8-K - WRPT - Equibles

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): October 7, 2025

ULIXE CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	333-252505	85-3978107
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

199 East Pearl Avenue, Suite 103, Post Office Box 4430,

Jackson, Wyoming 83001

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: (307) 316-8780

Warpspeed Taxi Inc.

(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 communication 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: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.03****Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

To the extent required, the information set forth below under Item 8.01 is hereby incorporated by reference into this Item 5.03.

Item 8.01****Other Events.

On August 26, 2025, at a special meeting of shareholders (the “Special Meeting”) of Warpspeed Taxi Inc. (the “Company”), the shareholders of the Company approved a proposal to redomesticate the Company (the “Redomestication”) from a corporation organized under the laws of the State of Wyoming (the “Wyoming Corporation”) to a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) by means of a plan of conversion (the “Plan of Conversion”), and adopted the resolutions of the board of directors of the Company approving the Redomestication, and the change of the Company’s corporate name to Ulixe Corp.

The Redomestication became effective on October 7, 2025 (the “Effective Date”). The Company effected the Redomestication pursuant to the Plan of Conversion by filing (i) a certificate of transfer with the Secretary of State of the State of Wyoming, (ii) certificate of conversion with the Secretary of State of the State of Delaware, and (iii) a certificate of incorporation with the Secretary of State of the State of Delaware (the “Delaware Charter”). The Company also adopted new bylaws (the “Delaware Bylaws”) in connection with the Redomestication.

On the Effective Date, the Company’s domicile changed from the State of Wyoming to the State of Delaware; the internal affairs of the Company ceased to be governed by the laws of the State of Wyoming and instead became governed by the laws of the State of Delaware; and the Company ceased to be governed by the Company’s existing articles of incorporation and bylaws and instead became governed by the Delaware Charter and the Delaware Bylaws. In addition, in connection with the Redomestication, the Company’s corporate name was changed from Warpspeed Taxi Inc. to Ulixe Corp.

Except for the change to its corporate name, the Redomestication did not result in any change in the business, management, properties, obligations, assets, liabilities or net worth (other than as a result of the costs related to the Redomestication). The Redomestication did not adversely affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Redomestication.

On the Effective Date, each outstanding share of common stock, par value $0.0001 per share, of the Wyoming Corporation (the “Wyoming Corporation Common Stock”) automatically converted into one outstanding share of common stock, par value $0.0001 per share, of the Delaware Corporation (the “Delaware Corporation Common Stock”). The Delaware Corporation Common Stock continues to be traded on the OTCID. Shareholders are not required to exchange their existing stock certificates for new stock certificates.

By virtue of the Redomestication, certain rights of the Company’s stockholders were changed as set forth in the Plan of Conversion, Delaware Charter and Delaware Bylaws. Copies of the Plan of Conversion, the Delaware Charter and the Delaware Bylaws are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01****Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br><br>No.	Description
2.1	Plan of Conversion
3.1	Certificate of Incorporation of Ulixe Corp.
3.2	Bylaws of Ulixe Corp.
104	Cover Page Interactive Data File, formatted in inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ULIXE CORP.
Date:	October 14, 2025	By:	/s/ Vito Di Somma
		Name:	Vito Di Somma
		Title:	President

Plan of Conversion

PLAN OF CONVERSION

WARPSPEED TAXI INC. a Wyoming corporation

ULIXE CORP.

a Delaware corporation

This Plan of Conversion, dated as of August 29, 2025 (including all of the Exhibits attached hereto, this “Plan”), has been adopted by the Board of Directors of WarpSpeed Taxi Inc., a Wyoming corporation, in order to set forth the terms, conditions and procedures governing the conversion of WarpSpeed Taxi Inc. from a Wyoming corporation to a Delaware corporation pursuant to Section 17-16-1720 of the Wyoming Business Corporation Act (“WBCA”), and Section 265 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”).

RECITALS

WHEREAS, WarpSpeed Taxi Inc. is a corporation duly organized and existing under the laws of the State of Wyoming (the “Converting **** Entity”);

WHEREAS, the Board of Directors of the Converting Entity has determined that it is advisable and in the best interests of the Converting Entity and its shareholders for the Converting Entity to convert from a Wyoming corporation to a Delaware corporation pursuant to Section 17-16-1720 of the WBCA and Section 265 of the DGCL;

WHEREAS, the form, terms and provisions of this Plan have been authorized, approved and adopted by the Board of Directors of the Converting Entity; and

WHEREAS, the Board of Directors of the Converting Entity has recommended that the shareholders of the Converting Entity approve this Plan, and have submitted this Plan to the shareholders of the Converting Entity for approval, each in accordance with Section 17-16-1720(g) of the WBCA.

NOW, THEREFORE, the Converting Entity hereby sets forth this Plan as follows:

PLAN OF CONVERSION

1.Conversion.

