By written consent dated September
12, 2022, shareholders holding 89.9% of the voting equity of the Company approved and ratified the following corporate actions (collectively,
the “Actions”):
Pursuant to Rule 14c-2 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), the proposals will not be effective until at least
20 calendar days after the mailing of the Information Statement to our shareholders. Therefore, the Information Statement is being sent
to you for informational purposes only.
Pursuant to rules adopted by the
Securities and Exchange Commission, copies of these reports may be obtained from the SEC’s EDGAR archives at https://sec.report.
This is not a notice of a meeting of shareholders and no shareholders’ meeting will be held to consider the action described herein.
The accompanying Information Statement is being furnished to you solely for the purpose of informing shareholders of the action described
herein pursuant to Section 14(c) of the Exchange Act and the regulations promulgated thereunder, including Regulation 14C.
The accompanying Information Statement
will serve as written notice to shareholders of the Company pursuant to Section 78.370 of the Nevada Revised Statutes.
This Information Statement is
being furnished to the shareholders of Imperalis Holding Corp., a Nevada corporation (the “Company”, “we”,
“us” or “our”), pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules and regulations promulgated thereunder, for the purpose of informing our shareholders
that, on September 12, 2022, our board of directors (the “Board”) approved by written consent, and on September 12,
2022, the shareholders holding a majority of the voting power of the Company also approved by written consent, the following corporate
actions (collectively, the “Actions”):
Our ability to undertake the Actions without a
meeting of our shareholders is authorized by Section 78.320(2) of the Nevada Revised Statutes. That section generally provides that a
Nevada corporation may substitute for action on a matter by its shareholders at a meeting the written consent of the holders of outstanding
shares of capital stock holding at least the minimum number of votes which would be necessary to authorize or take the action at a meeting
at which all shares entitled to vote on the matter are present and voted. In accordance with this provision, we obtained the written consent
of the shareholders owning an aggregate of 288,900,420 shares of our Common Stock (collectively, the “Majority Shareholder”)
to the Actions. As a result of the action of the Majority Shareholder, we are not soliciting proxies, and there will be no other shareholder
action required.
Holders of record of the Company's Common Stock
are entitled to notice of the action taken by written consent approving the Actions.
Under Nevada law and our Articles of Incorporation
the affirmative vote of a majority of the votes entitled to be cast by holders of all shares of our Common Stock outstanding as of the
close of business on of the Record Date (defined hereinafter), was required to approve the Actions.
The cost of preparing and furnishing
this Information Statement will be borne by us. We may request brokerage houses, nominees, custodians, fiduciaries and other like parties
to forward this Information Statement to the beneficial owners of our Common Stock held on the Record Date.
We will deliver, or cause to be
delivered, only one copy of this Information Statement to multiple shareholders sharing an address, unless we have received contrary instructions
from one or more of the shareholders. We undertake to promptly deliver, or cause to be promptly delivered, upon written or oral request,
a separate copy of this Information Statement to a shareholder at a shared address to which a single copy of this Information Statement
is delivered. A shareholder can notify us that the shareholder wishes to receive a separate copy of this Information Statement by contacting
us at the address set forth above. Conversely, if multiple shareholders sharing an address receive multiple Information Statements and
wish to receive only one, such shareholders can notify us at the address set forth above.
This Information Statement may contain forward-looking
statements that involve a number of risks and uncertainties. Words such as “anticipates,” “expects,” “intends,”
“goals,” “plans,” “believes,” “seeks,” “estimates,” “continues,”
“may,” “will,” “would,” “should,” “could,” and variations of such words and
similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of
our future financial performance, our anticipated growth and trends in our businesses, uncertain events or assumptions, and other characterizations
of future events or circumstances are forward-looking statements. Such statements are based on management’s expectations as of the
date of this filing and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed
or implied in our forward-looking statements. Such risks and uncertainties include those described throughout this Information Statement.
Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are
urged to carefully review and consider the various disclosures made in this Information Statement and in other documents we file from
time to time with the Securities and Exchange Commission (the “SEC”) that disclose risks and uncertainties that may
affect our business. The forward-looking statements in this Information Statement do not reflect the potential impact of any divestitures,
mergers, acquisitions, or other business combinations that had not been completed as of the date of filing of this Information Statement.
In addition, the forward-looking statements in this Information Statement are made as of the date of this filing, and we do not undertake,
and expressly disclaim any duty to update such statements, whether as a result of new information, new developments or otherwise, except
to the extent that disclosure may be required by law.
ACTION NO. 1
Our Articles of Incorporation currently authorize
us to issue a maximum of 200,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock.
As of the Record Date, we had 161,704,695 shares of Common Stock issued and outstanding and 25,000 shares of Series A Preferred Stock
issued and outstanding.
The Board of Directors believes that the increase
in our authorized Common Stock will provide us with greater flexibility with respect to our capital structure for purposes including additional
equity financings and stock-based acquisitions.
The additional shares of Common Stock will have
the same rights as the presently authorized shares, including the right to cast one vote per share of Common Stock. Although the authorization
of additional shares will not, in itself, have any effect on the rights of any holder of our Common Stock, the future issuance of additional
shares of Common Stock (other than by way of a stock split or dividend) would have the effect of diluting the voting rights and could
have the effect of diluting earnings per share and book value per share of existing shareholders.
At present, the Board has no plans to issue the
additional shares of Common Stock authorized by the Amended Articles. However, it is possible that some of these additional shares could
be used in the future for various other purposes without further shareholder approval, except as such approval may be required in particular
cases by our charter documents, applicable law or the rules of any stock exchange or other quotation system on which our securities
may then be listed. These purposes may include: raising capital, providing equity incentives to employees, officers or directors, establishing
strategic relationships with other companies, and expanding our business or product lines through the acquisition of other businesses
or products.
We could also use the additional shares of Common
Stock that will become available pursuant to the Amended Articles to oppose a hostile takeover attempt or to delay or prevent changes
in control or management of our company. Although the Board’ approval of the Amended Articles was not prompted by the threat of
any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at us), nevertheless, shareholders should
be aware that the Amended Articles could facilitate future efforts by us to deter or prevent changes in control of our company, including
transactions in which our shareholders might otherwise receive a premium for their shares over then current market prices.
Our shareholders are not entitled to appraisal
rights with respect to the Share Increase. Furthermore, we do not intend to independently provide our shareholders with any such rights.
ACTION NO. 2
OUR NAME FROM IMPERALIS HOLDING
CORP. TO TURNONGREEN, INC.
The change in our corporate name is intended to
strengthen our Company’s brand. The new corporate name will reflect that the Company will continue the existing business operations
of TOGI.
Accordingly, our Board has concluded that it is
in the Company’s best interests to change our corporate name to TurnOnGreen, Inc.
Once the Amended Articles are filed with the Nevada
Secretary of State, the Name Change will not have any material effect on our business, operations, or reporting requirements or affect
the validity or transferability of any existing stock certificates that bear the name “Imperalis Holding Corp.” Shareholders
with certificated shares may continue to hold their existing stock certificates and will not be required to submit their stock certificates
for exchange, except as otherwise provided herein. The rights of shareholders holding certificated shares under existing stock certificates
and the number of shares represented by those certificates will remain unchanged. Direct registration accounts and any new stock certificates
that are issued after the name change becomes effective will bear the name “TurnOnGreen, Inc.”
“The name of this corporation
is TurnOnGreen, Inc. (hereinafter, the “Corporation”).”
Our shareholders are not entitled to appraisal
rights with respect to the Name Change. Furthermore, we do not intend to independently provide our shareholders with any such rights.
ACTION NO. 3
The overall goal of the amendments described below
is to improve and enhance the Company’s corporate governance structure and simplify the Bylaws.
Therefore, the Board believes that the Amended
Bylaws will make the administration of the future operations of the Company more efficient and provide more flexibility for the management
of the Company within the limits of applicable law, including, allowing the Board to set the number of directors and fill vacancies in
the Board, to be consistent with the provisions of the Articles of Incorporation of the Company. The adoption of the Amended Bylaws will
not alter the directors’ fiduciary obligations to the Company.
Our shareholders are not entitled to appraisal
rights in connection with the amendment to the Bylaws as set forth above. Furthermore, we do not intend to independently provide our shareholders
with any such rights.
ACTION NO. 4
Director Compensation
To date, we have not paid any of our directors
any compensation for serving on our Board.
DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 200,000,000 shares
of Common Stock. As of the date of this Information Statement, there were 161,704,695 shares of Common Stock issued and outstanding.
The holders of Common Stock have equal ratable
rights to dividends from funds legally available therefore, when, as and if declared by our Board. Holders of Common Stock are also entitled
to share ratably in all of IMHC’s assets available for distribution to holders of Common Stock upon liquidation, dissolution or
winding up of the affairs of IMHC.
The holders of shares of our Common Stock do not
have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors,
can elect all of the directors to be elected, if they so choose, and in such event, the holders of the remaining shares will not be able
to elect any of our directors. The holders of 50% percent of the outstanding Common Stock constitute a quorum at any meeting of shareholders,
and the vote by the holders of a majority of the outstanding shares or a majority of the shareholders at a meeting at which quorum exists
are required to effect certain fundamental corporate changes, such as liquidation, merger or amendment of our articles of incorporation.
Voting Rights
Except as otherwise required by law or as may
be provided by the resolutions of the Board of Directors authorizing the issuance of common stock, all rights to vote and all voting power
shall be vested in the holders of common stock. Each share of Common Stock shall entitle the holder thereof to one vote.
