AMENDED AND RESTATED BYLAWS


OF


T3 MOTION, INC.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



    	 



    	 



    

 


	TABLE OF CONTENTS	 
	 	 	Page
	ARTICLE I	OFFICES	1
	Section 1.01	REGISTERED OFFICE	1
	Section 1.02	PRINCIPAL OFFICE	1
	Section 1.03	OTHER OFFICES	1
	ARTICLE II       MEETING OF STOCKHOLDERS	 	1
	Section 2.01	ANNUAL MEETINGS	1
	Section 2.02	SPECIAL MEETINGS	1
	Section 2.03	PLACE OF MEETINGS	2
	Section 2.04	NOTICE OF MEETINGS	2
	Section 2.05	QUORUM	2
	Section 2.06	VOTING	3
	Section 2.07	LIST OF STOCKHOLDERS	4
	Section 2.08	INSPECTOR OF ELECTION	4
	Section 2.09	STOCKHOLDER ACTION WITHOUT MEETINGS	4
	Section 2.10	RECORD DATE	5
	ARTICLE III       BOARD OF DIRECTORS	 	5
	Section 3.01	GENERAL POWERS	5
	Section 3.02	NUMBER AND TERM	5
	Section 3.03	ELECTION OF DIRECTORS	6
	Section 3.04	RESIGNATION AND REMOVAL	6
	Section 3.05	VACANCIES	6
	Section 3.06	PLACE OF MEETING; TELEPHONE CONFERENCE MEETING	6
	Section 3.07	FIRST MEETING	7
	Section 3.08	REGULAR MEETINGS	7
	Section 3.09	SPECIAL MEETINGS	7
	Section 3.10	QUORUM AND ACTION	7
	Section 3.11	ACTION BY CONSENT	7
	Section 3.12	COMPENSATION	8
	Section 3.13	COMMITTEES	8


 


 


 


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	 	 	Page
	Section 3.14	OFFICERS OF THE BOARD	8
	ARTICLE IV       OFFICERS	 	8
	Section 4.01	OFFICERS	8
	Section 4.02	ELECTION AND TERM	9
	Section 4.03	SUBORDINATE OFFICERS	9
	Section 4.04	REMOVAL AND RESIGNATION	9
	Section 4.05	VACANCIES	9
	Section 4.06	CHAIRMAN OF THE BOARD	9
	Section 4.07	CHIEF EXECUTIVE OFFICER	9
	Section 4.08	PRESIDENT	10
	Section 4.09	VICE PRESIDENT	10
	Section 4.10	SECRETARY	10
	Section 4.11	TREASURER	11
	Section 4.12	COMPENSATION	11
	ARTICLE V       CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC	11
	Section 5.01	EXECUTION OF CONTRACTS	11
	Section 5.02	CHECKS, DRAFTS, ETC	11
	Section 5.03	DEPOSIT	12
	Section 5.04	GENERAL AND SPECIAL BANK ACCOUNTS	12
	ARTICLE VI       SHARES AND THEIR TRANSFER	 	12
	Section 6.01	CERTIFICATES FOR STOCK	12
	Section 6.02	TRANSFER OF STOCK	13
	Section 6.03	REGULATIONS	13
	Section 6.04	LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES	13
	Section 6.05	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	13
	ARTICLE VII      INDEMNIFICATION	 	14
	Section 7.01	ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION	14


 


 


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	 	 	Page
	Section 7.02	ACTIONS BY OR IN THE RIGHT OF THE CORPORATION	14
	Section 7.03	DETERMINATION OF RIGHT OF IDEMNIFICATION	14
	Section 7.04	INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY	15
	Section 7.05	ADVANCE OF EXPENSES	15
	Section 7.06	OTHER RIGHTS AND REMEDIES	15
	Section 7.07	INSURANCE	15
	Section 7.08	CONSTITUENT CORPORATIONS	15
	Section 7.09	EMPLOYEE BENEFIT PLANS	16
	Section 7.10	TERM	16
	Section 7.11	SEVERABILITY	16
	ARTICLE VIII     MISCELLANEOUS	 	16
	Section 8.01	SEAL	16
	Section 8.02	WAIVER OF NOTICES	16
	Section 8.03	LOANS AND GUARANTIES	17
	Section 8.04	GENDER	17
	Section 8.05	AMENDMENTS	17


 


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Bylaws


 


 


of


 


 


T3 Motion, Inc. 


a Delaware corporation


 


 


ARTICLE I


 


OFFICES



 


Section 1.01  REGISTERED OFFICE. The
registered office of T3 Motion, Inc. (hereinafter called the "Corporation") shall be at such place in the State of Delaware
as shall be designated by the Board of Directors (hereinafter called the "Board").


