Form 8-K
8-K — Toppoint Holdings Inc.
Accession: 0001213900-26-105221
Filed: 2026-09-30
Period: 2026-09-25
CIK: 0001960847
SIC: 4210 (TRUCKING & COURIER SERVICES (NO AIR))
Item: Material Modifications to Rights of Security Holders
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — ea0306266-8k_toppoint.htm (Primary)
EX-2.1 — PLAN OF CONVERSION OF TOPPOINT HOLDINGS INC., DATED SEPTEMBER 8, 2026 (ea030626601ex2-1.htm)
EX-3.1 — CERTIFICATE OF CONVERSION OF TOPPOINT HOLDINGS INC., AS FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON SEPTEMBER 25, 2026 (ea030626601ex3-1.htm)
EX-3.2 — CERTIFICATE OF INCORPORATION OF TOPPOINT HOLDINGS INC., AS FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON SEPTEMBER 25, 2026 (ea030626601ex3-2.htm)
EX-3.3 — BYLAWS OF TOPPOINT HOLDINGS INC., EFFECTIVE AS OF SEPTEMBER 25, 2026 (ea030626601ex3-3.htm)
EX-3.4 — ARTICLES OF CONVERSION OF TOPPOINT HOLDINGS INC., AS FILED WITH THE SECRETARY OF STATE OF THE STATE OF NEVADA ON SEPTEMBER 25, 2026 (ea030626601ex3-4.htm)
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8-K — CURRENT REPORT
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 25, 2026
Toppoint Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-42471
92-2375560
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
1250 Kenas Road, North Wales, PA
19454
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code 551-866-1320
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
TOPP
NYSE American LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03 Material Modification to Rights
of Security Holders.
At the 2026 Annual Meeting
of Stockholders (the “Annual Meeting”) of Toppoint Holdings Inc. (the “Company”)
held on September 8, 2026, the stockholders approved a proposal to reincorporate the Company from the State of Nevada to the State of
Delaware (the “Reincorporation”) by means of a plan of conversion (the “Plan of Conversion”),
as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August
10, 2026, as supplemented by the Company’s definitive additional materials filed on August 24, 2026 (collectively, the “Proxy
Statement”).
On September 25, 2026, the Company filed (i) a Certificate of Conversion
with the Secretary of State of the State of Delaware (the “Delaware Certificate of Conversion”) and (ii) a Certificate
of Incorporation with the Secretary of State of the State of Delaware (the “Delaware Certificate of Incorporation”),
and on September 26, 2026, the Company filed Articles of Conversion with the Secretary of State of the State of Nevada (the “Nevada
Articles of Conversion”), pursuant to which the Reincorporation became effective upon the filing of the Nevada Articles
of Conversion (the “Effective Time”).
At the Effective Time, the
Company’s domicile changed from the State of Nevada to the State of Delaware. In addition, the Company’s affairs ceased to
be governed by the laws of the State of Nevada and the Company’s existing Articles of Incorporation, as amended, and Bylaws, as
amended, and instead became governed by the laws of the State of Delaware, the Delaware Certificate of Incorporation and the bylaws of
the Company adopted in connection with the Reincorporation (the “Delaware Bylaws”). The Reincorporation did
not result in any change in the Company’s headquarters, business, jobs, management, properties, locations of its offices or facilities,
number of employees, obligations, assets, liabilities or net worth, other than as a result of the costs incident to the Reincorporation.
The Company continued in existence under the same name, Toppoint Holdings Inc.
At the Effective Time, each
share of the Company’s common stock, par value $0.0001 per share, outstanding immediately before the Effective Time (the “Nevada
Corporation Common Stock”) automatically converted into one validly issued, fully paid and nonassessable share of common
stock, par value $0.0001 per share, of the Delaware corporation (the “Delaware Corporation Common Stock”). Each certificate
or book-entry position representing Nevada Corporation Common Stock immediately before the Effective Time now represents the same number
of shares of Delaware Corporation Common Stock, without any exchange or reissuance of certificates.
At the Effective Time, each outstanding option,
warrant, restricted stock unit or other right to acquire, or security convertible into, Nevada Corporation Common Stock continued in existence
and automatically became a corresponding right to acquire, or security convertible into, an equal number of shares of Delaware Corporation
Common Stock on the same terms and conditions. Each equity plan under which such awards were granted was assumed by the Delaware corporation.
The Delaware Corporation Common Stock continues
to trade on NYSE American under the symbol “TOPP.” The Company does not expect any interruption in trading as a result of
the Reincorporation.
1
Certain rights of the Company’s stockholders
changed as a result of the Reincorporation, including a reduction in the stockholder meeting quorum requirement from a majority to one-third
of the shares issued and outstanding and entitled to vote, and a change in the court generally designated as the exclusive forum for certain
corporate claims from the Eighth Judicial District Court of Clark County, Nevada, to the Delaware Court of Chancery. A description of
the material differences between the rights of the Company’s stockholders before and after the Reincorporation is included under
“Certain Effects of the Change in State of Incorporation” within “Proposal 2—Approval of the Delaware Reincorporation
Proposal” in the Proxy Statement, which description is incorporated herein by reference.
In connection with the Reincorporation and as
approved by the Company’s stockholders at the Annual Meeting, the Delaware Certificate of Incorporation authorizes the Company to
issue an aggregate of 1,050,000,000 shares of capital stock, consisting of 1,000,000,000 shares of common stock, par value $0.0001 per
share, and 50,000,000 shares of preferred stock, par value $0.0001 per share. The increase in authorized shares of common stock did not,
by itself, result in the issuance of any additional shares or otherwise change the number of shares issued and outstanding.
The foregoing description of the Reincorporation,
the Plan of Conversion, the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation, the Delaware Bylaws and Nevada
Articles of Conversion does not purport to be complete and is qualified in its entirety by reference to the Plan of Conversion, the Delaware
Certificate of Conversion, the Delaware Certificate of Incorporation, the Delaware Bylaws and Nevada Articles of Conversion, copies of
which are filed as Exhibits 2.1, 3.1, 3.2, 3.3 and 3.4, respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The information set forth under Item 3.03 of this
Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
2.1
Plan of Conversion of Toppoint Holdings Inc., dated September 8, 2026.
3.1
Certificate of Conversion of Toppoint Holdings Inc., as filed with the Secretary of State of the State of Delaware on September 25, 2026.
3.2
Certificate of Incorporation of Toppoint Holdings Inc., as filed with the Secretary of State of the State of Delaware on September 25, 2026.
3.3
Bylaws of Toppoint Holdings Inc., effective as of September 25, 2026.
3.4
Articles of Conversion of Toppoint Holdings Inc., as filed with the Secretary of State of the State of Nevada on September 25, 2026.
104
Cover Page Interactive Data File (embedded with the Inline XBRL document)
2
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: September 30, 2026
Toppoint Holdings Inc.
By:
/s/ Hok C Chan
Name:
Hok C Chan
Title:
Chief Executive Officer and President
3
EX-2.1 — PLAN OF CONVERSION OF TOPPOINT HOLDINGS INC., DATED SEPTEMBER 8, 2026
EX-2.1
Filename: ea030626601ex2-1.htm · Sequence: 2
Exhibit 2.1
PLAN
OF Conversion
Converting
TOPPOINT
HOLDINGS INC.
(a Nevada corporation)
into
TOPPOINT
HOLDINGS INC.
(a Delaware corporation)
This Plan of Conversion (this
“Plan”) is adopted as of September 8, 2026 for the conversion of Toppoint Holdings Inc., a Nevada corporation (the
“Converting Entity”), into Toppoint Holdings Inc., a Delaware corporation (the “Converted Entity”)
(the “Conversion”).
ARTICLE I
Conversion
1.01. The
Conversion. The Converting Entity shall effect the Conversion into the Converted Entity in accordance with and subject to the terms
of this Plan and pursuant to the terms and conditions of Section 92A.195 of the Nevada Revised Statutes (the “Nevada Statutes”)
and Section 265 of the Delaware General Corporation Law (the “DGCL”). At the Effective Time (as defined in Section
1.03 hereof), the Converting Entity shall be converted into the Converted Entity, and the separate existence of the Converting Entity
shall cease, all with the effect provided in the Nevada Statutes and the DGCL; including without limitation, that all of the rights, privileges
and powers of the Converting Entity and all property, real, personal and mixed, and all debts due to the Converting Entity, as well as
all other things and causes of action belonging to the Converting Entity and all liabilities and obligations of the Converting Entity
shall be transferred to and vested in the Converted Entity, as the surviving entity, and shall thereafter be the property and obligations
of the Converted Entity as they were of the Converting Entity prior to the Conversion, and no such assets or liabilities shall revert
or be in any way impaired by reason of the Conversion.
1.02. Filings.
As promptly as practicable following the adoption of this Plan by the Board of Directors (the “Board”) and the stockholders
(the “Stockholders”) of the Converting Entity, the Converting Entity shall cause the Conversion to be effective by:
(a) executing and filing (or
causing the execution and filing of) (i) an Articles of Conversion pursuant to Section 92A.205 of the Nevada Statutes with the Secretary
of State of the State of Nevada and (ii) a Certificate of Conversion pursuant to Section 265 of the DGCL with the Secretary of State of
the State of Delaware, each in a form reasonably acceptable to any officer of the Converting Entity ((i) and (ii), collectively, the “Certificates
of Conversion”); and
(b) executing, acknowledging
and filing (or causing the execution, acknowledgment and filing of) a Certificate of Incorporation of the Corporation substantially in
the form of Exhibit A attached hereto (the “Certificate of Incorporation”) with the Secretary of State of the
State of Delaware.
1.03. Effectiveness.
The Conversion shall have become effective immediately upon the filing of the Certificates of Conversion and the Certificate of Incorporation
(the “Effective Time”). As of the Effective Time, the Converted Entity will be governed by the terms and conditions
of the Certificate of Incorporation and the Bylaws of the Converted Entity substantially in the form of Exhibit B attached hereto,
each as amended from time to time, and the DGCL.
1.04. Approval
of Conversion. The Board approved and declared advisable the Conversion and this Plan, and the holders of a majority of the voting
power of the Stockholders entitled to vote thereon approved the Conversion and this Plan at the annual meeting held on September 8, 2026,
following notice given in accordance with NRS 78.370 and the Bylaws.
1.05. Further
Assurances. If at any time the Converting Entity, or its successors or assigns, shall consider or be advised that any further assignments
or assurances in law or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in the Converted
Entity its rights, title or interest in, to or under any of the rights, properties or assets of the Converting Entity acquired or to be
acquired by the Converted Entity as a result of, or in connection with, the Conversion, or (b) otherwise carry out the purposes of this
Plan, the Converting Entity and its proper officers and the Board shall be deemed to have granted to the Converted Entity an irrevocable
power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper
to vest, perfect or confirm title to and possession of such rights, properties or assets in the Converted Entity and otherwise to carry
out the purposes of this Plan; and the proper officers and directors of the Converted Entity are fully authorized in the name of the Converting
Entity or otherwise to take any and all such actions.
1.06. Intended
Tax Treatment. The Conversion is intended to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Internal
Revenue Code of 1986, as amended, as a mere change in the place of organization of the Converting Entity. This Plan is intended to constitute
a plan of reorganization for U.S. federal income tax purposes. The Converted Entity intends to report the Conversion consistently with
such intended treatment unless otherwise required by applicable law.
1.07. Reverse
Stock Split. The Board shall be authorized, following the Effective Time, to approve an amendment to the Certificate of Incorporation,
at the discretion of the Board, to effect one or more reverse stock splits over the course of the next three years (each a “Reverse
Stock Split”) with respect to the Converted Entity’s issued and outstanding common stock, par value $0.0001 per share (the
“common stock”), including any common stock held by the Converted Entity as treasury shares, at any time prior to or on August
24, 2029, at a ratio of 1-for-2 to 1-for-900 (the “Range”) provided that the aggregate splits will not exceed 1-for-900, with
the ratio within such Range to be determined at the discretion of the Board (or any of its delegated authorized persons) without further
approval or authorization of the stockholders of the Converted Entity.
The text of the proposed amendment
to the Certificate of Incorporation to be authorized the Board, in its discretion, to effect one or more Reverse Stock Splits is as follows:
“1. The
following second paragraph shall be added after the first paragraph of Article FOURTH of the Certificate of Incorporation of the Corporation,
as amended, to read as follows:
“Reverse
Stock Split. Upon the effectiveness of the filing of this Certificate of Amendment (the “Effective Time”), each
share of the Corporation’s common stock, par value $0.0001 per share (the “Old Common Stock”), either issued
or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified
and combined (without any further act) into a smaller number of shares such that each [____] (___)1 shares
of Old Common Stock issued and outstanding or held by the Corporation as treasury stock immediately prior to the Effective Time is reclassified
into one (1) share of Common Stock, par value $0.0001 per share, of the Corporation (the “New Common Stock”)
(the “Reverse Stock Split”). No fractional shares of Common Stock will be issued as a result of the Reverse Stock
Split; any fractional shares resulting from the Reverse Stock Split shall be rounded up to the next whole number of shares of New Common
Stock at the participant level, and all shares of Common Stock eliminated as a result of the Reverse Stock Split will be cancelled. Any
stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the
Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New
Common Stock into which such shares of Old Common Stock shall have been reclassified plus the fraction, if any, of a share of New Common
Stock issued as aforesaid. The Reverse Stock Split shall not have effect on the authorized number or par value of the capital stock of
the Corporation.” ”
1 The Board of Directors will have the discretion to effect
the Reverse Stock Split at a ratio of any whole number between 1-for-2 and 1-for-900.
2
ARTICLE II
Securities
2.01. Conversion
of Securities. At the Effective Time, by virtue of the Conversion and without any action on the part of the Corporation or any holder,
each share of common stock, par value $0.0001 per share, of the Converting Entity issued and outstanding immediately prior to the Effective
Time shall convert into one (1) validly issued, fully paid, and non-assessable share of common stock, par value $0.0001 per share, of
the Converted Entity. Each certificate or book-entry position that represented shares of the Converting Entity’s common stock immediately
prior to the Effective Time shall, from and after the Effective Time, represent the same number of shares of the Converted Entity’s
common stock, without any exchange or reissuance of certificates.
2.02. Equity
Awards and Convertible Securities. At the Effective Time, each option, warrant, restricted stock unit, or other right to acquire,
or security convertible into, common stock of the Converting Entity outstanding immediately prior to the Effective Time shall continue
in existence and, without any action on the part of the holder, represent the right to acquire (or convert into) an equal number of shares
of common stock of the Converted Entity, on the same terms and conditions, and any plan under which such awards were granted shall be
assumed by the Converted Entity.
ARTICLE III
Miscellaneous
3.01. Termination.
This Plan may be terminated and the Conversion contemplated hereby may be abandoned at any time prior to the Effective Time by action
of the Stockholders if it is determined that for any reason the completion of the transactions provided for herein would be inadvisable
or not in the best interests of the Converting Entity or the Stockholders. In the event of such termination and abandonment, this Plan
shall become void and neither the Converting Entity nor its equity holders, officers or directors shall have any liability or rights with
respect to such termination and abandonment.
3.02. Amendment.
This Plan may be supplemented, amended or modified by consent of the Stockholders. No amendment of any provision hereof shall be valid
unless the same shall be in writing and approved by the Stockholders in accordance with this Section 3.02.
3.03. Governing
Law. This Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws.
3.04. Third
Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person other than as expressly provided herein.
3.05. 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.
3.06. Entire
Agreement. This Plan, including the documents and instruments referred to herein, constitutes the entire agreement and supersedes
all other prior agreements and undertakings, both written and oral, among the Converting Entity and the Converted Entity, with respect
to the subject matter hereof.
* * * *
3
IN WITNESS WHEREOF,
the undersigned authorized person has caused this Plan of Conversion to be executed as of the date first set forth above.
By:
/s/ Hok C Chan
Name:
Hok C Chan
Title:
Chief Executive Officer
4
Exhibit A
Certificate of Incorporation
(See Attached)
A-1
CERTIFICATE
OF INCORPORATION
OF
TOPPOINT HOLDINGS INC.
Dated: September 8, 2026
FIRST: The name of
the corporation is Toppoint Holdings Inc. (the “Corporation”).
SECOND:
The address of the Corporation’s registered office in the State of Delaware is Vcorp Agent Services, Inc., 108 W. 13th
Street, Suite 100, Wilmington, DE 19801, New Castle County, and the name of the Corporation’s registered
agent at such address is Vcorp Agent Services, Inc.
THIRD: The purpose
for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “DGCL”).
FOURTH: The Corporation
is authorized to issue an aggregate of 1,050,000,000 shares of capital stock, which shall consist of: (i) 1,000,000,000 shares of common
stock, $0.0001 par value per share (“Common Stock”); and (ii) 50,000,000 blank check preferred stock $0.0001 par value per
share (“Blank Check Preferred Stock”). The Blank Check Preferred Stock may be issued from time to time and in one or more
series. The Board of Directors of the Corporation is authorized to create, designate and determine or alter the powers, preferences and
rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Blank Check Preferred
Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing
the number of shares constituting any series of Blank Check Preferred Stock, to increase or decrease (but not below the number of shares
of any such series of Preferred Stock then outstanding) the number of shares of any such series of Blank Check Preferred Stock, and to
fix the number of shares of any series of Blank Check Preferred Stock. In the event that the number of shares of any series of Blank Check
Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which such shares had prior to the
adoption of the resolution originally fixing the number of shares of such series of Blank Check Preferred Stock subject to the requirements
of applicable law.
