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): February 2, 2016
MOBETIZE CORP.
(Exact name of registrant as specified in its charter)
Nevada
333-181747
99-0373704
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
8105 Birch Bay Square Street, Suite 205 Blaine, Washington 98230
(Address of principal executive offices) (Zip code)
Registrants telephone number, including area code: (206) 347-4515
n/a
(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))
ITEM 3.02
UNREGISTERED SALES OF EQUITY SECURITIES.
_____________________________________________________________________________________
On February 4, 2016, Mobetize Corp., (the Company), and Ajay Hans (Hans) entered into a Share
Exchange Agreement (the Agreement) pursuant to which Hans is to exchange four million five hundred
and sixty five thousand (4,565,000) shares of the Companys Common Stock, par value $0.001, for four
million five hundred and sixty five thousand (4,565,000) shares of the Companys Series A Preferred
Stock, par value $0.001 per share (the Series A Preferred Stock) in accordance with Section 3(a)(9) of
the Securities Act of 1933, as amended (the Securities Act), the (i) Company is the same issuer of the
Common Stock and the Series A Preferred Stock, (ii) no additional consideration was given to Hans for
the exchange, (iii) Hans is an existing security holder of the Company and (iv) the Company will not pay
any commission or remuneration for the exchange.
As a result of the Agreement, the number of outstanding shares of the Company's Common Stock will
decrease from 33,261,154 to 28,696,154 and the number of shares of the Company's Series A Preferred
Stock will increase to 4,565,000. Hans currently owns 100% of the outstanding Series A Preferred Stock
and serves as Chief Executive Officer and as a member of the Companys Board of Directors (the
Board).
ITEM 5.01
CHANGE OF CONTROL
_____________________________________________________________________________________
On February 4, 2016, Hans agreed to exchange 4,565,000 shares of the Companys Common Stock for
4,565,000 shares of the Companys Series A Preferred Stock in accordance with Section 3(a)(9) of the
Securities Act pursuant to the terms of the Agreement. Holders of Series A Preferred Stock are entitled to
vote with holders of the Common Stock on any matter brought before the Companys shareholders. Each
share of Series A Preferred Stock votes as ten (10) shares of Common Stock. Hans will therefore be
entitled to 45,650,000 votes in respect to his holding of Series A Preferred Stock, and 4,081,481 votes in
respect to his control of Alligato, Inc., for a aggregate of 49,731,481votes or 66.89% of the total votes on
any matter that is brought before the Companys shareholders. Hans acquisition of Series A Preferred
Stock constitutes a change in control of the registrant from the prior control of Stephen Fowler and related
entities, which individual previously served as an officer and director of the Company.
_____________________________________________________________________________________
2
______________________________________________________________________________
ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFI CERS
(b)
On February 4, 2016, the Companys Board accepted the resignation of Stephen Fowler as its
Chief Financial Officer and as a Director of the Company.
(c)
On February 4, 2016, the Board appointed Elena Karamushko as its Chief Financial Officer and
Principal Accounting Officer. Ms. Karamushko is 34 years old.
Ms. Karamushko brings to her new position management skills and an expert accounting background
with 15 years of accounting, management, and consultancy experience. She is a Chartered Professional
Accountant who earned a Bachelor of Business Administration Degree with a Major in Accounting from
Simon Fraser University. She started her accounting career in the audit practice of BDO Canada LLP
managing international public company audit engagements. A few of her responsibilities included the
audit and review of multicurrency financial statements, continuous reporting material of public
companies, performance of detailed analysis of consolidations of multiple foreign entities, and analysis of
internal controls. For the past five years, Ms. Karamushko worked in senior roles with organizations
including Powerex, a company involved in buying and supplying physical wholesale power, natural gas,
and ancillary services, as well as the Company, and provided expert consulting services in the areas of
finance and accounting to various entities.
Ms. Karamushko has not entered into any separate employment agreement with the Company in
connection with her appointment as Chief Financial Officer and is presently compensated according to the
terms of a consulting agreement dated December 15, 2014, for the rendition of accounting services. The
compensatory terms of the consulting agreement include a monthly fee of CAD $8,000, and vested
options to purchase 40,000 Company shares at an exercise price of $0.60 per share. The Company does
intend to enter into an employment agreement with Ms. Karamushko in the near term that may include
additional benefits.
Ms. Karamushko has not entered into any arrangement or understanding with any other persons in
connection with her appointment as the Companys Chief Financial Officer and Principal Accounting
Officer.
Ms. Karamushko is not related to any director, executive officer or person nominated or chosen by the
Company to become a director or executive officer.
3
_______________________________________________________________________________
ITEM 5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
Bylaws On February 2, 2016, the Board unanimously determined by written consent to adopt the
Amended and Restated Bylaws of Mobetize Corp. (the Bylaws) to add definition to corporate
operations.