 


Section 1.02  PRINCIPAL OFFICE. The principal
office for the transaction of the business of the Corporation shall be at such location, within or without the State of Delaware,
as shall be designated by the Board.


 


Section 1.03  OTHER OFFICES. The Corporation
may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board
may from time to time determine or as the business of the Corporation may require.


 


 


ARTICLE II


 


 MEETINGS OF STOCKHOLDERS


 


Section 2.01  ANNUAL MEETINGS.
Annual meetings of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other
proper business as may come before such meetings may be held at such time, date and place as the Board shall determine by resolution.


 


Section 2.02 SPECIAL
MEETINGS. Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the
Board, or by a committee of the Board which has been duly designated by the Board and whose powers and authority, as provided
in a resolution of the Board or in the Bylaws, include the power to call such meetings, or by one or more stockholders holding
shares in the aggregate entitled to cast not less than 20% of the votes at that meeting, but such special meetings may not be
called by any other person or persons; provided, however, that if and to the extent that any special meeting of stockholders may
be called by any other person or persons specified in any provisions of the Certificate of Incorporation or any amendment thereto
or any certificate filed under Section 151(g) of the General Corporation Law of the State of Delaware (or its successor statute
as in effect from time to time hereafter), then such special meeting may also be called by the person or persons, in the manner,
at the time and for the purposes so specified.


 



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Section 2.03 PLACE OF
MEETINGS. All meetings of the stockholders shall be held at such places, within or without the State of Delaware, as may from time
to time be designated by the person or persons calling the respective meetings and specified in the respective notices or waivers
of notice thereof.


 


Section 2.04 NOTICE OF
MEETINGS. Except as otherwise required by law, notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled
to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in
the United States mail, in a postage prepaid envelope, directed to him at his address furnished by him to the Secretary of the
Corporation for such purpose or, if he shall not have furnished to the Secretary his address for such purpose, then at his address
last known to the Secretary, or by transmitting a notice thereof to him at such address by telegraph, cable or wireless. Except
as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required. Every
notice of a meeting of the stockholders shall state the place, date and hour of the meeting, and, in the case of a special meeting
shall also state the purpose or purposes for which the meeting is called. Except as otherwise expressly required by law, notice
of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which
the adjournment is taken.


 


Whenever notice is required
to be given to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking
of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or
(ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve month
period, have been mailed addressed to such person at his 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 have been 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 his then current address, the requirement that notice be given
to such person shall be reinstated.


 


No notice need be given to any person with
whom communication is unlawful, nor shall there be any duty to apply for any permanent or license to give notice to any such person.


 


Section 2.05 QUORUM.
Except as provided by law, the holders of record of a majority in voting interest of the shares of stock of the Corporation entitled
to be voted, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders
of the Corporation or any adjournment thereof. The stockholders present at a duly called or held meeting at which a quorum is present
may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present
in person or by proxy and entitled to vote thereat or, in the absence therefrom of all the stockholders, any officer entitled to
preside at or to act as secretary of such meeting may adjourn such meeting from time to time. At any such adjourned meeting at
which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.


 



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Section 2.06 VOTING.


 


(a)           At each meeting of the stockholders, each stockholder shall
be entitled to vote in person or by proxy each share or fractional share of the stock of the Corporation which has voting rights
on the matter in question and which shall have been held by him and registered in his name on the books of the Corporation:


 


(i)        on
the date fixed pursuant to Section 2.10 of these Bylaws as the record date for the determination of stockholders entitled to notice
of and to vote at such meeting, or


 


(ii)       if
no such record date shall have been so fixed, then (A) at the close of business on the day next preceding the day on which notice
of the meeting shall be given or (B) if notice of the meeting shall be waived, at the close of business on the day next preceding
the day on which the meeting shall be held.


 


(b)           Shares
of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election
of directors in such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor
be counted for quorum purposes. Persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such
stock. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation
he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such
stock and vote thereon. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or with respect to which two
or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the General Corporation
Law of Delaware.