FIFTH: Subject to the
provisions of the DGCL, the number of Directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation.
SIXTH: To the fullest
extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors,
officers and agents of the Corporation (and any other persons to which the DGCL permits the Corporation to provide indemnification) through
bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess
of the indemnification and advancement otherwise permitted by Section 145 of the DGCL. Any amendment, repeal or modification of the foregoing
provisions of this Article SIXTH shall not adversely affect any right or protection of any director, officer or other agent of the Corporation
existing at the time of such amendment, repeal or modification.
SEVENTH: To the fullest
extent permitted by law, no person who is or was at any time a director or officer, as applicable, of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such person as a director or officer;
provided, however, that, unless and except to the extent otherwise permitted from time to time by applicable law, the provisions of this
Article SEVENTH shall not eliminate or limit the liability of a director or officer (i) for breach of the director’s duty of loyalty
to the Corporation or its stockholders, (ii) for any act or omission by the director which is not in good faith or which involves intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article SEVENTH shall
apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to
any act or omission of such director or officer occurring prior to such amendment or repeal.
A-2
EIGHTH: In furtherance
and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized
to make, alter, amend, repeal or rescind any or all of the Bylaws of the Corporation, except as specifically stated therein.
NINTH: Except as otherwise
required by the laws of the State of Delaware, the stockholders and Directors shall have the power to hold their meetings and to keep
the books, documents and papers of the Corporation outside of the State of Delaware, and the Corporation shall have the power to have
one or more offices within or without the State of Delaware, at such places as may be from time to time designated by the Bylaws or by
resolution of the Directors. Elections of Directors need not be by ballot unless the Bylaws of the Corporation shall so provide.
TENTH: The Corporation
reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
ELEVENTH: Unless the
Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the
sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a
claim of breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s
stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or this Certificate of Incorporation or
the bylaws of the Corporation or (iv) any action asserting a claim governed by the internal affairs doctrine.
TWELFTH: The name and
address of the incorporator is Hok C Chan, 1250 Kenas Road, North Wales, PA 19454.
THIRTEENTH: This Certificate
of Incorporation shall be effective upon filing with the Secretary of State of the State of Delaware.
A-3
IN WITNESS WHEREOF,
the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation as of the date first
set forth above.
/s/ Hok C Chan
Hok C Chan
Incorporator
A-4
Exhibit B
Bylaws
(See Attached)
B-1
AMENDED
AND RESTATED BYLAWS
OF
TOPPOINT
HOLDINGS INC.
Adopted on September 25, 2026
ARTICLE I
OFFICES
1.1 Registered
Office. The registered office and registered agent of Toppoint Holdings Inc. (the “Corporation”) shall be,
as from time to time, set forth in the Corporation’s Certificate of Incorporation.
1.2 Other
Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS’ MEETINGS
2.1 Place
of Meetings. Meetings of stockholders may be held at such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof. Stockholders and certain other persons permitted by the Corporation
to attend a meeting of stockholders may participate in the meeting through remote communication, including, without limitation, electronic
communications, videoconferencing, teleconferencing or other available technology, if the Corporation has implemented reasonable measures
to (a) verify the identity of each person participating through such means as a stockholder or permitted person and (b) provide
the stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including
an opportunity to communicate, and to read or hear the proceedings of the meetings in a substantially concurrent manner with such proceedings.
2.2 Annual
Meeting.
(a) The
annual meeting of the stockholders of the Corporation, for the purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations
of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders: (i) pursuant to the Corporation’s notice of meeting of stockholders; (ii) by
or at the direction of the Board of Directors; or (iii) by any stockholder of the Corporation who was a stockholder of record at
the time of giving of notice provided for in the following paragraph, who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section.
B-2
(b) At
an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. For
nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph
(a) of this Section, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation,
(ii) such other business must be a proper matter for stockholder action under the Delaware General Corporation Law, (iii) if
the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a
Solicitation Notice (as defined in this Section), such stockholder or beneficial owner must, in the case of a proposal, have delivered
a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable
law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to
holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial owner to be sufficient
to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials
the Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this Section, the
stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required
the delivery of such a Solicitation Notice under this Section. To be timely, a stockholder’s notice shall be delivered to the Secretary
by registered mail at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day
nor earlier than the close of business on the one hundred twentieth (120th) day prior
to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual
meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the
preceding year’s annual meeting, notice by the stockholder to be timely must be so received (i) not earlier than the close
of business on the one hundred twentieth (120th) day prior to the currently proposed
annual meeting and not later than the close of business on the later of the ninetieth (90th) day
prior to such annual meeting or (ii) by the tenth (10th) business day following
the day on which public announcement of the date of such meeting is first made, whichever of (i) or (ii) occurs first. In the
event that an annual meeting has not been previously held, notice by the stockholder to be timely must be so received not later than the
close of business on the tenth (10th) business day following the day on which public
announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set
forth: (A) as to each person whom the stockholder proposed to nominate for election or reelection as a director all information relating
to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and
Rule 14a-4(d) thereunder (including such person’s written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (B) as to any other business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as
to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the
name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class
and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, and
(iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in
the case of the proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the
proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect
such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).
(c) Notwithstanding
anything in the second sentence of paragraph (b) of this Section to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees
for director or specifying the size of the increased Board of Directors made by the Corporation at least one hundred (100) days prior
to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section shall
also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered
to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day
following the day on which such public announcement is first made by the Corporation.
(d) Only
such persons who are nominated in accordance with the procedures set forth in this Section shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty
to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be,
in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these
Bylaws, to declare that such defective proposal or nomination shall not be presented for stockholder action at the meeting and shall be
disregarded.
(e) Notwithstanding
the foregoing provisions of this Section, in order to include information with respect to a stockholder proposal in the proxy statement
and form of proxy for a stockholders’ meeting, stockholders must provide notice as required by the regulations promulgated under
the 1934 Act. Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation
proxy statement pursuant to Rule 14a-8 under the 1934 Act.
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(f) For
purposes of this Section, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press, Accesswire, Market Wire or comparable national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.
2.3 Special
Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law, by the Certificate
of Incorporation or by these Bylaws, may be called by the Chief Executive Officer or the President, or shall be called by the President
or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of the holders of at least
331/3% of all the shares issued, outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at all special meetings shall be confined to the purposes stated in the notice of the meeting unless all stockholders
entitled to vote are present and consent.
2.4 Notice
of Meetings. Written notice stating (a) the date and time of the meeting, (b) the means of remote communication, if any,
by which stockholders and proxies shall be deemed to be present in person and vote at the meeting, (c) unless the meeting is to be
held solely by remote communication, the physical location of the meeting, and (d) except in the case of the annual meeting, the
purpose or purposes for which the meeting is called, must be delivered personally, mailed postage prepaid or delivered as provided in
Section 7.1 to each stockholder of record entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days
before the meeting. If mailed, it must be directed to the stockholder at his or her address as it appears upon the records of the Corporation.
2.5 Quorum;
Adjournment. At all meetings of the stockholders, the presence in person or by proxy of the holders of 331/3% of the shares issued
and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except
as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws. If a meeting of stockholders is adjourned, notice
of the following information need not be delivered if the information is announced at the meeting at which the adjournment is taken: (a) the
date and time of the adjourned meeting; (b) the means of remote communication, if any, by which stockholders and proxies shall be
deemed to be present in person and vote at the adjourned meeting; and (c) unless the adjourned meeting is to be held solely by remote
communication, the physical location of the adjourned meeting. If a new record date is fixed for an adjourned or postponed meeting, notice
of the adjourned or postponed meeting must be delivered to each stockholder of record as of the new record date. At such adjourned meeting
at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally
notified.
2.6 Voting.
Each outstanding share of the Corporation’s capital stock shall be entitled to one vote on each matter submitted to a vote at a
meeting of stockholders, except to the extent that the voting rights of the shares of any class or classes are otherwise provided by applicable
law or the Certificate of Incorporation. When a quorum is present at any meeting of the Corporation’s stockholders, action by the
stockholders on a matter other than the election of directors is approved if the number of votes cast in favor of the action exceeds the
number of votes cast in opposition to the action, unless the question is one upon which, by express provision of law, the Certificate
of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision
of such question. Voting for directors shall be in accordance with Section 3.2 of these Bylaws.
2.7 Proxies.
Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without
a meeting may authorize another person or persons to act for such stockholder by proxy. Without limiting the manner in which a stockholder
may authorize another person or persons to act for him or her as proxy, a stockholder may sign a writing authorizing another person or
persons to act for him or her as proxy. Any copy, communication by electronic transmission or other reliable reproduction of the writing
may be substituted for the original writing for any purpose for which the original writing could be used, if the copy, communication by
electronic transmission or other reproduction is a complete reproduction of the entire original writing. Except as otherwise provided
below, no such proxy is valid after the expiration of three (3) years from the date of its creation unless the stockholder specifies in
it the length of time for which it is to continue in force, which may not exceed seven (7) years from the date of its creation. A
proxy shall be deemed irrevocable if the written authorization states that the proxy is irrevocable, but is irrevocable only for as long
as it is coupled with an interest sufficient in law to support an irrevocable power. Unless otherwise provided in the proxy, a proxy made
irrevocable is revoked when the interest with which it is coupled is extinguished, but the Corporation may honor the proxy until notice
of the extinguishment of the proxy is received by the Corporation.
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2.8 Record
Date; Closing Transfer Books. The Board of Directors may fix in advance a record date for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, such record date to be not less than ten (10) nor more than sixty
(60) days prior to such meeting, or the Board of Directors may close the stock transfer books for such purpose for a period of not
less than ten (10) nor more than sixty (60) days prior to such meeting. If a record date for a meeting of stockholders is not
fixed by the Board of Directors, the record date is at the close of business on the day before the day on which the first notice is given
or, if notice is waived, at the close of business on the day before the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders applies to any adjournment or postponement of the meeting unless the Board of Directors
fixes a new record date for the adjourned or postponed meeting. The Board of Directors must fix a new record date if the meeting is adjourned
or postponed to a date more than 60 days later than the meeting date set for the original meeting.
2.9 Action
by Consent. Any action required or permitted by law, the Certificate of Incorporation, or these Bylaws to be taken at a meeting of
the stockholders of the Corporation may be taken without a meeting if a consent or consents in writing, setting forth the action so taken,
shall be signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power
is required for such an action at a meeting, then that proportion of written consents is required.
ARTICLE III
BOARD OF DIRECTORS
3.1 Management.
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, who may exercise all
such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation, a stockholders’
agreement or these Bylaws directed or required to be exercised or done by the stockholders.
3.2 Qualification;
Election; Term. None of the directors need be a stockholder of the Corporation or a resident of the State of Delaware. The directors
shall be elected by plurality vote at the annual meeting of the stockholders, except as hereinafter provided, and each director elected
shall hold office until his successor shall be elected and qualified.
3.3 Number.
The initial number of directors of the Corporation shall be at least one (1), but no more than seven (7). Thereafter, the number of directors
of the Corporation shall be fixed as the Board of Directors may from time to time designate. No decrease in the number of directors shall
have the effect of shortening the term of any incumbent director.
3.4 Resignation.
Any director may resign at any time by delivering his or her notice in writing to the Secretary, such resignation to specify whether it
will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors.
3.5 Removal.
Any director may be removed either for or without cause only by the affirmative vote of stockholders representing not less than two-thirds
of the voting power of the issued and outstanding stock entitled to vote.
3.6 Vacancies.
All vacancies on the Board of Directors, including those caused by an increase in the number of directors, may be filled by a majority
of the remaining directors, though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.
3.7 Place
of Meetings. Meetings of the Board of Directors, regular or special, may be held at such place within or without the State of Delaware
as may be fixed from time to time by the Board of Directors. The members of the Board of Directors or of any committee thereof may participate
in a meeting of the Board or committee through electronic communications, videoconferencing, teleconferencing or other available technology
if the Corporation has implemented reasonable measures to (a) verify the identity of each person participating through such means
as a director or committee member, as the case may be, and (b) provide the directors or committee members a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the directors or committee members, as the case may be, including an
opportunity to communicate and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings.
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3.8 Regular
Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time
be determined by resolution of the Board of Directors.
3.9 Special
Meetings. Special Meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Chief Executive
Officer or the President on oral or written notice to each director, given either personally, by telephone, by telegram, by mail, by facsimile
or by e-mail at least twenty-four (24) hours prior to the time of the meeting. Special meetings shall be called by the Chief Executive
Officer, the President or the Secretary in like manner and on like notice on the written request of any director. Except as may be otherwise
expressly provided by law, the Certificate of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose
of, any special meeting need to be specified in a notice or waiver of notice.
3.10 Quorum
and Voting. At all meetings of the Board of Directors the presence of a majority of the number of directors then in office shall be
necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority of the
directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically
provided by law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of directors, the directors
present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall
be present.
3.11 Action
by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without such a meeting
if a consent or consents in writing, setting forth the action so taken, is signed by all the members of the Board of Directors.
3.12 Compensation
of Directors. Directors shall receive such compensation for their services, and reimbursement for their expenses as the Board of Directors,
by resolution, shall establish, provided that nothing herein contained shall be construed to preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.
3.13 Committees.
The Board of Directors may, by resolution passed by a majority of the whole Board, designate committees, each committee to consist of
one or more directors of the Corporation, which committees shall have such power and authority and shall perform such functions as may
be provided in such resolution. Each committee, to the extent provided in such resolution, shall have and may exercise all of the authority
of the Board of Directors in the management of the business and affairs of the Corporation, except where action of the full Board of Directors
is required by statute or by the Certificate of Incorporation. Unless the Board of Directors shall otherwise provide, regular meetings
of the committee appointed pursuant to this Section shall be held at such times and places as are determined by the Board of Directors,
or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings
need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time
by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of
the time and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors
of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing
at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such
special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation
of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.
ARTICLE IV
OFFICERS
4.1 In
General. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Chief Financial Officer,
and a Secretary. The Board of Directors may also elect a Chairman of the Board, a Chief Executive Officer, one or more Vice Presidents,
Assistant Vice Presidents and Assistant Secretaries. Any two or more offices may be held by the same person.
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4.2 Subordinate
Officers. The Board of Directors may appoint, or may empower the Chairman of the Board of Directors, the Chief Executive Officer or
the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors or such delegate may
from time to time determine.
4.3 Election
and Term. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall elect the officers, none of
whom need be a member of the Board of Directors. Each officer of the Corporation shall hold office until his death, or his resignation
or removal from office, or the election and qualification of his successor, whichever shall first occur.
4.4 Resignation.
Any officer may resign at any time by giving notice in writing or by electronic transmission notice to the Board of Directors or to the
President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given,
unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified
in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice
to the rights, if any, of the Corporation under any contract with the resigning officer.
4.5 Removal.
Any officer or agent elected or appointed by the Board of Directors may be removed at any time, for or without cause, by the affirmative
vote of a majority of the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person
so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
4.6 Duties
of Officers.
(a) Chairman
of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders
and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to the office and shall
also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
(b) Chief
Executive Officer. The powers and duties of the Chief Executive Officer are: (a) to act as the general manager and chief executive
officer of the Corporation and, subject to the direction of the Board of Directors, to have general supervision, direction and control
of the business and affairs of the Corporation; (b) to preside at all meetings of the stockholders and, in the absence of the Chairman
of the Board of Directors or if there is no Chairman of the Board of Directors, at all meetings of the Board of Directors; (c) to
call meetings of the stockholders and meetings of the Board of Directors to be held at such times and, subject to the limitations prescribed
by law or by these Bylaws, at such places as he or she shall deem proper; and (d) to affix the signature of the Corporation to all
deeds, conveyances, mortgages, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized
by the Board of Directors or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation, to
sign certificates for shares of stock of the Corporation, and, subject to the direction of the Board of Directors, to have general charge
of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation.
(c) President.
The powers and duties of the President are: (a) subject to the authority granted to the Chief Executive Officer, if any, to act as
the general manager of the Corporation and, subject to the control of the Board of Directors, to have general supervision, direction and
control of the business and affairs of the Corporation; (b) to preside at all meetings of the stockholders and Board of Directors
in the absence of the Chairman of the Board of Directors and the Chief Executive Officer or if there be no Chairman of the Board of Directors
or Chief Executive Officer; and (c) to affix the signature of the Corporation to all deeds, conveyances, mortgages, leases, obligations,
bonds, certificates and other papers and instruments in writing which have been authorized by the Board of Directors or which, in the
judgment of the President, should be executed on behalf of the Corporation, to sign certificates for shares of stock of the Corporation,
and, subject to the direction of the Board of Directors, to have general charge of the property of the Corporation and to supervise and
control all officers, agents and employees of the Corporation. The President shall perform other duties commonly incident to the office
and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
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(d) Vice
Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or
whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall
also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.