No Cumulative Voting
Except as may be provided by the resolutions of
the Board of Directors authorizing the issuance of Common Stock, cumulative voting by any shareholder is expressly denied.
Rights upon Liquidation, Dissolution or
Winding-Up of the Company
Upon any liquidation, dissolution or winding-up
of the corporation, whether voluntary or involuntary, the remaining net assets of the Company shall be distributed pro rata to the holders
of the common stock.
Preferred Stock
The Company is authorized to issue up to 10,000,000
shares of Preferred Stock, par value $0.001. The Preferred Stock may be issued in one or more classes or series by the board of directors,
who has the authority to designate the rights, preferences, and other aspects of each class or series of Preferred Stock.
We refer you to our Articles of Incorporation,
any amendments thereto, Bylaws, and the applicable provisions of the Nevada Revised Statutes for a more complete description of the rights
and liabilities of holders of our securities.
Description of the Series A Preferred Stock
There are 25,000 shares of Series A Preferred
Stock issued and outstanding. Each share of Series A Preferred Stock has a stated value of $1,000, for an aggregate value of $25 million.
In the event that TOGI shall be liquidated, dissolved
or wound up, then before any distribution or payment shall be made to the holders of any Common Stock or any other class or series of
junior stock, the holders of Series A Preferred Stock shall be entitled to receive liquidating distributions in an amount equal to the
stated value for each share of Series A Preferred Stock held by such holders.
Dividends on the Series A Preferred Stock shall
accrue daily and be cumulative from, and including, the date of original issue and shall be payable quarterly on the last day of each
calendar quarter out of funds legally available therefor, at the rate of eight percent (8%) per annum based on a 360 day calendar year.
Each holder shall be entitled to vote on an “as
converted” basis with holders of outstanding shares of Common Stock, voting together as a single class, with respect to any and
all matters presented to the stockholders for their action or consideration. For so long as the holder shall continue to hold any shares
of Series A Preferred Stock issued to it on the date of the Acquisition, the holder shall be entitled to elect a number of directors to
the Board of Directors equal to a percentage determined by the number of Series A Preferred Stock beneficially owned by the holders, determined
on an “as converted” basis, divided by the sum of the number of shares of Common Stock outstanding plus the number of Series
A Preferred Stock outstanding on an “as converted” basis
Each share of Series A Preferred Stock may be
convertible at the holder’s option into shares of Common Stock of the Company where the conversion price shall be the stated value
of each share of Series A Preferred Stock divided by eighty percent (80%) of the volume weighed average price (“VWAP”)
of the Company’s Common Stock over the ten (10) days immediately preceding the date of conversion. The conversion price will be
subject to standard anti-dilution provisions in connection with any stock split, stock dividend, subdivision or similar reclassification
of the Common Stock as well as carry full ratchet protection.
Upon the one-year anniversary of the Acquisition,
the shares of Series A Preferred Stock shall be subject to redemption in cash at the option of the holder in an amount per share equal
to the stated value plus all accrued and unpaid dividends thereon.
Options
None.
Warrants
None.
Liability and Indemnity of Directors and
Officers
Our bylaws provide that we may indemnify our officers,
directors, employees, agents and any other persons to the maximum extent permitted by the Nevada Revised Statutes.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s
website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. Contact the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.
WE ARE NOT ASKING YOU FOR A
PROXY AND
YOU ARE REQUESTED NOT TO SEND
US A PROXY
By Order of the Board of Directors,
/s/ Amos Kohn |
|
|
|
Amos Kohn |
Chief Executive Officer and Chairman of the Board |
|
September 26, 2022 |
ANNEX A
BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708Website: www.nvsos.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) TYPE OR PRINT -USE DARK INK ONLY - DO NOT HIGHLIGHT Page 1 of 2 Revised: 1/1/2019 1. Entity information: Name of entity as on file with the Nevada Secretary of State: This form must be accompanied by appropriate fees. Certificate to Accompany Restated Articles or Amended and Restated Articles Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock) The undersigned declare that they constitute at least two-thirds of the following: (Check only one box) incorporators board of directors The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued Officer's Statement (foreign qualified entities only) -Name in home state, if using a modified name in Nevada: Jurisdiction of formation: Changes to takes the following effect: The entity name has been amended. The purpose of the entity has been amended. The authorized shares have been amended. Other: (specify changes) * Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation. Dissolution Merger Conversion 3. Type of Amendment Filing Being Completed: (Select only one box) (If amending, complete section 1, 3, 5 and 6.) 2. Restated or Amended and Restated Articles: (Select one) (If amending and restating only, complete section 1,2 3, 5 and 6) Amended and Restated Articles * Restated or Amended and Restated Articles must be included with this filing type. Entity or Nevada Business Identification Number (NVID): Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.
BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708Website: www.nvsos.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) Time:Date:4. Effective Date and Time: (Optional) (must not be later than 90 days after the certificate is filed) 5. Information Being Changes to takes the following effect: Changed: (Domestic The entity name has been amended.corporations only) The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) The purpose of the entity has been amended. The authorized shares have been amended. The directors, managers or general partners have been amended. IRS tax language has been added. Articles have been added. Articles have been deleted. Other. The articles have been amended as follows: (provide article numbers, if available) (attach additional page(s) if necessary) 6. Signature: (Required) X ____________________________ Signature of Officer or Authorized Signer Title X ____________________________ Signature of Officer or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. Please include any required or optional information in space below: (attach additional page(s) if necessary) This form must be accompanied by appropriate fees. Page 2 of 2 Revised: 1/1/2019
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
TURNONGREEN, INC.
****
ARTICLE I
The name of this corporation is TurnOnGreen, Inc.
(hereinafter, the “Corporation”).
ARTICLE II
The address of the Corporation’s registered
office in the State of Nevada is 701 S. Carson Street, Suite 200, Carson City, County of Carson City, NV 89701. The name of its registered
agent at such address is The Corporation Trust Company.
ARTICLE III
The nature of the business or purposes to be conducted
or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of the
State of Nevada. The powers of the Corporation shall be those powers granted by Sections 78.060 and 78.070 (as the same may be amended,
superseded or replaced by any successor sections, statutes or provisions) of the Nevada Revised Statutes (the “NRS”),
under which this Corporation is formed.
ARTICLE IV
Section 1. | Authorized Shares. |
This Corporation is authorized to issue five hundred
million (500,000,000) shares of Common Stock, par value $0.001 per share (the “Common Stock”) and fifty million (50,000,000)
shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”). The number of authorized shares of any
class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of at least a majority of the voting power of the issued and outstanding shares of Common Stock of the Corporation,
voting together as a single class.
A statement of the designations of the Common
Stock and the powers, preferences and rights and qualifications, limitations or restrictions thereof is as follows:
(i) Except
as otherwise provided herein or by applicable law, the holders of shares of Common Stock shall at all times vote together as one class
on all matters (including the election of directors) submitted to a vote or for the consent of the shareholders of the Corporation.
(ii) Each
holder of shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock held as of the applicable date on any
matter that is submitted to a vote or for the consent of the shareholders of the Corporation.
(b) Dividends.
Subject to the preferences applicable to any series of Preferred Stock, if any, outstanding at any time, the holders of Common Stock shall
be entitled to share equally, on a per share basis, in such dividends and other distributions of cash, property or shares of stock of
the Corporation as may be declared by the Board of Directors from time to time with respect to the Common Stock out of assets or funds
of the Corporation legally available therefor; provided, however, that in the event that such dividend is paid in the form of shares of
Common Stock or rights to acquire Common Stock, the holders of Common Stock shall receive Common Stock or rights to acquire Common Stock,
as the case may be.
(c) Liquidation.
Subject to the preferences applicable to any series of Preferred Stock, if any are outstanding at any time, in the event of the voluntary
or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, the holders of Common Stock shall be
entitled to share equally, on a per share basis, all assets of the Corporation of whatever kind available for distribution to the holders
of Common Stock.
Section 3. | Change in Control Transaction. |
The Corporation shall not consummate a Change
in Control Transaction without first obtaining the affirmative vote, at a duly called annual or special meeting of the shareholders of
the Corporation, of the holders of the greater of: (A) a majority of the voting power of the issued and outstanding shares of capital
stock of the Corporation then entitled to vote thereon, voting together as a single class, and (B) sixty percent (60%) of the voting power
of the shares of capital stock present in person or represented by proxy at the shareholder meeting called to consider the Change in Control
Transaction and entitled to vote thereon, voting together as a single class. For the purposes of this section, a “Change in Control
Transaction” means the occurrence of any of the following events:
(a) the
sale, encumbrance or disposition (other than non-exclusive licenses in the ordinary course of business and the grant of security interests
in the ordinary course of business) by the Corporation of all or substantially all of the Corporation’s assets;
(b) the
merger or consolidation of the Corporation with or into any other corporation or entity, other than a merger or consolidation which would
result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total
voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after
such merger or consolidation; or
(c) the
issuance by the Corporation, in a transaction or series of related transactions, of voting securities representing more than two percent
(2%) of the total voting power of the Corporation before such issuance, to any person or persons acting as a group as contemplated in
Rule 13d-5(b) under the Securities Exchange Act of 1934 (or any successor provision) such that, following such transaction or related
transactions, such person or group of persons would hold more than fifty percent (50%) of the total voting power of the Corporation, after
giving effect to such issuance.