 


(c)           Any
such voting rights may be exercised by the stockholder entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting;
provided, however, that no proxy shall be voted or acted upon after three years from its date unless said proxy shall provide for
a longer period. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect
of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of the proxy. At any
meeting of the stockholders all matters, except as otherwise provided in the Certificate of Incorporation, in these Bylaws or by
law, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled
to vote thereat and thereon. The stockholders present at a duly called or held meeting at which a quorum is present may continue
to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. The vote at
any meeting of the stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a
vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy if there be such proxy, and it shall state
the number of shares voted.


 



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Section 2.07 LIST OF
STOCKHOLDERS. The Secretary of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination
of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days
prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the entire duration thereof, and may be inspected by any stockholder who is present.


 


Section 2.08 INSPECTOR
OF ELECTION. If at any meeting of the stockholders a vote by written ballot shall be taken on any question, the chairman of such
meeting may appoint an inspector or inspectors of election to act with respect to such vote. Each inspector so appointed shall
first subscribe an oath faithfully to execute the duties of an inspector at such meeting with strict impartiality and according
to the best of his ability. Such inspectors shall decide upon the qualification of the voters and shall report the number of shares
represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and, when the voting is completed,
shall ascertain and report the number of shares voted respectively for and against the question. Reports of the inspectors shall
be in writing and subscribed and delivered by them to the Secretary of the Corporation. Inspectors need not be stockholders of
the Corporation, and any officer of the Corporation may be an inspector on any question other than a vote for or against a proposal
in which he shall have a material interest.


 


Section 2.09 STOCKHOLDER
ACTION WITHOUT MEETINGS. Any action required by the General Corporation Law of the State of Delaware to be taken at any annual
or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders,
may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken
shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders
who have not consented in writing.


 



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Section 2.10 RECORD DATE.
In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date: (i)
in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless
otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (ii) in the case of determination
of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from
the date upon which the resolution fixing the record date is adopted by the Board; and (iii) in the case of any other action, shall
not be more than sixty days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting
is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a
meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior
action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking
such prior action; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the
Board may fix a new record date for the adjourned meeting.


 


ARTICLE III


 


BOARD OF DIRECTORS


 


Section 3.01  GENERAL
POWERS. The property, business and affairs of the Corporation shall be managed by or under the direction of the Board, which may
exercise all of the powers of the Corporation, except such as are by the Certificate of Incorporation, by these Bylaws or by law
conferred upon or reserved to the stockholders.


 



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Section 3.02 NUMBER AND
TERM. The authorized number of directors of the Corporation shall be established from time to time by the Board. Until changed
by an amendment to this Section 3.02, the authorized number of directors of the Corporation shall be seven (7). Directors need
not be stockholders of the Corporation. Each director shall hold office until a successor is elected and qualified or until the
director resigns or is removed.


 


Section 3.03 ELECTION OF DIRECTORS. The directors
shall be elected by the stockholders of the Corporation, and at each election the persons receiving the greatest number of votes,
up to the number of directors then to be elected, shall be the persons then elected. The election of directors is subject to any
provisions contained in the Certificate of Incorporation relating thereto, including any provisions for a classified board.


 


Section 3.04 RESIGNATION AND REMOVAL. Any
director of the Corporation may resign at any time upon notice given in writing or by electronic transmission to the Board or to
the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time is not
specified, it shall take effect immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.


 


Except as otherwise provided by the Certificate
of Incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders
of a majority of shares then entitled to vote at an election of directors.


 


Section 3.05 VACANCIES.
Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation,
disqualification, an increase in the number of directors, or any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum, or by a sole remaining director. Each director so chosen to fill a vacancy shall hold office
until his successor shall have been elected and shall qualify or until he shall resign or shall have been removed. No reduction
of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.


 


Upon the resignation
of one or more directors from the Board, effective at a future date, a majority of the directors then in office, including those
who have so resigned, shall have the 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 hereinabove in the filling of
other vacancies.


 


Section 3.06 PLACE OF
MEETING; TELEPHONE CONFERENCE MEETING. The Board may hold any of its meetings at such place or places within or without the State
of Delaware as the Board may from time to time by resolution designate or as shall be designated by the person or persons calling
the meeting or in the notice or waiver of notice of any such meeting. Directors may participate in any regular or special meeting
of the Board by means of conference telephone or similar communications equipment pursuant to which all persons participating in
the meeting of the Board can hear each other, and such participation shall constitute presence in person at such meeting.


