PLAN
OF CONVERSION


OF


Rich
Pharmaceuticals, Inc., A NEVADA CORPORATION


TO


Rich
Pharmaceuticals, Inc., A WYOMING CORPORATION


 


THIS
PLAN OF CONVERSION, dated as of February 28, 2018 (including all of the Exhibits attached hereto, this “Plan”),
is hereby adopted by Rich Pharmaceuticals, Inc., a Nevada corporation (the “Company”), in order to set
forth the terms, conditions and procedures governing the conversion of the Company from a Nevada corporation to a Wyoming corporation
pursuant to Section 17-16-1801 of the Wyoming Business Corporation Act, as amended (the “WBCA”), and
Section 92A.105 et seq. of the Nevada Revised Statutes, as amended (the “NRS”).


RECITALS


WHEREAS,
the Company is a corporation established and existing under the laws of the State of Nevada;


WHEREAS,
the Board of Directors of the Company has determined that it would be advisable and in the best interests of the Company and
its stockholders for the Company to convert from a Nevada corporation to a Wyoming corporation pursuant to Section 17-16-1801
of the WBCA and Section 92A.105 et seq. of the NRS; and


WHEREAS,
the form, terms and provisions of this Plan has been authorized, approved and adopted by the Board of Directors of the Company.


NOW,
THEREFORE, the Company hereby adopts this Plan as follows:


1.                 
Conversion; Effect of Conversion.


(a)              
Upon the Effective Time (as defined in Section 3 below), the Company shall be converted from a Nevada corporation to a Wyoming
corporation pursuant to Section 17-16-1801 of the WBCA and Section 92A.105 et seq. of the NRS (the “Conversion”)
and the Company, as converted to a Wyoming corporation (the “Resulting Company”), shall thereafter be
subject to all of the provisions of the WBCA, except that the existence of the Resulting Company shall be deemed to have commenced
on the date the Company commenced its existence in the State of Nevada.


(b)              
Upon the Effective Time, by virtue of the Conversion and without any further action on the part of the Company or its stockholders,
the Resulting Company shall, for all purposes of the laws of the State of Wyoming, be deemed to be the same entity as the Company
existing immediately prior to the Effective Time. Upon the Effective Time, by virtue of the Conversion and without any further
action on the part of the Company or its stockholders, for all purposes of the laws of the State of Wyoming, all of the rights,
privileges and powers of the Company existing immediately prior to the Effective Time, and all property, real, personal and mixed,
and all debts due to the Company existing immediately prior to the Effective Time, as well as all other things and causes of action
belonging to the Company existing immediately prior to the Effective Time, shall remain vested in the Resulting Company and shall
be the property of the Resulting Company and the title to any real property vested by deed or otherwise in the Company existing
immediately prior to the Effective Time shall not revert or be in any way impaired by reason of the Conversion; but all rights
of creditors and all liens upon any property of the Company existing immediately prior to the Effective Time shall be preserved
unimpaired, and all debts, liabilities and duties of the Company existing immediately prior to the Effective Time shall remain
attached to the Resulting Company upon the Effective Time, and may be enforced against the Resulting Company to the same extent
as if said debts, liabilities and duties had originally been incurred or contracted by the Resulting Company in its capacity as
a corporation of the State of Wyoming. The rights, privileges, powers and interests in property of the Company existing immediately
prior to the Effective Time, as well as the debts, liabilities and duties of the Company existing immediately prior to the Effective
Time, shall not be deemed, as a consequence of the Conversion, to have been transferred to the Resulting Company upon the Effective
Time for any purpose of the laws of the State of Wyoming.



    	 	1	 



    	 	 	 



    




(c)              
The Conversion shall not be deemed to affect any obligations or liabilities of the Company incurred prior to the Conversion or
the personal liability of any person incurred prior to the Conversion.


(d)              
Upon the Effective Time, the name of the Resulting Company shall remain unchanged and continue to be “Rich Pharmaceuticals,
Inc.”


(e)              
The Company intends for the Conversion to constitute a tax-free reorganization qualifying under Section 368(a)(1)(F) of the Internal
Revenue Code of 1986, as amended. Accordingly, neither the Company nor any of its stockholders should recognize gain or loss for
federal income tax purposes as a result of the Conversion.


2.                 
Filings. As promptly as practicable following the adoption of this Plan, the Company shall cause the Conversion to be effective
by:


(a)              
executing and filing (or causing the execution and filing of) Articles of Conversion pursuant to Section 92A.205 of the NRS in
form reasonably acceptable to any officer of the Company (the “Nevada Articles of Conversion”) with
the Secretary of State of the State of Nevada;


(b)              
executing and filing (or causing the execution and filing of) Articles of Domestication pursuant to Section 17-16-1802 of the
WBCA in form reasonably acceptable to any officer of the Company (the “Wyoming Articles of Domestication”)
with the Secretary of State of the State of Wyoming; and


(c)              
executing, acknowledging and filing (or causing the execution, acknowledgement and filing of Articles of Incorporation of Rich
Pharmaceuticals, Inc. substantially in the form set forth on Exhibit A hereto (the “Articles of Incorporation”)
with the Secretary of State of the State of Wyoming.


3.                 
Effective Time. The Conversion shall become effective upon the filing of the Wyoming Articles of Domestication and the
Nevada Articles of Conversion (the time of the effectiveness of the Conversion, the “Effective Time”).


4.                 
Effect of Conversion on Common Stock. Upon the Effective Time, by virtue of the Conversion and without any further action
on the part of the Company or its stockholders, each share of common stock, $0.001 par value per share, of the Company (“Company
Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall convert into one validly
issued, fully paid and nonassessable share of common stock, $0.001 par value per share, of the Resulting Company (“Resulting
Company Common Stock”).



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5.                 
Effect of Conversion on Preferred Stock. Upon the Effective Time, by virtue of the Conversion and without any further action
on the part of the Company or its stockholders, each share of preferred stock, $0.001 par value per share, of the Company (“Company
Preferred Stock”) that is issued and outstanding immediately prior to the Effective Time shall convert into one
validly issued, fully paid and nonassessable share of preferred stock, $0.001 par value per share, of the Resulting Company (“Resulting
Company Preferred Stock”).


6.                 
Effect of Conversion on Outstanding Stock Options. Upon the Effective Time, by virtue of the Conversion and without any
further action on the part of the Company or its stockholders, each option to acquire shares of Company Common Stock outstanding
immediately prior to the Effective Time shall convert into an equivalent option to acquire, upon the same terms and conditions
(including the exercise price per share applicable to each such option) as were in effect immediately prior to the Effective Time,
the same number of shares of Resulting Company Common Stock.


7.                 
Effect of Conversion on Outstanding Warrants or Other Rights. Upon the Effective Time, by virtue of the Conversion and
without any further action on the part of the Company or its stockholders, each warrant or other right to acquire shares of Company
Common Stock outstanding immediately prior to the Effective Time shall convert into an equivalent warrant or other right to acquire,
upon the same terms and conditions (including the exercise price per share applicable to each such warrant or other right) as
were in effect immediately prior to the Effective Time, the same number of shares of Resulting Company Common Stock.


8.                 
Effect of Conversion on Stock Certificates. Upon the Effective Time, all of the outstanding certificates that immediately
prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock immediately prior to the Effective
Time shall be deemed for all purposes to continue to evidence ownership of and to represent the same number of shares of Resulting
Company Common Stock and Resulting Company Preferred Stock, respectively.


9.                 
Effect of Conversion on Employee Benefit, Incentive Compensation or Other Similar Plans. Upon the Effective Time, by virtue
of the Conversion and without any further action on the part of the Company or its stockholders, each employee benefit plan, incentive
compensation plan or other similar plan to which the Company is a party shall continue to be a plan of the Resulting Company.
To the extent that any such plan provides for the issuance of Company Common Stock, upon the Effective Time, such plan shall be
deemed to provide for the issuance of Resulting Company Common Stock.