Section 4. | Preferred Stock. |
The Board of Directors is authorized, subject
to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and to establish from time to
time the number of shares to be included in each such series, and to fix the designation, power, preferences, and rights of the shares
of each such series and any qualifications, limitations or restrictions thereof. Except as otherwise required by law, holders of Common
Stock shall not be entitled to vote on any amendment to this Articles of Incorporation (including any certificate of designation filed
with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if
the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such
series, to vote thereon by law or pursuant to this Articles of Incorporation (including any certificate of designation filed with respect
to any series of Preferred Stock).
ARTICLE V
The Corporation is to have perpetual existence.
ARTICLE VI
Section 1. | Board of Directors. |
The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them
by statute or by this Articles of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the Corporation.
In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation. The
affirmative vote of at least a majority of the Board of Directors then in office shall be required in order for the Board of Directors
to adopt, amend, alter or repeal the Corporation’s Bylaws. The Corporation’s Bylaws may also be adopted, amended, altered
or repealed by the shareholders of the Corporation. Notwithstanding the above or any other provision of this Articles of Incorporation,
the Bylaws of the Corporation may not be amended, altered or repealed except in accordance with Article X of the Bylaws. No Bylaw hereafter
legally adopted, amended, altered or repealed shall invalidate any prior act of the directors or officers of the Corporation that would
have been valid if such Bylaw had not been adopted, amended, altered or repealed.
Section 3. | Controlled Company. |
(a) If,
at any time during which shares of capital stock of the Corporation are listed for trading on either The Nasdaq Stock Market (“Nasdaq”),
the New York Stock Exchange or the NYSE American (in either case, “NYSE”), holders of the requisite voting power under
the then-applicable Nasdaq or NYSE listing standards notify the Corporation in writing of their election to cause the Corporation to rely
upon the applicable “controlled company” exemptions (the “Controlled Company Exemption”) to the corporate
governance rules and requirements of the Nasdaq or the NYSE (the “Exchange Governance Rules”), the Corporation shall
call a special meeting of the shareholders to consider whether to approve the election to be held within ninety (90) days of written notice
of such election (or, if the next succeeding annual meeting of shareholders will be held within ninety (90) days of written notice of
such election, the Corporation shall include a proposal to the same effect to be considered at such annual meeting). The Corporation shall
not elect to rely upon the Controlled Company Exemption until such time as the Corporation shall have received the approval from holders
of at least sixty-six and two thirds percent (66 2/3%) of the voting power of the issued and outstanding shares of capital stock of the
Corporation at such annual or special meeting.
(b) In
the event such approval is obtained, for so long as shares of the capital stock of the Corporation are listed on either the Nasdaq or
the NYSE and the Corporation remains eligible for the Controlled Company Exemption under the requirements of the applicable Exchange Governance
Rules, then the Board of Directors shall be constituted such that (i) a majority of the directors on the Board of Directors shall be Outside
Directors (as defined below), and (ii) the Corporation’s compensation committee and the governance and nominating committee (or
such committees serving similar functions as the Board of Directors of the Corporation shall constitute from time to time) shall consist
of at least two (2) members of the Board of Directors and shall be composed entirely of Outside Directors. In the event the number of
Outside Directors serving on the Board of Directors constitutes less than a majority of the directors on the Board of Directors as a result
of the death, resignation or removal of an Outside Director, then the Board of Directors may continue to properly exercise its powers
and no action of the Board of Directors shall be so invalidated, provided, that the Board of Directors shall promptly take such action
as is necessary to appoint new Outside Director(s) to the Board of Directors.
(c) An
“Outside Director” shall mean a director who, currently and for any of the past three years, is and was not an officer
of the Corporation (other than service as the chairman of the Board of Directors) or a parent or subsidiary of the Corporation and is
not and was not otherwise employed by the corporation or a parent or subsidiary of the Corporation.
Section 4. | Audit Committee. |
The Board of Directors of the Corporation shall
establish an audit committee whose principal purpose will be to oversee the Corporation’s and its subsidiaries’ accounting
and financial reporting processes, internal systems of control, independent auditor relationships and audits of consolidated financial
statements of the Corporation and its subsidiaries. The audit committee will also determine the appointment of the independent auditors
of the Corporation and any change in such appointment and ensure the independence of the Corporation’s auditors. In addition, the
audit committee will assume such other duties and responsibilities delegated to it by the Board of Directors and specified for it under
applicable law and Exchange Governance Rules.
Section 5. | Corporate Governance and Nominating Committee. |
The Board of Directors of the Corporation shall
establish a corporate governance and nominating committee whose principal duties will be to assist the Board of Directors by identifying
individuals qualified to become members of the Board of Directors consistent with criteria approved by the Board of Directors, to recommend
to the Board of Directors for its approval the slate of nominees to be proposed by the Board of Directors to the shareholders for election
to the Board of Directors, to develop and recommend to the Board of Directors the governance principles applicable to the Corporation,
as well as such other duties and responsibilities delegated to it by the Board of Directors and specified for it under applicable law
and Exchange Governance Rules. In the event the corporate governance and nominating committee will not be recommending a then incumbent
director for inclusion in the slate of nominees to be proposed by the Board of Directors to the shareholders for election to the Board
of Directors, and provided such incumbent director has not notified the committee that he or she will be resigning or that he or she does
not intend to stand for re-election to the Board of Directors, then, in the case of an election to be held at an annual meeting of shareholders,
the corporate governance and nominating committee will recommend the slate of nominees to the Board of Directors at least thirty (30)
days prior to the latest date required by the provisions of Sections 2.14 (advance notice of shareholder business) and 2.15 (advance notice
of director nominations) of the Bylaws of the Corporation (as such provisions may be amended from time to time) for shareholders to submit
nominations for directors at such annual meeting, or in the case of an election to be held at a special meeting of shareholders, at least
ten (10) days prior to the latest date required by the provisions of Sections 2.14 and 2.15 of the Bylaws for shareholders to submit nominations
for directors at such special meeting.
Section 6. | Compensation Committee. |
The Board of Directors of the Corporation shall
establish a compensation committee whose principal duties will be to review employee compensation policies and programs as well as the
compensation of the chief executive officer and other executive officers of the Corporation, to recommend to the Board of Directors a
compensation program for outside members of the Board of Directors, as well as such other duties and responsibilities delegated to it
by the Board of Directors and specified for it under applicable law and Exchange Governance Rules.
Section 7. | Election of Directors. |
Elections of directors need not be by written
ballot unless the Bylaws of the Corporation shall so provide.
Section 8. | Cumulative Voting. |
No shareholder will be permitted to cumulate votes
at any election of directors.
Section 9. | Number of Directors. |
The number of directors that constitute the whole
Board of Directors shall be fixed exclusively in the manner designated in the Bylaws of the Corporation.
Section 10. | Initial Board of Directors. |
The initial Board of Directors shall consist of
one (1) member. The name and address of the initial member of the Board of Directors are as follows:
NAME |
ADDRESS |
Amos Kohn |
1421 McCarthy Blvd., Milpitas, CA 95035 |
Mr. Kohn shall serve as the director of the Corporation
until the first annual meeting of the shareholders or until his successor shall have been elected and qualified.
ARTICLE VII
Section 1. | Limitation of Personal Liability. |
To the fullest extent permitted by the NRS as
the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director. If the NRS is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated to
the fullest extent permitted by the NRS, as so amended.
Section 2. | Indemnification. |
The Corporation may indemnify to the fullest extent
permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative
or investigative, by reason of the fact that he, she, his or her testator or intestate is or was a director, officer, employee or agent
at the request of the Corporation or any predecessor to the Corporation or serves or served at any other enterprise as a director, officer,
employee or agent at the request of the Corporation or any predecessor to the Corporation.
Section 3. | Inconsistent Provisions. |
Neither any amendment or repeal of any Section
of this Article VII, nor the adoption of any provision of this Articles of Incorporation inconsistent with this Article VII, shall eliminate
or reduce the effect of this Article VII, in respect of any matter occurring, or any action or proceeding accruing or arising or that,
but for this Article VII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE VIII
Meetings of shareholders may be held within or
without the State of Nevada, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in
the statutes) outside of the State of Nevada at such place or places as may be designated from time to time by the Board of Directors
or in the Bylaws of the Corporation.
ARTICLE IX
Section 1. | Special Meetings. |
Unless otherwise required by law, special meetings
of the shareholders of the Corporation, for any purpose or purposes, may be called only by (i) the Board of Directors of the Corporation,
(ii) the Chairman of the Board of Directors of the Corporation, (iii) the Chief Executive Officer (or, in the absence of a Chief Executive
Officer, the President) of the Corporation, or (iv) a holder, or group of holders, of Common Stock holding more than twenty percent (20%)
of the total voting power of the outstanding shares of capital stock of the Corporation then entitled to vote.
Section 2. | Action Without a Meeting. |
Any action required or permitted to be taken by
the shareholders of the Corporation may, but need not, be effected at a duly called annual or special meeting of shareholders of the Corporation;
any such action may also be effected by any consent in writing by such shareholders pursuant to Section 78.315 of the NRS.