(a)At the Effective Time (as defined below), and in accordance with the applicable provisions of Section 17-16-1720 of the WBCA and Section 265 of the DGCL, the Converting Entity shall be converted from a Wyoming corporation to a Delaware corporation (the “Conversion”) and the Converting Entity, as converted to a Delaware corporation (the “Converted **** Entity”), shall thereafter be subject to all of the provisions of the DGCL, except that notwithstanding Section 106 of the DGCL, the existence of the Converted Entity shall be deemed to have commenced on the date the Converting Entity commenced its existence in the State of Wyoming.

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

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

(d)At the Effective Time, the name of the Converted Entity shall be “Ulixe **** Corp.”

2.Filings. Unless otherwise terminated and abandoned in accordance with Section 8(b) of this Plan, as promptly as practicable following the approval of this Plan by the shareholders of the Converting Entity, the Converting Entity shall cause the Conversion to become effective by:

(a)signing and filing (or causing the signing and filing of) an Application for Certificate of Transfer pursuant to the applicable provisions of Section 17-16-1720 of the WBCA, in the form of EXHIBIT A hereto (the “Certificate **** of **** Transfer”), with the Wyoming Secretary of State;

(b) executing and filing (or causing the execution and filing of) a Certificate of Conversion pursuant to Sections 103 and 265 of the DGCL, in the form of EXHIBIT B hereto (the “Certificate **** of **** Conversion”), with the Secretary of State of the State of Delaware; and

(c)executing and filing (or causing the execution and filing of) a Certificate of Incorporation of the Converted Entity, in the form of EXHIBIT C hereto (the “Certificate **** of **** Incorporation”), with the Secretary of State of the State of Delaware.

3.Effective Time. The Conversion shall become effective upon the last to occur of the effectiveness of the filing of the Certificate of Transfer, the Certificate of Conversion and the Certificate of Incorporation (the time of effectiveness of the Conversion, the “Effective **** Time”).

4.Effect of Conversion.

(a)Effect on Common Stock. At the Effective Time, by virtue of the Conversion and without any further action on the part of the Converting Entity or its shareholders, each share of common stock, $0.0001 par value per share, of the Converting Entity (“Converting **** Entity **** Common **** Stock”) that is issued and outstanding immediately prior to the Effective Time shall convert into one validly issued, fully paid and nonassessable share of common stock, $0.0001 par value per share, of the Converted Entity (“Converted **** Entity **** Common **** Stock”).

(b)Effect on Stock Certificates. All of the outstanding certificates representing shares of Converting Entity Common Stock immediately prior to the Effective Time shall be deemed for all purposes to continue to evidence ownership of and to represent the same number of shares of Converted Entity Common Stock.

(c)Effect on Directors and Officers. At the Effective Time, by virtue of the Conversion and without any further action on the part of the Converting Entity or its shareholders, the directors and officers of the Converting Entity shall be and constitute all of the directors and officers, respectively, of the Converted Entity.

5.Tax Reporting. The Conversion is intended to be a “reorganization” for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and this Plan of Conversion is hereby adopted as a “plan of reorganization” for purposes of Section 368(a)(1)(F) of the Code.

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

8.Delaware Governing Documents. At the Effective Time, (a) the certificate of incorporation of the Converted Entity shall be the Certificate of Incorporation and (b) the bylaws of the Converted Entity shall be the Bylaws of Ulixe Corp., in the form of EXHIBIT D hereto.

9.Miscellaneous.

(a)Copy of Plan of Conversion. Following the Conversion, a copy of this Plan will be kept on file, and any shareholder of the Converted Entity (or former shareholder of the Converting Entity) may request a copy of this Plan at no charge at any time.

(b)Termination. At any time prior to the Effective Time, this Plan may be terminated and the transactions contemplated hereby may be abandoned by action of the Board of Directors of the Converting Entity if, in the opinion of the Board of Directors of the Converting Entity, such action would be in the best interests of the Converting Entity and its shareholders. In the event of termination of this Plan, this Plan shall become void and of no further force or effect.

(c)Third Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person other than as expressly provided herein. For the avoidance of doubt, following the Conversion the Converted Entity will hold all of the rights and obligations of the Converting Entity under this Plan.

(d)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.

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IN WITNESS WHEREOF, the undersigned has executed this Plan as of the date first written above. WARPSPEED TAXI INC., a Wyoming corporation

By:	/s/ Vito Di Somma
Name:	Vito Di Somma
Title:	President

EXHIBIT A

Certificate of Transfer

EXHIBIT B

Certificate of Conversion

EXHIBIT C

Certificate of Incorporation

EXHIBIT D

Bylaws of Ulixe Corp. Certificate of Incorporation of Ulixe Corp.

CERTIFICATE OF INCORPORATION

ULIXE CORP.