(e) Chief
Financial Officer. The powers and duties of the Chief Financial Officer are: (a) to supervise and control the keeping and maintaining
of adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, surplus and shares; (b) to have the custody of all funds, securities, evidences
of indebtedness and other valuable documents of the Corporation and, at his or her discretion, to cause any or all thereof to be deposited
for the account of the Corporation with such depository as may be designated from time to time by the Board of Directors; (c) to
receive or cause to be received, and to give or cause to be given, receipts and acquittances for moneys paid in for the account of the
Corporation; (d) to disburse, or cause to be disbursed, all funds of the Corporation as may be directed by the Chief Executive Officer,
the President or the Board of Directors, taking proper vouchers for such disbursements; (e) to render to the Chief Executive Officer,
the President or to the Board of Directors, whenever either may require, accounts of all transactions as Chief Financial Officer and of
the financial condition of the Corporation; and (f) generally to do and perform all such duties as pertain to such office and as
may be required by the Board of Directors or these Bylaws. The Chief Financial Officer may direct the any Controller or any Assistant
Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer,
and each Controller and Assistant Controller shall perform other duties commonly incident to the office and shall also perform such other
duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.
(f) Secretary.
The powers and duties of the Secretary are: (a) to keep a book of minutes at the principal executive office of the Corporation, or
such other place as the Board of Directors may order, of all meetings of its directors and stockholders, whether regular or special, the
notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at stockholders’
meetings and the proceedings thereof; (b) to keep the seal of the Corporation and to affix the same to all instruments which may
require it; (c) to keep or cause to be kept at the principal executive office of the Corporation, or at the office of the transfer
agent or agents, a record of the stockholders of the Corporation; (d) to keep a supply of certificates for shares of the Corporation,
to fill in and sign all certificates issued or prepare the initial transaction statement or written statements for uncertificated shares,
and to make a proper record of each such issuance, provided that so long as the Corporation shall have one or more duly appointed and
acting transfer agents of the shares, or any class or series of shares, of the Corporation, such duties with respect to such shares shall
be performed by such transfer agent or transfer agents; (e) to transfer upon the share books of the Corporation any and all shares
of the Corporation, provided that so long as the Corporation shall have one or more duly appointed and acting transfer agents of the shares,
or any class or series of shares, of the Corporation, such duties with respect to such shares shall be performed by such transfer agent
or transfer agents; and (f) to make service and publication of all notices that may be necessary or proper and without command or
direction from anyone. The Secretary shall perform all other duties provided for in these Bylaws and other duties commonly incident to
the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to
time. The Chief Executive Officer may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence
or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to the office and shall also
perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time
to time.
4.7 Divisional
and Other Officers Appointed by the Chief Executive Officer or President. The Chief Executive Officer, or President if there is no
Chief Executive Officer, shall have the power, in the exercise of his or her discretion, to appoint additional persons to hold positions
and titles such as vice president of a division of the Corporation or president of a division of the Corporation, or similar such titles,
as the business of the Corporation may require, subject to such limits in appointment power as the Board of Directors may determine. The
Board of Directors shall be advised of any such appointment at a meeting of the Board of Directors, and the appointment shall be noted
in the minutes of the meeting. The minutes shall clearly state that such persons are non-corporate officers appointed pursuant to this
Section. Each such appointee shall have such title, shall serve in such capacity and shall have such authority and perform such duties
as the Chief Executive Officer or President shall determine. Appointees may hold titles such as “president” of a division
or other group within the Corporation, or “vice president” of a division or other group within the Corporation. However, any
such appointee, absent specific election by the Board of Directors as an elected corporate officer, (a) shall not be considered an
officer elected by the Board of Directors pursuant to this Article IV and shall not have the executive powers or authority of corporate
officers elected pursuant to this Article IV and (b) shall be empowered to represent himself or herself to third parties as
a divisional or group vice president or other title permitted, as applicable, only, and shall be empowered to execute documents, bind
the Corporation or otherwise act on behalf of the Corporation only as authorized by the Chief Executive Officer or the President or by
resolution of the Board of Directors.
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4.8 Salaries.
The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors or any committee of the Board, if
so authorized by the Board.
4.9 Employment
and Other Contracts. The Board of Directors may authorize any officer or officers or agent or agents to enter into any contract or
execute and deliver any instrument in the name or on behalf of the Corporation, and such authority may be general or confined to specific
instances. The Board of Directors may, when it believes the interest of the Corporation will best be served thereby, authorize executive
employment contracts which will contain such terms and conditions as the Board of Directors deems appropriate.
ARTICLE V
SHARES OF STOCK
5.1 Form
of Certificates. The Corporation may, but is not required to, deliver to each stockholder a certificate or certificates, in such form
as may be determined by the Board of Directors, representing shares to which the stockholder is entitled. Such certificates shall be consecutively
numbered and shall be registered on the books and records the Corporation or its transfer agent as they are issued. Each certificate shall
state on the face thereof the holder’s name, the number, class of shares, and the par value of such shares or a statement that such
shares are without par value.
5.2 Shares
without Certificates. The Board of Directors may authorize the issuance of uncertificated shares of some or all of the shares of any
or all of its classes or series. The issuance of uncertificated shares has no effect on existing certificates for shares until surrendered
to the Corporation, or on the respective rights and obligations of the stockholders. Unless otherwise provided by the Delaware General
Corporation Law, the rights and obligations of stockholders are identical whether or not their shares of stock are represented by certificates.
Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send the stockholder a written
statement containing the information required on the certificates pursuant to Section 5.1. At least annually thereafter, the Corporation
shall provide to its stockholders of record, a written statement confirming the information contained in the informational statement previously
sent pursuant to this Section.
5.3 Lost,
Stolen or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued, or that uncertificated shares
be issued, in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate
or uncertificated shares, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require
the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond, in such form, in such sum, and with such surety or sureties as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. When a certificate
has been lost, apparently destroyed or wrongfully taken, and the holder of record fails to notify the Corporation within a reasonable
time after he has notice of it, and the Corporation registers a transfer of the shares represented by the certificate before receiving
such notification, the holder of record is precluded from making any claim against the Corporation for the transfer or a new certificate
or uncertificated shares.
5.4 Restrictions
on Transfer. The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or
more classes of stock of the Corporation to restrict the sale, transfer, assignment, pledge, or other disposal of or encumbering of any
of the shares of stock of the Corporation or any right or interest therein, whether voluntarily or by operation of law, or by gift or
otherwise of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by
the Delaware General Corporation Law. Transfers of record of shares of stock of the Corporation shall be made only upon its books by the
holders thereof, in person or by attorney duly authorized, and, in the case of stock represented by certificate, upon the surrender of
a properly endorsed certificate or certificates for a like number of shares.
5.5 [Reserved.]
B-9
5.6 Registered
Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.
ARTICLE VI
INDEMNIFICATION
6.1 Directors
and Executive Officers. The Corporation shall indemnify its directors and executive officers (for the purposes of this Article, “executive
officers” shall have the meaning defined in Rule 3b-7 promulgated under the 1934 Act) to the fullest extent not prohibited
by the Delaware General Corporation Law or any other applicable law; provided, however, that the Corporation may modify the extent of
such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the Corporation shall
not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such
person unless (a) such indemnification is expressly required to be made by law, (b) the proceeding was authorized by the Board
of Directors of the Corporation, (c) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the
powers vested in the Corporation under the Delaware General Corporation Law or any other applicable law or (d) such indemnification
is required to be made under Section 6.4.
6.2 Other
Officers, Employees and Other Agents. The Corporation shall have power to indemnify its other officers, employees and other agents
as set forth in the Delaware General Corporation Law or any other applicable law. The Board of Directors shall have the power to delegate
the determination of whether indemnification shall be given to any such person except such executive officers to officers or other persons
as the Board of Directors shall determine.
6.3 Expenses.
The Corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director
or executive officer of the Corporation, or is or was serving at the request of the Corporation as a director or executive officer of
another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly
following request therefor, all expenses incurred by any director or executive officer in connection with such proceeding, provided, however,
that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by a director or officer in his or her capacity
as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further
right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise. Notwithstanding
the foregoing, unless otherwise determined pursuant to Section 6.5, no advance shall be made by the Corporation to an executive officer
of the Corporation (except by reason of the fact that such executive officer is or was a director of the Corporation, in which event this
paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination
is reasonably and promptly made (a) by a majority vote of a quorum consisting of directors who were not parties to the proceeding,
even if not a quorum, or (b) by a committee of such directors designated by a majority of such directors, even though less than a
quorum, or (c) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that
the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation.
B-10
6.4 Enforcement.
Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and executive officers
under this Article VI shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract
between the Corporation and the director or executive officer. Any right to indemnification or advances granted by this Article VI
to a director or executive officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction
if (a) the claim for indemnification or advances is denied, in whole or in part, or (b) no disposition of such claim is made
within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be
entitled to be paid also the expense of prosecuting the claim. In connection with any claim for indemnification, the Corporation shall
be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under
the Delaware General Corporation Law or any other applicable law for the Corporation to indemnify the claimant for the amount claimed.
In connection with any claim by an executive officer of the Corporation (except in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such executive officer is or was a director of the Corporation) for advances,
the Corporation shall be entitled to raise as a defense as to any such action clear and convincing evidence that such person acted in
bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation, or with respect
to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the
failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General Corporation Law or any other applicable law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard
of conduct.
6.5 Non-Exclusivity
of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other right which such person
may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity
while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors,
officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Delaware General Corporation
Law or any other applicable law.
6.6 Survival
of Rights. The rights conferred on any person by this Article VI shall continue as to a person who has ceased to be a director
or executive officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
6.7 Insurance.
To the fullest extent permitted by the Delaware General Corporation Law, or any other applicable law, the Corporation, upon approval by
the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Article VI.
6.8 Amendments.
Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights under this Bylaw in effect
at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the Corporation.
6.9 Saving
Clause. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each director and executive officer to the full extent not prohibited by any applicable portion
of this Article that shall not have been invalidated, or by any other applicable law. If this Article VI shall be invalid due
to the application of the indemnification provisions of another jurisdiction, then the Corporation shall indemnify each director and executive
officer to the full extent under applicable law.
6.10 Certain
Definitions. For the purposes of this Article VI, the following definitions shall apply:
(a) The
term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative.
(b) The
term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness
fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with
any proceeding.
(c) The
term the “Corporation” shall include, in addition to the resulting Corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had
power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position
under the provisions of this Article with respect to the resulting or surviving Corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
B-11
(d) References
to a “director,” “executive officer,” “officer,” “employee,” or “agent” of
the Corporation shall include, without limitation, situations where such person is serving at the request of the Corporation as, respectively,
a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other
enterprise.
(e) References
to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation”
shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred
to in this Article.
ARTICLE VII
NOTICES
7.1 Form
of Notice. Whenever required by law, the Certificate of Incorporation or these Bylaws, notice is to be given to any director or stockholder,
and no provision is made as to how such notice shall be given, such notice may be given in writing, by mail, postage prepaid, addressed
to such director or stockholder at such address as appears on the books and records of the Corporation or its transfer agent. A notice
or other communication may also be delivered by electronic transmission if the electronic transmission contains or is accompanied by information
from which the recipient can determine the date of the transmission. Unless otherwise agreed between sender and recipient, an electronic
transmission is received when it enters an information processing system that the recipient has designated or uses for the purpose of
receiving electronic transmissions or information of the type sent and it is in a form ordinarily capable of being processed by that system.
Except as otherwise provided by these Bylaws or specific statute, any notice or other communication, if in a comprehensible form or manner,
is effective at the earliest of the following: (a) if in a physical form, when it is left at the address of a director or stockholder
as it appears upon the records of the Corporation, the residence or usual place of business of a director or stockholder or the stockholder’s
principal place of business; (b) if mailed by United States mail postage prepaid and correctly addressed to a director or stockholder,
upon deposit in the United States mail; or (c) if oral, when communicated.
7.2 Waiver.
Whenever any notice is required to be given to any stockholder or director of the Corporation as required by law, the Certificate of Incorporation
or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time
stated in such notice, shall be equivalent to the giving of such notice. Attendance of a stockholder or director at a meeting shall constitute
a waiver of notice of such meeting, except where such stockholder or director attends for the express purpose of objecting to the transaction
of any business on the ground that the meeting is not lawfully called or convened.
7.3 Affidavit
of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the Corporation or its transfer agent
appointed with respect to the class of stock affected or other agent, specifying the name and address or the names and addresses of the
stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of
giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.
7.4 Methods
of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but
one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect
of any other or others.
7.5 Notice
to Stockholders Sharing an Address. Except as otherwise prohibited under the Delaware General Corporation Law, any notice given under
the provisions of the Delaware General Corporation Law, the Certificate of Incorporation or these Bylaws, shall be effective if given
by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice
is given. Such consent shall have been deemed to have been given if such stockholder fails to object in writing to the Corporation within
sixty (60) days of having been given notice by the Corporation of its intention to send the single notice. Any consent shall be revocable
by the stockholder by written notice to the Corporation.
B-12
ARTICLE VIII
GENERAL PROVISIONS
8.1 Execution
of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the Corporation any corporate instrument or document, or to sign on behalf
of the Corporation the corporate name without limitation, or to enter into contracts on behalf of the Corporation, except where otherwise
provided by law or these Bylaws, and such execution or signature shall be binding upon the Corporation. All checks and drafts drawn on
banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation shall be signed by such
person or persons as the Board of Directors shall authorize so to do. Unless authorized or ratified by the Board of Directors or within
the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract
or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
8.2 Execution
of Other Securities. All bonds, debentures and other corporate securities of the Corporation, other than stock certificates (covered
in Section 5.1 of these Bylaws), may be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President,
or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or
a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial
Officer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature,
or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security
shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security
may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate
security, authenticated by a trustee as aforesaid, shall be signed by the Chief Financial Officer of the Corporation or such other person
as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer
who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or
on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or
attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and
issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased
to be such officer of the Corporation.
8.3 Voting
of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the Corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized
so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors,
the Chief Executive Officer, the President, the Chief Financial Officer, or any Vice President.
8.4 Dividends.
Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or annual meeting. Dividends may be declared and paid in cash, in property, or in shares
of the Corporation, subject to the provisions of the Delaware General Corporation Law and the Certificate of Incorporation. The Board
of Directors may fix in advance a record date for the purpose of determining stockholders entitled to receive payment of any dividend,
such record date to be not more than sixty (60) days prior to the payment date of such dividend, or the Board of Directors may close
the stock transfer books for such purpose for a period of not more than sixty (60) days prior to the payment date of such dividend.
In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring such
dividend shall be the record date.
8.5 Reserves.
There may be created by resolution of the Board of Directors out of the surplus of the Corporation such reserve or reserves as the directors
from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain
any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors
may modify or abolish any such reserve in the manner in which it was created. Surplus of the Corporation to the extent so reserved shall
not be available for the payment of dividends or other distributions by the Corporation.
8.6 Books
and Records. The Corporation shall keep correct and complete books and records of account and minutes of the proceedings of its stockholders
and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent
or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of the shares
held by each.
B-13
8.7 Corporate
Seal. The Board of Directors may adopt a corporate seal. The corporate seal shall consist of a die bearing the name of the Corporation
and the inscription, “Corporate Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
8.8 Fiscal
Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
8.9 Interpretation
and Construction. Reference in these Bylaws to any provision of the Delaware General Corporation Law shall be deemed to include all
amendments thereof. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the Delaware
General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the provision, the singular
number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and
a natural person. All restrictions, limitations, requirements and other provisions of these Bylaws shall be construed, insofar as possible,
as supplemental and additional to all provisions of law applicable to the subject matter thereof and shall be fully complied with in addition
to the said provisions of law unless such compliance shall be illegal. Any article, section, subsection, subdivision, sentence, clause
or phrase of these Bylaws which, upon being construed in the manner provided in this Section 8.9, shall be contrary to or inconsistent
with any applicable provision of law, shall not apply so long as said provisions of law shall remain in effect, but such result shall
not affect the validity or applicability of any other portions of these Bylaws, it being hereby declared that these Bylaws, and each article,
section, subsection, subdivision, sentence, clause, or phrase thereof, would have been adopted irrespective of the fact that any one or
more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal.
8.10 Amendment.
The Board of Directors shall have the power to amend, modify or repeal these Bylaws, or adopt any new provision.
***
B-14
CERTIFICATE
OF ADOPTION OF BYLAWS
OF
TOPPOINT
HOLDINGS INC.
The undersigned hereby certifies
that he is the duly elected, qualified and acting Chief Executive Officer of Toppoint Holdings Inc., a Delaware corporation (the “Corporation”),
and that the foregoing Bylaws were adopted as the Corporation’s bylaws as of the date hereof by the Corporation’s Board of
Directors.
The undersigned has executed
this Certificate as of September 25, 2026.
/s/ Hok C Chan
Hok C Chan
Chief Executive Officer
B-15
EX-3.1 — CERTIFICATE OF CONVERSION OF TOPPOINT HOLDINGS INC., AS FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON SEPTEMBER 25, 2026
EX-3.1
Filename: ea030626601ex3-1.htm · Sequence: 3
Exhibit 3.1
Delaware
The First
State
Page 1
I,
CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF CONVERSION OF A NEVADA CORPORATION UNDER THE NAME OF “TOPPOINT HOLDINGS INC.” TO A DELAWARE CORPORATION,
FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF SEPTEMBER, A.D. 2026, AT 9:57 O`CLOCK A.M.