ARTICLE X
The Corporation reserves the right to amend or
repeal any provision contained in this Articles of Incorporation in the manner prescribed by the laws of the State of Nevada and all rights
conferred upon shareholders are granted subject to this reservation; provided, however, that notwithstanding any other provision of this
Articles of Incorporation, or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of
the holders of any class or series of the stock of the Corporation, and, as applicable, such other approvals of the Board of Directors
of the Corporation, as are required by law or by this Articles of Incorporation: (i) the unanimous consent of Board of Directors then
in office, and the affirmative vote of the holders at least a majority of the voting power of the issued and outstanding shares of capital
stock of the Corporation then entitled to vote, shall be required to amend or repeal Article IV, Section 2 or this clause (i) of Article
X; (ii) the affirmative vote of the holders of the greater of: (A) a majority of the voting power of the issued and outstanding shares
of capital stock of the Corporation then entitled to vote thereon, or (B) sixty percent (60%) of the voting power of the shares of capital
stock present in person or represented by proxy at the shareholder meeting and entitled to vote thereon, shall be required to amend or
repeal Article IV, Section 3, or this clause (ii) of Article X; (iii) the consent of a majority of the members of the Board then in office,
and the affirmative vote of the holders at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the issued and outstanding
shares of capital stock of the Corporation then entitled to vote shall be required to amend or repeal Article IV, Section 4, or this clause
(iii) of Article X; (iv) the unanimous consent of the Board of Directors then in office and the consent of at least sixty-six and two-thirds
percent (66 2/3%) of the voting power of the issued and outstanding shares of capital stock of the Corporation shall be required to amend
or repeal Article VI, Section 3, 4, 5, or 6, or this clause (iv) of Article X; and (v) the consent of at least two-thirds of the members
of the Board of Directors then in office and the affirmative vote of the holders of at least a majority of the voting power of the issued
and outstanding shares of capital stock of the Corporation then entitled to vote shall be required to amend or repeal this clause (v)
of Article X.
I, THE UNDERSIGNED, being the sole incorporator
hereinbefore named, for the purpose of forming a corporation pursuant to the NRS of the State of Nevada, do make this Articles of Incorporation,
hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my
hands this __th day of October, 2022.
|
|
|
|
Amos Kohn, Chief Executive Officer |
|
|
1421 McCarthy Blvd. |
|
|
Milpitas, CA 95035 |
|
ANNEX B
BYLAWS
OF
TURNONGREEN, INC.
a Nevada Corporation
Effective as of October __, 2022
TABLE OF CONTENTS
|
|
Page |
Article I — Corporate Offices |
1 |
1.1 |
Registered Office |
1 |
1.2 |
Other Offices |
1 |
|
|
|
Article II — Meetings of Shareholders |
1 |
2.1 |
Place of Meetings |
1 |
2.2 |
Annual Meeting |
1 |
2.3 |
Special Meeting |
1 |
2.4 |
Notice of Shareholders’ Meetings |
1 |
2.5 |
Manner of Giving Notice; Affidavit of Notice |
2 |
2.6 |
Quorum |
2 |
2.7 |
Adjourned Meeting; Notice |
2 |
2.8 |
Administration of the Meeting |
3 |
2.9 |
Voting |
3 |
2.10 |
No Shareholder Action by Written Consent without a Meeting |
3 |
2.11 |
Record Date For Shareholder Notice; Voting; Giving Consents |
4 |
2.12 |
Proxies |
4 |
2.13 |
List of Shareholders Entitled to Vote |
4 |
2.14 |
Advance Notice of Shareholder Business |
5 |
2.15 |
Advance Notice of Director Nominations |
5 |
|
|
|
Article III — Directors |
6 |
3.1 |
Powers |
6 |
3.2 |
Number of Directors |
6 |
3.3 |
Election, Qualification and Term of Office of Directors |
6 |
3.4 |
Resignation and Vacancies |
6 |
3.5 |
Place of Meetings; Meetings by Telephone |
7 |
3.6 |
Regular Meetings |
7 |
3.7 |
Special Meetings; Notice |
7 |
3.8 |
Quorum |
7 |
3.9 |
Waiver of Notice |
7 |
3.10 |
Board Action by Written Consent without a Meeting |
7 |
3.11 |
Adjourned Meeting; Notice |
8 |
3.12 |
Fees and Compensation of Directors |
8 |
3.13 |
Removal of Directors |
8 |
3.14 |
Corporate Governance Compliance |
8 |
|
|
|
Article IV — Committees |
8 |
4.1 |
Committees of Directors |
8 |
4.2 |
Committee Minutes |
8 |
4.3 |
Meetings and Action of Committees |
8 |
4.4 |
Audit Committee |
9 |
4.5 |
Corporate Governance and Nominating Committee |
9 |
4.6 |
Compensation Committee |
9 |
|
|
|
Article V — Officers |
9 |
5.1 |
Officers |
9 |
5.2 |
Appointment of Officers |
9 |
5.3 |
Subordinate Officers |
9 |
5.4 |
Removal and Resignation of Officers |
10 |
5.5 |
Vacancies in Offices |
10 |
5.6 |
Chairman of the Board |
10 |
5.7 |
Chief Executive Officer. |
10 |
5.8 |
Presidents |
10 |
5.9 |
Vice Presidents |
10 |
5.10 |
Secretary |
10 |
5.11 |
Chief Financial Officer |
11 |
5.12 |
Treasurer |
11 |
5.13 |
Assistant Secretary |
11 |
5.14 |
Assistant Treasurer |
11 |
5.15 |
Representation of Shares of Other Corporations |
11 |
5.16 |
Authority and Duties of Officers |
12 |
|
|
|
Article VI — Records and Reports |
12 |
6.1 |
Maintenance and Inspection of Records |
12 |
6.2 |
Inspection by Directors |
12 |
|
|
|
Article VII — General Matters |
12 |
7.1 |
Checks; Drafts; Evidences of Indebtedness |
12 |
7.2 |
Execution of Corporate Contracts and Instruments |
12 |
7.3 |
Stock Certificates; Partly Paid Shares |
12 |
7.4 |
Special Designation On Certificates |
13 |
7.5 |
Lost Certificates |
13 |
7.6 |
Construction; Definitions |
13 |
7.7 |
Dividends |
13 |
7.8 |
Fiscal Year |
13 |
7.9 |
Seal |
13 |
7.10 |
Transfer of Stock |
13 |
7.11 |
Stock Transfer Agreements |
13 |
7.12 |
Registered Shareholders |
13 |
7.13 |
Waiver of Notice |
14 |
7.14 |
Charitable Foundation |
14 |
7.15 |
Forum Selection |
14 |
|
|
|
Article VIII — Notice by Electronic Transmission |
14 |
8.1 |
Notice by Electronic Transmission |
14 |
8.2 |
Definition of Electronic Transmission |
15 |
8.3 |
Inapplicability |
15 |
|
|
|
Article IX — Indemnification of Directors and Officers |
15 |
9.1 |
Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation |
15 |
9.2 |
Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation |
15 |
9.3 |
Authorization of Indemnification |
16 |
9.4 |
Good Faith Defined |
16 |
9.5 |
Indemnification by A Court |
16 |
9.6 |
Expenses Payable In Advance |
16 |
9.7 |
Non-Exclusivity of Indemnification and Advancement of Expenses. |
16 |
9.8 |
Insurance |
17 |
9.9 |
Certain Definitions |
17 |
9.10 |
Survival of Indemnification and Advancement of Expenses. |
17 |
9.11 |
Limitation On Indemnification |
17 |
9.12 |
Indemnification of Employees and Agents |
17 |
9.13 |
Effect of Amendment or Repeal |
17 |
|
|
|
Article X — Amendments |
18 |
BYLAWS
OF
TURNONGREEN, INC.
ARTICLE I
CORPORATE OFFICES
1.1 Registered Office.
The registered office of TurnOnGreen, Inc. (the “Corporation”) shall be fixed in the Corporation’s Articles of
Incorporation, as the same may be amended and/or restated from time to time (as so amended and/or restated, the “Articles”).
1.2 Other Offices.
The Corporation’s Board of Directors (the “Board”) may at any time establish other offices at any place or places
where the Corporation is qualified to do business.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.1 Place of Meetings.
Meetings of shareholders shall be held at any place within or outside the State of Nevada as designated by the Board. The Board may, in
its sole discretion, determine that a meeting of shareholders shall not be held at any place, but may instead be held solely by means
of remote communication as authorized by Section 78.315 of the Nevada Revised Statutes (the “NRS”). In the absence
of any such designation or determination, shareholders’ meetings shall be held at the Corporation’s principal executive office.
2.2 Annual Meeting.
The annual meeting of shareholders shall be held each year on a date and at a time designated by the Board. At the annual meeting, directors
shall be elected and any other proper business may be transacted.
2.3 Special Meeting.
Unless otherwise required by law or the Articles, special meetings of the shareholders may be called at any time, for any purpose or purposes,
only by (i) the Board, (ii) the Chairman of the Board, (iii) the chief executive officer of the Corporation, or (iv) holders of more than
twenty percent (20%) of the total voting power of the outstanding shares of capital stock of the Corporation then entitled to vote.
If any person(s) other than the Board calls a special meeting, the request shall:
(a) be in writing;
(b) specify the general
nature of the business proposed to be transacted; and
(c) be
delivered personally or sent by registered mail or by facsimile transmission to the secretary of the Corporation.
Upon receipt of such a request, the Board shall determine the
date, time and place of such special meeting, which must be scheduled to be held on a date that is within ninety (90) days of receipt
by the secretary of the request therefor, and the secretary of the Corporation shall prepare a proper notice thereof. No business may
be transacted at such special meeting other than the business specified in the notice to shareholders of such meeting.
2.4 Notice of Shareholders’
Meetings. All notices of meetings of shareholders shall be sent or otherwise given in accordance with either Section 2.5 or Section
8.1 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to
vote at such meeting, except as otherwise required by applicable law. The notice shall specify the place, if any, date and hour of the
meeting, the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present in person and
vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Any previously scheduled
meeting of shareholders may be postponed, and, unless the Articles provides otherwise, any special meeting of the shareholders may be
cancelled by resolution duly adopted by a majority of the Board members then in office upon public notice given prior to the date previously
scheduled for such meeting of shareholders.