October 7, 2025

FIRST: The name of the corporation (hereinafter the “Corporation”) is: Ulixe Corp.

SECOND: The address of the registered office and registered agent in this state is c/o 2140 S. Dupont Hwy., Camden, DE 19934. The registered agent in charge thereof is Paracorp Incorporated.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the corporation laws of the State of Delaware, now or hereafter in effect, or implied by the reasonable construction of the said laws.

FOURTH:

**Section 4.1.**Authorized Capital Stock. The total number of shares of all classes of stock which the Corporation shall have authority to issue is SIX HUNDRED MILLION (600,000,000) shares, consisting of FIVE HUNDRED MILLION (500,000,000) shares of Common Stock, $0.0001 par value per share (hereinafter, the “Common Stock”) and ONE HUNDRED MILLION (100,000,000) shares of Preferred Stock, $0.0001 par value per share (hereinafter, the “Preferred Stock”).

Section 4.2. Preferred Stock. Preferred Stock may be issued from time to time for such consideration as determined by the Board of Directors and in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purposes of voting by classes unless expressly provided. All shares of any one series of the Preferred Stock shall be alike in every particular event except that there may be different dates from which dividends thereon, if any, shall be cumulative, if made cumulative. The powers, preferences and relative, participating, optional and other rights of each series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, if any, of such series, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and

expressed in such resolutions, all to the full extent now or hereafter permitted by the Delaware General Corporation Law (the “DGCL”). Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that the voting powers of such series of Preferred Stock include (i) the right to vote more or less than one (1) vote per share on any or all matters voted upon by the stockholders and (ii) the right to vote, as a series by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, upon such matters and under such conditions, as the Board of Directors may determine, including without limitation, the right, voting as a series by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one (1) or more directors of this Corporation or a majority of the members of the Board of Directors, under such circumstances as the Board may determine. Further, without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank, equally or be junior to the Preferred Stock of any other series to the extent permitted by law. Except as otherwise provided in this Certificate of Incorporation, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the designation or issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of this Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation; provided, however, that the Board of Directors may provide in such resolution or resolutions adopted with respect to any series of Preferred Stock that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other shares of Preferred Stock.

Section 4.3. Common Stock. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein. Except as otherwise provided by law or this Certificate of Incorporation, the holders of Common Stock shall have full voting rights and powers to vote on all matters submitted to stockholders of the Corporation for vote, consent or approval, and each holder of Common Stock shall be entitled to one (1) vote for each share of Common Stock held of record by such holder.

Except as specifically otherwise provided herein, all shares of Common Stock shall be identical and shall entitle the holders thereof to the same rights and privileges. The Corporation shall not subdivide or combine any shares of Common Stock, or pay any dividend or retire any share or make any other distribution on any share of Common Stock, or accord any other payment, benefit or preference to any share of Common Stock, except by extending such subdivision, combination, distribution, payment, benefit or preference equally to all shares of Common Stock. The holders of Common Stock shall be entitled to dividends out of funds legally available therefor, when and if declared by the Board of Directors in respect of Common Stock, and, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, to share ratably in the assets of the Corporation available for distribution to the holders of Common Stock.

Section 4.4. Provisions of Common Application.

A.Registration and Transfer. The Corporation will keep at its principal office or at the office of its legal counsel a register for the registration of the Common Stock. Upon the surrender of any certificate representing the Common Stock at such place, the

Corporation will, at the request of the record holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of Common Stock represented by the surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares of Common Stock as is requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate. The issuance of new certificates will be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance, unless such issuance is made in connection with a transfer of Common Stock, in which case the transferring holder will pay all taxes arising from such transfer.

B.Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Common Stock, and in the case of any such loss, theft or destruction upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation will (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of Common Stock represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

C.Notices. Except as otherwise expressly provided, all notices referred to herein will be in writing and will be deemed properly delivered if either personally delivered or sent by overnight courier or mailed certified or registered mail, return receipt requested, postage prepaid, to the recipient: (a) in the case of any stockholder, at such holder’s address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder); and (b) in the case of the Corporation, at its principal office. Any such notice shall be effective: (i) if delivered personally or by telecopier, when received; (ii) if sent by overnight courier, when receipted for; and (iii) if mailed, three (3) days after being mailed as described above.

D.Equitable Adjustments. Notwithstanding anything contained herein, all references herein to per share amounts, including numbers of shares and prices per share of a certain class or series of stock, whether in a dollar ($) amount or otherwise, shall be subject to proportionate adjustment in the case of stock splits, stock dividends, combinations, recapitalizations, reorganizations, reclassifications and the like affecting such class or series of stock.