10.             
Further Assurances. If, at any time after the Effective Time, the Resulting Company shall determine or be advised that
any deeds, bills of sale, assignments, agreements, documents or assurances or any other acts or things are necessary, desirable
or proper, consistent with the terms of this Plan, (a) to vest, perfect or confirm, of record or otherwise, in the Resulting Company
its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties
or assets of the Company existing immediately prior to the Effective Time, or (b) to otherwise carry out the purposes of this
Plan, the Resulting Company and its officers and directors (or their designees), are hereby authorized to solicit in the name
of the Resulting Company any third-party consents or other documents required to be delivered by any third-party, to execute and
deliver, in the name and on behalf of the Resulting Company all such deeds, bills of sale, assignments, agreements, documents
and assurances and do, in the name and on behalf of the Resulting Company, all such other acts and things necessary, desirable
or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, privileges, immunities,
powers, purposes, franchises, properties or assets of the Company existing immediately prior to the Effective Time and otherwise
to carry out the purposes of this Plan.



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11.             
Effect of Conversion on Directors and Officers. Upon the Effective Time, by virtue of the Conversion and without any further
action on the part of the Company or its stockholders, the members of the Board of Directors and the officers of the Company holding
their respective offices in the Company existing immediately prior to the Effective Time shall continue in their respective offices
as members of the Board of Directors and officers of the Resulting Company.


12.             
Wyoming Bylaws. Upon the Effective Time, the bylaws of the Resulting Company shall be the Bylaws of Rich Pharmaceuticals,
Inc. substantially in the form set forth on Exhibit B hereto (the “Wyoming Bylaws”), and the
Board of Directors of the Resulting Company shall adopt the Wyoming Bylaws as promptly as practicable following the Effective
Time.


13.             
Termination. At any time prior to the Effective Time, this Plan may be terminated and the transactions contemplated hereby
may be abandoned by action of the Board of Directors of the Company if, in the opinion of the Board of Directors of the Company,
such action would be in the best interests of the Company and its stockholders. In the event of termination of this Plan, this
Plan shall become void and of no effect.


14.             
Third Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person other than as expressly provided
herein.


15.             
Severability. Whenever possible, each provision of this Plan will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Plan is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this
Plan.


IN
WITNESS WHEREOF, the Company has caused this Plan to be duly executed as of the date first above written.


 





 


	Rich
                                         Pharmaceuticals, Inc., a Nevada corporation

         

	By:	 /s/
    Ben Chang
	Name:
    	Ben
    Chang
	Title:	Chief
    Executive Officer




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EXHIBIT
A


FORM
OF WYOMING ARTICLES OF INCORPORATION





 


ARTICLES
OF INCORPORATION



OF



Rich Pharmaceuticals, Inc.




ARTICLE I

NAME 


The
name of the corporation shall be Rich Pharmaceuticals, Inc. (hereinafter, the “Corporation”).




ARTICLE II

REGISTERED OFFICE 


The
initial office of the Corporation shall be 9595 Wilshire Blvd, Suite 900 Beverly Hills, CA 90212. The initial registered agent
of the Corporation shall be Buffalo Registered Agents LLC at 412 N Main St Suite 100 Buffalo, Wyoming 82834. The Corporation may,
from time to time, in the manner provided by law, change the resident agent and the registered office within the State of Wyoming.
The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of
Wyoming.




ARTICLE III

CAPITAL STOCK 


Section 1.    Authorized
Shares.    The aggregate number of shares which the Corporation shall have authority to issue is forty
billion and ten million (40,010,000,000) shares, consisting of two classes to be designated, respectively, "Common Stock"
and "Preferred Stock," with all of such shares having a par value of $.001 per share. The total number of shares of
Common Stock that the Corporation shall have authority to issue is forty billion (40,000,000,000) shares. The total number of
shares of Preferred Stock that the Corporation shall have authority to issue is ten million (10,000,000) shares. The Preferred
Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior
to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative,
participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock
shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 3 of this Article III.


Section 2.    Common
Stock.    


(a)    Dividend
Rate.    Subject to the rights of holders of any Preferred Stock having preference as to dividends and
except as otherwise provided by these Articles of Incorporation, as amended from time to time (hereinafter, the "Articles")
or the Wyoming Business Corporation Act (hereinafter, the “WBCA”), the holders of Common Stock shall be entitled
to receive dividends when, as and if declared by the board of directors out of assets legally available therefor.


(b)    Voting
Rights.    Except as otherwise provided by the NRS, the holders of the issued and outstanding shares of
Common Stock shall be entitled to one vote for each share of Common Stock. No holder of shares of Common Stock shall have the
right to cumulate votes.



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 (c)    Liquidation
Rights.    In the event of liquidation, dissolution, or winding up of the affairs of the Corporation,
whether voluntary or involuntary, subject to the prior rights of holders of Preferred Stock to share ratably in the Corporation's
assets, the Common Stock and any shares of Preferred Stock which are not entitled to any preference in liquidation shall share
equally and ratably in the Corporation's assets available for distribution after giving effect to any liquidation preference of
any shares of Preferred Stock. A merger, conversion, exchange or consolidation of the Corporation with or into any other person
or sale or transfer of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of
the Corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation.


(d)    No
Conversion, Redemption, or Preemptive Rights.    The holders of Common Stock shall not have any conversion,
redemption, or preemptive rights.


(e)    Consideration
for Shares.    The Common Stock authorized by this Article shall be issued for such consideration as shall
be fixed, from time to time, by the board of directors.


Section 3.    Preferred
Stock.    


(a)    Designation.    The
board of directors is hereby vested with the authority from time to time to provide by resolution for the issuance of shares of
Preferred Stock in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles,
and to prescribe with respect to each such series the voting powers, if any, designations, preferences, and relative, participating,
optional, or other special rights, and the qualifications, limitations, or restrictions relating thereto, including, without limiting
the generality of the foregoing: the voting rights relating to the shares of Preferred Stock of any series (which voting rights,
if any, may be full or limited, may vary over time, and may be applicable generally or only upon any stated fact or event); the
rate of dividends (which may be cumulative or noncumulative), the condition or time for payment of dividends and the preference
or relation of such dividends to dividends payable on any other class or series of capital stock; the rights of holders of Preferred
Stock of any series in the event of liquidation, dissolution, or winding up of the affairs of the Corporation; the rights, if
any, of holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of such series for shares
of any other class or series of capital stock or for any other securities, property, or assets of the Corporation or any subsidiary
(including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and
the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times
during which a particular price or rate shall be applicable); whether the shares of any series of Preferred Stock shall be subject
to redemption by the Corporation and if subject to redemption, the times, prices, rates, adjustments and other terms and conditions
of such redemption. The powers, designations, preferences, limitations, restrictions and relative rights may be made dependent
upon any fact or event which may be ascertained outside the Articles or the resolution if the manner in which the fact or event
may operate on such series is stated in the Articles or resolution. As used in this section "fact or event" includes,
without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action
by a person, government, governmental agency or political subdivision of a government. The board of directors is further authorized
to increase or decrease (but not below the number of such shares of such series then outstanding) the number of shares of any
series subsequent to the issuance of shares of that series. Unless the board of directors provides to the contrary in the resolution
which fixes the characteristics of a series of Preferred Stock, neither the consent by series, or otherwise, of the holders of
any outstanding Preferred Stock nor the consent of the holders of any outstanding Common Stock shall be required for the issuance
of any new series of Preferred Stock regardless of whether the rights and preferences of the new series of Preferred Stock are
senior or superior, in any way, to the outstanding series of Preferred Stock or the Common Stock.



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(b)    Certificate.    Before
the Corporation shall issue any shares of Preferred Stock of any series, a certificate of designation setting forth a copy of
the resolution or resolutions of the board of directors, and establishing the voting powers, designations, preferences, the relative,
participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the
shares of Preferred Stock of such series, and the number of shares of Preferred Stock of such series authorized by the board of
directors to be issued shall be made and signed by an officer of the corporation and filed in the manner prescribed by the NRS.


(c)
Series A Preferred Stock. There hereby is created, out of the ten million (10,000,000) shares of preferred stock, par value $.001
per share, of the Corporation authorized by Article III of the Articles of Incorporation (“Preferred Stock”), a series
of Series A Preferred Stock, consisting of six million (6,000,000) shares, which series shall have the following powers, designations,
preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:


The
specific powers, preferences, rights and limitations of the Series A Preferred Stock are as follows:


1.
Designation; Rank. This series of Preferred Stock shall be designated and known as “Series A Preferred Stock.” The
number of shares constituting the Series A Preferred Stock shall be six million (6,000,000) shares. Except as otherwise provided
herein, the Series A Preferred Stock shall, with respect to rights on liquidation, winding up and dissolution, rank pari passu
to the common stock, par value $0.001 per share (the “Common Stock”).