Whenever notice is required to be given, under the NRS, the
Articles or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required
and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person.
Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the
same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require
the filing of a certificate with the Secretary of State of Nevada, the certificate shall state, if such is the fact and if notice is required,
that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.
Whenever notice is required to be given, under any provision
of the NRS, the Articles or these bylaws, to any shareholder to whom (a) notice of two (2) consecutive annual meetings, or (b) all, and
at least two (2) payments (if sent by first-class mail) of dividends or interest on securities during a twelve (12) month period, have
been mailed addressed to such person at such person’s address as shown on the records of the Corporation and have been returned
undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without
notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to
the Corporation a written notice setting forth such person’s then current address, the requirement that notice be given to such
person shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate with
the Secretary of State of Nevada, the certificate need not state that notice was not given to persons to whom notice was not required
to be given pursuant to Section 78.370 of the NRS.
The exception in subsection (a) of the above paragraph to the
requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic
transmission.
2.5 Manner of Giving Notice; Affidavit
of Notice. Notice of any meeting of shareholders shall be given:
(a) if mailed, when
deposited in the United States mail, postage prepaid, directed to the shareholder at his or her address as it appears on the Corporation’s
records;
(b) if electronically
transmitted, as provided in Section 8.1 of these bylaws; or
(c) otherwise, when
delivered.
An affidavit of the secretary or an assistant secretary of the
Corporation or of the transfer agent or any other agent of the Corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.
Notice may be waived in accordance with Section 7.13 of these bylaws.
2.6 Quorum.
Unless otherwise provided in the Articles or required by law, shareholders representing a majority of the voting power of the issued and
outstanding capital stock of the Corporation, present in person or represented by proxy, shall constitute a quorum for the transaction
of business at all meetings of the shareholders. If such quorum is not present or represented at any meeting of the shareholders, then
the chairman of the meeting, or the shareholders representing a majority of the voting power of the capital stock at the meeting, present
in person or represented by proxy, shall have power to adjourn the meeting from time to time until a quorum is present or represented.
At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted
at the meeting as originally noticed. The shareholders present at a duly called meeting at which quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
2.7 Adjourned Meeting;
Notice. When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the
adjourned meeting if the time, place if any thereof, and the means of remote communications if any by which shareholders and proxy holders
may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken.
At the continuation of the adjourned meeting, the Corporation may transact any business that might have been transacted at the original
meeting. If the adjournment is for more than thirty (30) 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 shareholder of record entitled to vote at the meeting in accordance
with the provisions of Section 2.4 and 2.5 of these bylaws.
2.8 Administration
of the Meeting. Meetings of shareholders shall be presided over by the chairman of the Board or, in the absence thereof, by such person
as the chairman of the Board shall appoint, or, in the absence thereof or in the event that the chairman shall fail to make such appointment,
any officer of the Corporation elected by the Board. In the absence of the secretary of the Corporation, the secretary of the meeting
shall be such person as the chairman of the meeting appoints.
The Board shall, in advance of any meeting of shareholders,
appoint one (1) or more inspector(s), who may include individual(s) who serve the Corporation in other capacities, including without limitation
as officers, employees or agents, to act at the meeting of shareholders and make a written report thereof. The Board may designate one
(1) or more persons as alternate inspector(s) to replace any inspector, who fails to act. If no inspector or alternate has been appointed
or is able to act at a meeting of shareholders, the chairman of the meeting shall appoint one (1) or more inspector(s) to act at the meeting.
Each inspector, before discharging his or her duties, shall take and sign an oath to faithfully execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspector(s) or alternate(s) shall have the duties prescribed pursuant
to applicable law and/or regulations.
The Board shall be entitled to make such rules or regulations
for the conduct of meetings of shareholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations,
if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all
acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including without
limitation establishing an agenda of business of the meeting, rules or regulations to maintain order, restrictions on entry to the meeting
after the time fixed for commencement thereof and the fixing of the date and time of the opening and closing of the polls for each matter
upon which the shareholders will vote at a meeting (and shall announce such at the meeting).
2.9 Voting.
The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.11
of these bylaws, subject to Section 78.352 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section
78.365 (relating to voting trusts and other voting agreements) of the NRS.
Except as otherwise provided in the provisions of Section 78.350
of the NRS (relating to the fixing of a date for determination of shareholders of record) or these bylaws, each shareholder shall be entitled
to that number of votes for each share of capital stock held by such shareholder as set forth in the Articles.
In all matters, other than the election of directors and except
as otherwise required by law, the Articles or these bylaws, the affirmative vote of a majority of the voting power of the shares present
or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the shareholders. Directors shall
be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote
on the election of directors.
The shareholders of the Corporation shall not have the right
to cumulate their votes for the election of directors of the Corporation.
2.10 Shareholder
Action by Written Consent without a Meeting. Any action required or permitted to be taken at any Annual or Special Meeting of Shareholders
of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents 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 and shall
be delivered to the Corporation by delivery to its registered office in the State of Nevada, its principal place of business, or an officer
or agent of the Corporation having custody of the book in which proceedings of meetings of the shareholders are recorded. Delivery made
to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written
consent shall bear the date of signature of each shareholder who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by
this Section 2.10 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation
by delivery to its registered office in the State of Nevada, its principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of the shareholders are recorded. Any copy, facsimile or other reliable reproduction
of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing
could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders
who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action
were delivered to the Corporation as provided above in this Section 2.10.
Any action required or permitted to be taken by the shareholders
of the Corporation (if the Corporation has more than one shareholder at such time) must be effected at a duly called annual or special
meeting of shareholders of the Corporation and may not be effected by any consent in writing by such shareholders.
2.11 Record Date
for Shareholder Notice; Voting; Giving Consents. In order that the Corporation may determine the shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, 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 may fix, in advance, a record date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting,
nor more than sixty (60) days prior to any other such action.
If the Board does not fix a record date in accordance with these bylaws and applicable
law:
(a) The record date
for determining shareholders entitled to notice of or to vote at a meeting of shareholders 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.
(b) The
record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by
the Board is necessary, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken
is delivered to the Corporation.
(c) The
record date for determining shareholders 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 shareholders of record entitled to notice
of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a
new record date for the adjourned meeting.
2.12 Proxies.
Each shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for such shareholder by
proxy authorized by an instrument in writing or by a transmission permitted by law and filed with the secretary of the Corporation, but
no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A shareholder
may also authorize another person or persons to act for him, her or it as proxy in the manner(s) provided under Section 78.355 of the
NRS or as otherwise provided under Nevada law. The revocability of a proxy that states on its face that it is irrevocable shall be governed
by the provisions of Section 78.355 of the NRS.
2.13 List of Shareholders
Entitled to Vote. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each shareholder and the number of shares registered in the name of each shareholder. The Corporation shall
not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to
the examination of any shareholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting:
(i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with
the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal place of business.
In the event that the Corporation determines to make the list
available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to shareholders
of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any shareholder who is present. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any shareholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.
2.14 Advance Notice
of Shareholder Business. Only such business shall be conducted as shall have been properly brought before a meeting of the shareholders
of the Corporation. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (b) otherwise properly brought before the meeting by or at the direction of the Board,
or (c) a proper matter for shareholder action under the NRS that has been properly brought before the meeting by a shareholder (i) who
is a shareholder of record on the date of the giving of the notice provided for in this Section 2.14 and on the record date for the determination
of shareholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.14.
For such business to be considered properly brought before the meeting by a shareholder such shareholder must, in addition to any other
applicable requirements, have given timely notice in proper form of such shareholder’s intent to bring such business before such
meeting. To be timely, such shareholder’s notice must be delivered to or mailed and received by the secretary of the Corporation
at the principal executive offices of the Corporation not later than the close of business on the 90th day, nor earlier than the close
of business on the 120th day, prior to the anniversary date of the immediately preceding annual meeting; provided, however,
that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the shareholder to be timely must be so received not later than the close of
business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or public disclosure of
the date of the meeting was made, whichever occurs first.
To be in proper form, a shareholder’s notice to the secretary
shall be in writing and shall set forth:
(a) the
name and record address of the shareholder who intends to propose the business and the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by such shareholder;
(b) a
representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to introduce the business specified in the notice;
(c) a
brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the
annual meeting;
(d) any material interest
of the shareholder in such business; and
(e) any
other information that is required to be provided by the shareholder pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
Notwithstanding the foregoing, in order to include information
with respect to a shareholder proposal in the proxy statement and form of proxy for a shareholder’s meeting, shareholders must provide
notice as required by, and otherwise comply with the requirements of, the Exchange Act and the regulations promulgated thereunder.
No business shall be conducted at the annual meeting of shareholders
except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.14. The chairman of the
meeting may refuse to acknowledge the proposal of any business not made in compliance with the foregoing procedure.
2.15 Advance Notice
of Director Nominations. Only persons who are nominated in accordance with the following procedures shall be eligible for election
as directors of the Corporation, except as may be otherwise provided in the Articles with respect to the right of holders of Preferred
Stock of the Corporation to nominate and elect a specified number of directors. To be properly brought before an annual meeting of shareholders,
or any special meeting of shareholders called for the purpose of electing directors, nominations for the election of director must be
(a) specified in the notice of meeting (or any supplement thereto), (b) made by or at the direction of the Board (or any duly authorized
committee thereof) or (c) made by any shareholder of the Corporation (i) who is a shareholder of record on the date of the giving of the
notice provided for in this Section 2.15 and on the record date for the determination of shareholders entitled to vote at such meeting
and (ii) who complies with the notice procedures set forth in this Section 2.15.