/s/
Charuni Patibanda-Sanchez
Charuni
Patibanda-Sanchez, Secretary of State
10782659
8100F
SR#
20264507979
Authentication:
205240986
Date:
09-25-26
You
may verify this certificate online at corp.delaware.gov/authver.shtml
Page 2
STATE
OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A NON-DELAWARE CORPORATION TO A
DELAWARE CORPORATION PURSUANT TO SECTION 265 OF
THE DELAWARE
GENERAL CORPORATION LAW
1.
The
jurisdiction where the non-Delaware corporation was first formed is Nevada and the date the non-Delaware corporation first
formed is August 16, 2022.
2.
The jurisdiction immediately
prior to filing this Certificate is Nevada.
3.
The
name of the non-Delaware corporation immediately prior to filing this Certificate is Toppoint Holdings Inc.
4.
The name of the corporation
as set forth in the Certificate of Incorporation is Toppoint Holdings Inc.
IN
WITNESS WHEREOF, the undersigned have executed this Certificate on the 8th day of September, A.D. 2026.
By:
/s/ Hok
C Chan
Authorized Person or Officer
Name:
Hok
C Chan
Print or Type
State
of Delaware
Secretary of State
Division of Corporations
Delivered 09:57 AM 09/25/2026
FILED 09:57 AM 09/25/2026
SR 20264507979 - File Number 10782659
EX-3.2 — CERTIFICATE OF INCORPORATION OF TOPPOINT HOLDINGS INC., AS FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON SEPTEMBER 25, 2026
EX-3.2
Filename: ea030626601ex3-2.htm · Sequence: 4
Exhibit
3.2
Delaware
The First State
Page 1
I, CHARUNI PATIBANDA-SANCHEZ,
SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION
OF “TOPPOINT HOLDINGS INC.” FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF SEPTEMBER, A.D. 2026, AT 9:57 O’CLOCK A.M.
/s/
Charuni Patibanda-Sanchez
Charuni
Patibanda-Sanchez, Secretary of State
10782659
8100F
SR#
20264507979
Authentication:
205240986
Date:
09-25-26
You
may verify this certificate online at corp.delaware.gov/authver.shtml
Page 2
State of Delaware
Secretary of State
Division of Corporations
Delivered 09:57 AM 09/25/2026
CERTIFICATE OF INCORPORATION
FILED
09:57AM 09/25/2026
SR 20264507979 - File Number
10782659
OF
TOPPOINT HOLDINGS INC.
Dated: September 8, 2026
FIRST: The name of the corporation is Toppoint
Holdings Inc. (the “Corporation”).
SECOND:
The address of the Corporation’s registered office in the State of Delaware is Vcorp Agent Services, Inc., 108 W. 13th
Street, Suite 100, Wilmington, DE 19801, New Castle County, and the name of the Corporation’s registered agent at such address
is Vcorp Agent Services, Inc.
THIRD:
The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “DGCL”).
FOURTH:
The Corporation is authorized to issue an aggregate of 1,050,000,000 shares of capital stock, which shall consist of: (i) 1,000,000,000
shares of common stock, $0.0001 par value per share (“Common Stock”); and (ii) 50,000,000 blank check preferred stock $0.0001
par value per share (“Blank Check Preferred Stock”). The Blank Check Preferred Stock may be issued from time to time and in
one or more series. The Board of Directors of the Corporation is authorized to create, designate and determine or alter the powers, preferences
and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Blank Check
Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series of Blank Check Preferred Stock, to increase or decrease (but not below the number
of shares of any such series of Preferred Stock then outstanding) the number of shares of any such series of Blank Check Preferred Stock,
and to fix the number of shares of any series of Blank Check Preferred Stock. In the event that the number of shares of any series of
Blank Check Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which such shares had
prior to the adoption of the resolution originally fixing the number of shares of such series of Blank Check Preferred Stock subject to
the requirements of applicable law.
FIFTH:
Subject to the provisions of the DGCL, the number of Directors of the Corporation shall be determined in the manner set forth
in the Bylaws of the Corporation.
SIXTH:
To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement
of expenses to) directors, officers and agents of the Corporation (and any other persons to which the DGCL permits the Corporation to
provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested
directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL. Any amendment,
repeal or modification of the foregoing provisions of this Article SIXTH shall not adversely affect any right or protection of any director,
officer or other agent of the Corporation existing at the time of such amendment, repeal or modification.
SEVENTH:
To the fullest extent permitted by law, no person who is or was at any time a director or officer, as applicable, of the Corporation
shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such
person as a director or officer; provided, however, that, unless and except to the extent otherwise permitted from time to time by
applicable law, the provisions of this Article SEVENTH shall not eliminate or limit the liability of a director or officer (i) for
breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for any act or omission by the director
which is not in good faith or which involves intentional misconduct or a knowing violation of law, (iii) under Section 174 of the
General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article SEVENTH shall apply to or have any effect on the liability or alleged liability
of any director or officer of the Corporation for or with respect to any act or omission of such director or officer occurring prior
to such amendment or repeal.
EIGHTH:
In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors
is expressly authorized to make, alter, amend, repeal or rescind any or all of the Bylaws of the Corporation, except as specifically stated
therein.
Page 3
NINTH:
Except as otherwise required by the laws of the State of Delaware, the stockholders and Directors shall have the power to hold
their meetings and to keep the books, documents and papers of the Corporation outside of the State of Delaware, and the Corporation shall
have the power to have one or more offices within or without the State of Delaware, at such places as may be from time to time designated
by the Bylaws or by resolution of the Directors. Elections of Directors need not be by ballot unless the Bylaws of the Corporation shall
so provide.
TENTH:
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
ELEVENTH: Unless
the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall
be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action
asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation
or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or this
Certificate of Incorporation or the bylaws of the Corporation or (iv) any action asserting a claim governed by the internal affairs
doctrine.
TWELFTH:
The name and address of the incorporator is Hok C Chan, 1250 Kenas Road, North Wales, PA 19454.
THIRTEENTH:
This Certificate of Incorporation shall be effective upon filing with the Secretary of State of the State of Delaware.
IN WITNESS
WHEREOF, the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation as of the
date first set forth above.
/s/ Hok C Chan
Hok C Chan
Incorporator
EX-3.3 — BYLAWS OF TOPPOINT HOLDINGS INC., EFFECTIVE AS OF SEPTEMBER 25, 2026
EX-3.3
Filename: ea030626601ex3-3.htm · Sequence: 5
Exhibit 3.3
AMENDED AND RESTATED
BYLAWS
OF
TOPPOINT
HOLDINGS INC.
Adopted on September 25, 2026
ARTICLE I
OFFICES
1.1 Registered
Office. The registered office and registered agent of Toppoint Holdings Inc. (the “Corporation”) shall be,
as from time to time, set forth in the Corporation’s Certificate of Incorporation.
1.2 Other
Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS’ MEETINGS
2.1 Place
of Meetings. Meetings of stockholders may be held at such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof. Stockholders and certain other persons permitted by the Corporation
to attend a meeting of stockholders may participate in the meeting through remote communication, including, without limitation, electronic
communications, videoconferencing, teleconferencing or other available technology, if the Corporation has implemented reasonable measures
to (a) verify the identity of each person participating through such means as a stockholder or permitted person and (b) provide
the stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including
an opportunity to communicate, and to read or hear the proceedings of the meetings in a substantially concurrent manner with such proceedings.
2.2 Annual
Meeting.
(a) The
annual meeting of the stockholders of the Corporation, for the purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations
of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders: (i) pursuant to the Corporation’s notice of meeting of stockholders; (ii) by
or at the direction of the Board of Directors; or (iii) by any stockholder of the Corporation who was a stockholder of record at
the time of giving of notice provided for in the following paragraph, who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section.
(b) At
an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. For
nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph
(a) of this Section, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation,
(ii) such other business must be a proper matter for stockholder action under the Delaware General Corporation Law, (iii) if
the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a
Solicitation Notice (as defined in this Section), such stockholder or beneficial owner must, in the case of a proposal, have delivered
a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable
law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to
holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial owner to be sufficient
to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials
the Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this Section, the
stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required
the delivery of such a Solicitation Notice under this Section. To be timely, a stockholder’s notice shall be delivered to the Secretary
by registered mail at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day
nor earlier than the close of business on the one hundred twentieth (120th) day prior
to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual
meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the
preceding year’s annual meeting, notice by the stockholder to be timely must be so received (i) not earlier than the close
of business on the one hundred twentieth (120th) day prior to the currently proposed
annual meeting and not later than the close of business on the later of the ninetieth (90th) day
prior to such annual meeting or (ii) by the tenth (10th) business day following
the day on which public announcement of the date of such meeting is first made, whichever of (i) or (ii) occurs first. In the
event that an annual meeting has not been previously held, notice by the stockholder to be timely must be so received not later than the
close of business on the tenth (10th) business day following the day on which public
announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set
forth: (A) as to each person whom the stockholder proposed to nominate for election or reelection as a director all information relating
to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and
Rule 14a-4(d) thereunder (including such person’s written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (B) as to any other business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as
to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the
name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class
and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, and
(iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in
the case of the proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the
proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect
such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).
(c) Notwithstanding
anything in the second sentence of paragraph (b) of this Section to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees
for director or specifying the size of the increased Board of Directors made by the Corporation at least one hundred (100) days prior
to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section shall
also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered
to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day
following the day on which such public announcement is first made by the Corporation.
(d) Only
such persons who are nominated in accordance with the procedures set forth in this Section shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty
to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be,
in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these
Bylaws, to declare that such defective proposal or nomination shall not be presented for stockholder action at the meeting and shall be
disregarded.
(e) Notwithstanding
the foregoing provisions of this Section, in order to include information with respect to a stockholder proposal in the proxy statement
and form of proxy for a stockholders’ meeting, stockholders must provide notice as required by the regulations promulgated under
the 1934 Act. Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation
proxy statement pursuant to Rule 14a-8 under the 1934 Act.
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(f) For
purposes of this Section, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press, Accesswire, Market Wire or comparable national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.
2.3 Special
Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law, by the Certificate
of Incorporation or by these Bylaws, may be called by the Chief Executive Officer or the President, or shall be called by the President
or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of the holders of at least
331/3% of all the shares issued, outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at all special meetings shall be confined to the purposes stated in the notice of the meeting unless all stockholders
entitled to vote are present and consent.
2.4 Notice
of Meetings. Written notice stating (a) the date and time of the meeting, (b) the means of remote communication, if any,
by which stockholders and proxies shall be deemed to be present in person and vote at the meeting, (c) unless the meeting is to be
held solely by remote communication, the physical location of the meeting, and (d) except in the case of the annual meeting, the
purpose or purposes for which the meeting is called, must be delivered personally, mailed postage prepaid or delivered as provided in
Section 7.1 to each stockholder of record entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days
before the meeting. If mailed, it must be directed to the stockholder at his or her address as it appears upon the records of the Corporation.
2.5 Quorum;
Adjournment. At all meetings of the stockholders, the presence in person or by proxy of the holders of 331/3% of the shares issued
and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except
as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws. If a meeting of stockholders is adjourned, notice
of the following information need not be delivered if the information is announced at the meeting at which the adjournment is taken: (a) the
date and time of the adjourned meeting; (b) the means of remote communication, if any, by which stockholders and proxies shall be
deemed to be present in person and vote at the adjourned meeting; and (c) unless the adjourned meeting is to be held solely by remote
communication, the physical location of the adjourned meeting. If a new record date is fixed for an adjourned or postponed meeting, notice
of the adjourned or postponed meeting must be delivered to each stockholder of record as of the new record date. At such adjourned meeting
at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally
notified.
2.6 Voting.
Each outstanding share of the Corporation’s capital stock shall be entitled to one vote on each matter submitted to a vote at a
meeting of stockholders, except to the extent that the voting rights of the shares of any class or classes are otherwise provided by applicable
law or the Certificate of Incorporation. When a quorum is present at any meeting of the Corporation’s stockholders, action by the
stockholders on a matter other than the election of directors is approved if the number of votes cast in favor of the action exceeds the
number of votes cast in opposition to the action, unless the question is one upon which, by express provision of law, the Certificate
of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision
of such question. Voting for directors shall be in accordance with Section 3.2 of these Bylaws.
2.7 Proxies.
Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without
a meeting may authorize another person or persons to act for such stockholder by proxy. Without limiting the manner in which a stockholder
may authorize another person or persons to act for him or her as proxy, a stockholder may sign a writing authorizing another person or
persons to act for him or her as proxy. Any copy, communication by electronic transmission or other reliable reproduction of the writing
may be substituted for the original writing for any purpose for which the original writing could be used, if the copy, communication by
electronic transmission or other reproduction is a complete reproduction of the entire original writing. Except as otherwise provided
below, no such proxy is valid after the expiration of three (3) years from the date of its creation unless the stockholder specifies in
it the length of time for which it is to continue in force, which may not exceed seven (7) years from the date of its creation. A
proxy shall be deemed irrevocable if the written authorization states that the proxy is irrevocable, but is irrevocable only for as long
as it is coupled with an interest sufficient in law to support an irrevocable power. Unless otherwise provided in the proxy, a proxy made
irrevocable is revoked when the interest with which it is coupled is extinguished, but the Corporation may honor the proxy until notice
of the extinguishment of the proxy is received by the Corporation.
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2.8 Record
Date; Closing Transfer Books. The Board of Directors may fix in advance a record date for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, such record date to be not less than ten (10) nor more than sixty
(60) days prior to such meeting, or the Board of Directors may close the stock transfer books for such purpose for a period of not
less than ten (10) nor more than sixty (60) days prior to such meeting. If a record date for a meeting of stockholders is not
fixed by the Board of Directors, the record date is at the close of business on the day before the day on which the first notice is given
or, if notice is waived, at the close of business on the day before the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders applies to any adjournment or postponement of the meeting unless the Board of Directors
fixes a new record date for the adjourned or postponed meeting. The Board of Directors must fix a new record date if the meeting is adjourned
or postponed to a date more than 60 days later than the meeting date set for the original meeting.
2.9 Action
by Consent. Any action required or permitted by law, the Certificate of Incorporation, or these Bylaws to be taken at a meeting of
the stockholders of the Corporation may be taken without a meeting if a consent or consents in writing, setting forth the action so taken,
shall be signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power
is required for such an action at a meeting, then that proportion of written consents is required.
ARTICLE III
BOARD OF DIRECTORS
3.1 Management.
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, who may exercise all
such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation, a stockholders’
agreement or these Bylaws directed or required to be exercised or done by the stockholders.
3.2 Qualification;
Election; Term. None of the directors need be a stockholder of the Corporation or a resident of the State of Delaware. The directors
shall be elected by plurality vote at the annual meeting of the stockholders, except as hereinafter provided, and each director elected
shall hold office until his successor shall be elected and qualified.
3.3 Number.
The initial number of directors of the Corporation shall be at least one (1), but no more than seven (7). Thereafter, the number of directors
of the Corporation shall be fixed as the Board of Directors may from time to time designate. No decrease in the number of directors shall
have the effect of shortening the term of any incumbent director.
3.4 Resignation.
Any director may resign at any time by delivering his or her notice in writing to the Secretary, such resignation to specify whether it
will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors.
3.5 Removal.
Any director may be removed either for or without cause only by the affirmative vote of stockholders representing not less than two-thirds
of the voting power of the issued and outstanding stock entitled to vote.
3.6 Vacancies.
All vacancies on the Board of Directors, including those caused by an increase in the number of directors, may be filled by a majority
of the remaining directors, though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.
3.7 Place
of Meetings. Meetings of the Board of Directors, regular or special, may be held at such place within or without the State of Delaware
as may be fixed from time to time by the Board of Directors. The members of the Board of Directors or of any committee thereof may participate
in a meeting of the Board or committee through electronic communications, videoconferencing, teleconferencing or other available technology
if the Corporation has implemented reasonable measures to (a) verify the identity of each person participating through such means
as a director or committee member, as the case may be, and (b) provide the directors or committee members a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the directors or committee members, as the case may be, including an
opportunity to communicate and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings.
3.8 Regular
Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time
be determined by resolution of the Board of Directors.
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3.9 Special
Meetings. Special Meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Chief Executive
Officer or the President on oral or written notice to each director, given either personally, by telephone, by telegram, by mail, by facsimile
or by e-mail at least twenty-four (24) hours prior to the time of the meeting. Special meetings shall be called by the Chief Executive
Officer, the President or the Secretary in like manner and on like notice on the written request of any director. Except as may be otherwise
expressly provided by law, the Certificate of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose
of, any special meeting need to be specified in a notice or waiver of notice.
3.10 Quorum
and Voting. At all meetings of the Board of Directors the presence of a majority of the number of directors then in office shall be
necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority of the
directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically
provided by law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of directors, the directors
present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall
be present.
3.11 Action
by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without such a meeting
if a consent or consents in writing, setting forth the action so taken, is signed by all the members of the Board of Directors.