E.The relative powers, preferences and rights of each series of Preferred Stock in relation to the powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in paragraph (D) of this Article FOURTH and, subject to the provisions of this Certificate of Incorporation, shares of any series of Preferred Stock may be issued from time to time as the Board of Directors shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

F.Shares of the Common Stock may be issued from time to time as the Board of Directors shall determine and, on such terms, and for such consideration as shall be fixed by the Board of Directors.

G.No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series.

H.California General Corporation Law. To the extent that Sections 503 or 506 of the California General Corporation Law apply to the Corporation, the holders of shares of Preferred Stock expressly waive their rights, if any, as described in Sections 503 and 506 of the California General Corporation Law as they might apply to the Corporation. Notwithstanding the foregoing, the Corporation does not make any admission or concede in any way that such sections of the California General Corporations Law currently or in the future may apply to the Corporation.

FIFTH: The Corporation is to have perpetual existence.

SIXTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

Section 6.1. Election of directors need not be by ballot unless the bylaws of the Corporation so provide.

Section 6.2. The Board of Directors shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the bylaws of the Corporation as provided in the bylaws of the Corporation.

Section 6.3. The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interests, or for any other reason.

Section 6.4. In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate of Incorporation, and

to any bylaws from time to time made by the stockholders; provided, however, that no bylaw so made shall invalidate any prior act of the directors which would have been valid if such bylaw had not been made.

SEVENTH:

Section 7.1. To the fullest extent permitted by the DGCL, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision shall not eliminate or limit the liability of (a) a director or officer for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (b) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) a director under Section 174 of the DGCL, (d) a director or officer for any transaction from which the director or officer derived an improper personal benefit or (e) an officer in any action by or in the right of the Corporation. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. This Section 7.1 shall not eliminate or limit the liability of a director or officer for any act or omission occurring prior to the date that it becomes effective. No amendment to, modification of or repeal of this Section 7.1 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 acts or omissions of such director or officer occurring prior to such amendment, modification or repeal.

Section 7.2. The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.

EIGHT: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be

binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

NINTH:

Section 9.1. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a 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 against the Corporation, its directors, officers or employees arising pursuant to any provision of the GCL or this Certificate of Incorporation or the Bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, (a) any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction, and (b) any action or claim arising under the Exchange Act or Securities Act of 1933, as amended.

Section 9.2. If any action the subject matter of which is within the scope of Section 9.1 is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 9.1 immediately above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Section 9.3. The Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law, as permitted under Section 203(b)(1) of the DGCL.

Section 9.4. If any provision or provisions of this Article NINTH shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article NINTH (including, without limitation, each `portion of any sentence of this Article NINTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article NINTH.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Incorporation to be duly executed on behalf of the Corporation by an authorized officer as of the date first set forth above.

By:	/s/ Vito Di Somma
Name:	Vito Di Somma
Title:	President

[Signature Page to Certificate of Incorporation]

Bylaws of Ulixe Corp. BYLAWS OF

ULIXE ONE CORP.

ARTICLE I

OFFICES AND RECORDS

Section 1.1. REGISTERED AGENT AND OFFICE. The registered agent of the Corporation (the “Corporation”) shall be as set forth in the Corporation's articles of incorporation, as amended or restated (the “Articles of Incorporation”). The board of directors of the Corporation (the “Board of Directors”) may at any time change the Corporation's registered agent or office by making the appropriate filing with the Wyoming Secretary of State (the “SOS”) as provided by the Wyoming Business Corporations Act (the “BCA”).

Section 1.2. PRINCIPAL OFFICE. The principal office of the Corporation shall be at such place in or outside the State of Wyoming as shall be fixed from time to time by the Board of Directors.

Section 1.3. OTHER OFFICES. The Corporation may also have other offices, in or outside the State of Wyoming, as the Board of Directors may designate, as the business of the Corporation may require, or as may be desirable.

Section 1.4. BOOKS AND RECORDS. Any records maintained by the Corporation in the regular course of its business, including its share ledger, books of account, and minute books, may be maintained on any information storage device or method that can be converted into clearly legible paper form within a reasonable time. The Corporation shall convert any records so kept on the written request of any person entitled to inspect such records pursuant to applicable law.

ARTICLE II

SHAREHOLDERS

Section 2.1. MEETING PLACE. Meetings of the shareholders of the Corporation shall be held at the principal office of the Corporation or at any other place, in or outside the State of Wyoming, as shall be fixed by the Board of Directors and designated in the notice of the meeting or executed waiver of notice. The Board of Directors may determine, in its discretion, that any meeting of the shareholders may be held solely by means of remote communication in accordance with Section 2.2 of these Bylaws, without designating a place for a physical assembly of shareholders.