2.
Dividends. The holders of shares of Series A Preferred Stock have no dividend rights except as may be declared by the Board in
its sole and absolute discretion, out of funds legally available for that purpose.


3.
Liquidation Preference.


(a)
In the event of any dissolution, liquidation or winding up of the Corporation (a “Liquidation”), whether voluntary
or involuntary, the Holders of Series A Preferred Stock shall be entitled to participate in any distribution out of the assets
of the Corporation on an equal basis per share with the holders of the Common Stock.


(b)
A sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by
means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger)
that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (a “Change
in Control Event”), shall not be deemed to be a Liquidation for purposes of this Designation.


4.
Voting. The holders of Series A Preferred Stock shall have the right to cast one thousand (1000) votes for each one (1) share
held of record on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of
directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. The
holders of Series A Preferred Stock shall vote together with all other classes and series of common stock of the Corporation as
a single class on all actions to be taken by the common stock holders of the Corporation, except to the extent that voting as
a separate class or series is required by law and cannot be modified by this Certificate of Designations.


Section 4.    Non-Assessment
of Stock.    The capital stock of the Corporation, after the amount of the subscription price has been
fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and
the Articles shall not be amended in this particular. No stockholder of the Corporation is individually liable for the debts or
liabilities of the Corporation.



    	 	7	 



    	 	 	 



    




ARTICLE
IV

DIRECTORS AND OFFICERS 


Section 1.    Number
of Directors.    The members of the governing board of the Corporation are styled as directors. The board
of directors of the Corporation shall be elected in such manner as shall be provided in the bylaws of the Corporation. The board
of directors shall consist of at least one (1) individual and not more than thirteen (13) individuals. The number of
directors may be changed from time to time in such manner as shall be provided in the bylaws of the Corporation.        


Section 2.    Initial
Directors.    The name and post office box or street address of the director(s) constituting the initial
board of directors is:


	Name	Address
	Ben Chang	9595
                                         Wilshire Blvd, Suite 900 Beverly Hills, CA 90212
	Carole A. Salvador	9595
                                         Wilshire Blvd, Suite 900 Beverly Hills, CA 90212






Section 3.    Limitation
of Liability.    The personal liability of a director or officer to the Corporation or its shareholders
for damages for breach of fiduciary duty as a director or officer shall be eliminated to the fullest extent permissible under
Wyoming law except for the following: (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation
of law; or (b) the payment of distributions in violation of Section 17-16-833 of the Wyoming Business Corporation Act.


If
the Wyoming Business Corporation Act is hereinafter amended to authorize the further elimination or limitation of the liability
of a director or officer, then the liability of a director or officer of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Wyoming Business Corporation Act, as so amended.


The
Corporation shall 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 that he or she, or his or her testator or
intestate, is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any
other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.


Any
repeal or modification of the foregoing provisions of Article IV by the shareholders of the Corporation shall not adversely affect
any right or protection of a director or officer of the Corporation existing prior to the date when such repeal or modification
becomes effective.


Section 4.    Payment
of Expenses.    In addition to any other rights of indemnification permitted by the laws of the State
of Wyoming or as may be provided for by the Corporation in its bylaws or by agreement, the expenses of officers and directors
incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action,
suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, involving
alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the Corporation or member,
manager, or managing member of a predecessor limited liability company or affiliate of such limited liability company or while
serving in any capacity at the request of the Corporation as a director, officer, employee, agent, member, manager, managing member,
partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other
enterprise, shall be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other
financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the action, suit
or proceeding, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent
that an officer or director is successful on the merits in defense of any such action, suit or proceeding, or in the defense of
any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys' fees, actually
and reasonably incurred by him or her in connection with the defense. Notwithstanding anything to the contrary contained herein
or in the bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed
action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation),
whether civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a stockholder,
including, but not limited to, in connection with such person being deemed an Unsuitable Person (as defined in Article VII
hereof).



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Section 5.    Repeal
And Conflicts.    Any repeal or modification of Sections 3 or 4 above approved by the stockholders of
the Corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer
of the Corporation existing as of the time of such repeal or modification. In the event of any conflict between Sections 3 or
4 above and any other Article of the Articles, the terms and provisions of Sections 3 or 4 above shall control.




ARTICLE V

COMBINATIONS WITH INTERESTED STOCKHOLDERS 


Section
1. Election Not to Be Subject to the Restrictions in WBCA 17-18-104(b) Related to Restrictions on Business Combinations.
The Corporation elects not to be subject to the restrictions in WBCA 17-18-104(b).


Section
2. Election Not to Be Subject to the Restrictions in WBCA 17-18-105 Through 17-18-111 Related to Takeover Protection Provisions.
The Corporation elects not to be subject to the restrictions in WBCA 17-18-105 through 17-18-111.


ARTICLE
VI

SHAREHOLDER ACTION WITHOUT A MEETING


Any
action required or permitted by the Wyoming Business Corporation Act to be taken at a shareholders’ meeting may be taken
without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders
of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action
at a meeting at which all shares entitled to vote on the action were present and voted. The written consent shall bear the date
of signature of the shareholder(s) who signs the consent and be delivered to the corporation for inclusion in the minutes or filing
with the corporate records.




ARTICLE VII

BYLAWS


The
board of directors is expressly granted the exclusive power to make, amend, alter, or repeal the bylaws of the Corporation.


IN
WITNESS WHEREOF, the Corporation has caused these articles of incorporation to be executed in its name by its Incorporator on
March 2, 2018.





/s/
Ben Chang

Ben Chang 




    	 	9	 



    	 	 	 



    

EXHIBIT
B


FORM
OF WYOMING BYLAW



____________________________


 





BYLAWS


OF


RICH
PHARMACEUTICALS, INC.


____________________________


 


ARTICLE
I — OFFICES


 


Section
1.1  Principal Office.  The principal office and place of business of Rich Pharmaceuticals, Inc. (the
“Corporation”) shall be at such location as may be determined from time to time by the Board of Directors of the Corporation.


 


Section
1.2  Other Offices.  Other offices and places of business either within or without the State of Wyoming
may be established from time to time by resolution of the board of directors of the Corporation (the “Board of Directors”)
or as the business of the Corporation may require. The street address of the Corporation’s resident agent is the registered
office of the Corporation in Wyoming.


 


ARTICLE
II — STOCKHOLDERS


 


Section
2.1  Annual Meeting.  The annual meeting of the stockholders of the Corporation shall be held on such
date and at such time as may be designated from time to time by the Board of Directors. At the annual meeting, directors shall
be elected and any other business may be transacted as may be properly brought before the meeting.


 


Section
2.2  Special Meetings.


 


(a)           Subject
to the rights of the holders of preferred stock, if any, special meetings of the stockholders may be called only by the chairman
of the board, if any, or the chief executive officer, if any, or, the president,, if any, and shall be called by the secretary
upon the written request of at least a majority of the authorized number of directors or by the holders of at least ten percent
(10%) of all the votes entitled to be cast at a meeting. Such request shall state the purpose or purposes of the meeting. Stockholders
shall have no right to request or call a special meeting.


 


(b)           No
business shall be acted upon at a special meeting of stockholders except as set forth in the notice of the meeting.


 


Section
2.3  Place of Meetings.  Any meeting of the stockholders of the Corporation may be held at the Corporation’s
registered office in the State of Wyoming or at such other place within or without of the State of Wyoming and United States as
may be designated in the notice of meeting. A waiver of notice signed by all stockholders entitled to vote may designate any place
for the holding of such meeting.


 


Section
2.4  Notice of Meetings; Waiver of Notice.


 


(a)           The
Chairman of the Board, president, chief executive officer, if any, a vice president, the secretary, an assistant secretary or
any other individual designated by the Board of Directors shall sign and deliver or cause to be delivered to the stockholders
written notice of any stockholders’ meeting not less than ten (10) days, but not more than sixty (60) days, before the date
of such meeting. The notice shall state the place, date and time of the meeting and the purpose or purposes for which the meeting
is called. The notice shall contain or be accompanied by such additional information as may be required by the Wyoming Business
Corporation Act (“WBCA”). 