3.12 Compensation
of Directors. Directors shall receive such compensation for their services, and reimbursement for their expenses as the Board of Directors,
by resolution, shall establish, provided that nothing herein contained shall be construed to preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.
3.13 Committees.
The Board of Directors may, by resolution passed by a majority of the whole Board, designate committees, each committee to consist of
one or more directors of the Corporation, which committees shall have such power and authority and shall perform such functions as may
be provided in such resolution. Each committee, to the extent provided in such resolution, shall have and may exercise all of the authority
of the Board of Directors in the management of the business and affairs of the Corporation, except where action of the full Board of Directors
is required by statute or by the Certificate of Incorporation. Unless the Board of Directors shall otherwise provide, regular meetings
of the committee appointed pursuant to this Section shall be held at such times and places as are determined by the Board of Directors,
or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings
need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time
by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of
the time and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors
of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing
at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such
special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation
of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.
ARTICLE IV
OFFICERS
4.1 In
General. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Chief Financial Officer,
and a Secretary. The Board of Directors may also elect a Chairman of the Board, a Chief Executive Officer, one or more Vice Presidents,
Assistant Vice Presidents and Assistant Secretaries. Any two or more offices may be held by the same person.
4.2 Subordinate
Officers. The Board of Directors may appoint, or may empower the Chairman of the Board of Directors, the Chief Executive Officer or
the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors or such delegate may
from time to time determine.
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4.3 Election
and Term. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall elect the officers, none of
whom need be a member of the Board of Directors. Each officer of the Corporation shall hold office until his death, or his resignation
or removal from office, or the election and qualification of his successor, whichever shall first occur.
4.4 Resignation.
Any officer may resign at any time by giving notice in writing or by electronic transmission notice to the Board of Directors or to the
President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given,
unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified
in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice
to the rights, if any, of the Corporation under any contract with the resigning officer.
4.5 Removal.
Any officer or agent elected or appointed by the Board of Directors may be removed at any time, for or without cause, by the affirmative
vote of a majority of the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person
so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
4.6 Duties
of Officers.
(a) Chairman
of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders
and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to the office and shall
also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
(b) Chief
Executive Officer. The powers and duties of the Chief Executive Officer are: (a) to act as the general manager and chief executive
officer of the Corporation and, subject to the direction of the Board of Directors, to have general supervision, direction and control
of the business and affairs of the Corporation; (b) to preside at all meetings of the stockholders and, in the absence of the Chairman
of the Board of Directors or if there is no Chairman of the Board of Directors, at all meetings of the Board of Directors; (c) to
call meetings of the stockholders and meetings of the Board of Directors to be held at such times and, subject to the limitations prescribed
by law or by these Bylaws, at such places as he or she shall deem proper; and (d) to affix the signature of the Corporation to all
deeds, conveyances, mortgages, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized
by the Board of Directors or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation, to
sign certificates for shares of stock of the Corporation, and, subject to the direction of the Board of Directors, to have general charge
of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation.
(c) President.
The powers and duties of the President are: (a) subject to the authority granted to the Chief Executive Officer, if any, to act as
the general manager of the Corporation and, subject to the control of the Board of Directors, to have general supervision, direction and
control of the business and affairs of the Corporation; (b) to preside at all meetings of the stockholders and Board of Directors
in the absence of the Chairman of the Board of Directors and the Chief Executive Officer or if there be no Chairman of the Board of Directors
or Chief Executive Officer; and (c) to affix the signature of the Corporation to all deeds, conveyances, mortgages, leases, obligations,
bonds, certificates and other papers and instruments in writing which have been authorized by the Board of Directors or which, in the
judgment of the President, should be executed on behalf of the Corporation, to sign certificates for shares of stock of the Corporation,
and, subject to the direction of the Board of Directors, to have general charge of the property of the Corporation and to supervise and
control all officers, agents and employees of the Corporation. The President shall perform other duties commonly incident to the office
and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
(d) Vice
Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or
whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall
also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.
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(e) Chief
Financial Officer. The powers and duties of the Chief Financial Officer are: (a) to supervise and control the keeping and maintaining
of adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, surplus and shares; (b) to have the custody of all funds, securities, evidences
of indebtedness and other valuable documents of the Corporation and, at his or her discretion, to cause any or all thereof to be deposited
for the account of the Corporation with such depository as may be designated from time to time by the Board of Directors; (c) to
receive or cause to be received, and to give or cause to be given, receipts and acquittances for moneys paid in for the account of the
Corporation; (d) to disburse, or cause to be disbursed, all funds of the Corporation as may be directed by the Chief Executive Officer,
the President or the Board of Directors, taking proper vouchers for such disbursements; (e) to render to the Chief Executive Officer,
the President or to the Board of Directors, whenever either may require, accounts of all transactions as Chief Financial Officer and of
the financial condition of the Corporation; and (f) generally to do and perform all such duties as pertain to such office and as
may be required by the Board of Directors or these Bylaws. The Chief Financial Officer may direct the any Controller or any Assistant
Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer,
and each Controller and Assistant Controller shall perform other duties commonly incident to the office and shall also perform such other
duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.
(f) Secretary.
The powers and duties of the Secretary are: (a) to keep a book of minutes at the principal executive office of the Corporation, or
such other place as the Board of Directors may order, of all meetings of its directors and stockholders, whether regular or special, the
notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at stockholders’
meetings and the proceedings thereof; (b) to keep the seal of the Corporation and to affix the same to all instruments which may
require it; (c) to keep or cause to be kept at the principal executive office of the Corporation, or at the office of the transfer
agent or agents, a record of the stockholders of the Corporation; (d) to keep a supply of certificates for shares of the Corporation,
to fill in and sign all certificates issued or prepare the initial transaction statement or written statements for uncertificated shares,
and to make a proper record of each such issuance, provided that so long as the Corporation shall have one or more duly appointed and
acting transfer agents of the shares, or any class or series of shares, of the Corporation, such duties with respect to such shares shall
be performed by such transfer agent or transfer agents; (e) to transfer upon the share books of the Corporation any and all shares
of the Corporation, provided that so long as the Corporation shall have one or more duly appointed and acting transfer agents of the shares,
or any class or series of shares, of the Corporation, such duties with respect to such shares shall be performed by such transfer agent
or transfer agents; and (f) to make service and publication of all notices that may be necessary or proper and without command or
direction from anyone. The Secretary shall perform all other duties provided for in these Bylaws and other duties commonly incident to
the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to
time. The Chief Executive Officer may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence
or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to the office and shall also
perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time
to time.
4.7 Divisional
and Other Officers Appointed by the Chief Executive Officer or President. The Chief Executive Officer, or President if there is no
Chief Executive Officer, shall have the power, in the exercise of his or her discretion, to appoint additional persons to hold positions
and titles such as vice president of a division of the Corporation or president of a division of the Corporation, or similar such titles,
as the business of the Corporation may require, subject to such limits in appointment power as the Board of Directors may determine. The
Board of Directors shall be advised of any such appointment at a meeting of the Board of Directors, and the appointment shall be noted
in the minutes of the meeting. The minutes shall clearly state that such persons are non-corporate officers appointed pursuant to this
Section. Each such appointee shall have such title, shall serve in such capacity and shall have such authority and perform such duties
as the Chief Executive Officer or President shall determine. Appointees may hold titles such as “president” of a division
or other group within the Corporation, or “vice president” of a division or other group within the Corporation. However, any
such appointee, absent specific election by the Board of Directors as an elected corporate officer, (a) shall not be considered an
officer elected by the Board of Directors pursuant to this Article IV and shall not have the executive powers or authority of corporate
officers elected pursuant to this Article IV and (b) shall be empowered to represent himself or herself to third parties as
a divisional or group vice president or other title permitted, as applicable, only, and shall be empowered to execute documents, bind
the Corporation or otherwise act on behalf of the Corporation only as authorized by the Chief Executive Officer or the President or by
resolution of the Board of Directors.
4.8 Salaries.
The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors or any committee of the Board, if
so authorized by the Board.
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4.9 Employment
and Other Contracts. The Board of Directors may authorize any officer or officers or agent or agents to enter into any contract or
execute and deliver any instrument in the name or on behalf of the Corporation, and such authority may be general or confined to specific
instances. The Board of Directors may, when it believes the interest of the Corporation will best be served thereby, authorize executive
employment contracts which will contain such terms and conditions as the Board of Directors deems appropriate.
ARTICLE V
SHARES OF STOCK
5.1 Form
of Certificates. The Corporation may, but is not required to, deliver to each stockholder a certificate or certificates, in such form
as may be determined by the Board of Directors, representing shares to which the stockholder is entitled. Such certificates shall be consecutively
numbered and shall be registered on the books and records the Corporation or its transfer agent as they are issued. Each certificate shall
state on the face thereof the holder’s name, the number, class of shares, and the par value of such shares or a statement that such
shares are without par value.
5.2 Shares
without Certificates. The Board of Directors may authorize the issuance of uncertificated shares of some or all of the shares of any
or all of its classes or series. The issuance of uncertificated shares has no effect on existing certificates for shares until surrendered
to the Corporation, or on the respective rights and obligations of the stockholders. Unless otherwise provided by the Delaware General
Corporation Law, the rights and obligations of stockholders are identical whether or not their shares of stock are represented by certificates.
Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send the stockholder a written
statement containing the information required on the certificates pursuant to Section 5.1. At least annually thereafter, the Corporation
shall provide to its stockholders of record, a written statement confirming the information contained in the informational statement previously
sent pursuant to this Section.
5.3 Lost,
Stolen or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued, or that uncertificated shares
be issued, in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate
or uncertificated shares, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require
the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond, in such form, in such sum, and with such surety or sureties as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. When a certificate
has been lost, apparently destroyed or wrongfully taken, and the holder of record fails to notify the Corporation within a reasonable
time after he has notice of it, and the Corporation registers a transfer of the shares represented by the certificate before receiving
such notification, the holder of record is precluded from making any claim against the Corporation for the transfer or a new certificate
or uncertificated shares.
5.4 Restrictions
on Transfer. The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or
more classes of stock of the Corporation to restrict the sale, transfer, assignment, pledge, or other disposal of or encumbering of any
of the shares of stock of the Corporation or any right or interest therein, whether voluntarily or by operation of law, or by gift or
otherwise of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by
the Delaware General Corporation Law. Transfers of record of shares of stock of the Corporation shall be made only upon its books by the
holders thereof, in person or by attorney duly authorized, and, in the case of stock represented by certificate, upon the surrender of
a properly endorsed certificate or certificates for a like number of shares.
5.5 [Reserved.]
5.6 Registered
Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.
8
ARTICLE VI
INDEMNIFICATION
6.1 Directors
and Executive Officers. The Corporation shall indemnify its directors and executive officers (for the purposes of this Article, “executive
officers” shall have the meaning defined in Rule 3b-7 promulgated under the 1934 Act) to the fullest extent not prohibited
by the Delaware General Corporation Law or any other applicable law; provided, however, that the Corporation may modify the extent of
such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the Corporation shall
not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such
person unless (a) such indemnification is expressly required to be made by law, (b) the proceeding was authorized by the Board
of Directors of the Corporation, (c) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the
powers vested in the Corporation under the Delaware General Corporation Law or any other applicable law or (d) such indemnification
is required to be made under Section 6.4.
6.2 Other
Officers, Employees and Other Agents. The Corporation shall have power to indemnify its other officers, employees and other agents
as set forth in the Delaware General Corporation Law or any other applicable law. The Board of Directors shall have the power to delegate
the determination of whether indemnification shall be given to any such person except such executive officers to officers or other persons
as the Board of Directors shall determine.
6.3 Expenses.
The Corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director
or executive officer of the Corporation, or is or was serving at the request of the Corporation as a director or executive officer of
another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly
following request therefor, all expenses incurred by any director or executive officer in connection with such proceeding, provided, however,
that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by a director or officer in his or her capacity
as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further
right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise. Notwithstanding
the foregoing, unless otherwise determined pursuant to Section 6.5, no advance shall be made by the Corporation to an executive officer
of the Corporation (except by reason of the fact that such executive officer is or was a director of the Corporation, in which event this
paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination
is reasonably and promptly made (a) by a majority vote of a quorum consisting of directors who were not parties to the proceeding,
even if not a quorum, or (b) by a committee of such directors designated by a majority of such directors, even though less than a
quorum, or (c) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that
the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation.
6.4 Enforcement.
Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and executive officers
under this Article VI shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract
between the Corporation and the director or executive officer. Any right to indemnification or advances granted by this Article VI
to a director or executive officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction
if (a) the claim for indemnification or advances is denied, in whole or in part, or (b) no disposition of such claim is made
within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be
entitled to be paid also the expense of prosecuting the claim. In connection with any claim for indemnification, the Corporation shall
be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under
the Delaware General Corporation Law or any other applicable law for the Corporation to indemnify the claimant for the amount claimed.
In connection with any claim by an executive officer of the Corporation (except in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such executive officer is or was a director of the Corporation) for advances,
the Corporation shall be entitled to raise as a defense as to any such action clear and convincing evidence that such person acted in
bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation, or with respect
to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the
failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General Corporation Law or any other applicable law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard
of conduct.
9
6.5 Non-Exclusivity
of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other right which such person
may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity
while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors,
officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Delaware General Corporation
Law or any other applicable law.
6.6 Survival
of Rights. The rights conferred on any person by this Article VI shall continue as to a person who has ceased to be a director
or executive officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
6.7 Insurance.
To the fullest extent permitted by the Delaware General Corporation Law, or any other applicable law, the Corporation, upon approval by
the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Article VI.
6.8 Amendments.
Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights under this Bylaw in effect
at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the Corporation.
6.9 Saving
Clause. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each director and executive officer to the full extent not prohibited by any applicable portion
of this Article that shall not have been invalidated, or by any other applicable law. If this Article VI shall be invalid due
to the application of the indemnification provisions of another jurisdiction, then the Corporation shall indemnify each director and executive
officer to the full extent under applicable law.
6.10 Certain
Definitions. For the purposes of this Article VI, the following definitions shall apply:
(a) The
term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative.
(b) The
term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness
fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with
any proceeding.
(c) The
term the “Corporation” shall include, in addition to the resulting Corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had
power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position
under the provisions of this Article with respect to the resulting or surviving Corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(d) References
to a “director,” “executive officer,” “officer,” “employee,” or “agent” of
the Corporation shall include, without limitation, situations where such person is serving at the request of the Corporation as, respectively,
a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other
enterprise.
10
(e) References
to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation”
shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred
to in this Article.
ARTICLE VII
NOTICES
7.1 Form
of Notice. Whenever required by law, the Certificate of Incorporation or these Bylaws, notice is to be given to any director or stockholder,
and no provision is made as to how such notice shall be given, such notice may be given in writing, by mail, postage prepaid, addressed
to such director or stockholder at such address as appears on the books and records of the Corporation or its transfer agent. A notice
or other communication may also be delivered by electronic transmission if the electronic transmission contains or is accompanied by information
from which the recipient can determine the date of the transmission. Unless otherwise agreed between sender and recipient, an electronic
transmission is received when it enters an information processing system that the recipient has designated or uses for the purpose of
receiving electronic transmissions or information of the type sent and it is in a form ordinarily capable of being processed by that system.
Except as otherwise provided by these Bylaws or specific statute, any notice or other communication, if in a comprehensible form or manner,
is effective at the earliest of the following: (a) if in a physical form, when it is left at the address of a director or stockholder
as it appears upon the records of the Corporation, the residence or usual place of business of a director or stockholder or the stockholder’s
principal place of business; (b) if mailed by United States mail postage prepaid and correctly addressed to a director or stockholder,
upon deposit in the United States mail; or (c) if oral, when communicated.
7.2 Waiver.
Whenever any notice is required to be given to any stockholder or director of the Corporation as required by law, the Certificate of Incorporation
or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time
stated in such notice, shall be equivalent to the giving of such notice. Attendance of a stockholder or director at a meeting shall constitute
a waiver of notice of such meeting, except where such stockholder or director attends for the express purpose of objecting to the transaction
of any business on the ground that the meeting is not lawfully called or convened.
7.3 Affidavit
of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the Corporation or its transfer agent
appointed with respect to the class of stock affected or other agent, specifying the name and address or the names and addresses of the
stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of
giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.
7.4 Methods
of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but
one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect
of any other or others.
7.5 Notice
to Stockholders Sharing an Address. Except as otherwise prohibited under the Delaware General Corporation Law, any notice given under
the provisions of the Delaware General Corporation Law, the Certificate of Incorporation or these Bylaws, shall be effective if given
by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice
is given. Such consent shall have been deemed to have been given if such stockholder fails to object in writing to the Corporation within
sixty (60) days of having been given notice by the Corporation of its intention to send the single notice. Any consent shall be revocable
by the stockholder by written notice to the Corporation.
