable and necessary expenses incurred on behalf of the Corporation.

Section 7. REMOVAL OF OFFICERS. The Board of Directors may remove any officer by a majority vote of all directors at any time with or without cause.

ARTICLE IV

CERTIFICATES OF STOCK

Section 1. DESCRIPTION OF STOCK CERTIFICATES. The certificates of stock shall be numbered in the order in which they are issued. They shall be maintained in the corporate stock record book until issued, shall be issued in consecutive order and a record of the name of the person owning the shares, with the date of issuance and number thereof, shall be kept by the Secretary. Such certificates shall exhibit the holder’s name and the number of shares. They shall be signed by the President or Vice President, and countersigned by the Secretary and Treasurer, and sealed with the seal of the Corporation.

Section 2. TRANSFER OF STOCK. The stock of the Corporation shall be assignable and transferable on the books of the Corporation only by the person in whose name it appears on said books, his legal representatives or by his duly authorized agent. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary. In all cases of transfer, the former certificate must be surrendered up and cancelled before a new certificate can be issued.

Section 3. LOST CERTIFICATES. If a Stockholder shall claim to have lost or destroyed a certificate or certificates of stock issued by the Corporation, the Board of Directors may direct, at its discretion, a new certificate or certificates issued, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed, and upon the deposit of a bond or other indemnity in such amount and with such sureties, if any, as the Board may require.

ARTICLE V

SEAL

            The corporate seal shall have the name of the Corporation and the word “seal” inscribed thereon, and may be facsimile, engraved, printed or an impression seal. Dividends from net earnings or from surplus of the assets over liabilities including capital, whenever, in their opinion, the condition of the Corporation affairs will render it expedient for such dividends to be declared. When the Board of Directors shall so determine, the dividends may be paid in stock.

ARTICLE VI

DIVIDENDS

Section 1.        WHEN DECLARED. The Board of Directors shall by vote declare. Unless otherwise agreed by the unanimous consent of the Board of Directors, 50% of all dividends declared and funded by the Corporation shall be paid to the Stockholders; and the remaining 50% shall be reinvested in the Corporation in the name of, and for the benefit of, the Stockholders.

Section 2.        REINVESTMENT. Until or unless the Board of Directors shall vote by a supermajority (of 70%) to amend the ratio of reinvestment, all dividends declared by the Corporation shall be paid as follows:

• 50% of the dividend payable to a Stockholder shall be paid in cash or shares of Stock of the Corporation, as shall be determined by the Board of Directors.

• The remaining 50% shall be reinvested in the Corporation in the name, and for the benefit of, the Stockholder and, subject to the remaining provisions of these Bylaws and the Stockholders Agreement executed by all Stockholders, the shares of Stock represented by such reinvested dividends shall vest immediately in the Stockholder and be recorded on the books of the Corporation.

• Notwithstanding the foregoing provisions (a) and (b), any Stockholder may reinvest in the Corporation MORE, BUT NEVER LESS, than 50% of any dividend.

Section 3.        RETENTION OF SHARES PENDING FULL PAYMENT. All shares of Stock purchased from the Corporation shall be held, IN TRUST, by the Stock Transfer Agent named in Section 13, until the purchasing Stockholder pays the full purchase price to the Corporation. While that Stockholder’s shares are retained in trust, so long as the Stockholder is not in default of any payment due, the Stockholder shall have full voting rights to such shares. If the Stockholder is at any time in default, (a) all voting rights for all of the Stockholder’s shares shall be exercised by the Corporation, and (b) any and all dividends declared shall be applied toward the payment for such shares. If any such Stockholder dies before making payment in full, such shares shall be disposed of pursuant to the provisions of Section 8 of this Agreement, and upon any sale of such shares, any excess monies shall be paid to the Shareholder’s estate.

ARTICLE VII

AMENDMENTS

Section 1.        HOW AMENDED. These Bylaws may be altered, amended, repealed or added to by the vote of the Board of Directors of this Corporation at any regular meeting of the Board, or at a special meeting of Directors called for that purpose provided a quorum of the Directors are present at such regular or special meeting. These Bylaws, and any amendments to them, and new Bylaws added by the Directors, may be amended, altered or replaced by the Stockholders at any annual or special meeting of the Stockholders. Anything in the Corporation’s Bylaws or Stockholder’s Agreement notwithstanding, no amendment may be made without the affirmative vote of those Stockholders owning or having the right to vote 70% of the shares of stock of the Corporation.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 1. COMPENSATION OF DIRECTORS. Except for Antonio Rondeau, in his capacity as the initial CEO of the Corporation, as provided below in this Section, unless the Board of Directors shall otherwise determine by unanimous vote, no Director or Officer shall be entitled to any compensation for his or her services as Director during the first FIVE years of the Corporation’s existence. Notwithstanding the foregoing prohibition, a Director may serve the Corporation in another capacity and be entitled to such compensation therefor as may be determined by the Board of Directors. For as long as he is serving as CEO of the Corporation, Antonio Rondeau shall be entitled to receive annual compensation in the amount to be determined by majority vote of the Board of Directors. Upon Antonio Rondeau’s resignation, removal or cessation to serve as CEO, no succeeding CEO shall be entitled to receive compensation without the unanimous vote of the Board of Directors.