 


(b)           In
the case of an annual meeting, subject to Section 2.13 below, any proper business may be presented for action, except that (i)
if a proposed plan of merger, conversion or exchange is submitted to a vote, the notice of the meeting must state that the purpose,
or one of the purposes, of the meeting is to consider the plan of merger, conversion or exchange and must contain or be accompanied
by a copy or summary of the plan; and (ii) if a proposed action creating appraisal rights is to be submitted to a vote, the notice
of the meeting must state that the stockholders are or may be entitled to assert appraisal rights under WBCA 17-16-1301 to 17-16-1340,
inclusive, and be accompanied by a copy of those sections.


 


(c)           A
copy of the notice shall be personally delivered or mailed postage prepaid to each stockholder of record entitled to vote at the
meeting at the address appearing on the records of the Corporation. Upon mailing, service of the notice is complete, and the time
of the notice begins to run from the date upon which the notice is deposited in the mail. If the address of any stockholder does
not appear upon the records of the Corporation or is incomplete, it will be sufficient to address any notice to such stockholder
at the registered office of the Corporation.


 






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(d)           The
written certificate of the individual signing a notice of meeting, setting forth the substance of the notice or having a copy
thereof attached, the date the notice was mailed or personally delivered to the stockholders and the addresses to which the notice
was mailed, shall be prima facie evidence of the manner and fact of giving such notice.


 


(e)           Any
stockholder may waive notice of any meeting by a signed writing, either before or after the meeting. Such waiver of notice shall
be deemed the equivalent of the giving of such notice.


 


Section
2.5  Determination of Stockholders of Record.


 


(a)           For
the purpose of determining the stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any distribution or the 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 directors may fix,
in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting,
if applicable.


 


(b)           If
no record date is fixed, the record date for determining stockholders: (i) entitled to notice of and 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; and (ii) 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 any meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned meeting and must fix a new record date if the
meeting is adjourned to a date more than 60 days later than the date set for the original meeting.


 


Section
2.6  Quorum; Adjourned Meetings.


 


(a)           Unless
the Articles of Incorporation provide for a different proportion, stockholders holding at least a majority of the voting power
of the Corporation’s capital stock, represented in person or by proxy (regardless of whether the proxy has authority to
vote on all matters), are necessary to constitute a quorum for the transaction of business at any meeting. If, on any issue, voting
by classes or series is required by the laws of the State of Wyoming, the Articles of Incorporation or these Bylaws, at least
a majority of the voting power, represented in person or by proxy (regardless of whether the proxy has authority to vote on all
matters), within each such class or series is necessary to constitute a quorum of each such class or series.


  


(b)           If
a quorum is not represented, a majority of the voting power represented or the person presiding at the meeting may adjourn the
meeting from time to time until a quorum shall be represented. At any such adjourned meeting at which a quorum shall be represented,
any business may be transacted which might have been transacted as originally called. When a stockholders’ meeting is adjourned
to another time or place hereunder, notice need not be given of the adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken. However, if a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting must be given to each stockholder of record as of the new record date. The stockholders present at a duly
convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the departure
of enough stockholders to leave less than a quorum of the voting power.


 


Section
2.7  Voting.


 


(a)           Unless
otherwise provided in the WBCA, in the Articles of Incorporation, or in the resolution providing for the issuance of preferred
stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation,
each stockholder of record, or such stockholder’s duly authorized proxy, shall be entitled to one (1) vote for each share
of voting stock standing registered in such stockholder’s name at the close of business on the record date.






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(b)           Except
as otherwise provided herein, all votes with respect to shares standing in the name of an individual at the close of business
on the record date (including pledged shares) shall be cast only by that individual or such individual’s duly authorized
proxy. With respect to shares held by a representative of the estate of a deceased stockholder, or a guardian, conservator, custodian
or trustee, even though the shares do not stand in the name of such holder, votes may be cast by such holder upon proof of such
representative capacity. In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares
even though the shares do not stand of record in the name of the receiver; provided, that the order of a court of competent jurisdiction
which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand of record in the name
of a minor, votes may be cast by the duly appointed guardian of the estate of such minor only if such guardian has provided the
Corporation with written proof of such appointment.


 


(c)           With
respect to shares standing of record in the name of another corporation, partnership, limited liability company or other legal
entity on the record date, votes may be cast: (i) in the case of a corporation, by such individual as the bylaws of such other
corporation prescribe, by such individual as may be appointed by resolution of the Board of Directors of such other corporation
or by such individual (including, without limitation, the officer making the authorization) authorized in writing to do so by
the chairman of the board, if any, president, chief executive officer, if any, or any vice president of such corporation; and
(ii) in the case of a partnership, limited liability company or other legal entity, by an individual representing such stockholder
upon presentation to the Corporation of satisfactory evidence of his authority to do so.


 


(d)           Notwithstanding
anything to the contrary contained herein and except for the Corporation’s shares held in a fiduciary capacity, the Corporation
shall not vote, directly or indirectly, shares of its own stock owned by it; and such shares shall not be counted in determining
the total number of outstanding shares entitled to vote. 


 


(e)           Any
holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting
the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled
to vote does vote any of such stockholder’s shares affirmatively and fails to specify the number of affirmative votes, it
will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.


 


(f)           With
respect to shares standing of record in the name of two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees or otherwise and
shares held by two or more persons (including proxy holders) having the same fiduciary relationship in respect to the same shares,
votes may be cast in the following manner:


 


(i)           If
only one person votes, the vote of such person binds all.


 


(ii)          If
more than one person casts votes, the act of the majority so voting binds all.


 


(iii)         If
more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately,
as split.


 


(g)           If
a quorum is present, unless the Articles of Incorporation, these Bylaws, the WBCA, or other applicable law provide for a different
proportion, action by the stockholders entitled to vote on a matter, other than the election of directors, is approved by and
is the act of the stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition
to the action, unless voting by classes or series is required for any action of the stockholders by the laws of the State of Wyoming,
the Articles of Incorporation or these Bylaws, in which case the number of votes cast in favor of the action by the voting power
of each such class or series must exceed the number of votes cast in opposition to the action by the voting power of each such
class or series.


 


(h)           If
a quorum is present, directors shall be elected by a plurality of the votes cast.


 


Section
2.8  Proxies.  At any meeting of stockholders, any holder of shares entitled to vote may designate, in
a manner permitted by the laws of the State of Wyoming, another person or persons to act as a proxy or proxies. Every proxy shall
continue in full force and effect until its expiration or revocation in a manner permitted by the laws of the State of Wyoming.


 






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Section
2.9   Action Without A Meeting.


 


(a)
Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be
taken at any annual or special meeting of such stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less
than the minimum number of votes that we be required to authorize or take the action at a meeting at which all shares entitled
to vote on the action were present and voted. Such instrument may be executed in counterparts or as a unitary document. 


 


(b)
In the event that the action to which the stockholders consent is such as would have required the filing of a certificate under
the Wyoming General Corporation Law, the effect of such consent shall be as if such action had been voted on by stockholders at
a meeting thereof.


 


(c)
If stockholder action is taken by written consent in lieu of meeting signed by less than all of the Corporation's stockholders,
then all non-participating stockholders shall be provided with written notice of the action taken within 10 days after the effective
date of the written instrument taking such action.


 


Section
2.10  Organization.


 


(a)           Meetings
of stockholders shall be presided over by the chairman of the board, or, in the absence of the chairman, by the vice-chairman
of the board, or in the absence of the vice-chairman, the president, or, in the absence of the president, by the chief executive
officer, if any, or, in the absence of the foregoing persons, by a chairman designated by the Board of Directors, or, in the absence
of such designation by the Board of Directors, by a chairman chosen at the meeting by the stockholders entitled to cast a majority
of the votes which all stockholders present in person or by proxy are entitled to cast. The secretary, or in the absence of the
secretary an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant
secretary the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each
such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority
to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper
conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety,
limitation on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting
after the time prescribed for the commencement thereof and the opening and closing of the voting polls.


 


(b)           The
chairman of the meeting may appoint one or more inspectors of elections. The inspector or inspectors may (i) ascertain the number
of shares outstanding and the voting power of each; (ii) determine the number of shares represented at a meeting and the validity
of proxies or ballots; (iii) count all votes and ballots; (iv) determine any challenges made to any determination made by the
inspector(s); and (v) certify the determination of the number of shares represented at the meeting and the count of all votes
and ballots.