11
ARTICLE VIII
GENERAL PROVISIONS
8.1 Execution
of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the Corporation any corporate instrument or document, or to sign on behalf
of the Corporation the corporate name without limitation, or to enter into contracts on behalf of the Corporation, except where otherwise
provided by law or these Bylaws, and such execution or signature shall be binding upon the Corporation. All checks and drafts drawn on
banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation shall be signed by such
person or persons as the Board of Directors shall authorize so to do. Unless authorized or ratified by the Board of Directors or within
the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract
or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
8.2 Execution
of Other Securities. All bonds, debentures and other corporate securities of the Corporation, other than stock certificates (covered
in Section 5.1 of these Bylaws), may be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President,
or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or
a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial
Officer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature,
or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security
shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security
may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate
security, authenticated by a trustee as aforesaid, shall be signed by the Chief Financial Officer of the Corporation or such other person
as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer
who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or
on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or
attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and
issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased
to be such officer of the Corporation.
8.3 Voting
of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the Corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized
so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors,
the Chief Executive Officer, the President, the Chief Financial Officer, or any Vice President.
8.4 Dividends.
Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or annual meeting. Dividends may be declared and paid in cash, in property, or in shares
of the Corporation, subject to the provisions of the Delaware General Corporation Law and the Certificate of Incorporation. The Board
of Directors may fix in advance a record date for the purpose of determining stockholders entitled to receive payment of any dividend,
such record date to be not more than sixty (60) days prior to the payment date of such dividend, or the Board of Directors may close
the stock transfer books for such purpose for a period of not more than sixty (60) days prior to the payment date of such dividend.
In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring such
dividend shall be the record date.
8.5 Reserves.
There may be created by resolution of the Board of Directors out of the surplus of the Corporation such reserve or reserves as the directors
from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain
any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors
may modify or abolish any such reserve in the manner in which it was created. Surplus of the Corporation to the extent so reserved shall
not be available for the payment of dividends or other distributions by the Corporation.
12
8.6 Books
and Records. The Corporation shall keep correct and complete books and records of account and minutes of the proceedings of its stockholders
and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent
or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of the shares
held by each.
8.7 Corporate
Seal. The Board of Directors may adopt a corporate seal. The corporate seal shall consist of a die bearing the name of the Corporation
and the inscription, “Corporate Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
8.8 Fiscal
Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
8.9 Interpretation
and Construction. Reference in these Bylaws to any provision of the Delaware General Corporation Law shall be deemed to include all
amendments thereof. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the Delaware
General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the provision, the singular
number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and
a natural person. All restrictions, limitations, requirements and other provisions of these Bylaws shall be construed, insofar as possible,
as supplemental and additional to all provisions of law applicable to the subject matter thereof and shall be fully complied with in addition
to the said provisions of law unless such compliance shall be illegal. Any article, section, subsection, subdivision, sentence, clause
or phrase of these Bylaws which, upon being construed in the manner provided in this Section 8.9, shall be contrary to or inconsistent
with any applicable provision of law, shall not apply so long as said provisions of law shall remain in effect, but such result shall
not affect the validity or applicability of any other portions of these Bylaws, it being hereby declared that these Bylaws, and each article,
section, subsection, subdivision, sentence, clause, or phrase thereof, would have been adopted irrespective of the fact that any one or
more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal.
8.10 Amendment.
The Board of Directors shall have the power to amend, modify or repeal these Bylaws, or adopt any new provision.
***
13
CERTIFICATE OF
ADOPTION OF BYLAWS
OF
TOPPOINT
HOLDINGS INC.
The undersigned hereby certifies
that he is the duly elected, qualified and acting Chief Executive Officer of Toppoint Holdings Inc., a Delaware corporation (the “Corporation”),
and that the foregoing Bylaws were adopted as the Corporation’s bylaws as of the date hereof by the Corporation’s Board of
Directors.
The undersigned has executed
this Certificate as of September 25, 2026.
/s/ Hok C Chan
Hok C Chan
Chief Executive Officer
14
EX-3.4 — ARTICLES OF CONVERSION OF TOPPOINT HOLDINGS INC., AS FILED WITH THE SECRETARY OF STATE OF THE STATE OF NEVADA ON SEPTEMBER 25, 2026
EX-3.4
Filename: ea030626601ex3-4.htm · Sequence: 6
Exhibit
3.4
FOREIGN CORPORATION (80) CHARTER (CONVERSION) I, FRANCISCO V. AGUILAR, Nevada Secretary of State, certify that I am the lawful custodian of records for corporations, nonprofit corporations, corporations sole, limited - liability companies, limited partnerships, limited - liability partnerships, and business trusts filed under Title 7 of the Nevada Revised Statutes, and that this certificate is issued under my authority. I further certify that on 09/26/2026, Toppoint Holdings Inc. filed Articles of Conversion, and the original Articles of Incorporation - For - Profit for a Domestic Corporation (78) with this office, and that the document is part of the official records of the Nevada Secretary of State. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 09/26/2026. Certificate Number: B20260926000105 You may verify this certificate online at Francisco V. Aguilar Secretary of State https.//orion.nv.pov/portal/public/#/public/nvsos/en/CaseXscreen?screen - CertificateSearch
NEVADA SECRETARY STATE Record Number E2SS2S2L2021 - 0 Fiied in the Office of Filing Number F2O2609260135 Secretary of Stare 5taEe Of Nevada Filed On 09/25/2026 09:26 AID Number of Pages 23 401 North Carson Street Carson City, Nevtda 89701 - 4201 (775) 684 - 5708 ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Conversion NRS 92A.205 TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT Toppoint Holdings Inc. Corporation Entity Type* Nevada Chan Hok Entity N •+• J urisdiction: Entity or Nevada Business Identification Number (NVID), if applicable: NV20222545079 1. Constituent Entity Information: E ntity Name Toppoint Holdings Inc. JurisdictiUrJ Delaware Entity Type * Corporation 2. Resulting * Information: You've attached the entire conversion plan to these articles You’ve filed the' OorTiplete executed conversion plan with lhe resulting entity’s registereo Dffice or principal place of business If you are a domestic limited partnership under NRS 88: Vou filed the complete executed conve rs ion plan with the records office required b \ NRS 86 330 3. Plan of Conversion: * S "' C ! * n ' b ) Name: Hok C Chan USA Care of Country 1250 Kenas Road North Wales PA 19454 Address State Postal Code 4 . Forwarding Address for Servioe of Process : (If surviving entity is foreign, or tside the boundaries of Nevada) Date. 09/25/2026 Time: Effective date is not fa exceed 9 C days of the Ill ng date of this form If left blank, I his form will be etfective 'upon Ill ng vv : th the SOS If you select a later effecll 7 e date but the effec!‹ve 'irne is lef l blank, the effective tirrJe will be ai 1 ? 01 Pacific time r ‹I e specified date 5. Effective Date and Time: (Optional) • A plan of conversion has Deen adopted by the cor StiTuent entity in compliance with the law of the jurisdiction govern ng the constituent entity • This document, once completed, will serve as a statemel t uf all officer as required by NRS 90 030 • Signatures Required Nevada Entities . Officer (corporation ), all general partners (Iimited/Iimited - liability limited partner ship ), tt anager/member (limited - liability company), trustee (business trust), managing partner (limited - liability pannership) . Foreign Entities : Aut norized individual, per entity s governing la \ as Toppoint Holdings Inc. Name of constituent entity Pr!nt First Name Print Last Name CEO 09/08/2026 Sicjnature of CcrJst itutf \ t 2ntity {ñonversionJ Date 6. Signature Statement : (Required)
PLAN
OF CONVERSION
Converting
TOPPOINT
HOLDINGS INC.
(a
Nevada corporation)
into
TOPPOINT
HOLDINGS INC.
(a
Delaware corporation)
This
Plan of Conversion (this “Plan”) is adopted as of September 8, 2026 for the conversion of Toppoint Holdings Inc.,
a Nevada corporation (the “Converting Entity”), into Toppoint Holdings Inc., a Delaware corporation (the “Converted
Entity”) (the “Conversion”).
ARTICLE
I
Conversion
1.01.
The Conversion. The Converting Entity shall effect the Conversion into the Converted
Entity in accordance with and subject to the terms of this Plan and pursuant to the terms and conditions of Section 92A.195 of the Nevada
Revised Statutes (the “Nevada Statutes”) and Section 265 of the Delaware General Corporation Law (the “DGCL”).At the Effective Time (as defined in Section 1.03 hereof), the Converting Entity shall be converted into the Converted Entity, and
the separate existence of the Converting Entity shall cease, all with the effect provided in the Nevada Statutes and the DGCL; including
without limitation, that all of the rights, privileges and powers of the Converting Entity and all property, real, personal and mixed,
and all debts due to the Converting Entity, as well as all other things and causes of action belonging to the Converting Entity and all
liabilities and obligations of the Converting Entity shall be transferred to and vested in the Converted Entity, as the surviving entity,
and shall thereafter be the property and obligations of the Converted Entity as they were of the Converting Entity prior to the Conversion,
and no such assets or liabilities shall revert or be in any way impaired by reason of the Conversion.
1.02.
Filings. As promptly as practicable following the adoption of this Plan by the
Board of Directors (the “Board”) and the stockholders (the “Stockholders”)
of the Converting Entity, the Converting Entity shall cause the Conversion to be effective by:
(a)
executing and filing (or causing the execution and filing of) (i) an Articles of Conversion pursuant to Section 92A.205 of the Nevada
Statutes with the Secretary of State of the State of Nevada and (ii) a Certificate of Conversion pursuant to Section 265 of the DGCL
with the Secretary of State of the State of Delaware, each in a form reasonably acceptable to any officer of the Converting Entity ((i)
and (ii), collectively, the “Certificates of Conversion”); and
(b)
executing, acknowledging and filing (or causing the execution, acknowledgment and filing of) a Certificate of Incorporation of the Corporation
substantially in the form of Exhibit A attached hereto (the “Certificate
of Incorporation”) with the Secretary of State of the State of Delaware.
1.03.
Effectiveness. The Conversion shall have become effective immediately upon the
filing of the Certificates of Conversion and the Certificate of Incorporation (the “Effective
Time”). As of the Effective Time, the Converted Entity will be governed by the terms and conditions of the Certificate of
Incorporation and the Bylaws of the Converted Entity substantially in the form of Exhibit
B attached hereto, each as amended from time to time, and the DGCL.
1.04.
Approval of Conversion. The Board approved and declared advisable the Conversion
and this Plan, and the holders of a majority of the voting power of the Stockholders entitled to vote thereon approved the Conversion
and this Plan at the annual meeting held on September 8, 2026, following notice given in accordance with NRS 78.370 and the Bylaws.
1.05.
Further Assurances. If at any time the Converting Entity, or its successors or
assigns, shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable
to (a) vest, perfect or confirm, of record or otherwise, in the Converted Entity its rights, title or interest in, to or under any of
the rights, properties or assets of the Converting Entity acquired or to be acquired by the Converted Entity as a result of, or in connection
with, the Conversion, or (b) otherwise carry out the purposes of this Plan, the Converting Entity and its proper officers and the Board
shall be deemed to have granted to the Converted Entity an irrevocable power of attorney to execute and deliver all such proper deeds,
assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such
rights, properties or assets in the Converted Entity and otherwise to carry out the purposes of this Plan; and the proper officers and
directors of the Converted Entity are fully authorized in the name of the Converting Entity or otherwise to take any and all such actions.
1
1.06.
Intended Tax Treatment. The Conversion is intended to qualify as a reorganization
within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, as a mere change in the place of organization
of the Converting Entity. This Plan is intended to constitute a plan of reorganization for U.S. federal income tax purposes. The Converted
Entity intends to report the Conversion consistently with such intended treatment unless otherwise required by applicable law.
1.07.
Reverse Stock Split. The Board shall be authorized, following the Effective Time,
to approve an amendment to the Certificate of Incorporation, at the discretion of the Board, to effect one or more reverse stock splits
over the course of the next three years (each a “Reverse Stock Split”) with respect to the Converted Entity’s issued
and outstanding common stock, par value $0.0001 per share (the “common stock”), including any common stock held by the Converted
Entity as treasury shares, at any time prior to or on August 24, 2029, at a ratio of 1-for-2 to 1-for-900 (the “Range”) provided
that the aggregate splits will not exceed 1-for-900, with the ratio within such Range to be determined at the discretion of the Board
(or any of its delegated authorized persons) without further approval or authorization of the stockholders of the Converted Entity.
The
text of the proposed amendment to the Certificate of Incorporation to be authorized the Board, in its discretion, to effect one or more
Reverse Stock Splits is as follows:
“1. The
following second paragraph shall be added after the first paragraph of Article FOURTH of
the Certificate of Incorporation of the Corporation, as amended, to read as follows:
“Reverse
Stock Split. Upon the effectiveness of the filing of this Certificate of Amendment (the
“Effective Time”), each share of the Corporation’s common stock, par value $0.0001 per share (the
“Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock,
immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into a smaller
number of shares such that each [____](___)1 shares of Old Common Stock issued and outstanding or held by the Corporation
as treasury stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock, par value $0.0001 per
share, of the Corporation (the “New Common Stock”) (the “Reverse Stock Split”). No fractional
shares of Common Stock will be issued as a result of the Reverse Stock Split; any fractional shares resulting from the Reverse Stock
Split shall be rounded up to the next whole number of shares of New Common Stock at the participant level, and all shares of Common
Stock eliminated as a result of the Reverse Stock Split will be cancelled. Any stock certificate that, immediately prior to the
Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the
necessity of presenting the same for exchange, represent the number of shares of the New Common Stock into which such shares of Old
Common Stock shall have been reclassified plus the fraction, if any, of a share of New Common Stock issued as aforesaid. The Reverse
Stock Split shall not have effect on the authorized number or par value of the capital stock of the Corporation.”
”
1
The
Board of Directors will have the discretion to effect the Reverse Stock Split at a ratio of any whole number between 1-for-2 and
1-for-900.
2
ARTICLE
II
Securities
2.01.
Conversion of Securities. At the Effective Time, by virtue of the Conversion and
without any action on the part of the Corporation or any holder, each share of common stock, par value $0.0001 per share, of the Converting
Entity issued and outstanding immediately prior to the Effective Time shall convert into one (1) validly issued, fully paid, and non-assessable
share of common stock, par value $0.0001 per share, of the Converted Entity. Each certificate or book-entry position that represented
shares of the Converting Entity’s common stock immediately prior to the Effective Time shall, from and after the Effective Time,
represent the same number of shares of the Converted Entity’s common stock, without any exchange or reissuance of certificates.
2.02.
Equity Awards and Convertible Securities. At the Effective Time, each option, warrant,
restricted stock unit, or other right to acquire, or security convertible into, common stock of the Converting Entity outstanding immediately
prior to the Effective Time shall continue in existence and, without any action on the part of the holder, represent the right to acquire
(or convert into) an equal number of shares of common stock of the Converted Entity, on the same terms and conditions, and any plan under
which such awards were granted shall be assumed by the Converted Entity.
ARTICLE
III
Miscellaneous
3.01.
Termination. This Plan may be terminated and the Conversion contemplated hereby
may be abandoned at any time prior to the Effective Time by action of the Stockholders if it is determined that for any reason the completion
of the transactions provided for herein would be inadvisable or not in the best interests of the Converting Entity or the Stockholders.
In the event of such termination and abandonment, this Plan shall become void and neither the Converting Entity nor its equity holders,
officers or directors shall have any liability or rights with respect to such termination and abandonment.
3.02.
Amendment. This Plan may be supplemented, amended or modified by consent of the
Stockholders. No amendment of any provision hereof shall be valid unless the same shall be in writing and approved by the Stockholders
in accordance with this Section 3.02.
3.03.
Governing Law. This Plan shall be governed by, and construed in accordance with,
the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.
3.04.
Third Party Beneficiaries. This Plan shall not confer any rights or remedies upon
any person other than as expressly provided herein.
3.05.
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.
3.06.
Entire Agreement. This Plan, including the documents and instruments referred to
herein, constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the
Converting Entity and the Converted Entity, with respect to the subject matter hereof.
*
* * *
3
IN
WITNESS WHEREOF, the undersigned authorized person has caused this Plan of Conversion to be executed as of the date first set forth
above.
By:
/s/
Hok C Chan
Name:
Hok
C Chan
Title:
Chief
Executive Officer
4
Exhibit
A
Certificate
of Incorporation
(See
Attached)
5
CERTIFICATE
OF INCORPORATION
OF
TOPPOINT
HOLDINGS INC.
Dated:
September 8, 2026
FIRST:
The name of the corporation is Toppoint Holdings Inc. (the “Corporation”).
SECOND:
The address of the Corporation’s registered office in the State of Delaware is Vcorp Agent Services, Inc., 108 W. 13th
Street, Suite 100, Wilmington, DE 19801, New Castle County, and the name of the Corporation’s registered agent at such address
is Vcorp Agent Services, Inc.
THIRD:
The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “DGCL”).
FOURTH:
The Corporation is authorized to issue an aggregate of l,050,000,000 shares of capital stock, which shall consist of: (i) 1,000,000,000
shares of common stock, $0.000l par value per share (“Common Stock”); and (ii) 50,000,000 blank check preferred stock $0.0001
par value per share (“Blank Check Preferred Stock”). The Blank Check Preferred Stock may be issued from time to time and
in one or more series. The Board of Directors of the Corporation is authorized to create, designate and determine or alter the powers,
preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of
Blank Check Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series of Blank Check Preferred Stock, to increase or decrease (but not below
the number of shares of any such series of Preferred Stock then outstanding) the number of shares of any such series of Blank Check Preferred
Stock, and to fix the number of shares of any series of Blank Check Preferred Stock. In the event that the number of shares of any series
of Blank Check Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which such shares
had prior to the adoption of the resolution originally fixing the number of shares of such series of Blank Check Preferred Stock subject
to the requirements of applicable law.