 



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Section 3.07 FIRST MEETING. The Board shall
meet as soon as practicable after each annual election of directors and notice of such first meeting shall not be required.


 


Section 3.08 REGULAR
MEETINGS. Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be
held at the same hour and place on the next succeeding business day which is not a legal holiday. Except as provided by law, notice
of regular meetings need not be given.


 


Section 3.09 SPECIAL
MEETINGS. Special meetings of the Board may be called at any time by the Chairman of the Board or the President or by any two (2)
directors, to be held at the principal office of the Corporation, or at such other place or places, within or without the State
of Delaware, as the person or persons calling the meeting may designate.


 


Notice of the time and
place of special meetings shall be given to each director either (i) by mailing or otherwise sending to him a written notice of
such meeting, charges prepaid, addressed to him at his address as it is shown upon the records of the Corporation, or if it is
not so shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly
held, at least seventy-two (72) hours prior to the time of the holding of such meeting; or (ii) by oral or electronic notice of
such meeting at least forty-eight (48) hours prior to the time of the holding of such meeting. Either of the notices as above provided
shall be due, legal and personal notice to such director.


 


Section 3.10 QUORUM AND
ACTION. Except as otherwise provided in these Bylaws or by law, the presence of a majority of the authorized number of directors
shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be
decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present. In the absence
of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present.
Notice of any adjourned meeting need not be given. The directors shall act only as a Board, and the individual directors shall
have no power as such.


 


Section 3.11 ACTION BY
CONSENT. 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 of such committee, as the case may be, consent thereto in writing or by electronic transmission(s),
and such written consent or electronic transmission(s) are filed with the minutes of proceedings of the Board or such committee.
Such action by written consent or electronic transmission shall have the same force and effect as the unanimous vote of such directors.


 



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Section 3.12 COMPENSATION.
No stated salary need be paid to directors, as such, for their services but, as fixed from time to time by resolution of the Board,
the directors may receive directors' fees, compensation and reimbursement for expenses for attendance at directors' meetings, for
serving on committees and for discharging their duties; provided that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving compensation therefor.


 


Section 3.13 COMMITTEES.
The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member
of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such
absent or disqualified member. Any such committee, to the extent permitted by law and provided in the resolution of the Board,
shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which may require it.


 


Unless the Board otherwise provides, each
committee designated by the Board may make, alter and repeal rules for conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws. Any such committee
shall keep written minutes of its meetings and report the same to the Board when required.


 


Section 3.14 OFFICERS OF THE BOARD. A Chairman
of the Board or a Vice Chairman may be appointed from time to time by the Board and shall have such powers and duties as shall
be designated by the Board.


 


ARTICLE IV 


 


OFFICERS



 


Section 4.01  OFFICERS. The officers
of the Coiporation shall be a President, a Secretary and a Treasurer. The Corporation may also have, at the discretion of the
Board, a Chairman of the Board, a Chief Executive Officer, one or more Vice Presidents, one or more Assistant Vice Presidents,
one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be appointed in accordance
with the provisions of Section 4.03 of these Bylaws. Any number of offices may be held by the same person. The salaries of all
officers of the Corporation shall be fixed from time to time by the Board.


 



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Section 4.02 ELECTION AND TERM. The officers
of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 4.03 or Section 4.05
of these Bylaws, shall be chosen annually by the Board, and each shall hold his office until he shall resign or shall be removed
or otherwise disqualified to serve, or until his successor shall be elected and qualified.


 


Section 4.03 SUBORDINATE
OFFICERS. The Board may appoint, or may authorize the President or Chief Executive Officer, if any, to appoint, such other officers
as the business of the Corporation may require, each of whom shall have such authority and perform such duties as are provided
in these Bylaws or as the Board, the President or the Chief Executive Officer, if any, from time to time may specify, and shall
hold office until he shall resign or shall be removed or otherwise disqualified to serve.


 


Section 4.04 REMOVAL
AND RESIGNATION. Any officer may be removed, with or without cause, by a majority of the directors at the time in office, at any
regular or special meeting of the Board, or, except in case of an officer chosen by the Board, by the President or Chief Executive
Officer, if any, upon whom such power of removal may be conferred by the Board.