Changes to the Bylaws in comparison to those previously adopted include amending the responsibility for
the calling of special shareholders meetings to either the president of the Company or the Board doing
away with an onerous provision that those shareholders holding a minimum threshold of fifty percent
(50%) of outstanding Common Stock were required to cause the president to call a special shareholders
meeting; the Bylaws now include procedural mandates for the conduct of annual or special shareholder
meetings most importantly providing new processes for the inclusion of shareholder proposals and the
nomination of directors which processes were not included in the prior bylaws; and provision for
preferred stock and the effect of such designation on shareholder voting which consideration was absent
from the prior bylaws.
Articles - On February 4, 2016, the Company filed an amendment to its Articles of Incorporation (the
Amendment) with the Nevada Secretary of State to create a capital structure that included preferred
stock. The Amendment was unanimously approved by the Board on December 20, 2015, and by those
shareholders holding a majority of the Companys issued and outstanding shares pursuant to written
consent on December 22, 2015.
The Amendment changed Article 3 of the Articles of Incorporation which now includes in the description
of capital stock two hundred and fifty million (250,000,000) preferred shares. The Board has the authority
to designate the rights, preferences or other variations of each class or series of preferred stock and to
determine consideration for issuance.
Certificate of Designation - On February 4, 2016, the Board approved a Certificate of Designation for
the Series A Preferred Stock (the Certificate of Designation) which designation was subsequently filed
with the Nevada Secretary of State.
The Certificate of Designation designated ten million (10,000,000) shares of the authorized preferred
share capital created with the Amendment as Series A Preferred Stock and provides certain preferences to
holders of Series A Preferred Stock over those rights held by holders of the Companys Common Stock
certain of which rights are summarized as follows:
Conversion Rights Shares of Series A Preferred Stock can be converted into shares of Common Stock
on a one for one (1:1) basis, subject to adjustments, on or after the second (2 nd ) anniversary of the
designation of the Series A Preferred Stock or on an earlier date if converted in connection with a
reorganization, reclassification, consolidation, merger or sale.
Voting Rights Shares of Series A Preferred Stock entitle the holder thereof to ten (10) votes for each
share of Series A Preferred Stock, voting together with the Common Stock as a single class, with respect
to any and all matters presented to the shareholders of the Company for their action or consideration
(whether at a meeting of stockholders of the Company, by written action of stockholders in lieu of a
meeting or otherwise).
4
Rank Shares of Series A Preferred Stock ranks pari pasu with the Common Stock in respect to dividend
rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company.
Protection Provisions The Certificate of Designation may not be altered in any way except with the
consent of the holder of Series A Preferred Stock; the Company may not redeem for value existing shares
of Common Stock if such redemption does not include outstanding shares of Series A Preferred Stock;
the Company may not issue a new series of capital stock ranking pari pasu or with a preference over the
voting rights fixed for the Series A Preferred Stock.
The foregoing descriptions of the changes to the Bylaws, the substance of the Amendment and the
preferences associated with the Certificate of Designation are qualified in their entirety by reference to the
full text of each document, and should be read in conjunction with the Bylaws, the Amendment and the
Certificate of Designation, copies of the respective documents are filed with this Current Report on Form
8-K as Exhibit 3.1.1, 3.1.2 and Exhibit 3.2.
________________________________________________________________________________
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
_____________________________________________________________________________________
(d)
Exhibits
The exhibits required to be attached by Item 601 of Regulation S-K are filed herewith.
Exhibit No.
Page No.
Description
Attached
Certificate of Amendment to Articles of Incorporation
Attached
Certificate of Designation Series A Preferred Stock
Attached
Amended and Restated Bylaws
Attached
Share Exchange Agreement
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.
Mobetize Corp.
Date
By:
/s/ Ajay Hans
February 11, 2016
Name: Ajay Hans
Title: Chief Executive Officer
5
Exhibit 10.1
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT , dated as of February 4, 2016 (the Agreement ), is entered
into by and between MOBETIZE CORP ., a Nevada corporation (the Company ), and Ajay Hans (the
Stockholder ).
WITNESSETH:
WHEREAS , Stockholder is the owner of an aggregate of Eight Million Six Hundred and Forty Six
Thousand Four Hundred and Eighty One (8,646,481) shares of common stock, par value $0.001 per share
(the Common Stock ), of the Company;
WHEREAS , Stockholder wishes to exchange Four Million Five hundred and Sixty Five Thousand
(4,565,000) shares of Common Stock of the Company for an aggregate of Four Million Five hundred and
Sixty Five Thousand (4,565,000) shares of Series A Preferred Stock , par value $0.001 per share (the
Series A Preferred Stock), of the Company on a 1-for-1 basis (i.e., 1 share of Series A Preferred Stock
for each share of Common Stock) (the Share Exchange ); and
WHEREAS , Stockholder and the Company wish to effectuate the Share Exchange pursuant to Section
3(a)(9) of the Securities Act of 1933, as amended (the Securities Act ).