FIFTH:
Subject to the provisions of the DGCL, the number of Directors of the Corporation shall be determined in the manner set forth in
the Bylaws of the Corporation.
SIXTH:
To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of
expenses to) directors, officers and agents of the Corporation (and any other persons to which the DGCL permits the Corporation to provide
indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors
or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL. Any amendment, repeal
or modification of the foregoing provisions of this Article SIXTH shall not adversely affect any right or protection of any director,
officer or other agent of the Corporation existing at the time of such amendment, repeal or modification.
SEVENTH:
To the fullest extent permitted by law, no person who is or was at any time a director or officer, as applicable, of the Corporation
shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such person
as a director or officer; provided, however, that, unless and except to the extent otherwise permitted from time to time by applicable
law, the provisions of this Article SEVENTH shall not eliminate or limit the liability of a director or officer (i) for breach of the
director’s duty of loyalty to the Corporation or its stockholders, (ii) for any act or omission by the director which is not in
good faith or which involves intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment
to or repeal of this Article SEVENTH shall apply to or have any effect on the liability or alleged liability of any director or officer
of the Corporation for or with respect to any act or omission of such director or officer occurring prior to such amendment or repeal.
6
EIGHTH:
In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors
is expressly authorized to make, alter, amend, repeal or rescind any or all of the Bylaws of the Corporation, except as specifically
stated therein.
NINTH:
Except as otherwise required by the laws of the State of Delaware, the stockholders and Directors shall have the power to hold their
meetings and to keep the books, documents and papers of the Corporation outside of the State of Delaware, and the Corporation shall have
the power to have one or more offices within or without the State of Delaware, at such places as may be from time to time designated
by the Bylaws or by resolution of the Directors. Elections of Directors need not be by ballot unless the Bylaws of the Corporation shall
so provide.
TENTH:
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
ELEVENTH:
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall
be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting
a claim of breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s
stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or this Certificate of Incorporation or
the bylaws of the Corporation or (iv) any action asserting a claim governed by the internal affairs doctrine.
TWELFTH:
The name and address of the incorporator is Hok C Chan, 1250 Kenas Road, North Wales, PA 19454.
THIRTEENTH:
This Certificate of Incorporation shall be effective upon filing with the Secretary of State of the State of Delaware.
7
IN
WITNESS WHEREOF, the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation
as of the date first set forth above.
/s/
Hok C Chan
Hok
C Chan
Incorporator
8
Exhibit
B
Bylaws
(See
Attached)
9
AMENDED
AND RESTATED BYLAWS
OF
TOPPOINT
HOLDINGS INC.
Adopted
on September 8, 2026
ARTICLE
I
OFFICES
1.1
Registered Office. The registered office and registered agent of Toppoint Holdings Inc. (the “Corporation”)
shall be, as from time to time, set forth in the Corporation’s Certificate of Incorporation.
1.2
Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the
Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE
II
STOCKHOLDERS’
MEETINGS
2.1
Place of Meetings. Meetings of stockholders may be held at such time and place, within or without the State of Delaware, as shall
be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Stockholders and certain other persons permitted
by the Corporation to attend a meeting of stockholders may participate in the meeting through remote communication, including, without
limitation, electronic communications, videoconferencing, teleconferencing or other available technology, if the Corporation has implemented
reasonable measures to (a) verify the identity of each person participating through such means as a stockholder or permitted person and
(b) provide the stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders,
including an opportunity to communicate, and to read or hear the proceedings of the meetings in a substantially concurrent manner with
such proceedings.
2.2
Annual Meeting.
(a)
The annual meeting of the stockholders of the Corporation, for the purpose of election of directors and for such other business as may
lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.
Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders: (i) pursuant to the Corporation’s notice of meeting of stockholders;
(ii) by or at the direction of the Board of Directors; or (iii) by any stockholder of the Corporation who was a stockholder of record
at the time of giving of notice provided for in the following paragraph, who is entitled to vote at the meeting and who complied with
the notice procedures set forth in this Section.
10
(b)
At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.
For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph
(a) of this Section, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (ii) such
other business must be a proper matter for stockholder action under the Delaware General Corporation Law, (iii) if the stockholder, or
the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice
(as defined in this Section), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement
and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry
any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a
percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect
the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation
Notice, and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this Section, the stockholder or beneficial
owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such
a Solicitation Notice under this Section. To be timely, a stockholder’s notice shall be delivered to the Secretary by registered
mail at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day
nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding
year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than thirty (30)
days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by
the stockholder to be timely must be so received (i) not earlier than the close of business on the one hundred twentieth (120th)
day prior to the currently proposed annual meeting and not later than the close of business on the later of the ninetieth (90th)
day prior to such annual meeting or (ii) by the tenth (10th) business day following the day on which public announcement
of the date of such meeting is first made, whichever of (i) or (ii) occurs first. In the event that an annual meeting has not been previously
held, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th)
business day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement
of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above.
Such stockholder’s notice shall set forth: (A) as to each person whom the stockholder proposed to nominate for election or reelection
as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors
in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the “1934 Act”) and Rule 14a-4(d) thereunder (including such person’s written consent to being named
in the proxy statement as a nominee and to serving as a director if elected); (B) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination
or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial
owner, (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such
beneficial owner, and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy
to holders of, in the case of the proposal, at least the percentage of the Corporation’s voting shares required under applicable
law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting
shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).
(c)
Notwithstanding anything in the second sentence of paragraph (b) of this Section to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees
for director or specifying the size of the increased Board of Directors made by the Corporation at least one hundred (100) days prior
to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section shall also
be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th)
day following the day on which such public announcement is first made by the Corporation.
(d)
Only such persons who are nominated in accordance with the procedures set forth in this Section shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty
to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be,
in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these
Bylaws, to declare that such defective proposal or nomination shall not be presented for stockholder action at the meeting and shall
be disregarded.
11
(e)
Notwithstanding the foregoing provisions of this Section, in order to include information with respect to a stockholder proposal in the
proxy statement and form of proxy for a stockholders’ meeting, stockholders must provide notice as required by the regulations
promulgated under the 1934 Act. Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of
proposals in the Corporation proxy statement pursuant to Rule 14a-8 under the 1934 Act.
(f)
For purposes of this Section, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press, Accesswire, Market Wire or comparable national news service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.
2.3
Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law, by the
Certificate of Incorporation or by these Bylaws, may be called by the Chief Executive Officer or the President, or shall be called by
the President or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of the holders
of at least 331/3% of all the shares issued, outstanding and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at all special meetings shall be confined to the purposes stated in the notice of the meeting unless
all stockholders entitled to vote are present and consent.
2.4
Notice of Meetings. Written notice stating (a) the date and time of the meeting, (b) the means of remote communication, if any,
by which stockholders and proxies shall be deemed to be present in person and vote at the meeting, (c) unless the meeting is to be held
solely by remote communication, the physical location of the meeting, and (d) except in the case of the annual meeting, the purpose or
purposes for which the meeting is called, must be delivered personally, mailed postage prepaid or delivered as provided in Section 7.1
to each stockholder of record entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the meeting.
If mailed, it must be directed to the stockholder at his or her address as it appears upon the records of the Corporation.
2.5
Quorum; Adjournment. At all meetings of the stockholders, the presence in person or by proxy of the holders of 331/3% of the shares
issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business,
except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws. If a meeting of stockholders is adjourned,
notice of the following information need not be delivered if the information is announced at the meeting at which the adjournment is
taken: (a) the date and time of the adjourned meeting; (b) the means of remote communication, if any, by which stockholders and proxies
shall be deemed to be present in person and vote at the adjourned meeting; and (c) unless the adjourned meeting is to be held solely
by remote communication, the physical location of the adjourned meeting. If a new record date is fixed for an adjourned or postponed
meeting, notice of the adjourned or postponed meeting must be delivered to each stockholder of record as of the new record date. At such
adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted
at the meeting as originally notified.
2.6
Voting. Each outstanding share of the Corporation’s capital stock shall be entitled to one vote on each matter submitted
to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or classes are otherwise
provided by applicable law or the Certificate of Incorporation. When a quorum is present at any meeting of the Corporation’s stockholders,
action by the stockholders on a matter other than the election of directors is approved if the number of votes cast in favor of the action
exceeds the number of votes cast in opposition to the action, unless the question is one upon which, by express provision of law, the
Certificate of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control
the decision of such question. Voting for directors shall be in accordance with Section 3.2 of these Bylaws.
2.7
Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Without limiting the manner in
which a stockholder may authorize another person or persons to act for him or her as proxy, a stockholder may sign a writing authorizing
another person or persons to act for him or her as proxy. Any copy, communication by electronic transmission or other reliable reproduction
of the writing may be substituted for the original writing for any purpose for which the original writing could be used, if the copy,
communication by electronic transmission or other reproduction is a complete reproduction of the entire original writing. Except as otherwise
provided below, no such proxy is valid after the expiration of three (3) years from the date of its creation unless the stockholder specifies
in it the length of time for which it is to continue in force, which may not exceed seven (7) years from the date of its creation. A
proxy shall be deemed irrevocable if the written authorization states that the proxy is irrevocable, but is irrevocable only for as long
as it is coupled with an interest sufficient in law to support an irrevocable power. Unless otherwise provided in the proxy, a proxy
made irrevocable is revoked when the interest with which it is coupled is extinguished, but the Corporation may honor the proxy until
notice of the extinguishment of the proxy is received by the Corporation.
12
2.8
Record Date; Closing Transfer Books. The Board of Directors may fix in advance a record date for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, such record date to be not less than ten (10) nor more than sixty (60)
days prior to such meeting, or the Board of Directors may close the stock transfer books for such purpose for a period of not less than
ten (10) nor more than sixty (60) days prior to such meeting. If a record date for a meeting of stockholders is not fixed by the Board
of Directors, the record date is at the close of business on the day before the day on which the first notice is given or, if notice
is waived, at the close of business on the day before the meeting is held. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders applies to any adjournment or postponement of the meeting unless the Board of Directors fixes
a new record date for the adjourned or postponed meeting. The Board of Directors must fix a new record date if the meeting is adjourned
or postponed to a date more than 60 days later than the meeting date set for the original meeting.
2.9
Action by Consent. Any action required or permitted by law, the Certificate of Incorporation, or these Bylaws to be taken at a
meeting of the stockholders of the Corporation may be taken without a meeting if a consent or consents in writing, setting forth the
action so taken, shall be signed by stockholders holding at least a majority of the voting power; provided that if a different proportion
of voting power is required for such an action at a meeting, then that proportion of written consents is required.
ARTICLE
III
BOARD
OF DIRECTORS
3.1
Management. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors,
who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation,
a stockholders’ agreement or these Bylaws directed or required to be exercised or done by the stockholders.
3.2
Qualification; Election; Term. None of the directors need be a stockholder of the Corporation or a resident of the State of Delaware.
The directors shall be elected by plurality vote at the annual meeting of the stockholders, except as hereinafter provided, and each
director elected shall hold office until his successor shall be elected and qualified.
3.3
Number. The initial number of directors of the Corporation shall be at least one (1), but no more than seven (7). Thereafter,
the number of directors of the Corporation shall be fixed as the Board of Directors may from time to time designate. No decrease in the
number of directors shall have the effect of shortening the term of any incumbent director.
3.4
Resignation. Any director may resign at any time by delivering his or her notice in writing to the Secretary, such resignation
to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors.
3.5
Removal. Any director may be removed either for or without cause only by the affirmative vote of stockholders representing not
less than two-thirds of the voting power of the issued and outstanding stock entitled to vote.
3.6
Vacancies. All vacancies on the Board of Directors, including those caused by an increase in the number of directors, may be filled
by a majority of the remaining directors, though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office.
3.7
Place of Meetings. Meetings of the Board of Directors, regular or special, may be held at such place within or without the State
of Delaware as may be fixed from time to time by the Board of Directors. The members of the Board of Directors or of any committee thereof
may participate in a meeting of the Board or committee through electronic communications, videoconferencing, teleconferencing or other
available technology if the Corporation has implemented reasonable measures to (a) verify the identity of each person participating through
such means as a director or committee member, as the case may be, and (b) provide the directors or committee members a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the directors or committee members, as the case may be, including an
opportunity to communicate and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings.
13
3.8
Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time
to time be determined by resolution of the Board of Directors.
3.9
Special Meetings. Special Meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Chief
Executive Officer or the President on oral or written notice to each director, given either personally, by telephone, by telegram, by
mail, by facsimile or by e-mail at least twenty-four (24) hours prior to the time of the meeting. Special meetings shall be called by
the Chief Executive Officer, the President or the Secretary in like manner and on like notice on the written request of any director.
Except as may be otherwise expressly provided by law, the Certificate of Incorporation or these Bylaws, neither the business to be transacted
at, nor the purpose of, any special meeting need to be specified in a notice or waiver of notice.
3.10
Quorum and Voting. At all meetings of the Board of Directors the presence of a majority of the number of directors then in office
shall be necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority
of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of directors,
the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until
a quorum shall be present.
3.11
Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without
such a meeting if a consent or consents in writing, setting forth the action so taken, is signed by all the members of the Board of Directors.
3.12
Compensation of Directors. Directors shall receive such compensation for their services, and reimbursement for their expenses
as the Board of Directors, by resolution, shall establish, provided that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving compensation therefor.
3.13
Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate committees, each committee
to consist of one or more directors of the Corporation, which committees shall have such power and authority and shall perform such functions
as may be provided in such resolution. Each committee, to the extent provided in such resolution, shall have and may exercise all of
the authority of the Board of Directors in the management of the business and affairs of the Corporation, except where action of the
full Board of Directors is required by statute or by the Certificate of Incorporation. Unless the Board of Directors shall otherwise
provide, regular meetings of the committee appointed pursuant to this Section shall be held at such times and places as are determined
by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further
notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been
determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the
members of such committee of the time and place of such special meeting given in the manner provided for the giving of notice to members
of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee
may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when
the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened. Unless otherwise provided by the Board of Directors in the resolutions
authorizing the creation of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum
for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the
act of such committee.
ARTICLE
IV
OFFICERS
4.1
In General. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Chief
Financial Officer, and a Secretary. The Board of Directors may also elect a Chairman of the Board, a Chief Executive Officer, one or
more Vice Presidents, Assistant Vice Presidents and Assistant Secretaries. Any two or more offices may be held by the same person.
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4.2
Subordinate Officers. The Board of Directors may appoint, or may empower the Chairman of the Board of Directors, the Chief Executive
Officer or the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office
for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors or such delegate
may from time to time determine.
4.3
Election and Term. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall elect the officers,
none of whom need be a member of the Board of Directors. Each officer of the Corporation shall hold office until his death, or his resignation
or removal from office, or the election and qualification of his successor, whichever shall first occur.
4.4
Resignation. Any officer may resign at any time by giving notice in writing or by electronic transmission notice to the Board
of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons
to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such
later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.
Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract with the resigning officer.
4.5
Removal. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, for or without cause,
by the affirmative vote of a majority of the Board of Directors, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board
of Directors.
4.6
Duties of Officers.
(a)
Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the
stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to the office
and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
(b)
Chief Executive Officer. The powers and duties of the Chief Executive Officer are: (a) to act as the general manager and chief
executive officer of the Corporation and, subject to the direction of the Board of Directors, to have general supervision, direction
and control of the business and affairs of the Corporation; (b) to preside at all meetings of the stockholders and, in the absence of
the Chairman of the Board of Directors or if there is no Chairman of the Board of Directors, at all meetings of the Board of Directors;
(c) to call meetings of the stockholders and meetings of the Board of Directors to be held at such times and, subject to the limitations
prescribed by law or by these Bylaws, at such places as he or she shall deem proper; and (d) to affix the signature of the Corporation
to all deeds, conveyances, mortgages, leases, obligations, bonds, certificates and other papers and instruments in writing which have
been authorized by the Board of Directors or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the
Corporation, to sign certificates for shares of stock of the Corporation, and, subject to the direction of the Board of Directors, to
have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation.
(c)
President. The powers and duties of the President are: (a) subject to the authority granted to the Chief Executive Officer, if
any, to act as the general manager of the Corporation and, subject to the control of the Board of Directors, to have general supervision,
direction and control of the business and affairs of the Corporation; (b) to preside at all meetings of the stockholders and Board of
Directors in the absence of the Chairman of the Board of Directors and the Chief Executive Officer or if there be no Chairman of the
Board of Directors or Chief Executive Officer; and (c) to affix the signature of the Corporation to all deeds, conveyances, mortgages,
leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board of Directors
or which, in the judgment of the President, should be executed on behalf of the Corporation, to sign certificates for shares of stock
of the Corporation, and, subject to the direction of the Board of Directors, to have general charge of the property of the Corporation
and to supervise and control all officers, agents and employees of the Corporation. The President shall perform other duties commonly
incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate
from time to time.