 


Any officer may resign
at any time by giving written notice to the Board, the Chairman of the Board, the President, the Chief Executive Officer or the
Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later
time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make
it effective.


 


Section 4.05 VACANCIES. A vacancy in any office
because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws
for the regular appointments to such office.


 


Section 4.06 CHAIRMAN
OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors
or prescribed by the bylaws. If there is no Chief Executive Officer or President, the Chairman of the Board shall in addition be
the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 4.07 of this Article
IV.


 


Section 4.07 CHIEF EXECUTIVE
OFFICER. The Chief Executive Officer, if such an officer be elected, shall, subject to the control of the Board, have general
supervision, direction and control of the business and affairs of the Corporation. In the absence or disability of the Chairman
of the Board, or if no such officer is elected, the Chief Executive Officer shall preside at all meetings of shareholders and
the Board of Directors. He shall have the general powers and duties of management usually vested in the chief executive officer
of a corporation, and shall have such other powers and duties with respect to the administration of the business and affairs of
the Corporation as may from time to time be assigned to him by the Board of Directors or as prescribed by the bylaws.


 



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Section 4.08 PRESIDENT.
Subject to such supervisory powers as may be given by the Board of Directors to the Chairman of the Board or the Chief Executive
Officer, if there be such officers, the President shall have the general powers and duties of management usually vested in the
office of president of a corporation and shall have such other powers and duties as may from time to time be prescribed by the
Board of Directors or Chief Executive Officer, if any, or as prescribed by the bylaws. If there is no Chief Executive Officer,
the President shall be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section
4.07 of this Article IV.


 


Section 4.09 VICE PRESIDENT.
The Vice President(s), if any, shall exercise and perform such powers and duties with respect to the administration of the business
and affairs of the Corporation as from time to time may be assigned to each of them by the President, by the Chief Executive Officer,
if any, by the Chairman of the Board, if any, by the Board or as is prescribed by the Bylaws. In the absence or disability of the
President and Chief Executive Officer, if any, the Vice Presidents, in order of their rank as fixed by the Board, or if not ranked,
the Vice President designated by the Board, shall perform all of the duties of the President and when so acting shall have all
of the powers of and be subject to all the restrictions upon the President.


 


Section 4.10 SECRETARY.
The Secretary shall keep, or cause to be kept, a book of minutes at the principal office for the transaction of the business of
the Corporation, or such other place as the Board may order, of all meetings of directors and stockholders, with the time and place
of holding, whether regular or special, and if special, how authorized and the notice thereof given, the names of those present
at directors' meetings, the number of shares present or represented at stockholders' meetings and the proceedings thereof.


 


The Secretary shall keep,
or cause to be kept, at the principal office for the transaction of the business of the Corporation or at the office of the Corporation's
transfer agent, a share register, or a duplicate share register, showing the names of the stockholders and their addresses, the
number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.


 


The Secretary shall give,
or cause to be given, notice of all the meetings of the stockholders and of the Board required by these Bylaws or by law to be
given, and he shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties
as may be prescribed by the Board or these Bylaws. If for any reason the Secretary shall fail to give notice of any special meeting
of the Board called by one or more of the persons identified in Section 3.09 of these Bylaws, or if he shall fail to give notice
of any special meeting of the stockholders called by one or more of the persons identified in Section 2.02 of these Bylaws, then
any such person or persons may give notice of any such special meeting.


 



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Section 4.11 TREASURER.
The Treasurer shall keep and maintain or cause to be kept and maintained, adequate and correct accounts of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of capital, shall
be classified according to source and shown in a separate account. The books of account at all reasonable times shall 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 may be designated by
the Board. He shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President, to the
Chief Executive Officer, if any, and to the directors, whenever they request it, an account of all of his transactions as Treasurer
and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed
by the Board or these Bylaws.


 


Section 4.12 COMPENSATION. The compensation
of the officers of the Corporation, if any, shall be fixed from time to time by the Board.


 


ARTICLE V


 


CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS,
ETC.


 


 Section
5.01  EXECUTION OF CONTRACTS. The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers,
agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Corporation, and such authority
may be general or confined to specific instances; and unless so authorized by the Board or by these Bylaws, no officer, agent or
employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or in any amount. Notwithstanding the foregoing, the President, or such other person as the President
may designate, shall have authority to enter into contracts which are usual and customary in the ordinary course of the Corporation's
business on behalf of the Corporation.


