AMENDED AND RESTATED
DON MARCOS TRADING CO.,
a Florida corporation
Section 1 .
Principal Office . The principal office for the transaction of business of the
Corporation is hereby fixed and located at 1850 Southeast 17 th Street, Ste. 300, Ft. Lauderdale, FL 33316.
The location may be changed by approval of a majority of the authorized directors, and additional offices may be
established and maintained at such other place or places, either within or outside of Florida, as the Board of
Directors may from time to time designate.
Section 2 .
Other Offices . Branch or subordinate offices may at any time be established by the
Board of Directors at any place or places where the Corporation is qualified to do business.
DIRECTORS - MANAGEMENT
Section 1 .
Powers, Standard of Care .
1 . 1
Subject to the provisions of the Florida General Corporation Act (hereinafter the
“Code”), and subject to any limitations in the Articles of Incorporation of the Corporation relating to action
required to be approved by the Shareholders, the business and affairs of the Corporation shall be managed and
all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of
Directors may delegate the management of the day-to-day operation of the business of the Corporation to a
management company or other persons, provided that the business and affairs of the Corporation shall be
managed, and all corporate powers shall be exercised, under the ultimate direction of the Board.
1 . 2
Standard of Care; Liability.
Each Director shall exercise such powers and
otherwise perform such duties, in good faith, in the matters such Director believes to be in the best interests of the
Corporation, and with such care, including reasonable inquiry, using ordinary prudence, as a person in a like
position would use under similar circumstances. In perf