(d)
Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President
or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall
also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.
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(e)
Chief Financial Officer. The powers and duties of the Chief Financial Officer are: (a) to supervise and control the keeping and
maintaining of adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares; (b) to have the custody of all funds, securities,
evidences of indebtedness and other valuable documents of the Corporation and, at his or her discretion, to cause any or all thereof
to be deposited for the account of the Corporation with such depository as may be designated from time to time by the Board of Directors;
(c) to receive or cause to be received, and to give or cause to be given, receipts and acquittances for moneys paid in for the account
of the Corporation; (d) to disburse, or cause to be disbursed, all funds of the Corporation as may be directed by the Chief Executive
Officer, the President or the Board of Directors, taking proper vouchers for such disbursements; (e) to render to the Chief Executive
Officer, the President or to the Board of Directors, whenever either may require, accounts of all transactions as Chief Financial Officer
and of the financial condition of the Corporation; and (f) generally to do and perform all such duties as pertain to such office and
as may be required by the Board of Directors or these Bylaws. The Chief Financial Officer may direct the any Controller or any Assistant
Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer,
and each Controller and Assistant Controller shall perform other duties commonly incident to the office and shall also perform such other
duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.
(f) Secretary. The
powers and duties of the Secretary are: (a) to keep a book of minutes at the principal executive office of the Corporation, or such
other place as the Board of Directors may order, of all meetings of its directors and stockholders, whether regular or special, the
notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at
stockholders’ meetings and the proceedings thereof; (b) to keep the seal of the Corporation and to affix the same to all
instruments which may require it; (c) to keep or cause to be kept at the principal executive office of the Corporation, or at the
office of the transfer agent or agents, a record of the stockholders of the Corporation; (d) to keep a supply of certificates for
shares of the Corporation, to fill in and sign all certificates issued or prepare the initial transaction statement or written
statements for uncertificated shares, and to make a proper record of each such issuance, provided that so long as the Corporation
shall have one or more duly appointed and acting transfer agents of the shares, or any class or series of shares, of the
Corporation, such duties with respect to such shares shall be performed by such transfer agent or transfer agents; (e) to transfer
upon the share books of the Corporation any and all shares of the Corporation, provided that so long as the Corporation shall have
one or more duly appointed and acting transfer agents of the shares, or any class or series of shares, of the Corporation, such
duties with respect to such shares shall be performed by such transfer agent or transfer agents; and (f) to make service and
publication of all notices that may be necessary or proper and without command or direction from anyone. The Secretary shall perfom
all other duties provided for in these Bylaws and other duties commonly incident to the office and shall also perform such other
duties and have such other powers as the Board of Directors shall designate from time to time. The Chief Executive Officer may
direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and
each Assistant Secretary shall perform other duties commonly incident to the office and shall also perform such other duties and
have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.
4.7
Divisional and Other Officers Appointed by the Chief Executive
Officer or President. The Chief Executive Officer, or President if there is no Chief Executive
Officer, shall have the power, in the exercise of his or her discretion, to appoint additional persons to hold positions and titles such
as vice president of a division of the Corporation or president of a division of the Corporation, or similar such titles, as the business
of the Corporation may require, subject to such limits in appointment power as the Board of Directors may determine. The Board of Directors
shall be advised of any such appointment at a meeting of the Board of Directors, and the appointment shall be noted in the minutes of
the meeting. The minutes shall clearly state that such persons are non-corporate officers appointed pursuant to this Section. Each such
appointee shall have such title, shall serve in such capacity and shall have such authority and perform such duties as the Chief Executive
Officer or President shall determine. Appointees may hold titles such as “president” of a division or other group within
the Corporation, or “vice president” of a division or other group within the Corporation. However, any such appointee, absent
specific election by the Board of Directors as an elected corporate officer, (a) shall not be considered an officer elected by the Board
of Directors pursuant to this Article IV and shall not have the executive powers or authority of corporate officers elected pursuant
to this Article IV and (b) shall be empowered to represent himself or herself to third parties as a divisional or group vice president
or other title permitted, as applicable, only, and shall be empowered to execute documents, bind the Corporation or otherwise act on
behalf of the Corporation only as authorized by the Chief Executive Officer or the President or by resolution of the Board of Directors.
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4.8
Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors or any committee
of the Board, if so authorized by the Board.
4.9
Employment and Other Contracts. The Board of Directors may authorize any officer or officers or agent or agents to enter into
any contract or execute and deliver any instrument in the name or on behalf of the Corporation, and such authority may be general or
confined to specific instances. The Board of Directors may, when it believes the interest of the Corporation will best be served thereby,
authorize executive employment contracts which will contain such terms and conditions as the Board of Directors deems appropriate.
ARTICLE
V
SHARES
OF STOCK
5.1
Form of Certificates. The Corporation may, but is not required to, deliver to each stockholder a certificate or certificates,
in such form as may be determined by the Board of Directors, representing shares to which the stockholder is entitled. Such certificates
shall be consecutively numbered and shall be registered on the books and records the Corporation or its transfer agent as they are issued.
Each certificate shall state on the face thereof the holder’s name, the number, class of shares, and the par value of such shares
or a statement that such shares are without par value.
5.2
Shares without Certificates. The Board of Directors may authorize the issuance of uncertificated shares of some or all of the
shares of any or all of its classes or series. The issuance of uncertificated shares has no effect on existing certificates for shares
until surrendered to the Corporation, or on the respective rights and obligations of the stockholders. Unless otherwise provided by the
Delaware General Corporation Law, the rights and obligations of stockholders are identical whether or not their shares of stock are represented
by certificates. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send the stockholder
a written statement containing the information required on the certificates pursuant to Section 5.1. At least annually thereafter, the
Corporation shall provide to its stockholders of record, a written statement confirming the information contained in the informational
statement previously sent pursuant to this Section.
5.3
Lost, Stolen or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued, or that uncertificated
shares be issued, in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a
new certificate or uncertificated shares, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof,
may require the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it
shall require and/or to give the Corporation a bond, in such form, in such sum, and with such surety or sureties as it may direct as
indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.
When a certificate has been lost, apparently destroyed or wrongfully taken, and the holder of record fails to notify the Corporation
within a reasonable time after he has notice of it, and the Corporation registers a transfer of the shares represented by the certificate
before receiving such notification, the holder of record is precluded from making any claim against the Corporation for the transfer
or a new certificate or uncertificated shares.
5.4
Restrictions on Transfer. The Corporation shall have power to enter into and perform any agreement with any number of stockholders
of any one or more classes of stock of the Corporation to restrict the sale, transfer, assignment, pledge, or other disposal of or encumbering
of any of the shares of stock of the Corporation or any right or interest therein, whether voluntarily or by operation of law, or by
gift or otherwise of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited
by the Delaware General Corporation Law. Transfers of record of shares of stock of the Corporation shall be made only upon its books
by the holders thereof, in person or by attorney duly authorized, and, in the case of stock represented by certificate, upon the surrender
of a properly endorsed certificate or certificates for a like number of shares.
5.5
[Reserved.]
5.6
Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by
law.
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ARTICLE
VI
INDEMNIFICATION
6.1
Directors and Executive Officers. The Corporation shall indemnify its directors and executive officers (for the purposes of this
Article, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 1934 Act) to the fullest
extent not prohibited by the Delaware General Corporation Law or any other applicable law; provided, however, that the Corporation may
modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further,
that the Corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part
thereof) initiated by such person unless (a) such indemnification is expressly required to be made by law, (b) the proceeding was authorized
by the Board of Directors of the Corporation, (c) such indemnification is provided by the Corporation, in its sole discretion, pursuant
to the powers vested in the Corporation under the Delaware General Corporation Law or any other applicable law or (d) such indemnification
is required to be made under Section 6.4.
6.2
Other Officers, Employees and Other Agents. The Corporation shall have power to indemnify its other officers, employees and other
agents as set forth in the Delaware General Corporation Law or any other applicable law. The Board of Directors shall have the power
to delegate the determination of whether indemnification shall be given to any such person except such executive officers to officers
or other persons as the Board of Directors shall determine.
6.3
Expenses. The Corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
he is or was a director or executive officer of the Corporation, or is or was serving at the request of the Corporation as a director
or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of
the proceeding, promptly following request therefor, all expenses incurred by any director or executive officer in connection with such
proceeding, provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by a director
or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of
an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 6.5, no advance shall be made
by the Corporation to an executive officer of the Corporation (except by reason of the fact that such executive officer is or was a director
of the Corporation, in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative
or investigative, if a determination is reasonably and promptly made (a) by a majority vote of a quorum consisting of directors who were
not parties to the proceeding, even if not a quorum, or (b) by a committee of such directors designated by a majority of such directors,
even though less than a quorum, or (c) if there are no such directors, or such directors so direct, by independent legal counsel in a
written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly
that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of
the Corporation.
6.4
Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors
and executive officers under this Article VI shall be deemed to be contractual rights and be effective to the same extent and as if provided
for in a contract between the Corporation and the director or executive officer. Any right to indemnification or advances granted by
this Article VI to a director or executive officer shall be enforceable by or on behalf of the person holding such right in any court
of competent jurisdiction if (a) the claim for indemnification or advances is denied, in whole or in part, or (b) no disposition of such
claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part,
shall be entitled to be paid also the expense of prosecuting the claim. In connection with any claim for indemnification, the Corporation
shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible
under the Delaware General Corporation Law or any other applicable law for the Corporation to indemnify the claimant for the amount claimed.
In connection with any claim by an executive officer of the Corporation (except in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such executive officer is or was a director of the Corporation) for advances,
the Corporation shall be entitled to raise as a defense as to any such action clear and convincing evidence that such person acted in
bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation, or with respect
to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither
the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General Corporation Law or any other applicable law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.
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6.5
Non-Exclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other right which
such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, these Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action
in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all
of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the
Delaware General Corporation Law or any other applicable law.
6.6
Survival of Rights. The rights conferred on any person by this Article VI shall continue as to a person who has ceased to be a
director or executive officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
6.7
Insurance. To the fullest extent permitted by the Delaware General Corporation Law, or any other applicable law, the Corporation,
upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant
to this Article VI.
6.8
Amendments. Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights under this
Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any
agent of the Corporation.
6.9
Saving Clause. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify each director and executive officer to the full extent not prohibited by any applicable
portion of this Article that shall not have been invalidated, or by any other applicable law. If this Article VI shall be invalid due
to the application of the indemnification provisions of another jurisdiction, then the Corporation shall indemnify each director and
executive officer to the full extent under applicable law.
6.10
Certain Definitions. For the purposes of this Article VI, the following definitions shall apply:
(a)
The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative.
(b)
The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees,
witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection
with any proceeding.
(c)
The term the “Corporation” shall include, in addition to the resulting Corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had
power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position
under the provisions of this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(d)
References to a “director,” “executive officer,” “officer,” “employee,” or “agent”
of the Corporation shall include, without limitation, situations where such person is serving at the request of the Corporation as, respectively,
a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other
enterprise.
(e)
References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation”
shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services
by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred
to in this Article.
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ARTICLE
VII
NOTICES
7.1 Form
of Notice. Whenever required by law, the Certificate of Incorporation or these Bylaws, notice is to be given to any director or
stockholder, and no provision is made as to how such notice shall be given, such notice may be given in writing, by mail, postage
prepaid, addressed to such director or stockholder at such address as appears on the books and records of the Corporation or its
transfer agent. A notice or other communication may also be delivered by electronic transmission if the electronic transmission
contains or is accompanied by information from which the recipient can determine the date of the transmission. Unless otherwise
agreed between sender and recipient, an electronic transmission is received when it enters an information processing system that the
recipient has designated or uses for the purpose of receiving electronic transmissions or information of the type sent and it is in
a form ordinarily capable of being processed by that system. Except as otherwise provided by these Bylaws or specific statute, any
notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following: (a) if in a
physical form, when it is left at the address of a director or stockholder as it appears upon the records of the Corporation, the
residence or usual place of business of a director or stockholder or the stockholder’s principal place of business; (b) if
mailed by United States mail postage prepaid and correctly addressed to a director or stockholder, upon deposit in the United States
mail; or (c) if oral, when communicated.
7.2
Waiver. Whenever any notice is required to be given to any stockholder or director of the Corporation as required by law, the
Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether
before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a stockholder or director
at a meeting shall constitute a waiver of notice of such meeting, except where such stockholder or director attends for the express purpose
of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
7.3
Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the Corporation or its
transfer agent appointed with respect to the class of stock affected or other agent, specifying the name and address or the names and
addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the
time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.
7.4
Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all recipients of
notice, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be
employed in respect of any other or others.
7.5
Notice to Stockholders Sharing an Address. Except as otherwise prohibited under the Delaware General Corporation Law, any notice
given under the provisions of the Delaware General Corporation Law, the Certificate of Incorporation or these Bylaws, shall be effective
if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom
such notice is given. Such consent shall have been deemed to have been given if such stockholder fails to object in writing to the Corporation
within sixty (60) days of having been given notice by the Corporation of its intention to send the single notice. Any consent shall be
revocable by the stockholder by written notice to the Corporation.
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ARTICLE
VIII
GENERAL
PROVISIONS
8.1
Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory
officer or officers, or other person or persons, to execute on behalf of the Corporation any corporate instrument or document, or to
sign on behalf of the Corporation the corporate name without limitation, or to enter into contracts on behalf of the Corporation, except
where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the Corporation. All checks and
drafts drawn on banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation shall
be signed by such person or persons as the Board of Directors shall authorize so to do. Unless authorized or ratified by the Board of
Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation
by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
8.2
Execution of Other Securities. All bonds, debentures and other corporate securities of the Corporation, other than stock certificates
(covered in Section 5.1 of these Bylaws), may be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President,
or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon
or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief
Financial Officer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual
signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other
corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or
other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such
bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Chief Financial Officer
of the Corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature
of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile
signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other
corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may
be adopted by the Corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have
been used thereon had not ceased to be such officer of the Corporation.
8.3
Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the Corporation
for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person
authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of
Directors, the Chief Executive Officer, the President, the Chief Financial Officer, or any Vice President.
8.4
Dividends. Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board of Directors at any regular or annual meeting. Dividends may be declared and paid in cash, in property,
or in shares of the Corporation, subject to the provisions of the Delaware General Corporation Law and the Certificate of Incorporation.
The Board of Directors may fix in advance a record date for the purpose of determining stockholders entitled to receive payment of any
dividend, such record date to be not more than sixty (60) days prior to the payment date of such dividend, or the Board of Directors
may close the stock transfer books for such purpose for a period of not more than sixty (60) days prior to the payment date of such dividend.
In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring such
dividend shall be the record date.
21
8.5
Reserves. There may be created by resolution of the Board of Directors out of the surplus of the Corporation such reserve or reserves
as the directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair
or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and
the directors may modify or abolish any such reserve in the manner in which it was created. Surplus of the Corporation to the extent
so reserved shall not be available for the payment of dividends or other distributions by the Corporation.
8.6
Books and Records. The Corporation shall keep correct and complete books and records of account and minutes of the proceedings
of its stockholders and Board of Directors, and shall keep at its registered office or principal place of business, or at the office
of its transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and
class of the shares held by each.
8.7
Corporate Seal. The Board of Directors may adopt a corporate seal. The corporate seal shall consist of a die bearing the name
of the Corporation and the inscription, “Corporate Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.
8.8
Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
8.9
Interpretation and Construction. Reference in these Bylaws to any provision of the Delaware General Corporation Law shall be deemed
to include all amendments thereof. Unless the context requires otherwise, the general provisions, rules of construction and definitions
in the Delaware General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the provision,
the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation
and a natural person. All restrictions, limitations, requirements and other provisions of these Bylaws shall be construed, insofar as
possible, as supplemental and additional to all provisions of law applicable to the subject matter thereof and shall be fully complied
with in addition to the said provisions of law unless such compliance shall be illegal. Any article, section, subsection, subdivision,
sentence, clause or phrase of these Bylaws which, upon being construed in the manner provided in this Section 8.9, shall be contrary
to or inconsistent with any applicable provision of law, shall not apply so long as said provisions of law shall remain in effect, but
such result shall not affect the validity or applicability of any other portions of these Bylaws, it being hereby declared that these
Bylaws, and each article, section, subsection, subdivision, sentence, clause, or phrase thereof, would have been adopted irrespective
of the fact that any one or more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal.
8.10
Amendment. The Board of Directors shall have the power to amend, modify or repeal these Bylaws, or adopt any new provision.
***
22
CERTIFICATE
OF ADOPTION OF BYLAWS
OF
TOPPOINT
HOLDINGS INC.
The
undersigned hereby certifies that he is the duly elected, qualified and acting Chief Executive Officer of Toppoint Holdings Inc., a Delaware
corporation (the “Corporation”), and that the foregoing Bylaws were adopted as the Corporation’s bylaws as of
the date hereof by the Corporation’s Board of Directors.
The
undersigned has executed this Certificate as of September 8, 2026.
/s/
Hok C Chan
Hok
C Chan
Chief
Executive Officer
23
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