NOW, THEREFORE , in consideration for the foregoing, the parties hereto agree as follows:
1.
Stockholder and the Company hereby agree to exchange Four Million Five hundred and Sixty Five
Thousand (4,565,000) shares of Common Stock (the Common Shares ) held by Stockholder for Four
Million Five hundred and Sixty Five Thousand (4,565,000) shares of Series A Preferred Stock (the
Preferred Shares ) of the Company pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended
(the Securities Act ).
2.
Concurrently with the execution and delivery of this Agreement, Stockholder shall deliver to the
Company one or more certificates evidencing the Common Shares, with duly endorsed Stock Power(s), for
cancellation and return to the Companys authorized share capital and the Company shall promptly issue
one or more certificates evidencing the Preferred Shares to Stockholder.
3.
Stockholder represents and warrants to, and covenants and agrees with the Company as follows:
a.
Stockholder is authorized to enter into this Agreement and to consummate the Share
Exchange.
b.
Stockholder has not given anything nor will give anything in exchange for the Preferred
Shares other than the Shares.
c.
Stockholder is exchanging the Shares for the Preferred Shares for its own account for
investment only and not with a view towards the public sale or distribution thereof and not
with a view to or for sale in connection with any distribution thereof.
d.
Stockholder is (i) an accredited investor as defined under Rule 501(a) of Regulation D
promulgated under the Securities Act, and (ii) experienced in making investments of the
kind described in this Agreement and the related documents, (iii) able to protect its own
interests in connection with the transactions described in this Agreement, and the related
documents, and (iv) able to afford the entire loss of its investment in the securities of the
Company.
1
Exhibit 10.1
4.
Stockholder and the Company hereby represent and warrant that no commission or other
remuneration has been paid or given directly or indirectly for the solicitation of the Share Exchange.
5.
The Company represents and warrants that it is authorized to enter into this Agreement and to
consummate the Share Exchange and that the Preferred Shares, when issued in accordance with this
Agreement, shall be fully paid, validly issued, and non-assessable, and not subject to any pre-emptive rights
or any liens, claims, equities, encumbrances, or security interests or any restrictions on the transfer thereof
other than those set forth in this Agreement, the Certificate of Designations of the Series A Preferred Stock
of Mobetize Corp. or imposed by law.
6.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of
Nevada. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto.
This Agreement may be signed in one or more counterparts, each of which shall be deemed an original.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in
any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.
This Agreement may be amended only by an instrument in writing signed by the party to be charged with
enforcement. This Agreement, and the Common Shares attached hereto, contains the entire agreement of
the parties with respect to the subject matter hereto, superseding all prior agreements, understandings or
discussions.
7.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same instrument. Telecopied or email
(via PDF) signatures shall be deemed to have the same effect as an original.
IN WITNESS WHEREOF , the Company and Stockholder have caused this Agreement to be executed
by their duly authorized representatives on the date as first written above.
MOBETIZE CORP.
By: /s/ Malik Ladki
Malik Ladki
Chairman of the Board of Directors
on behalf of the Board of Directors
STOCKHOLDER:
/s/ Ajay Hans
Ajay Hans
2
Exhibit 3.1.1
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1.
Name of corporation:
Mobetize Corp.
2.
The articles have been amended as follows: (provide article numbers, if available)
Article 3: The Capital Stock shall consist of 525,000,000 shares of common stock, $0.001 par value, all
of which stock shall be entitled to voting power, and 250,000,000 shares of preferred stock, $0.001 par
value. To the fullest extent permitted by the laws of the state of Nevada (currently set forth in NRS 78.195
and 78.1955), as the same now exists or may hereafter be amended or supplemented, the Board of
Directors may fix and determine the designations, rights, preferences or other variations of each class
or series within each class of preferred stock of the Corporation. The Corporation may issue shares of
Capital Stock for such consideration as may be fixed by the Board of Directors.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a
majority of the voting power, or such greater proportion of the voting power as may be required in the case
of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have
voted in favor of the amendment is:
57.7%
4. Effective date of filing: (optional)
February 4, 2016
(must not be later than 90 days after the certificate is filed)
5. Signature: (required)
/s/ Ajay Hans
Signature of Officer
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then
the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of
the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
Nevada Secretary of State Amend Profit-After
Exhibit 3.1.2
CERTIFICATE OF DESIGNATION
OF
PREFERRED STOCK
OF
MOBETIZE CORP.