In addition to any other applicable requirements, for a nomination
to be made by a shareholder, such shareholder must have given timely notice thereof in proper written form to the secretary of the Corporation.
To be timely, a shareholder’s notice to the secretary must be delivered to or mailed and received at the principal executive offices
of the Corporation, in the case of an annual meeting, in accordance with the provisions set forth in Section 2.14, and, in the case of
a special meeting of shareholders called for the purpose of electing directors, not later than the close of business on the tenth (10th)
day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting
was made, whichever first occurs.
To be in proper written form, a shareholder’s notice to the secretary must
set forth:
(a) as
to each person whom the shareholder proposes to nominate for election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by the person, (iv) a description of all arrangements or understandings
between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations
are to be made by the shareholder, and (v) any other information relating to such person that is required to be disclosed in solicitations
of proxies for elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including
without limitation such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a
director if elected); and
(b) as
to such shareholder giving notice, the information required to be provided pursuant to Section 2.14.
Subject to the rights of any holders of Preferred Stock of the
Corporation, no person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures
set forth in this Section 2.15. If the chairman of the meeting properly determines that a nomination was not made in accordance with the
foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall
be disregarded.
ARTICLE III
DIRECTORS
3.1 Powers.
Subject to the provisions of the NRS and any limitations in the Articles, 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.
3.2 Number of Directors.
Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the authorized
number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of at least three
members. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s
term of office expires.
3.3 Election, Qualification
and Term of Office of Directors. Except as provided in Section 3.4 and Section 3.13 of these bylaws, directors shall be elected at
each annual meeting of shareholders to hold office until the next annual meeting. Directors need not be shareholders unless so required
by the Articles or these bylaws. The Articles or these bylaws may prescribe other qualifications for directors. Each director, including
a director elected to fill a vacancy, shall hold office until such director’s successor is elected and qualified or until such director’s
earlier death, resignation or removal.
All elections of directors shall be by written ballot, unless
otherwise provided in the Articles. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted
by electronic transmission, provided that any such electronic transmission must be either set forth or be submitted with information from
which it can be determined that the electronic transmission was authorized.
3.4 Resignation
and Vacancies. Any director may resign at any time upon written notice or by electronic transmission to the chairman of the Board,
with a copy to the secretary of the Corporation.
Subject to the rights of the holders of any series of Preferred
Stock of the Corporation then outstanding and unless the Board otherwise determines, newly created directorships resulting from any increase
in the authorized number of directors, or any vacancies on the Board resulting from the death, resignation, retirement, disqualification,
removal from office or other cause shall, unless otherwise required by law, be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board, or by a sole remaining director. When one or more directors resigns
and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective,
and each director so chosen shall hold office as provided in this section in the filling of other vacancies.
3.5 Place of Meetings;
Meetings by Telephone. The Board may hold meetings, both regular and special, either within or outside the State of Nevada. Unless
otherwise restricted by the Articles or these bylaws, members of the Board, or any committee designated by the Board, may participate
in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the
meeting.
3.6 Regular Meetings.
Regular meetings of the Board may be held with at least two (2) business days prior notice at such time and at such place as shall from
time to time be determined by the Board.
3.7 Special Meetings;
Notice. Special meetings of the Board for any purpose or purposes may be called at any time by (i) the Board of Directors of the Corporation,
(ii) the Chairman of the Board of Directors of the Corporation, (iii) the Chief Executive Officer (or, in the absence of a Chief Executive
Officer, the President) of the Corporation, or (iv) a holder, or group of holders, of Common Stock holding more than twenty percent (20%)
of the total voting power of the outstanding shares of capital stock of the Corporation then entitled to vote. The person(s) authorized
to call special meetings of the Board may fix the place and time of the meeting.
Notice of the time and place of special meetings shall be:
(a) delivered personally
by hand, by courier or by telephone;
(b) sent by United States
first-class mail, postage prepaid;
(c) sent by facsimile;
or
(d) sent by electronic
mail,
directed to each director at that director’s address,
telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Corporation’s records.
If the notice is (i) delivered personally by hand, by courier
or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least twenty-four (24) hours
before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States
mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated either to the director or to
a person at the office of the director who the person giving notice has reason to believe will promptly communicate such notice to the
director. The notice need not specify the place of the meeting if the meeting is to be held at the Corporation’s principal executive
office nor the purpose of the meeting.
3.8 Quorum.
Except as otherwise required by law or the Articles, at all meetings of the Board, a majority of the authorized number of directors (as
determined pursuant to Section 3.2 of these bylaws) shall constitute a quorum for the transaction of business, except to adjourn as provided
in Section 3.11 of these bylaws. The vote of a majority of the directors present at any meeting at which a quorum is present shall be
the act of the Board, except as may be otherwise specifically provided by statute, the Articles or these bylaws.
3.9 Waiver of Notice.
Whenever notice is required to be given under any provisions of the NRS, the Articles or these bylaws, a written waiver thereof, signed
by the person entitled to notice, or a waiver by electronic transmission 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 solely 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 directors, or members of a committee of directors, need be specified in any written
waiver of notice or any waiver by electronic transmission unless so required by the Articles or these bylaws.
3.10 Board Action
by Written Consent without a Meeting. Unless otherwise restricted by the Articles or these bylaws, any action required or permitted
to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee,
as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
3.11 Adjourned Meeting;
Notice. If a quorum is not present at any meeting of the Board, then a majority of the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until a quorum is present.
3.12 Fees and Compensation
of Directors. Unless otherwise restricted by the Articles or these bylaws, the Board shall have the authority to fix the compensation
of directors.
3.13 Removal of
Directors. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director or the entire Board
may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting
power of the issued and outstanding shares of capital stock of the Corporation then entitled to vote in the election of directors.
3.14 Corporate Governance
Compliance. Without otherwise limiting the powers of the Board set forth in Section 3.1 and provided that shares of capital stock
of the Corporation are listed for trading on either the NASDAQ Stock Market (“NASDAQ”) or the New York Stock Exchange
or the NYSE American (in either case, “NYSE”), the Corporation shall comply with the corporate governance rules and
requirements of the NASDAQ or the NYSE, as applicable.
ARTICLE IV
COMMITTEES
4.1 Committees of
Directors. The Board may 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 the place of any such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the Board or in these bylaws, shall have and may exercise such lawfully delegable powers and duties as the Board
may confer. Each committee will comply with all applicable provisions of: the Sarbanes-Oxley Act of 2002, the rules and regulations of
the Securities and Exchange Commission, and the rules and requirements of NASDAQ or NYSE, as applicable, and will have the right to retain
independent legal counsel and other advisers at the Corporation’s expense.
4.2 Committee Minutes.
Each committee shall keep regular minutes of its meetings and report to the Board when required.
4.3 Meetings and Action of Committees.
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(a) Section 3.5 (place
of meetings and meetings by telephone);
(b) Section 3.6 (regular
meetings);
(c) Section 3.7 (special
meetings and notice);
(d) Section 3.8 (quorum);
(e) Section 3.9 (waiver
of notice);
(f) Section 3.10 (action
without a meeting); and
(g) Section 3.11 (adjournment
and notice of adjournment),
with such changes in the context of those bylaws as are necessary to substitute the
committee and its members for the Board and its members.
Notwithstanding the foregoing:
(a) the time of regular
meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(b) special meetings
of committees may also be called by resolution of the Board; and
(c) notice
of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the
committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.
4.4 Audit Committee.
The Board shall establish an Audit Committee whose principal purpose will be to oversee the Corporation’s and its subsidiaries’
accounting and financial reporting processes, internal systems of control, independent auditor relationships and audits of consolidated
financial statements of the Corporation and its subsidiaries. The Audit Committee will also determine the appointment of the independent
auditors of the Corporation and any change in such appointment and ensure the independence of the Corporation’s auditors. In addition,
the Audit Committee will assume such other duties and responsibilities as the Board may confer upon the committee from time to time.
4.5 Corporate Governance
and Nominating Committee. The Board shall establish a Corporate Governance and Nominating Committee whose principal duties will be
to assist the Board by identifying individuals qualified to become Board members consistent with criteria approved by the Board, to recommend
to the Board for its approval the slate of nominees to be proposed by the Board to the shareholders for election to the Board, to develop
and recommend to the Board the governance principles applicable to the Corporation, as well as such other duties and responsibilities
as the Board may confer upon the committee from time to time. In the event the Corporate Governance and Nominating Committee will not
be recommending a then incumbent director for inclusion in the slate of nominees to be proposed by the Board to the shareholders for election
to the Board, and provided such incumbent director has not notified the Committee that he or she will be resigning or that he or she does
not intend to stand for re-election to the Board, then, in the case of an election to be held at an annual meeting of shareholders, the
Committee will recommend the slate of nominees to the Board at least thirty (30) days prior to the latest date required by the provisions
of Sections 2.14 and 2.15 of these bylaws for shareholders to submit nominations for directors at such annual meeting, or in the case
of an election to be held at a special meeting of shareholders, at least ten (10) days prior to the latest date required by the provisions
of Sections 2.14 and 2.15 of these bylaws for shareholders to submit nominations for directors at such special meeting.