 


Section 5.02 CHECKS, DRAFTS, ETC. All checks,
drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution
of the Board. Each such person shall give such bond, if any, as the Board may require.


 



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Section 5.03 DEPOSIT.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, assistant
or assistants, agent or agents, attorney or attorneys, of the Corporation to whom such power shall have been delegated by the
Board. For the purpose of deposit and for the puipose of collection for the account of the Corporation, the President, the Chief
Executive Officer, any Vice President or the Treasurer (or any other officer or officers, assistant or assistants, agent or agents,
or attorney or attorneys of the Corporation who shall be determined by the Board from time to time) may endorse, assign and deliver
checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.


 


Section 5.04 GENERAL
AND SPECIAL BANK ACCOUNTS. The Board from time to time may authorize the opening and keeping of general and special bank accounts
with such banks, trust companies or other depositories as the Board may select or as may be selected by an officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated
by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with
the provisions of these Bylaws, as it may deem expedient.


 


ARTICLE VI


 


SHARES AND THEIR TRANSFER


 


Section 6.01  CERTIFICATES
FOR STOCK. Every owner of stock of the Corporation shall be entitled to have a certificate or certificates, in such form as the
Board shall prescribe, certifying the number and class of shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they shall be issued and shall be signed in the name
of the Corporation by the Chairman of the Board, the President or a Vice President and by the Secretary or an Assistant Secretary
or by the Treasurer or an Assistant Treasurer. Any or all of the signatures on the certificates may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any such certificate shall
thereafter have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may
nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent or registrar at the date of issue. A record shall
be kept of the respective names of the persons, firms or corporations owning the stock represented by such certificates, the number
and class of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation,
the respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled,
and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 6.04 of these Bylaws.


 



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Section 6.02 TRANSFER
OF STOCK. Transfer of shares of stock of the Corporation shall be made only on the books of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer
clerk or a transfer agent appointed as provided in Section 6.03 of these Bylaws, and upon surrender of the certificate or certificates
for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfer of shares
shall be made for collateral security, and not absolutely, such fact shall be stated expressly in the entry of transfer if, when
the certificate or certificates shall be presented to the Corporation for transfer, both the transferor and the transferee request
the Corporation to do so.


 


Section 6.03 REGULATIONS.
The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for shares of the stock of the Corporation. The Board may appoint, or authorize any officer
or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require
all certificates for stock to bear the signature or signatures of any of them.


 


Section 6.04 LOST, STOLEN,
DESTROYED AND MUTILATED CERTIFICATES. In any case of loss, theft, destruction, or mutilation of any certificate of stock, another
may be issued in its place upon proof of such loss, theft, destruction, or mutilation and upon the giving of a bond of indemnity
to the Corporation in such form and in such sums as the Board may direct; provided, however, that a new certificate may be issued
without requiring any bond when, in the judgment of the Board, it is proper to do so.


 


Section 6.05 REPRESENTATION
OF SHARES OF OTHER CORPORATIONS, The President or any Vice President and the Secretary or any Assistant Secretary of this Corporation
are authorized to vote, represent and exercise on behalf of this Corporation all rights incident to all shares of any other corporation
or corporations standing in the name of this Corporation. The authority herein granted to said officers to vote or represent on
behalf of this Corporation any and all shares held by this Corporation in any other corporation or corporations may be exercised
either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers.


 



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ARTICLE VII


 


INDEMNIFICATION


 


Section 7.01  ACTIONS
OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION. The Corporation may indemnify 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 he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise or as a member of any committee or similar
body, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 his 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 he reasonably believed to be in, or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.


 


Section 7.02 ACTIONS
BY OR IN THE RIGHT OF THE CORPORATION. The Corporation may indemnify 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 he is or was a director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of another coiporation, partnership, joint venture, trust
or other enterprise, or as a member of any committee or similar body, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in
a manner he 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.


 


Section 7.03 DETERMINATION
OF RIGHT OF INDEMNIFICATION. Any indemnification under Section 7.01 or 7.02 of these Bylaws (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, officer,
employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 7.01
and 7.02 of these Bylaws. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.