Section 2.2. REMOTE COMMUNICATION. The Board of Directors may authorize shareholders to participate in the meeting by means of remote communication, subject to any guidelines and procedures adopted by the Board of Directors. For any meeting in which shareholders participate by means of remote communication, the Corporation shall implement reasonable measures to:

(a) verify that each person participating by remote communication is a shareholder; and

(b) provide each shareholder participating by remote communication a reasonable opportunity to participate in the meeting and vote on matters submitted to the shareholders, including an opportunity to communicate, and read or hear the proceedings of the meeting in a substantially concurrent manner.

Section 2.3. ANNUAL MEETING. An annual meeting of the shareholders, for the purpose of electing directors and transacting any other business as may be brought before the meeting, shall be held on the date and time fixed by the Board of Directors and designated in the notice of the meeting. Failure to hold the annual meeting of shareholders at the designated time shall not affect the validity of any action taken by the Corporation.

Section 2.4. SPECIAL MEETINGS. Special meetings of the shareholders may be called by:

(a) the President;

(b) the Board of Directors; or

(c) the written demand of the holders of at least 10% of all the votes entitled to be cast on any issue proposed for consideration at the proposed meeting. If not otherwise fixed under Section 2.5 of these Bylaws or by court order, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

Only business within the purpose or purposes described in the meeting notice may be conducted at a special meeting of the shareholders.

Section 2.5. RECORD DATE FOR SHAREHOLDERS' MEETINGS. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the record date shall be:

(a) the date specified by the Board of Directors in the notice of the meeting;

(b) the close of business on the day before the notice of the meeting is delivered to shareholders, if no date is specified in the notice; or

(c) the date set by the law applying to the type of action to be taken for which a record date must be set, if no notice of meeting is delivered to shareholders.

A record date fixed under this Section may not be more than seventy (70) days before the meeting. A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date that is more than one hundred and twenty (120) days after the date fixed for the original meeting.

Section 2.6. NOTICE OF SHAREHOLDERS' MEETING. Written notice of any annual or special meeting of shareholders shall be given to any shareholder entitled to notice not less than ten (10) days nor more than sixty (60) days before the date of the meeting. In addition to any other information required by the BCA, such notice shall state:

(a) the time and date of the meeting;

(b) the place of the meeting, if any;

(c) the means of remote communication authorized by the Board of Directors, if any, by which shareholders may be considered present and may vote at the meeting;

(d) if not made available at the Corporation's principal office, the place where the shareholders' list for meeting prepared under Section 2.8 of these Bylaws is available for inspection by shareholders; and

(e) the purpose or purposes for which the meeting is called if (i) the meeting is a special meeting or (ii) notice of the meeting's purpose is required by the BCA.

The Corporation, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, shall deliver a notice to each shareholder entitled to notice: (x) in writing personally, by mail, or by private carrier to the shareholder's mailing address as it appears in the Corporation's current record of shareholders; and/or (y) by electronic transmission to the shareholder's email address as it appears in the Corporation's current record of shareholders or other electronic means, unless the shareholder has notified the Corporation of the shareholder's objection to receiving notice electronically.

Any person entitled to notice of a shareholders' meeting may, before or after the time of the meeting, sign a written waiver of notice. The participation or attendance at a shareholders' meeting of a person entitled to notice also constitutes waiver of notice, except when the person attends for the specific purpose of objecting on the ground that the meeting is not lawfully called or convened.

Section 2.7. SHAREHOLDERS' LIST FOR MEETING. After fixing a record date for a shareholders' meeting, the officer or agent having charge of the share transfer records for shares of the Corporation shall prepare an alphabetical list of all shareholders entitled to notice of a meeting of shareholders, arranged by voting group and by class and series of shares, showing the address of and the number of shares held by each shareholder. Beginning two (2) business days after notice of the meeting is given and continuing through the meeting, the list shall be available for inspection by any shareholder during regular corporate hours at the principal place of business of the Corporation or at a place identified in the notice of the meeting in the city where the meeting will be held. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the entire meeting or any adjournment.

If any shareholders are participating in the meeting by means of remote communication: (a) the list shall be open to examination by the shareholders for the duration of the meeting on a reasonably accessible electronic network; and (b) the information required to access the list shall be provided to shareholders with the notice of the meeting.

Section 2.8. QUORUM OF SHAREHOLDERS. A quorum shall be present for action on any matter by a voting group at a meeting of shareholders if a majority of the votes entitled to be cast by the voting group are present at the meeting in person or by proxy.

Once a share is represented at a meeting for any purpose, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment unless a new record date is or must be set for the adjourned meeting.

The holders of a majority of the voting shares represented in person or by proxy at a meeting, even if not comprising a quorum, may adjourn the meeting from time to time.

Section 2.9 CONDUCT OF MEETINGS. The Board of Directors may adopt by resolution rules and regulations for the conduct of meetings of the shareholders, as it deems appropriate. At every meeting of the shareholders, the President, or in that person's absence or inability to act, a director or officer designated by the Board of Directors, shall serve as the presiding officer of the meeting. The Secretary or, in that person's absence or inability to act, the person whom the presiding officer of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof.