Designated
Series A Preferred Stock
Pursuant to
Sections 78.1955 of Nevada Revised Statutes
The undersigned DOES HEREBY CERTIFY that the following resolution was duly adopted by the Board
of Directors (the Board of Directors ) of Mobetize Corp., a Nevada corporation (the Corporation ), at a
meeting duly convened and held, at which a quorum was present and acting throughout:
RESOLVED, that pursuant to the authority conferred on the Board of Directors by the Corporations
Articles of Incorporation, the issuance of a series of preferred stock, par value $0.001 per share, of the
Corporation which shall consist of 10,000,000 shares of preferred stock be, and the same hereby is,
authorized; and the Chairman and Chief Executive Officer of the Corporation be, and he hereby is,
authorized and directed to execute and file with the Secretary of State of the State of Nevada a Certificate
of Designation of Preferred Stock of the Corporation fixing the designations, powers, preferences and rights
of the shares of such series, and the qualifications, limitations or restrictions thereof in addition to the
designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, set
forth in the Articles of Incorporation which may be applicable to the Corporations preferred stock, as
follows:
1. Number of Shares; Designation . A total of 10,000,000 shares of preferred stock, par value $0.001 per
share, of the Corporation are hereby designated as Series A Preferred Stock (the Series ). Shares of the
Series (the Preferred Stock ) will be issued pursuant to the terms of a Share Exchange Agreement, dated
as of February 4, 2016 by and among the Corporation and Ajay Hans (the Share Exchange Agreement ),
a copy of which will be provided to any stockholder of the Corporation upon request therefor. Capitalized
terms used herein and not otherwise defined have the respective meanings set forth in the Share Exchange
Agreement.
2. Rank . The Series shall, with respect to dividend rights upon voluntary or involuntary liquidation,
dissolution or winding-up of the affairs of the Corporation rank:
(i)
Pari passu with the Common Stock, par value $0.001 per share, of the Corporation (the
Common Stock ), and any additional series of preferred stock which may in the future be
issued by the Corporation and are designated in an amendment to the Articles of Incorporation
or a certificate of designation establishing such additional preferred stock.
(ii)
Junior to any additional series of preferred stock which may in the future be issued by the
Corporation and are designated in the amendment to the Articles of Incorporation or a
certificate of designation establishing such additional preferred stock as ranking senior to the
Preferred Stock.
Exhibit 3.1.2
3. Dividends. Dividends may be declared and paid on the Preferred Stock from funds legally available
therefor as and when determined by the Board of Directors. The Series shall, with respect to the payment
of dividends, rank pari passu with the Common Stock.
4. Conversion .
(a) Right to Convert . The Holder of Preferred Stock (the Holder) s hall have the right to convert, on the
second (2 nd ) annual anniversary date of the designation of the Series and from time to time thereafter, all or
any part of the Preferred Stock held by such Holder into such number of fully paid and non-assessable
shares of Common Stock (the Conversion Shares ) as is determined in accordance with the terms hereof
(a Conversion ). Notwithstanding the initial time restriction on conversion contained in this paragraph,
Holder shall have the right to convert on any date prior to the second (2 nd ) annual anniversary of the
designation of the Series in connection with a transaction of the type described in paragraph 4(e)(ii) below.
(b) Conversion Notice . In order to convert Preferred Stock, the Holder shall send to the Corporation by
facsimile transmission, at any time prior to 3:00 p.m., central time, on the Business Day (as used herein,
the term Business Day shall mean any day except a Saturday, Sunday or day on which there is a Federal
holiday (the Conversion Date ), a notice of conversion in substantially the form attached as Annex I h ereto
(a Conversion Notice ), stating the number of Preferred Stock to be converted, and a calculation of the
number of shares of Common Stock issuable upon such Conversion in accordance with the formula set
forth in paragraph 4(c) below setting forth the basis for each component thereof, including the details
relating to any adjustments made to the Conversion Price. The Holder shall promptly thereafter send the
Conversion Notice and the certificate or certificates being converted to the Corporation. The Corporation
shall issue a new certificate for Preferred Stock to the Holder in the event that less than all of the Preferred
Stock represented by a certificate are converted; provided, however, that the failure of the Corporation to
deliver such new certificate shall not affect the right of the Holder to submit a further Conversion Notice
with respect to such Preferred Stock and, in any such case, the Holder shall be deemed to have submitted
the original of such new certificate at the time that it submits such further Conversion Notice. Except as
otherwise provided herein, upon delivery of a Conversion Notice by the Holder in accordance with the
terms hereof, the Holder shall, as of the applicable Conversion Date, be deemed for all purposes to be the
record owner of the Common Stock to which such Conversion Notice relates.
(c) Number of Conversion Shares . The number of Conversion Shares to be delivered by the Corporation to
a Holder for each share of Preferred Stock pursuant to a Conversion shall be one (1) share of Common
Stock for each one (1) share of Preferred Stock delivered to the Corporation (the Conversion Rate ).