 


Section
2.11  Absentees’ Consent to Meetings.  Transactions of any meeting of the stockholders are as valid
as though had at a meeting duly held after regular call and notice if a quorum is represented, either in person or by proxy, and
if, either before or after the meeting, each of the persons entitled to vote, not represented in person or by proxy (and those
who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has
not been lawfully called or convened or expressly object at the meeting to the consideration of matters not included in the notice
which are legally or by the terms of these Bylaws required to be included therein), signs a written waiver of notice and/or consent
to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed
with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute
a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called, noticed or convened and except that attendance at a meeting is not a waiver of any
right to object to the consideration of matters not properly included in the notice if such objection is expressly made at the
time any such matters are presented at the meeting. Neither the business to be transacted at nor the purpose of any regular or
special meeting of stockholders need be specified in any written waiver of notice or consent, except as otherwise provided in
these Bylaws. 


 


Section
2.12  Director Nominations.  Subject to the rights, if any, of the holders of preferred stock to nominate
and elect directors, nominations of persons for election to the Board of Directors of the Corporation may be made by the Board
of Directors, by a committee appointed by the Board of Directors, or by any stockholder of record entitled to vote in the election
of directors who complies with the notice procedures set forth in Section 2.13 below.


 






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Section
2.13  Advance Notice of Stockholder Proposals and Director Nominations by Stockholders.  At any annual
or special meeting of stockholders, proposals by stockholders and persons nominated for election as directors by stockholders
shall be considered only if advance notice thereof has been timely given by the stockholder as provided herein and such proposals
or nominations are otherwise proper for consideration under applicable law, the Articles of Incorporation and these Bylaws. Notice
of any proposal to be presented by any stockholder or of the name of any person to be nominated by any stockholder for election
as a director of the Corporation at any meeting of stockholders shall be delivered to the secretary of the Corporation at its
principal office not less than sixty (60) nor more than ninety (90) days prior to the day of the meeting; provided, however, that
if the date of the meeting is first publicly announced or disclosed (in a public filing or otherwise) less than seventy (70) days
prior to the day of the meeting, such advance notice shall be given not more than ten (10) days after such date is first so announced
or disclosed. Public notice shall be deemed to have been given more than seventy (70) days in advance of the annual meeting if
the Corporation shall have previously disclosed, in these Bylaws or otherwise, that the annual meeting in each year is to be held
on a determinable date, unless and until the Board of Directors determines to hold the meeting on a different date. For purposes
of this Section, public disclosure of the date of a forthcoming meeting may be made by the Corporation not only by giving formal
notice of the meeting, but also by notice to a national securities exchange, the Nasdaq National Market or the Nasdaq SmallCap
Market (if a corporation’s common stock is then listed on such exchange or quoted on either such Nasdaq market), by filing
a report under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (if the Corporation
is then subject thereto), by mailing to stockholders or by a general press release.


 


Any
stockholder who gives notice of any such proposal shall deliver therewith the text of the proposal to be presented and a brief
written statement of the reasons why such stockholder favors the proposal and setting forth such stockholder’s name and
address, the number and class of all shares of each class of stock of the Corporation beneficially owned by such stockholder and
any material interest of such stockholder in the proposal (other than as a stockholder). Any stockholder desiring to nominate
any person for election as a director of the Corporation shall deliver with such notice a statement, in writing, setting forth
(a) the name of the person to be nominated; (b) the number and class of all shares of each class of stock of the Corporation beneficially
owned by such person; (c) the information regarding such person required by paragraphs (a), (e) and (f) of Item 401 of Regulation
S-K adopted by the Securities and Exchange Commission (the “SEC”) (or the corresponding provisions of any regulation
subsequently adopted by the SEC applicable to the Corporation), and any other information regarding such person which would be
required to be included in a proxy statement filed pursuant to the proxy rules of the SEC, had such nominee been nominated, or
intended to be nominated by the Board of Directors; (d) such person’s signed consent to serve as a director of the Corporation
if elected; (e) such stockholder’s name and address and the number and class of all shares of each class of stock of the
Corporation beneficially owned by such stockholder; (f) a representation that such stockholder 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 nominate the
person or persons specified in the notice; and (g) a description of all arrangements or understandings between the stockholder
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 stockholder. As used herein, shares “beneficially owned” shall mean all shares as to which such person, together
with such person’s affiliates and associates (as defined in Rule 12b-2 under the Act), may be deemed to beneficially own
pursuant to Rules 13d-3 and 13d-5 under the Act, as well as all shares as to which such person, together with such person’s
affiliates and associates, has a right to become the beneficial owner pursuant to any agreement or understanding, whereupon the
exercise of warrants, options or rights to convert or exchange (whether such rights are exercisable immediately or only after
the passage of time or the occurrence of conditions). The person presiding at the meeting shall determine whether such notice
has been duly given and shall direct that proposals and nominees not be considered if such notice has not been duly given. Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures
set forth in this Section. Notwithstanding the foregoing provisions hereof, a stockholder shall also comply with all applicable
requirements of the Act, and the rules and regulations thereunder with respect to the matters set forth herein. 


 


ARTICLE
III — DIRECTORS


 


Section
3.1  General Powers; Performance of Duties.  The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors, except as otherwise provided in the WBCA or the Articles of Incorporation.


 






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Section
3.2  Number, Tenure, and Qualifications.  The Board of Directors of the Corporation shall consist of at
least one (1) individual. The number of directors within the foregoing fixed minimum and maximum may be established and changed
from time to time by resolution adopted by the Board of Directors of the Corporation without amendment to these Bylaws or the
Articles of Incorporation. Each director shall hold office until his successor shall be elected or appointed and qualified or
until his earlier death, retirement, disqualification, resignation or removal. No reduction of the number of directors shall have
the effect of removing any director prior to the expiration of his term of office. No provision of this Section shall be restrictive
upon the right of the Board of Directors to fill vacancies or upon the right of the stockholders to remove directors as is hereinafter
provided.


 


Section
3.3  Chairman of the Board.  The Board of Directors shall elect a chairman of the board from the members
of the Board of Directors who shall preside at all meetings of the Board of Directors and stockholders at which he shall be present
and shall have and may exercise such powers as may, from time to time, be assigned to him by the Board of Directors, these Bylaws
or as may be provided by law.


 


Section
3.4  Vice-Chairman of the Board.  The Board of Directors shall elect a vice-chairman of the board from
the members of the Board of Directors who shall preside at all meetings of the Board of Directors and stockholders at which he
shall be present and the chairman is not present and shall have and may exercise such powers as may, from time to time, be assigned
to him by the Board of Directors, these Bylaws or as may be provided by law.


 


Section
3.5  Removal and Resignation of Directors.  Subject to any rights of the holders of preferred stock and
except as otherwise provided in the WBCA, any director may be removed from office with or without cause by the affirmative vote
of the holders of not less than a majority of the voting power of the issued and outstanding stock of the Corporation entitled
to vote generally in the election of directors (voting as a single class) excluding stock entitled to vote only upon the happening
of a fact or event unless such fact or event shall have occurred. A director may be removed by the shareholders only at a meeting
called for the purpose of removing the director and the meeting called for the purpose of removing the director and the meeting
notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director. In addition, the district
court of the county of the Corporation’s principal office, or if none in Wyoming, its registered office, is located may
remove a director of the Corporation from office in a proceeding commenced by or in the right of the Corporation if the court
finds that: (i) the director engaged in fraudulent conduct with respect to the Corporation or its stockholders, grossly abused
the position of director, or intentionally inflicted harm on the corporation; and (ii) considering the director’s course
of conduct and the inadequacy of other available remedies, removal would be in the best interest of the Corporation. Any director
may resign effective upon giving written notice, unless the notice specifies a later time for effectiveness of such resignation,
to the chairman of the board, if any, the president or the secretary, or in the absence of all of them, any other officer. 


 


Section
3.6  Vacancies; Newly Created Directorships.  Subject to any rights of the holders of preferred stock,
any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office,
or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled
by a majority vote of the directors then in office or by a sole remaining director, in either case though less than a quorum,
and the director(s) so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the term
of the class to which he has been elected expires, or until his earlier resignation or removal. If the vacant office was held
by a director elected by a voting group of stockholders, only the directors elected by that voting group are entitled to fill
the vacancy; provided, that if no such directors remain, then the holders of that voting group are entitled to fill the vacancy.
No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent directors.