The presiding officer shall determine the order of business and, in the absence of a rule adopted by the Board of Directors, shall establish rules for the conduct of the meeting. The presiding officer shall announce the close of the polls for each matter voted upon at the meeting, after which no

ballots, proxies, votes, changes, or revocations will be accepted. Polls for all matters before the meeting will be deemed to be closed upon final adjournment of the meeting.

Section 2.10. VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as otherwise provided herein and to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series.

Unless a greater affirmative number is required by the Articles of Incorporation, these Bylaws, or the BCA, if a quorum of a voting group exists, action other than the election of directors is approved by a voting group if the votes cast in favor of the action exceed the votes cast against the action.

Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Shareholders may not cumulate their votes in any election of directors of the Corporation.

Section 2.11. VOTING BY PROXY. A shareholder may vote either in person or by proxy executed in writing by the shareholder or the shareholder's attorney-in-fact. An appointment form sufficient to appoint a proxy includes any transmission that creates a record capable of authentication, including but not limited to an electronic transmission, providing a written statement for the appointment of the proxy, from which it can be determined that the shareholder transmitted or authorized the transmission for the appointment. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized by the Corporation to tabulate votes before the proxy exercises the proxy's authority under the appointment.

Section 2.12. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting if a consent or consents describing the action taken are signed by all shareholders entitled to vote on the action.

For the purpose of determining shareholders entitled to take action by written consent without a meeting, the record date shall be the date the first shareholder signs the consent, unless the record date is otherwise fixed by the board of directors or by a court for a court-ordered meeting.

No consent shall be effective unless, within sixty (60) days after the date appearing on the consent, the Corporation receives unrevoked consents sufficient to take the action. All consents must bear the date of signature and be delivered to the Corporation for inclusion with the minutes of meetings or filing with the records of the Corporation.

A shareholder's consent to action taken without meeting may be in electronic form and delivered by electronic means, and such a consent is deemed to be a written consent for the purposes of these Bylaws and the BCA.

The Corporation shall give written notice of any proposed or other action approved by consent to any shareholders as required by the BCA.

ARTICLE III

DIRECTORS

Section 3.1. BOARD OF DIRECTORS. All corporate power shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, except otherwise provided in the Articles of Incorporation.

Directors need not be residents of the State of Wyoming or shareholders of the Corporation.

Section 3.2. NUMBER OF DIRECTORS. The number of directors shall be one (1), provided that the number may be increased or decreased from time to time by the Board of Directors. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

Section 3.3. TERM OF OFFICE. At the first annual meeting of shareholders and at each annual meeting thereafter, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting, the director's successor has been elected or qualified, or the director's earlier death, resignation, disqualification, or removal. Despite the expiration of a director's term, the director shall continue to serve until the director's successor is elected and qualified.

Section 3.4. REMOVAL. Any or all of the directors may be removed at any time, with or without cause by the shareholders as provided by this section. A director may not be removed at a meeting of shareholders unless the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the director.

The entire Board of Directors may be removed by the affirmative vote of a majority of the votes entitled to be cast at any election of directors.

A director may be removed only if the number of votes cast for removal exceed the number of votes cast against removal.

Section 3.5. RESIGNATION. A director may resign at any time by giving notice in writing to the Board of Directors, its chair, or the Secretary of the Corporation. A resignation is effective when the notice is given unless the notice states a later effective date or makes resignation effective on the occurrence of an event. The pending vacancy may be filled before the effective date in accordance with Section 3.6 of these Bylaws, but the successor shall not take office until the effective time.

Section 3.6. VACANCIES. Vacancies and newly created directorships, whether resulting from an increase in the size of the Board of Directors or due to the death, resignation, disqualification, or removal of a director or otherwise, may be filled by:

(a) the shareholders;

(b) the Board of Directors; or

A vacancy that will occur at a specific later date or subsequent event may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs. The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.

Section 3.7. MEETINGS OF DIRECTORS. A regular meeting of the Board of Directors shall be held without other notice immediately after and at the place of the annual meeting of shareholders. Other regular meetings of the Board of Directors may be held at such times as the Board of Directors may fix by resolution.

Special meetings of the Board of Directors may be called by (a) the President, (b) the Chair of the Board, (c) the Secretary, (d) by any two directors, or (e) by one director in the event that there is only one director.

A regular or special meeting of the Board of Directors may be held in or out of the state of Wyoming or by means of remote communication without designating a place.

Section 3.8. MEETINGS OF DIRECTORS BY REMOTE COMMUNICATION. Directors may participate in or conduct a meeting of the Board of Directors through the use of any means of communication by which all directors participating in the meeting can simultaneously hear each other during the meeting. A director participating by remote communication shall be considered present in person at the meeting.