(d) Delivery of Conversion Shares . The Corporation shall, no later than the close of business on the third
(3 rd ) Business Day following the later of the date on which the Corporation receives a Conversion Notice
from the Holder pursuant to paragraph 4(b), above, and the date on which the Corporation receives the
related Preferred Stock certificate (such third Business Day, the Delivery Date ), issue and deliver or cause
to be delivered to such Holder the number of Conversion Shares determined pursuant to paragraph 4(c)
above; provided.
(e) Adjustments . The Conversion Rate shall be subject to adjustment from time to time as follows:
Exhibit 3.1.2
(i)
Adjustment of Conversion Rate upon subdivision or combination of the Common Stock . If the
Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) the authorized Common Stock into a greater number of shares, the Conversion Rate
in effect immediately prior to such subdivision will be proportionately increased. If the
Corporation at any time combines (by combination, reverse stock split or otherwise) the
authorized Common Stock into a smaller number of shares, the Conversion Rate in effect
immediately prior to such combination will be proportionately reduced.
(ii)
Reorganization, Reclassification, Consolidation, Merger or Sale. Prior to any recapitalization,
reorganization, reclassification, consolidation, merger, or other similar transaction pursuant to
which the holders of the Common Stock are entitled to receive stock, securities or assets with
respect to or in exchange for the Common Stock, the Corporation will make appropriate
provision, in form and substance satisfactory to the Holder of the Preferred Stock, to ensure
that the Holder will thereafter have the right to acquire and receive in lieu of or in addition to,
as the case may be, the shares of Common Stock immediately theretofore acquirable and
receivable upon conversion of the Preferred Stock, had such recapitalization, reorganization,
reclassification, consolidation, merger, or other similar transaction not taken place. In any such
case, the Corporation will make appropriate provision, in form and substance satisfactory to
the Holder of a the Preferred Stock to ensure that the provisions of this paragraph and paragraph
4(e)(iii) below will thereafter be applicable to the Preferred Stock. The Corporation will not
effect any consolidation or merger, unless prior to the consummation thereof, the successor
entity resulting from such consolidation or merger, assumes, by written instrument, in form and
substance satisfactory to the Holder of the Preferred Stock, the obligation to deliver to the
Holder of the Preferred Stock such shares of stock, securities or assets as, in accordance with
the foregoing provisions, that the Holder may be entitled to acquire.
(iii)
Purchase Rights . If at any time the Corporation grants, issues or sells any options, convertible
securities or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of the Common Stock (the 'Purchase Rights" ), then the Holder of the Preferred Stock
will be entitled to acquire, upon the terms applicable to such purchase rights, the aggregate
purchase rights which Holder could have acquired if the Holder had held the number of shares
of Common Stock acquirable upon complete conversion of Holder's shares of the Preferred
Stock immediately before the date on which a record is taken for the grant, issuance or sale of
such purchase rights, or, if no such record is taken, the date as of which the record holders of
the Common Stock are to be determined for the grant, issue or sale of such purchase rights.
(iv)
Status of Shares . All shares of Preferred Stock that are at any time converted pursuant to this
paragraph 4, and all shares of Preferred Stock that are otherwise reacquired by the Corporation
and subsequently canceled by the Board of Directors, shall be retired and shall not be subject
to reissuance.
5. Voting Rights . Each share of the Series shall entitle the Holder thereof to ten (10) votes for each
Conversion Share into which such share of the Series is then convertible (the Super Voting Rights ), which
on the initial date of issuance of the Preferred Stock shall equal, when combined with the shares of Common
Stock held by the Holder on the initial date of issuance of the Preferred Stock, in the aggregate not less than
Exhibit 3.1.2
66 2/3 % of the total votes of all outstanding shares of capital stock of the Corporation, and shall otherwise
have voting rights and powers equal to the voting rights and powers of the Common Stock (except as
otherwise expressly provided herein or as required by law), voting together with the Common Stock as a
single class and shall be entitled to notice of any stockholders meeting in accordance with the Bylaws of
the Corporation.
6. Restrictions and Limitations
So long as any shares of Preferred Stock remain outstanding, the Corporation shall not, without the vote or
written consent by the Holder of the outstanding Preferred Stock, voting as a single class:
(i)
Redeem, purchase or otherwise acquire for value (or pay into or set aside for a sinking or other
analogous fund for such purpose) any share or shares of its capital stock, except for a
transaction in which all outstanding shares of Preferred Stock are concurrently redeemed,
purchased or otherwise acquired, provided however, that this restriction shall not apply to the
repurchase of shares of Common Stock from employees, officers, directors, consultants or
other persons performing services for the Corporation or any subsidiary pursuant to agreements
pursuant to which the Corporation has the option to repurchase such shares upon the occurrence
of certain events, such as the termination of employment.