 


Section
3.7  Annual and Regular Meetings.  Immediately following the adjournment of, and at the same place as,
the annual or any special meeting of the stockholders at which directors are elected, the Board of Directors, including directors
newly elected, shall hold its annual meeting without call or notice, other than this provision, to elect officers and to transact
such further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date, and
hour for holding regular meetings between annual meetings.


 


Section
3.8  Special Meetings.  Except as otherwise required by law, and subject to any rights of the holders
of preferred stock, special meetings of the Board of Directors may be called only by the chairman of the board, if any, or if
there be no chairman of the board, by any of the chief executive officer, if any, the president, or the secretary, and shall be
called by the chairman of the board, if any, the president, the chief executive officer, if any, or the secretary upon the request
of at least a majority of the authorized number of directors. If the chairman of the board, or if there be no chairman of the
board, each of the president, chief executive officer, if any, and secretary, refuses or neglects to call such special meeting,
a special meeting may be called by a written request signed by at least a majority of the authorized number of directors.


 






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Section
3.9  Place of Meetings.  Any regular or special meeting of the directors of the Corporation may be held
at such place as the Board of Directors, or in the absence of such designation, as the notice calling such meeting, may designate.
A waiver of notice signed by the directors may designate any place for the holding of such meeting.


 


Section
3.10  Notice of Meetings.  Except as otherwise provided in Section 3.8 above, there shall be delivered
to each director at the address appearing for him on the records of the Corporation, at least forty-eight (48) before the time
of such meeting, a copy of a written notice of any meeting (a) by delivery of such notice personally, (b) by mailing such notice
postage prepaid, (c) by facsimile, (d) by overnight courier, (e) by telegram, or (f) by electronic transmission or electronic
writing, including, but not limited to, email. If mailed to an address inside the United States, the notice shall be deemed delivered
two (2) business days following the date the same is deposited in the United States mail, postage prepaid. If mailed to an address
outside the United States, the notice shall be deemed delivered four (4) business days following the date the same is deposited
in the United States mail, postage prepaid. If sent via facsimile, by electronic transmission or electronic writing, including,
but not limited to, email, the notice shall be deemed delivered upon sender’s receipt of confirmation of the successful
transmission. If sent via overnight courier, the notice shall be deemed delivered the business day following the delivery of such
notice to the courier. If the address of any director is incomplete or does not appear upon the records of the Corporation it
will be sufficient to address any notice to such director at the registered office of the Corporation. Any director may waive
notice of any meeting, and the attendance of a director at a meeting and oral consent entered on the minutes of such meeting shall
constitute waiver of notice of the meeting unless such director objects, prior to the transaction of any business, that the meeting
was not lawfully called, noticed or convened. Attendance for the express purpose of objecting to the transaction of business thereat
because the meeting was not properly called or convened shall not constitute presence or a waiver of notice for purposes hereof. 


 


Section
3.11  Quorum; Adjourned Meetings.


 


(a)           A
majority of the directors in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business.


 


(b)           At
any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time,
until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present,
any business may be transacted which could have been transacted at the meeting originally called.


 


Section
3.12  Manner of Acting.  Except as provided in Section 3.14 below, the affirmative vote of a majority
of the directors present at a meeting at which a quorum is present is the act of the Board of Directors.


 


Section
3.13  Telephonic Meetings.  Members of the Board of Directors or of any committee designated by the Board
of Directors may participate in a meeting of the Board of Directors or such committee by means of a telephone conference or video
or similar method of communication by which all persons participating in such meeting can hear each other. Participation in a
meeting pursuant to this Section 3.13 constitutes presence in person at the meeting.


 


Section
3.14  Action Without Meeting.  Any action required or permitted to be taken at a meeting of the Board
of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto
is signed by all of the members of the Board of Directors or the committee. The written consent may be signed in counterparts,
including, without limitation, facsimile counterparts, and shall be filed with the minutes of the proceedings of the Board of
Directors or committee.


 


Section
3.15  Powers and Duties.


 


(a)           Except
as otherwise restricted by the laws of the State of Wyoming or the Articles of Incorporation, the Board of Directors has full
control over the business and affairs of the Corporation. The Board of Directors may delegate any of its authority to manage,
control or conduct the business of the Corporation to any standing or special committee, or to any officer or agent, and to appoint
any persons to be agents of the Corporation with such powers, including the power to subdelegate, and upon such terms as may be
deemed fit.


 






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(b)           The
Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion,
may (i) require that any votes cast at such meeting shall be cast by written ballot, and/or (ii) submit any contract or act for
approval or ratification at any annual meeting of the stockholders or any special meeting properly called and noticed for the
purpose of considering any such contract or act, provided a quorum is present. 


 


(c)           The
Board of Directors may, by resolution passed by a majority of the board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. The Board of Directors 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 he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting
in the place of any such absent or disqualified member. Subject to applicable law and to the extent provided in the resolution
of the Board of Directors, any such committee shall have and may exercise all the powers of the Board of Directors in the management
of the business and affairs of the Corporation. Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings
and report the same to the Board of Directors when required.


 


Section
3.16  Compensation.  The Board of Directors, without regard to personal interest, may establish the compensation
of directors for services in any capacity. If the Board of Directors establishes the compensation of directors pursuant to this
subsection, such compensation is presumed to be fair to the Corporation unless proven unfair by a preponderance of the evidence.


 


Section
3.17  Organization.  Meetings of the Board of Directors shall be presided over by the chairman of the
board, or in the absence of the chairman of the board by the vice-chairman, or in his absence by a chairman chosen at the meeting.
The secretary, or in the absence of the secretary an assistant secretary, shall act as secretary of the meeting, but in the absence
of the secretary and any assistant secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.
The order of business at each such meeting shall be as determined by the chairman of the meeting.


 


ARTICLE
IV — OFFICERS


 


Section
4.1  Election.  The Board of Directors, at its annual meeting, shall elect and appoint a president, a
secretary and a treasurer. Said officers shall serve until the next succeeding annual meeting of the Board of Directors and until
their respective successors are elected and appointed and shall qualify or until their earlier resignation or removal. The Board
of Directors may from time to time, by resolution, elect or appoint such other officers and agents as it may deem advisable, who
shall hold office at the pleasure of the board, and shall have such powers and duties and be paid such compensation as may be
directed by the board. Any individual may hold two or more offices.


 


Section
4.2  Removal; Resignation.  Any officer or agent elected or appointed by the Board of Directors may be
removed by the Board of Directors with or without cause. Any officer may resign at any time upon written notice to the Corporation.
Any such removal or resignation shall be subject to the rights, if any, of the respective parties under any contract between the
Corporation and such officer or agent.


 


Section
4.3  Vacancies.  Any vacancy in any office because of death, resignation, removal or otherwise may be
filled by the Board of Directors for the unexpired portion of the term of such office.


 


Section
4.4  Chief Executive Officer.  The Board of Directors may elect a chief executive officer who, subject
to the supervision and control of the Board of Directors, shall have the ultimate responsibility for the management and control
of the business and affairs of the Corporation, and shall perform such other duties and have such other powers which are delegated
to him by the Board of Directors, these Bylaws or as may be provided by law. 


 


Section
4.5  President.  The president, subject to the supervision and control of the Board of Directors, shall
in general actively supervise and control the business and affairs of the Corporation. The president shall keep the Board of Directors
fully informed as the Board of Directors may request and shall consult the Board of Directors concerning the business of the Corporation.
The president shall perform such other duties and have such other powers which are delegated and assigned to him by the Board
of Directors if any, these Bylaws or as may be provided by law.


 






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Section
4.6  Vice Presidents.  The Board of Directors may elect one or more vice presidents. In the absence or
disability of the president, or at the president’s request, the vice president or vice presidents, in order of their rank
as fixed by the Board of Directors, and if not ranked, the vice presidents in the order designated by the Board of Directors,
or in the absence of such designation, in the order designated by the president, shall perform all of the duties of the president,
and when so acting, shall have all the powers of, and be subject to all the restrictions on the president. Each vice president
shall perform such other duties and have such other powers which are delegated and assigned to him by the Board of Directors,
the president, these Bylaws or as may be provided by law.