Section 3.9. NOTICE OF DIRECTORS' MEETINGS. Meetings of the Board of Directors may be held without notice of the date, time, place (if any), or purpose of the meeting.

All special meetings of the Board of Directors shall be held upon not less than two (2) days' written notice stating:

(a) the time and date of the meeting;

(b) the place of the meeting, if any; and

Notice to each director shall be given (x) in writing personally, by mail, or by private carrier; and/or (y) by electronic transmission.

A director may waive any required notice of a meeting, before or after the time of the meeting, by a written waiver, signed by the director and filed with the minutes of the meeting or the corporate records. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting, except where the director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

Section 3.10. QUORUM AND ACTION BY DIRECTORS. A majority of the number of directors as fixed in these Bylaws shall constitute a quorum for the transaction of business. The directors at a meeting for which a quorum is not present may adjourn the meeting until a time and place as may be determined by a vote of the directors present at that meeting.

The affirmative vote of a majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board of Directors, unless the vote of a greater number is required by the Articles of Incorporation or these Bylaws.

Section 3.11. COMPENSATION. Directors shall not receive any stated salary for their services, but the Board of Directors may provide, by resolution, a fixed sum and expenses of attendance, if any, for attendance at any meeting of the Board of Directors or a committee thereof. A director shall not be precluded from serving the Corporation in any other capacity and receiving compensation for services in that capacity.

Section 3.12. ACTION BY DIRECTORS WITHOUT MEETING. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee sign a consent, before or after the action is taken, describing the action and deliver it to the Corporation. A director's consent to action taken without a meeting or revocation thereof may be in electronic form and delivered by electronic means.

Section 3.13. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the directors, may establish one or more committees, each consisting of one or more directors, to serve at the pleasure of the Board of Directors, and to exercise the authority of the Board of Directors to the extent provided in the resolution establishing the committee and permitted by the BCA.

A committee of the Board of Directors shall not have the authority to:

(a) authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the Board of Directors;

(b) approve or propose to shareholders an action for which the BCA requires shareholder approval;

(d) amend the Articles of Incorporation if the amendment could be adopted by the Board of Directors without shareholder approval;

(e) adopt, amend, or repeal these Bylaws; or

(f) approve a plan of merger not requiring shareholder approval.

The designation of a committee of the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

ARTICLE IV

OFFICERS

Section 4.1. POSITIONS AND ELECTION. The officers of the Corporation shall be elected by the Board of Directors and shall be a President and a Secretary and any other officers, including assistant officers and agents, as may be deemed necessary by resolution of the Board of Directors. The Board of Directors may authorize an officer to appoint one or more officers or assistant officers. Any two or more offices may be held by the same person. Each officer shall serve until a successor is elected and qualified or until the earlier death, resignation, disqualification, or removal of that officer. Vacancies or new offices shall be filled at the next regular or special meeting of the Board of Directors. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.2. REMOVAL AND RESIGNATION. Any officer may be removed with or without cause by the affirmative vote of the majority of the Board of Directors. Removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Any officer may resign at any time by giving written notice to the Corporation. Resignation is effective when the notice is delivered unless the notice provides a later effective date. Any vacancies may be filled in accordance with Section 4.1 of these Bylaws.

Section 4.3. POWERS AND DUTIES OF OFFICERS. The powers and duties of the officers of the Corporation shall be as provided from time to time by resolution of the Board of Directors or by direction of an officer authorized by the Board of Directors to prescribe the duties of other officers. In the absence of such resolution, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by like officers of corporations similar in organization and business purposes to the Corporation, subject to the control of the Board of Directors. The President shall be the chief executive officer of the Corporation, and subject to the direction of the Board of Directors, shall have active, general supervision and executive management over the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors, shall see that all orders and resolutions of the Board of Directors are carried out, and shall perform all other duties as the Board of Directors shall assign.

ARTICLE V

SHARE CERTIFICATES AND TRANSFER

Section 5.1. CERTIFICATES REPRESENTING SHARES. Shares represented by certificates shall, at a minimum, state upon the face thereof:

(a) the name of the Corporation and that it is organized under the laws of Wyoming;

(b) the name of the person to whom issued;

(d) the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations of each series (and the authority of the Board of Directors to determine variations for future series). Alternatively, the certificate may state that the Corporation will furnish a full statement of the required information to any shareholder on request and without charge; and

(e) conspicuous statement setting forth restrictions on the transfer of the shares, if any.