(ii)
alter, modify or amend (whether by merger or otherwise) the terms of the Series in any way;
(iii)
issue (whether by merger or otherwise) any new series or class of capital stock ranking pari
passu with or having a preference over the Series as to the Super Voting Rights;
(iv)
increase (whether by merger or otherwise) the authorized number of shares of the Series;
(v)
re-issue (whether by merger or otherwise) any shares of Preferred Stock which have been
converted or redeemed in accordance with the terms hereof;
(vi)
issue (whether by merger or otherwise) any shares of the Series except pursuant to the terms of
the Share Exchange Agreement;
(vii)
enter into any definitive agreement or commitment with respect to any of the foregoing; or
(viii) cause or permit any subsidiary to engage in or enter into any definitive agreement or
commitment with respect to any of the foregoing.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed
on its behalf by its undersigned Chairman of the Board of Directors as of February 4, 2016.
By:
/s/ Malek Ladki
Name: Malek Ladki
Title: Chairman of the Board of Directors
Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
MOBETIZE CORP.
(Formerly SLAVIA CORP)
ARTICLE I
Offices
The registered office of Mobetize Corp. (the Corporation) shall be in the State of Nevada. The
Corporation also may have offices at such other places, within or without the State of Nevada, as the Board
of Directors (the Board) determines from time to time or the business of the Corporation requires.
ARTICLE II
Meetings of Stockholders
Section 1.
Place of Meetings .
Except as otherwise provided in these Bylaws, all meetings of the stockholders shall be held on such dates
and at such times and places, within or without the State of Nevada, as shall be determined by the Board
and as shall be stated in the notice of the meeting or in waivers of notice thereof. If the place of any meeting
is not so fixed, it shall be held at the registered office of the Corporation in the State of Nevada.
Section 2.
Annual Meetings.
The annual meeting of stockholders for the election of directors and the transaction of such other proper
business as may be brought before the meeting shall be held on such date after the close of the Corporations
fiscal year, and at such time, as the Board may from time to time determine.
Section 3.
Special Meetings.
Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time
by the President of the Corporation or by the Board. Except in special cases where other express provision
is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings
of stockholders. Notices of any special meeting shall specify in addition to the place, day and hour of such
meeting, the purpose or purposes for which the meeting is called.
Section 4.
Notice of Meetings.
1
Exhibit 3.2
Except as otherwise required by law, whenever the stockholders are required or permitted to take any action
at a meeting, written notice thereof shall be given, stating the place, date and time of the meeting and, unless
it is the annual meeting, by or at whose direction it is being issued. The notice also shall designate the place
where the stockholders list is available for examination, unless the list is kept at the place where the
meeting is to be held. Notice of a special meeting also shall state the purpose or purposes for which the
meeting is called. A copy of the notice of any meeting shall be delivered personally or shall be mailed, not
less than ten (10) or more than sixty (60) days before the date of the meeting, to each stockholder of record
entitled to vote at the meeting. If mailed, the notice shall be given when deposited in the United States mail,
postage prepaid, and shall be directed to each stockholder at his or her address as it appears on the record
of stockholders of the Corporation, or to such other address which such stockholder may have filed by
written request with the Secretary of the Corporation. Notice of any meeting of stockholders shall be
deemed waived by any stockholder who attends the meeting, except when the stockholder attends the
meeting for the express purpose of objecting at the beginning thereof to the transaction of any business
because the meeting is not lawfully called or convened, or by any stockholder who submits, either before
or after the meeting, a signed waiver of notice. Unless the Board, after the adjournment of a meeting, shall
fix a new record date for the adjourned meeting or unless the adjournment is for more than thirty (30) days,
notice of an adjourned meeting need not be given if the place, date and time to which the meeting shall be
adjourned are announced at the meeting at which the adjournment is taken.
Section 5.
Quorum .
The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting
shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 6.
Voting .
Except as otherwise provided by law, the Articles of Incorporation of the Corporation, or preferred stock
rights, at all meetings of the stockholders, every stockholder of record having the right to vote thereat shall
be entitled to one vote for every share of stock standing in such stockholders name as of the record date
and entitling such stockholder to so vote. A stockholder may vote in person or by proxy. Except as otherwise
provided by law, the Articles of Incorporation of the Corporation, or preferred stock rights, any corporate
action to be taken by a vote of the stockholders, other than the election of directors, shall be authorized by
not less than a majority of the votes cast at a meeting by the stockholders present in person or by proxy and
entitled to vote thereon. Directors shall be elected as provided in Article III of these Bylaws. Written ballots
shall not be required for voting on any matter unless ordered by the Secretary of the meeting.
Section 7.
Proxies .
Every proxy shall be executed in writing by the stockholder or by his or her attorney-in-fact, or otherwise
as provided in the Nevada Revised Statutes (the General Corporation Law).