 


Section
4.7  Secretary.  The secretary shall attend all meetings of the stockholders, the Board of Directors and
any committees, and shall keep, or cause to be kept, the minutes of proceeds thereof in books provided for that purpose. He shall
keep, or cause to be kept, a register of the stockholders of the Corporation and shall be responsible for the giving of notice
of meetings of the stockholders, the Board of Directors and any committees, and shall see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law. The secretary shall be custodian of the corporate seal, the records
of the Corporation, the stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board
of Directors or appropriate committee may direct. The secretary shall perform all other duties commonly incident to his office
and shall perform such other duties which are assigned to him by the Board of Directors, the chief executive officer, if any,
the president, these Bylaws or as may be provided by law.


 


Section
4.8  Assistant Secretaries.  An assistant secretary shall, at the request of the secretary, or in the
absence or disability of the secretary, perform all the duties of the secretary. He shall perform such other duties as are assigned
to him by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as may be provided by law.


 


Section
4.9  Treasurer.  The treasurer, subject to the order of the Board of Directors, shall have the care and
custody of, and be responsible for, all of the money, funds, securities, receipts and valuable papers, documents and instruments
of the Corporation, and all books and records relating thereto. The treasurer shall keep, or cause to be kept, full and accurate
books of accounts of the Corporation’s transactions, which shall be the property of the Corporation, and shall render financial
reports and statements of condition of the Corporation when so requested by the Board of Directors, the chairman of the board,
if any, the chief executive officer, if any, or the president. The treasurer shall perform all other duties commonly incident
to his office and such other duties as may, from time to time, be assigned to him by the Board of Directors, the chief executive
officer, if any, the president, these Bylaws or as may be provided by law. The treasurer shall, if required by the Board of Directors,
give bond to the Corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful
performance of all the duties of the treasurer and for restoration to the Corporation, in the event of the treasurer’s death,
resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the treasurer’s
custody or control and belonging to the Corporation. The expense of such bond shall be borne by the Corporation. If a chief financial
officer has not been appointed, the treasurer may be deemed the chief financial officer of the Corporation. 


 


Section
4.10  Assistant Treasurer.  An assistant treasurer shall, at the request of the treasurer, or in the absence
or disability of the treasurer, perform all the duties of the treasurer. He shall perform such other duties which are assigned
to him by the Board of Directors, the chief executive officer, the president, the treasurer, these Bylaws or as may be provided
by law. The Board of Directors may require an assistant treasurer to give a bond to the Corporation, at the Corporation’s
expense, in such sum and with such security as it may approve, for the faithful performance of his duties, and for restoration
to the Corporation, in the event of the assistant treasurer’s death, resignation, retirement or removal from office, of
all books, records, papers, vouchers, money and other property in the assistant treasurer’s custody or control and belonging
to the Corporation.


 


Section
4.11  Execution of Negotiable Instruments, Deeds and Contracts.  All checks, drafts, notes, bonds, bills
of exchange, and orders for the payment of money of the Corporation; all deeds, mortgages, proxies, powers of attorney and other
written contracts, documents, instruments and agreements to which the Corporation shall be a party; and all assignments or endorsements
of stock certificates, registered bonds or other securities owned by the Corporation shall be signed in the name of the Corporation
by such officers or other persons as the Board of Directors may from time to time designate. The Board of Directors may authorize
the use of the facsimile signatures of any such persons. Any officer of the Corporation shall be authorized to attend, act and
vote, or designate another officer or an agent of the Corporation to attend, act and vote, at any meeting of the owners of any
entity in which the Corporation may own an interest or to take action by written consent in lieu thereof. Such officer or agent,
at any such meeting or by such written action, shall possess and may exercise on behalf of the Corporation any and all rights
and powers incident to the ownership of such interest.


 






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ARTICLE
V — CAPITAL STOCK


 


Section
5.1  Issuance.  Shares of the Corporation’s authorized stock shall, subject to any provisions or
limitations of the laws of the State of Wyoming, the Articles of Incorporation or any contracts or agreements to which the Corporation
may be a party, be issued in such manner, at such times, upon such conditions and for such consideration as shall be prescribed
by the Board of Directors.


 


Section
5.2  Stock Certificates and Uncertified Shares.  Every holder of stock in the Corporation shall be entitled
to have a certificate signed by or in the name of the Corporation by the president, the chief executive officer, if any, or a
vice president, and by the secretary or an assistant secretary, of the Corporation (or any other two officers or agents so authorized
by the Board of Directors), certifying the number of shares of stock owned by him, her or it in the Corporation; provided, however,
that the Board of Directors may authorize the issuance of uncertificated shares of some or all of any or all classes or series
of the Corporation’s stock. Any such issuance of uncertificated shares shall have no effect on existing certificates for
shares until such certificates are surrendered to the Corporation, or on the respective rights and obligations of the stockholders.
Whenever such certificate is countersigned or otherwise authenticated by a transfer agent or a transfer clerk and by a registrar
(other than the Corporation), then a facsimile of the signatures of any corporate officers or agents, the transfer agent, transfer
clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures.
In the event that any officer or officers who have signed, or whose facsimile signatures have been used on any certificate or
certificates for stock cease to be an officer or officers because of death, resignation or other reason, before the certificate
or certificates for stock have been delivered by the Corporation, the certificate or certificates may nevertheless be adopted
by the Corporation and be issued and delivered as though the person or persons who signed the certificate or certificates, or
whose facsimile signature or signatures have been used thereon, had not ceased to be an officer or officers of the Corporation. 


 


Within
a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner
thereof a written statement certifying the number of shares owned by him, her or it in the Corporation and, at least annually
thereafter, the Corporation shall provide to such stockholders of record holding uncertificated shares, a written statement confirming
the information contained in such written statement previously sent. Except as otherwise expressly provided by law, the rights
and obligations of the stockholders shall be identical whether or not their shares of stock are represented by certificates.


 


Each
certificate representing shares shall state the following upon the face thereof: the name of the state of the Corporation’s
organization; the name of the person to whom issued; the number and class of shares and the designation of the series, if any,
which such certificate represents; the par value of each share, if any, represented by such certificate or a statement that the
shares are without par value. Certificates of stock shall be in such form consistent with law as shall be prescribed by the Board
of Directors. No certificate shall be issued until the shares represented thereby are fully paid.


 


Section
5.3  Surrendered; Lost or Destroyed Certificates.  All certificates surrendered to the Corporation, except
those representing shares of treasury stock, shall be canceled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been canceled, except that in case of a lost, stolen, destroyed or mutilated certificate,
a new one may be issued therefor. However, any stockholder applying for the issuance of a stock certificate in lieu of one alleged
to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the Corporation with
his, her or its affidavit of the facts surrounding the loss, theft, destruction or mutilation and, if required by the Board of
Directors, an indemnity bond in an amount not less than twice the current market value of the stock, and upon such terms as the
treasurer or the Board of Directors shall require which shall indemnify the Corporation against any loss, damage, cost or inconvenience
arising as a consequence of the issuance of a replacement certificate.


 


Section
5.4  Replacement Certificate.  When the Articles of Incorporation are amended in any way affecting the
statements contained in the certificates for outstanding shares of capital stock of the Corporation or it becomes desirable for
any reason, in the discretion of the Board of Directors, including, without limitation, the merger of the Corporation with another
Corporation or the conversion or reorganization of the Corporation, to cancel any outstanding certificate for shares and issue
a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding
certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board
of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote,
receive distributions or exercise any other rights of stockholders of record until the holder has complied with the order, but
the order operates to suspend such rights only after notice and until compliance.


 






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Section
5.5  Transfer of Shares.  No transfer of stock shall be valid as against the Corporation except on surrender
and cancellation of the certificates therefor accompanied by an assignment or transfer by the registered owner made either in
person or under assignment. Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral
nature of the transfer shall be reflected in the entry of transfer in the records of the Corporation.


 


Section
5.6  Transfer Agent; Registrars.  The Board of Directors may appoint one or more transfer agents, transfer
clerks and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer
agents, transfer clerks and/or registrars of transfer.


 


Section
5.7  Miscellaneous.  The Board of Directors shall have the power and authority to make such rules and
regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates
for shares of the Corporation’s stock. 