 



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Section 7.04 INDEMNIFICATION
AGAINST EXPENSES OF SUCCESSFUL PARTY. Notwithstanding the other provisions of this Article VII, to the extent that a director,
officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 7.01 or 7.02 of these Bylaws, or in defense of any claim, issue or matter therein, he may be
indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.


 


Section 7.05 ADVANCE
OF EXPENSES. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board upon receipt
of an undertaking by or on behalf of the director or officer, to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the Corporation as authorized in this Article VII. Such expenses incurred by other employees
and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.


 


Section 7.06 OTHER RIGHTS
AND REMEDIES. The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article
VII shall not be deemed exclusive and are declared expressly to be nonexclusive of any other rights to which those seeking indemnification
or advancements of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity while holding such office.


 


Section 7.07 INSURANCE.
Upon resolution passed by the Board, 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 serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a member of any
committee or similar body against any liability asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions
of this Article VII.


 


Section 7.08 CONSTITUENT
CORPORATIONS. For the purposes of this Article VII, references to "the Corporation" 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, could have had power and authority to indemnify its directors, officers and employees
or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation or is or was
serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise or as a member of any committee or similar body shall stand in the same position under
the provisions of this Article VII with respect to the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.


  



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Section 7.09 EMPLOYEE
BENEFIT PLANS. For the purposes of this Article VII, references to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person with respect to any 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, officer, employee or agent
with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner
he 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 VII.


 


Section 7.10 TERM. The
indemnification and advancement of expenses provided by, or granted pursuant to. this Article VII shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a person.


 


Section 7.11  SEVERABILITY.
If any part of this Article VII shall be found, in any action, suit or proceeding or appeal therefrom or in any other circumstances
or as to any particular officer, director, employee or agent to be unenforceable, ineffective or invalid for any reason, the enforceability,
effect and validity of the remaining parts or of such parts in other circumstances shall not be affected, except as otherwise required
by applicable law.


 


ARTICLE VIII


 


MISCELLANEOUS


 


Section 8.01  SEAL.
The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of Delaware and showing the year of incorporation.


 


Section 8.02 WAIVER OF
NOTICES. Whenever notice is required to be given under any provision of these bylaws, the Certificate of Incorporation or by law,
a written waiver, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent
to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when a person attends
a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice
unless required by the Certificate of Incorporation.


 



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Section 8.03 LOANS AND
GUARANTIES. The Corporation may lend money to, or guarantee any obligation of, and otherwise assist any officer or other employee
of the Corporation or of its subsidiaries, including any officer who is a director, whenever, in the judgment of the Board, such
loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty, or other assistance may
be with or without interest, and may be unsecured or secured in such manner as the Board shall approve, including, without limitation,
a pledge of shares of stock of the Corporation.


 


Section 8.04 GENDER. All personal pronouns
used in these Bylaws shall include the other genders, whether used in the masculine, feminine or neuter gender, and the singular
shall include the plural, and vice versa, whenever and as often as may be appropriate.


 


Section 8.05 AMENDMENTS.
These Bylaws, or any of them, may be rescinded, altered, amended or repealed, and new Bylaws may be made (i) by the Board, by vote
of a majority of the number of directors then in office as directors, acting at any meeting of the Board or (ii) by the stockholders,
by the vote of a majority of the outstanding shares of voting stock of the Corporation, at an annual meeting of stockholders, without
previous notice, or at any special meeting of stockholders, provided that notice of such proposed amendment, modification, repeal
or adoption is given in the notice of special meeting; provided, however, that Section 2.02 of these Bylaws can only be amended
if that Section as amended would not conflict with the Corporation's Certificate of Incorporation. Any Bylaw made or altered by
the stockholders may be altered or repealed by the Board or may be altered or repealed by the stockholders.


 



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CERTIFICATE OF SECRETARY


 


The undersigned
certifies that:


 


 


(1)           He
is duly elected and acting Secretary of T3 Motion, Inc., a Delaware corporation; and


 


(2)           The
foregoing Bylaws constitute the Bylaws of the Corporation as duly adopted by Unanimous Written Consent of the Board of Directors
dated as of April 1,2006.


 


 


 


IN WITNESS WHEREOF, I have hereunto subscribed my name and   affixed the seal of the Corporation this ______ day of  ___________________ ,
2006.


 


 


	 	 	 	 	 
	 	 	 	/s/ James Birakus	 
	 	 	 	James Birakus, Secretary