4.6 Compensation
Committee. The Board shall establish a Compensation Committee whose principal duties will be to review employee compensation policies
and programs as well as the compensation of the chief executive officer and other executive officers of the Corporation, to recommend
to the Board a compensation program for outside Board members, as well as such other duties and responsibilities as the Board may confer
upon the committee from time to time.
ARTICLE V
OFFICERS
5.1 Officers.
The officers of the Corporation shall be a chief executive officer and a secretary. The Corporation may also have, at the discretion of
the Board, a chairman of the Board, an executive chairman of the Board, one or more presidents, a chief financial officer, a treasurer,
one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries,
and any such other officers as may be appointed in accordance with the provisions of these bylaws.
Any number of offices may be held by the same person, provided,
however, that, except as provided in Section 5.6 below, the chairman of the Board shall not hold any other office of the Corporation.
5.2 Appointment
of Officers. The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with
the provisions of Sections 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. Each officer
shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. A failure to
elect officers shall not dissolve or otherwise affect the Corporation.
5.3 Subordinate
Officers. The Board may appoint, or empower the chief executive officer of the Corporation, to appoint, such other officers and agents
as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority,
and perform such duties as are provided in these bylaws or as the Board may from time to time determine.
5.4 Removal and
Resignation of Officers. Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board
at any regular or special meeting of the Board or, except in the case of an officer appointed by the Board, by any officer upon whom such
power of removal has been conferred by the Board.
Any officer may resign at any time by giving written notice
to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that
notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective.
Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
5.5 Vacancies in
Offices. Any vacancy occurring in any office of the Corporation shall be filled by the Board or as provided in Section 5.2.
5.6 Chairman of
the Board. The chairman of the Board shall be a member of the Board and, if present, preside at meetings of the Board and exercise
and perform such other powers and duties as may from time to time be assigned to him or her by the Board or as may be prescribed by these
bylaws.
5.7 Chief Executive
Officer. Subject to the control of the Board and any supervisory powers the Board may give to the chairman of the Board, the chief
executive officer shall have general supervision, direction, and control of the business and affairs of the Corporation and shall see
that all orders and resolutions of the Board are carried into effect. The chief executive officer shall, together with any president or
presidents of the Corporation, also perform all duties incidental to this office that may be required by law and all such other duties
as are properly required of this office by the Board of Directors. The chief executive officer shall serve as chairman of and preside
at all meetings of the shareholders. In the absence of the chairman of the Board, the chief executive officer shall preside at all meetings
of the Board.
5.8 Presidents.
Subject to the control of the Board and any supervisory powers the Board may give to the chairman of the Board, any president or presidents
of the Corporation shall, together with the chief executive officer, have general supervision, direction, and control of the business
and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. A president shall have
such other powers and perform such other duties as from time to time may be prescribed for him or her by the Board, these bylaws, the
chief executive officer, or the chairman of the Board.
5.9 Vice Presidents.
In the absence or disability of any president, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked,
a vice president designated by the Board, shall perform all the duties of a president. When acting as a president, the appropriate vice
president shall have all the powers of, and be subject to all the restrictions upon, that president. The vice presidents shall have such
other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board, these bylaws, the
chairman of the Board, the chief executive officer or, in the absence of a chief executive officer, any president.
5.10 Secretary.
The secretary shall keep or cause to be kept, at the principal executive office of the Corporation or such other place as the Board may
direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders. The minutes shall show:
(a) the time and place
of each meeting;
(b) whether regular
or special (and, if special, how authorized and the notice given);
(c) the names of those
present at directors’ meetings or committee meetings;
(d) the number of shares
present or represented at shareholders’ meetings; and
(e) the proceedings
thereof.
The secretary shall keep, or cause to be kept, at the principal executive office
of the Corporation or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board,
a share register, or a duplicate share register showing:
(a) the names of all
shareholders and their addresses;
(b) the number and classes
of shares held by each;
(c) the number and date
of certificates evidencing such shares; and
(d) the number and date
of cancellation of every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board required to be given by law or by these bylaws. The secretary shall keep the seal of the
Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by
the Board or by these bylaws.
5.11 Chief Financial
Officer. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records
of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any
director.
The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the Corporation with such depositories as the Board may designate. The chief financial officer
shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the chief executive officer or, in the absence
of a chief executive officer, any president and directors, whenever they request it, an account of all his or her transactions as chief
financial officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may
be prescribed by the Board or these bylaws.
The chief financial officer may be the treasurer of the Corporation.
5.12 Treasurer.
The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties
and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director.
The treasurer shall deposit all moneys and other valuables in
the name and to the credit of the Corporation with such depositories as the Board may designate. The treasurer shall disburse the funds
of the Corporation as may be ordered by the Board, shall render to the chief executive officer or, in the absence of a chief executive
officer, any president and the directors, whenever they request it, an account of all his or her transactions as treasurer and of the
financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board or
these bylaws.
5.13 Assistant Secretary.
The assistant secretary, or, if there is more than one, the assistant secretaries in the order determined by the Board (or if there be
no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of the secretary’s
inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have
such other powers as may be prescribed by the Board or these bylaws.
5.14 Assistant Treasurer.
The assistant treasurer, or, if there is more than one, the assistant treasurers, in the order determined by the Board (or if there be
no such determination, then in the order of their election), shall, in the absence of the chief financial officer or treasurer or in the
event of the chief financial officer’s or treasurer’s inability or refusal to act, perform the duties and exercise the powers
of the chief financial officer or treasurer, as applicable, and shall perform such other duties and have such other powers as may be prescribed
by the Board or these bylaws.
5.15 Representation
of Shares of Other Corporations. The chairman of the Board, the chief executive officer, any president, any vice president, the treasurer,
the secretary or assistant secretary of this Corporation, or any other person authorized by the Board, the chief executive officer, a
president or a vice president, is authorized to vote, represent, and exercise on behalf of this Corporation all rights incident to any
and all shares or other equity interests of any other Corporation or entity standing in the name of this Corporation. The authority granted
herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed
by such person having the authority.
5.16 Authority and
Duties of Officers. In addition to the foregoing authority and duties, all officers of the Corporation shall respectively have such
authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board.
ARTICLE VI
RECORDS AND REPORTS
6.1 Maintenance
and Inspection of Records. The Corporation shall, either at its principal executive office or at such place or places as designated
by the Board, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder,
a copy of these bylaws, as may be amended to date, minute books, accounting books and other records.
Any such records maintained by the Corporation may be kept on,
or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into
clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person
entitled to inspect such records pursuant to the provisions of the NRS. When records are kept in such manner, a clearly legible paper
form produced from or by means of the information storage device or method shall be admissible in evidence, and accepted for all other
purposes, to the same extent as an original paper form accurately portrays the record.
Any shareholder of record, in person or by attorney or other
agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect
for any proper purpose the Corporation’s stock ledger, a list of its shareholders, and its other books and records and to make copies
or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a shareholder. In every
instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied
by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the shareholder. The demand
under oath shall be directed to the Corporation at its registered office in Nevada or at its principal executive office.
6.2 Inspection by
Directors. Any director shall have the right to examine the Corporation’s stock ledger, a list of its shareholders, and its
other books and records for a purpose reasonably related to his or her position as a director.
ARTICLE VII
GENERAL MATTERS
7.1 Checks; Drafts;
Evidences of Indebtedness. From time to time, the Board shall determine by resolution which person or persons may sign or endorse
all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable
to the Corporation, and only the persons so authorized shall sign or endorse those instruments.
7.2 Execution of
Corporate Contracts and Instruments. Except as otherwise provided in these bylaws, the Board, or any officers of the Corporation authorized
thereby, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of
and on behalf of the Corporation; such authority may be general or confined to specific instances.
7.3 Stock Certificates;
Partly Paid Shares. The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution
or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption
of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of uncertificated shares
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, or
any president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such Corporation
representing the number of shares registered in certificate form. Any or all of the signatures 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 has ceased
to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of issue.
The Corporation may issue the whole or any part of its shares
as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate
issued to represent any such partly paid shares, and upon the books and records of the Corporation in the case of uncertificated partly
paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration
of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon
the basis of the percentage of the consideration actually paid thereon.
7.4 Special Designation
on Certificates. If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then
the powers, designations, preferences, and relative, participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized
on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however,
that, except as otherwise provided in Section 78.242 of the NRS, in lieu of the foregoing requirements there may be set forth on the face
or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation
will furnish without charge to each shareholder who so requests the powers, designations, preferences, and relative, participating, optional
or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
7.5 Lost Certificates.
Except as provided in this Section 7.6, no new certificates for shares shall be issued to replace a previously issued certificate unless
the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated
shares 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 or uncertificated shares.
7.6 Construction;
Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the NRS shall
govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the
plural number includes the singular, and the term “person” includes both a Corporation and a natural person.
7.7 Dividends.
The Board, subject to any restrictions contained in either (i) the NRS, or (ii) the Articles, may declare and pay dividends upon the shares
of its capital stock. Dividends may be paid in cash, in property, or in shares of the Corporation’s capital stock. The Board may
set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish
any such reserve.
7.8 Fiscal Year.
The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.
7.9 Seal. The
Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate
seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
7.10 Transfer of
Stock. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with
Section 7.5 of these bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before
a new certificate is issued therefore. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.
7.11 Stock Transfer
Agreements. The Corporation shall have power to enter into and perform any agreement with any number of shareholders of any one or
more classes or series of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes
or series owned by such shareholders in any manner not prohibited by the NRS.