No share shall be issued until the consideration therefor, fixed as provided by law, has been fully paid. The Board of Directors may authorize the issuance of some or all of the shares of any or all classes or series without certificates. The Corporation shall, within a reasonable time after the issuance or transfer of uncertificated shares, send to the registered owner of the shares a written notice containing the information required to be set forth or stated on certificates under the BCA. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

Section 5.2. TRANSFERS OF SHARES. Shares of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of shares of the Corporation shall be made on the books of the Corporation only by the holder of record thereof, by such person's attorney lawfully constituted in writing, and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of shares shall be valid as against the Corporation for any purpose until it shall have been entered in the share records of the Corporation by an entry showing from and to whom transferred.

Section 5.3. REGISTERED SHAREHOLDERS. The Corporation may treat the holder of record of any shares issued by the Corporation as the holder in fact thereof, for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive right with respect to those shares, entering into agreements with respect to those shares in accordance with the laws of Wyoming, or giving proxies with respect to those shares.

Neither the Corporation nor any of its officers, directors, employees, or agents shall be liable for regarding that person as the owner of those shares at that time for those purposes, regardless of whether that person possesses a certificate for those shares and 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 notice thereof, except as otherwise provided by law.

Section 5.4. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may issue a new certificate for its shares in place of any certificate theretofore issued and alleged by its owner of record or such owner's authorized representative to have been lost, stolen, or destroyed if the Corporation, transfer agent, or registrar is not on notice that such certificate has been acquired by a bona fide purchaser. A replacement certificate may be issued upon such owner's or representative's compliance if the owner or the owner's representative:

(a) files with the Secretary of the Corporation and the transfer agent or the registrar, if any, a request for the issuance of a new certificate, together with an affidavit in form satisfactory to the Secretary and transfer agent or registrar, if any, setting forth the time, place, and circumstances of the loss;

(b) files with the Secretary and the transfer agent or the registrar, if any, a bond with good and sufficient security acceptable to the Secretary and the transfer agent or the registrar, if any, conditioned to indemnify and save harmless the Corporation and the transfer agent or the registrar, if any, from any and all damage, liability, and expense of every nature whatsoever resulting from the Corporation, the transfer agent, or the registrar issuing a new certificate in place of the one alleged to have been lost, stolen, or destroyed; and

(c) complies with such other reasonable requirements as the Chair of the Board of Directors, the President, the Secretary, or the Board of Directors and the transfer agent or the registrar, if any, shall deem appropriate under the circumstances.

A new certificate may be issued in lieu of any certificate previously issued that has become defaced or mutilated upon surrender for cancellation of a part of the old certificate sufficient, in the opinion of the Secretary and the transfer agent or the registrar, if any, to identify the owner of the defaced or mutilated certificate, the number of shares represented thereby, and the number of the certificate and its authenticity and to protect the Corporation and the transfer agent or the registrar against loss or liability. When sufficient identification for such defaced or mutilated certificate is lacking, a new certificate may be issued upon compliance with all of the conditions set forth in this Section in connection with the replacement of lost, stolen, or destroyed certificates.

ARTICLE VI

DISTRIBUTIONS

Section 6.1. DECLARATION. The Board of Directors may authorize, and the Corporation may make, distributions to its shareholders in cash, property (other than shares of the Corporation), or a dividend of shares of the Corporation to the extent permitted by the Articles of Incorporation and the BCA.

Section 6.2. RECORD DATE FOR DISTRIBUTIONS AND SHARE DIVIDENDS. For the purpose of determining shareholders entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the Board of Directors of the Corporation may, at the time of declaring the distribution or share dividend, set a date no more than sixty (60) days prior to the date of the distribution or share dividend. If no record date is fixed for the determination of shareholders entitled to receive a distribution (other than a distribution involving a purchase, redemption, or other reacquisition by the Corporation of any of its own shares) or a share dividend, the date of the resolution of the Board of Directors authorizing the distribution or share dividend shall be the record date for the determination of shareholders.

ARTICLE VII

MISCELLANEOUS

Section 7.1. CHECKS, DRAFTS, ETC. All checks, drafts, or other instruments for payment of money or notes of the Corporation shall be signed by an officer or officers or any other person or persons as shall be determined from time to time by resolution of the Board of Directors.

Section 7.2. FISCAL YEAR. The fiscal year of the Corporation shall be as determined by the Board of Directors.

Section 7.3. CONFLICT WITH APPLICABLE LAW OR ARTICLES OF INCORPORATION. These Bylaws are adopted subject to any applicable law and the Articles of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation.

Section 7.4. INVALID PROVISIONS. If any one or more of the provisions of these Bylaws, or the applicability of any provision to a specific situation, shall be held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any provision shall not be affected thereby. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to be valid. The remainder of these Bylaws will remain in effect.

ARTICLE VIII

AMENDMENT OF BYLAWS

Section 8.1. SHAREHOLDERS OR BOARD OF DIRECTORS. Except as otherwise provided by law or the Articles of Incorporation, these Bylaws may be altered, amended, or repealed, or new bylaws adopted, by the affirmative vote of the shareholders or of a majority of the Board of Directors.