Section 2.        PARTICIPATION IN MEETINGS. One or more Stockholders may participate in a meeting of the Stockholders, and/or one or more Directors may participate in a meeting of the Board of Directors, or of a committee of the Board, by means of a conference telephone call, Zoom videoconference or similar communications applications, by means of which all persons participating in the meeting can, at least, hear each other.

Section 3.        INDEMNIFICATION. The Corporation shall indemnify any person who is or was or shall be a director, officer, employee or agent of the Corporation, or who is, was, or shall be serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and the respective heirs, executors, administrators and assigns of each of the foregoing, against all reasonable expenses and liabilities (including, without limitation, attorneys’ fees, court costs, fines and amounts paid in satisfaction of judgments or in reasonable settlement, but other than amounts paid to the Corporation by that person), actually and reasonably incurred by, or imposed upon that person in connection with, or resulting from the defense of any civil or criminal action, suit or proceeding (or any appeal thereof) in which they, or any of them, are made parties or a party or are otherwise involved by reason of being or having been a director or officer of the Corporation or of such other corporation, whether or not he is or continues to be a director or officer at the time such expenses or liabilities are paid or incurred. Notwithstanding the foregoing, the Corporation need not indemnify such director or officer with respect to any matter as to which he shall be finally adjudged in such action, suit or proceeding to have been liable for willful misconduct (or such gross negligence as shall amount to willful misconduct) in the performance of his duties as such director or officer. ln the case of a criminal action, suit or proceeding, a conviction (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) shall not of itself be deemed an adjudication that such director or officer or former director or officer is liable for willful misconduct (or such gross negligence as shall amount to willful misconduct) in the performance of his or her duties as such director or officer. With respect to payment of amounts in settlement or compromise, the Corporation shall be obliged to indemnify hereunder only if the Board of Directors shall adopt a resolution determining that such settlement or compromise is reasonable, and approving same. Indemnification hereunder shall be in addition to and not exclusive of any other rights to which those so indemnified may be entitled as a matter of law, or under any agreement, vote of Stockholders, any other bylaw, or otherwise.

Section 4. Upon approval of a majority of the Board of Directors, the Directors and officers of the Corporation are hereby authorized, empowered and directed to obtain liability, errors and omissions insurance coverage of all officers and Directors who are not full-time employees of the Corporation in such principal sum as shall be so approved by the Board of Directors as to each such person so insured which insurance shall provide coverage against any and all losses, damages, claims, demands, judgments, suits, actions, causes of actions and liability of every nature and wherever situate including but not limited to litigation costs, court costs, attorney’s fees, fines, amounts paid in settlement, and all other matters subject to the indemnification set forth in Section 3 of this Article, directly or indirectly arising out of or in connection with such covered person’s service as an officer and/or Director of the Corporation.

Section 5. Any one or more of the Stockholders and the Corporation are authorized to enter into one or more stockholders’ agreements and/or other agreements containing the mutual understanding and agreement of the parties thereto as to various matters directly or indirectly involving the operation of the Corporation, the powers and authorities of officers and Directors, the conduct of Stockholders and/or Directors meetings, the manner of election of Directors and/or officers, and all other matters provided for in these Bylaws. In the event of any such agreement, provided that a true and correct copy of such agreement is submitted to the Board of Directors and made a part of the official records of the Corporation, all parties thereto shall be bound by all of the provisions of such agreement. To the extent that any provisions of such agreement are inconsistent with any of the provisions of these Bylaws, then only as to the parties to that agreement, the provisions of the agreement shall control and supersede the provisions of these Bylaws.

Section 6. These Bylaws have been adopted as the Bylaws of the Corporation this ____ day of ______________, 2021, and shall be effective as of that date.

WITNESSES:                               Dollar Transfer & Financial Services, Inc.

                                                            By:                                                                             

                                                                   Antonio Rondeau, President, CEO

                                                            Attest:                                                                        

                                                                         Ligmy Aristide, Secretary

                                                             By—————————————————————

_____________________                             Genese Herve Treasurer

                      (Corporate Seal)