7.12 Registered Shareholders. The
Corporation:
(a) shall
be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote
as such owner;
(b) shall
be entitled to hold liable for calls and assessments on partly paid shares the person registered on its books as the owner of shares;
and
(c) shall
not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or
not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
7.13 Waiver of Notice.
Whenever notice is required to be given under any provision of the NRS, the Articles or these bylaws, a written waiver, signed by the
person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of
the event for which notice is to be given, 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 solely 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 shareholders need be specified in any written waiver of notice
or any waiver by electronic transmission unless so required by the Articles or these bylaws.
7.14 Charitable
Foundation. The establishment by the Corporation of a charitable foundation will require Board approval, as will contributions by
the Corporation to the foundation and disbursements by the foundation. The Board may delegate authority over the foundation to one or
more persons who are not directors of the Corporation with the approval of two-thirds of the members of the Board.
7.15 Forum Selection.
Unless the Corporation consents in writing to the selection of an alternative forum, the federal or state courts located in Clark County,
Nevada, shall be the sole and exclusive fora for: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any
action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation
or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the NRS, the Articles
or these Bylaws of the Corporation or (iv) any action asserting a claim governed by the internal affairs doctrine as such doctrine exists
under the law of the State of Nevada. However, this sole and exclusive forum provision will not apply in those instances where there is
exclusive federal jurisdiction, including but not limited to actions arising under the Securities Act or the Exchange Act, in all cases
to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable parties named as defendants.
This paragraph of Article VII shall not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of
1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction. Unless the Corporation consents in writing
to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity
holding, owning or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consent to
the provisions of this Certificate of Incorporation.
ARTICLE VIII
NOTICE BY ELECTRONIC TRANSMISSION
8.1 Notice by Electronic
Transmission. Without limiting the manner by which notice otherwise may be given effectively to shareholders pursuant to the NRS,
the Articles or these bylaws, any notice to shareholders given by the Corporation under any provision of the NRS, the Articles or these
bylaws shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given. Any
such consent shall be revocable by the shareholder by written notice to the Corporation. Any such consent shall be deemed revoked if:
(a) the
Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent;
and
b) such
inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent, or other person responsible
for the giving of notice.
However, the inadvertent failure to treat such inability as
a revocation shall not invalidate any meeting or other action. Any notice given pursuant to the preceding paragraph shall be deemed given:
(a) if
by facsimile telecommunication, when directed to a number at which the shareholder has consented to receive notice;
(b) if
by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice;
(c) if
by a posting on an electronic network together with separate notice to the shareholder of such specific posting, upon the later of (A)
such posting and (B) the giving of such separate notice; and
(d) if
by any other form of electronic transmission, when directed to the shareholder.
An affidavit of the secretary or an assistant secretary or of
the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.
8.2 Definition Of
Electronic Transmission. An “electronic transmission” means any form of communication, not directly involving the physical
transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly
reproduced in paper form by such a recipient through an automated process.
8.3 Inapplicability.
Notice by a form of electronic transmission shall not apply to Section 78.220 (subscriptions for corporate shares: Payment; default; irrevocability),
Section 78.685 (action on creditors’ claims; appeal of disallowed claims), Section 78.730 (Renewal or revival: Procedure; fee;
certificate as evidence) or Section 31.050 (Attachment of shares of stock, debts due defendant and other property) of the NRS.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
9.1 Power to Indemnify
in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation. Subject to Section 9.3 of this Article IX,
the Corporation shall indemnify, to the fullest extent permitted by the NRS, as now or hereafter in effect, any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person (or
the legal representative of such person) is or was a director or officer of the Corporation or any predecessor of the Corporation, or
is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent
of another Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s
conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
9.2 Power to Indemnify
in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 9.3 of this Article IX, the Corporation
shall indemnify, to the fullest extent permitted by the NRS, as now or hereafter in effect, any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that such person (or the legal representative of such person) is or was a director or officer of the
Corporation or any predecessor of the Corporation, or is or was a director or officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
9.3 Authorization
of Indemnification. Any indemnification under this Article IX (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because
such person has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2 of this Article IX, as the case may be.
Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority
vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of
such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors,
or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the shareholders (but only if a majority
of the directors who are not parties to such action, suit or proceeding, if they constitute a quorum of the board of directors, presents
the issue of entitlement to indemnification to the shareholders for their determination). Such determination shall be made, with respect
to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To
the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the
necessity of authorization in the specific case.
9.4 Good Faith Defined.
For purposes of any determination under Section 9.3 of this Article IX, to the fullest extent permitted by applicable law, a person shall
be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of
the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s
conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise,
or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on
the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation
or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by
the Corporation or another enterprise. The term “another enterprise” as used in this Section 9.4 shall mean any other Corporation
or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request
of the Corporation as a director, officer, employee or agent. The provisions of this Section 9.4 shall not be deemed to be exclusive or
to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section
9.1 or 9.2 of this Article IX, as the case may be.
9.5 Indemnification
by a Court. Notwithstanding any contrary determination in the specific case under Section 9.3 of this Article IX, and notwithstanding
the absence of any determination thereunder, any director or officer may apply to the Court of Chancery in the State of Nevada for indemnification
to the extent otherwise permissible under Sections 9.1 and 9.2 of this Article IX. The basis of such indemnification by a court shall
be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has
met the applicable standards of conduct set forth in Section 9.1 or 9.2 of this Article IX, as the case may be. Neither a contrary determination
in the specific case under Section 9.3 of this Article IX nor the absence of any determination thereunder shall be a defense to such application
or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of
any application for indemnification pursuant to this Section 9.5 shall be given to the Corporation promptly upon the filing of such application.
If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting
such application.
9.6 Expenses Payable
in Advance. To the fullest extent not prohibited by the NRS, or by any other applicable law, expenses incurred by a person who is
or was a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid
by the Corporation in advance of the final disposition of such action, suit or proceeding; provided, however, that if the NRS requires,
an advance of expenses incurred by any person in his or her capacity as a director or officer (and not in any other capacity) shall be
made only upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the Corporation as authorized in this Article IX.
9.7 Non-Exclusivity
of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to
this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may
be entitled under the Articles, any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action
in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation
that indemnification of the persons specified in Sections 9.1 and 9.2 of this Article IX shall be made to the fullest extent permitted
by law. The provisions of this Article IX shall not be deemed to preclude the indemnification of any person who is not specified in Section
9.1 or 9.2 of this Article IX but whom the Corporation has the power or obligation to indemnify under the provisions of the NRS, or otherwise.
The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or
agents respecting indemnification and advances, to the fullest extent not prohibited by the NRS, or by any other applicable law.
9.8 Insurance.
To the fullest extent permitted by the NRS or any other applicable law, the Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the Corporation, or is or was a director, officer, employee or agent
of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power
or the obligation to indemnify such person against such liability under the provisions of this Article IX.
9.9 Certain Definitions.
For purposes of this Article IX, references to the “ Corporation” shall include, in addition to the resulting Corporation,
any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a
director or officer of such constituent Corporation, or is or was a director or officer of such constituent Corporation serving at the
request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article IX with respect
to the resulting or surviving Corporation as such person would have with respect to such constituent Corporation if its separate existence
had continued. For purposes of this Article IX, references to “fines” shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any
service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or
officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner
such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article IX.
9.10 Survival of
Indemnification and Advancement of Expenses. The rights to indemnification and advancement of expenses conferred by this Article IX
shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, administrators
and other personal and legal representatives of such a person.
9.11 Limitation
On Indemnification. Notwithstanding anything contained in this Article IX to the contrary, except for proceedings to enforce rights
to indemnification (which shall be governed by Section 9.5 hereof), the Corporation shall not be obligated to indemnify any director or
officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized
or consented to by the board of directors of the Corporation.
9.12 Indemnification
of Employees and Agents. The Corporation may, to the extent authorized from time to time by the board of directors, provide rights
to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article
IX to directors and officers of the Corporation.
9.13 Effect of Amendment
or Repeal. Neither any amendment or repeal of any Section of this Article IX, nor the adoption of any provision of the Articles or
the bylaws inconsistent with this Article IX, shall adversely affect any right or protection of any director, officer, employee or other
agent established pursuant to this Article IX existing at the time of such amendment, repeal or adoption of an inconsistent provision,
including without limitation by eliminating or reducing the effect of this Article IX, for or in respect of any act, omission or other
matter occurring, or any action or proceeding accruing or arising (or that, but for this Article IX, would accrue or arise), prior to
such amendment, repeal or adoption of an inconsistent provision.
ARTICLE X
AMENDMENTS
The bylaws of the Corporation may be adopted, amended or repealed
by a majority of the voting power of the shareholders entitled to vote; provided, however, that the Corporation may, in its Articles,
also confer the power to adopt, amend or repeal bylaws upon the Board. The fact that such power has been so conferred upon the Board shall
not divest the shareholders of the power, nor limit their power to adopt, amend or repeal bylaws.
* * * * *
TURNONGREEN, INC.
a Nevada Corporation
CERTIFICATE OF ADOPTION OF BYLAWS
The undersigned hereby certifies that he or she is the duly
elected, qualified, and acting Chief Executive Officer of TurnOnGreen, Inc., a Nevada Corporation, and that the foregoing bylaws, comprising
eighteen (18) pages, were adopted as the Corporation’s bylaws as of October __, 2022, by the Corporation’s board of directors.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this __th day of October, 2022.
/s/Amos Kohn |
|
Amos Kohn |
|
Chief Executive Officer |
|