 


ARTICLE
VI — DISTRIBUTIONS


 


Distributions
may be declared, subject to the provisions of the laws of the State of Wyoming and the Articles of Incorporation, by the Board
of Directors and may be paid in cash, property, shares of corporate stock, or any other medium. The Board of Directors may fix
in advance a record date, as provided in Section 2.5 above, prior to the distribution for the purpose of determining stockholders
entitled to receive any distribution.


 


ARTICLE
VII — RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS


 


Section
7.1  Records.  All original records of the Corporation, shall be kept at the principal office of the Corporation
by or under the direction of the secretary or at such other place or by such other person as may be prescribed by these Bylaws
or the Board of Directors.


 


Section
7.2  Corporate Seal.  The Board of Directors may, by resolution, authorize a seal, and the seal may be
used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically
provided herein, any officer of the Corporation shall have the authority to affix the seal to any document requiring it.


 


Section
7.3  Fiscal Year-End.  The fiscal year-end of the Corporation shall be such date as may be fixed from
time to time by resolution of the Board of Directors.


 


ARTICLE
VIII — INDEMNIFICATION


 


Section
8.1  Indemnification and Insurance.


 


(a)           Indemnification
of Directors and Officers.


 


(i)           For
purposes of this Article VIII,


 


(A)           “Indemnitee”
shall mean each director or officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved
in, any Proceeding (as herein defined), by reason of the fact that he is or was a director or officer of the Corporation or member,
manager or managing member of a predecessor limited liability company or affiliate of such limited liability company or is or
was serving in any capacity at the request of the Corporation as a director, officer, employee, agent, partner, member, manager
or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability company,
trust, or other enterprise; and


 






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(B)           “Proceeding”
shall mean any threatened, pending, or completed action, suit or proceeding (including, without limitation, an action, suit or
proceeding by or in the right of the Corporation), whether civil, criminal, administrative, or investigative.


 


(ii)           Each
Indemnitee shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Wyoming law, against all
expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding; provided
that such Indemnitee either is not liable pursuant to the WBCA or acted in good faith and in a manner such Indemnitee reasonably
believed to be in or not opposed to the best interests of the Corporation and, with respect to any Proceeding that is criminal
in nature, had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the
Indemnitee is liable pursuant to the WBCA or did not act in good faith and in a manner in which he reasonably believed to be in
or not opposed to the best interests of the Corporation, or that, with respect to any criminal proceeding he had reasonable cause
to believe that his conduct was unlawful. The Corporation shall not indemnify an Indemnitee for any claim, issue or matter as
to which the Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the Corporation or for any amounts paid in settlement to the Corporation, unless and only to the extent that the
court in which the Proceeding was brought or other court of competent jurisdiction determines upon application that in view of
all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts as the court
deems proper. Except as so ordered by a court and for advancement of expenses pursuant to this Section, indemnification may not
be made to or on behalf of an Indemnitee if a final adjudication establishes that his acts or omissions involved intentional misconduct,
fraud or a knowing violation of law and was material to the cause of action. Notwithstanding anything to the contrary contained
in these Bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed
action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation),
whether civil, criminal, administrative or investigative, that such director or officer incurred in his capacity as a stockholder. 


 


(iii)           Indemnification
pursuant to this Section shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation or member,
manager or managing member of a predecessor limited liability company or affiliate of such limited liability company or a director,
officer, employee, agent, partner, member, manager or fiduciary of, or to serve in any other capacity for, another corporation
or any partnership, joint venture, limited liability company, trust, or other enterprise and shall inure to the benefit of his
heirs, executors and administrators.


 


(iv)           The
expenses of Indemnitees must be paid by the Corporation or through insurance purchased and maintained by the Corporation or through
other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the Proceeding,
upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by
a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation and a written affirmation of the
Indemnitee’s good faith belief that director complied with these Bylaws and Wyoming law. To the extent that a director or
officer of the Corporation is successful on the merits or otherwise in defense of any Proceeding, or in the defense of any claim,
issue or matter therein, the Corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably
incurred in by him in connection with the defense.


 


(b)           Indemnification
of Employees and Other Persons.  The Corporation may, by action of its Board of Directors and to the extent provided
in such action, indemnify employees and other persons as though they were Indemnitees.


 


(c)           Non-Exclusivity
of Rights.  The rights to indemnification provided in this Article shall not be exclusive of any other rights that any
person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or these Bylaws, agreement,
vote of stockholders or directors, or otherwise.


 


(d)           Insurance.  The
Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any Indemnitee for any liability
asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee, member, managing
member or agent, or arising out of his status as such, whether or not the Corporation has the authority to indemnify him against
such liability and expenses.


 






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(e)           Other
Financial Arrangements.  The other financial arrangements which may be made by the Corporation may include the following
(i) the creation of a trust fund; (ii) the establishment of a program of self-insurance; (iii) the securing of its obligation
of indemnification by granting a security interest or other lien on any assets of the Corporation; (iv) the establishment of a
letter of credit, guarantee or surety. No financial arrangement made pursuant to this subsection may provide protection for a
person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional
misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by
a court.


 


(f)           Other
Matters Relating to Insurance or Financial Arrangements.  Any insurance or other financial arrangement made on behalf
of a person pursuant to this Section may be provided by the Corporation or any other person approved by the Board of Directors,
even if all or part of the other person’s stock or other securities is owned by the Corporation. In the absence of fraud,
(i) the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial
arrangement made pursuant to this Section and the choice of the person to provide the insurance or other financial arrangement
is conclusive; and (ii) the insurance or other financial arrangement is not void or voidable and does not subject any director
approving it to personal liability for his action; even if a director approving the insurance or other financial arrangement is
a beneficiary of the insurance or other financial arrangement.


 


Section
8.2  Amendment.  The provisions of this Article VIII relating to indemnification shall constitute a contract
between the Corporation and each of its directors and officers which may be modified as to any director or officer only with that
person’s consent or as specifically provided in this Section. Notwithstanding any other provision of these Bylaws relating
to their amendment generally, any repeal or amendment of this Article which is adverse to any director or officer shall apply
to such director or officer only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification with
respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision
of these Bylaws (including, without limitation, Article XI below), no repeal or amendment of these Bylaws shall affect any or
all of this Article VIII so as to limit or reduce the indemnification in any manner unless adopted by (a) the unanimous vote of
the directors of the Corporation then serving, or (b) by the stockholders as set forth in Article XI hereof; provided that no
such amendment shall have a retroactive effect inconsistent with the preceding sentence. 


 


ARTICLE
IX — ELECTION NOT TO BE SUBJECT TO

CERTAIN PROVISIONS OF WYOMING LAW


 


Section
9.1 Election Not to Be Subject to the Restrictions in WBCA 17-18-104(b) Related to Restrictions on Business Combinations. The
Corporation elects not to be subject to the restrictions in WBCA 17-18-104(b).


 


Section
9.2 Election Not to Be Subject to the Restrictions in WBCA 17-18-105 Through 17-18-111 Related to Takeover Protection Provisions.
The Corporation elects not to be subject to the restrictions in WBCA 17-18-105 through 17-18-111.


 


ARTICLE
X — CHANGES IN WYOMING LAW


 


References
in these Bylaws to Wyoming law or the WBCA or to any provision thereof shall be to such law as it existed on the date these Bylaws
were adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability
of directors or officers or limits the indemnification rights or the rights to advancement of expenses which the Corporation may
provide in Article VIII hereof, the rights to limited liability, to indemnification and to the advancement of expenses provided
in the Articles of Incorporation and/or these Bylaws shall continue as theretofore to the extent permitted by law; and (b) if
such change permits the Corporation, without the requirement of any further action by stockholders or directors, to limit further
the liability of directors or limit the liability of officers or to provide broader indemnification rights or rights to the advancement
of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and
the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.


 


ARTICLE
XI — AMENDMENT OR REPEAL


 


Section
11.1  Board of Directors.  In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors of the Corporation is expressly authorized to amend or repeal these Bylaws, including but not limited to, such
amendment or repeal of these Bylaws that increase the quorum or voting requirements for the Board of Directors.


 


Section
11.2  Stockholders.  Notwithstanding Section 11.1 above, these Bylaws may be amended or repealed in any
respect by the affirmative vote of the holders of at majority of the outstanding voting power of the Corporation, voting together
as a single class.


 






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