Section 8.
List of Stockholders .
2
Exhibit 3.2
At least ten (10) days before every meeting of stockholders, a list of the stockholders (including their
addresses) entitled to vote at the meeting and their record holdings as of the record date shall be open for
examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours,
at a place within the city where the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held. The list also shall be kept at
and throughout the meeting, and may be inspected by any stockholder who is present.
Section 9. Action at Meeting.
When a quorum is present at any meeting, any election of directors shall be determined by a plurality of the
votes cast by the stockholders entitled to vote at the election, and any other matter shall be determined by
a majority in voting power of the shares present in person or represented by proxy and entitled to vote on
the matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case
of each such class, a majority of the shares of each such class present in person or represented by proxy and
entitled to vote on the matter) shall decide such matter, except when a different vote is required by express
provision of law, the Articles of Incorporation or these Bylaws.
All voting, including on the election of directors, but excepting where otherwise required by law, may be
by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or his or
her proxy, a vote by ballot shall be taken. Each ballot shall state the name of the stockholder or proxy voting
and such other information as may be required under the procedure established for the meeting. The
Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders,
appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation
may designate one or more persons as an alternate inspector to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may,
and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath to faithfully execute the duties
of inspector with strict impartiality and according to the best of his or her ability.
Section 10.
Notice of Stockholder Business.
3
Exhibit 3.2
(a) At an annual or special meeting of the stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an annual meeting, business must
be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the
Board, (ii) properly brought before the meeting by or at the direction of the Board, or (iii) properly brought
before an annual meeting by a stockholder of record. For business to be properly brought before an annual
meeting by a stockholder, it must be a proper matter for stockholder action under the General Corporation
Law, and the stockholder must have given timely notice thereof in writing to the Secretary of the
Corporation and if the stockholder, or the beneficial owner on whose behalf any such proposal is made, has
provided the Corporation with a Solicitation Notice, as that term is defined in subclause (v) of paragraph
(b), such stockholder or beneficial owner must 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, and must have included in such materials the Solicitation Notice, and if no Solicitation
Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial
owner proposing such business 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 proposal to be
presented at an annual meeting shall be received at the Corporation's principal executive offices not less
than 120 calendar days in advance of the first anniversary of the date that the Corporation's (or the
Corporation's predecessor's) proxy statement was released to stockholders in connection with the previous
year's annual meeting of stockholders, except that if no annual meeting was held in the previous year or the
date of the annual meeting is more than 30 days earlier than the date contemplated at the time of the previous
year's proxy statement, notice by the stockholders to be timely must be received not later than the close of
business on the 10th day following the day on which the date of the annual meeting is publicly announced.
In no event shall the public announcement of an adjournment or postponement of an annual meeting
commence a new time period (or extend any time period) for the giving of a stockholder's notice as
described above.
(b) A stockholder's notice to the Secretary of the Corporation shall set forth as to each matter the stockholder
proposes to bring before the annual or special meeting (i) a brief description of the business desired to be
brought before the annual meeting, (ii) the name and address of the stockholder proposing such business
and of the beneficial owner, if any, on whose behalf the business is being brought, (iii) the class and number
of shares of the Corporation which are owned beneficially and of record by the stockholder and such other
beneficial owner, and (iv) any material interest of the stockholder and such other beneficial owner in such
business and (v) whether such stockholder or beneficial owner intends to deliver 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 the proposal (an affirmative statement of such intent being referred to in this Section
10 as a "Solicitation Notice").
Section 11
Conduct of Business.
4
Exhibit 3.2
At every meeting of the stockholders, the Chairman of the Board, or, in his or her absence, the President,
or, in his or her absence, such other person as may be appointed by the Board, shall act as chairman. The
Secretary of the Corporation or a person designated by the chairman of the meeting shall act as secretary
of the meeting. Unless otherwise approved by the chairman of the meeting, attendance at the stockholders'
meeting is restricted to stockholders of record, persons authorized in accordance with Section 6 of these
Bylaws to act by proxy, and officers of the Corporation. The chairman of the meeting shall call the meeting
to order, establish the agenda, and conduct the business of the meeting in accordance therewith or, at the
chairman's discretion, it may be conducted otherwise in accordance with the wishes of the stockholders in
attendance. The date and time of the opening and closing of the polls for each matter upon which the
stockholders will vote at the meeting shall be announced at the meeting. The chairman shall also conduct
the meeting in an orderly manner, rule on the precedence of, and procedure on, motions and other procedural
matters, and exercise discretion with respect to such procedural matters with fairness and good faith toward
all those entitled to take part. Without limiting the foregoing, the chairman may (a) restrict attendance at
any time to bona fide stockholders of record and their proxies and other persons in attendance at the
invitation of the presiding officer or Board, (b) restrict use of audio or video recording devices at the
meeting, and (c) impose reasonable limits on the amount of time taken up at the meeting on discussion in
general or on remarks by any one stockholder. Should any person in attendance become unruly or obstruct
the meeting proceedings, the chairman shall have the power to have such person removed from the meeting.
Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at a meeting except
in accordance with the procedures set forth in this Section 11 and Section 10 above. The chairman of a
meeting may determine and declare to the meeting that any proposed item of business was not brought
before the meeting in accordance with the provisions of this Section 11 and Section 10, and if he should so
determine, he shall so declare to the meeting and any such business not properly brought before the meeting
shall not be transacted.
Section 12.
Stockholder Action Without Meeting.
Any action which may be taken at any annual or special meeting of stockholders may be taken without a
meeting and without prior notice, if a consent in writing, setting forth the actions so taken, is signed by the
holders of outstanding shares having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and
voted. All such consents shall be filed with the Secretary of the Corporation and shall be maintained in the
corporate records. Prompt notice of the taking of a corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not consented in writing. An
electronic transmission consenting to an action to be taken and transmitted by a stockholder, or by a proxy
holder or other person authorized to act for a stockholder, shall be deemed to be written, signed and dated
for the purpose of this Section 12, provided that such electronic transmission sets forth or is delivered with
information from which the Corporation can determine (i) that the electronic transmission was transmitted
by the stockholder or by a person authorized to act for the stockholder and (ii) the date on which such
stockholder or authorized person transmitted such electronic transmission. The date on which such
electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No
consent given by electronic transmission shall be deemed to have been delivered until such consent is
reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its
registered office in the State of Nevada, its principal place of business or an officer or agent of the
Corporation having custody of the books in which proceedings of meetings of stockholders are recorded.
Section 13.
Meetings by Remote Communication.
5
Exhibit 3.2
If authorized by the Board, and subject to such guidelines and procedures as the Board may adopt,
stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote
communication, participate in the meeting and be deemed present in person and vote at the meeting, whether
such meeting is to be held at a designated place or solely by means of remote communication, provided that
(i) the Corporation shall implement reasonable measures to verify that each person deemed present and
permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (ii)
the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a
reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders,
including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such
proceedings, and (iii) if any stockholder or proxy holder votes or takes other action at the meeting by means
of remote communication, a record of such vote or other action shall be maintained by the Corporation
ARTICLE III
Directors
Section 1.
General Powers.
The business and affairs of the Corporation shall be managed by or under the direction of a Board, who
may exercise all of the powers of the Corporation except as otherwise provided by law or the Articles of
Incorporation. In the event of a vacancy in the Board, the remaining directors, except as otherwise provided
by law, may exercise the powers of the full Board until the vacancy is filled.
Section 2.
Number and Term of Office.
Subject to the rights of the holders of any series of preferred stock to elect directors under specified
circumstances, the number of directors shall be a minimum of one (1) and a maximum of twelve (12) as
shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of
the total number of authorized directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board for adoption). All directors shall hold
office until the expiration of the term for which elected and until their respective successors are elected,
except in the case of the death, resignation or removal of any director. At each annual meeting of
stockholders, commencing with the first annual meeting held after the Effective Date, (i) directors elected
to succeed those directors whose terms expire shall be elected for a term of office to expire at each annual
meeting of stockholders after their election, with each director to hold office until his or her successor shall
have been duly elected and qualified, and (ii) if authorized by a resolution of the Board, directors may be
elected to fill any vacancy on the Board, regardless of how such vacancy shall have been created.
Section 3
Vacancies and Newly Created Directorships.
Subject to the rights of the holders of any series of preferred stock then outstanding, newly created
directorships resulting from any increase in the authorized number of directors or any vacancies on the
6
Exhibit 3.2
Board resulting from death, resignation, retirement, disqualification or other cause (including removal from
office by a vote of the stockholders) may be filled only by a majority vote of the directors then in office,
though less than a quorum (and not by stockholders), or by the sole remaining director, and directors so
chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the term of
office of the class to which they have been elected expires or until such director's successor shall have been
duly elected and qualified. No decrease in the number of authorized directors shall shorten the term of any
incumbent director.
Section 4
Resignation .
Any director may resign by delivering notice in writing or by electronic transmission to the President,
Chairman of the Board or Secretary. Such resignation shall be effective upon receipt unless it is specified
to be effective at some other time or upon the happening of some other event.
Section 5
Removal .
Subject to the rights of the holders of any series of preferred stock then outstanding, any directors, or the
entire Board, may be removed from office at any time, with or without cause, by the affirmative vote of the
holders of a majority of the voting power of all of the outstanding shares of capital stock entitled to vote
generally in the election of directors, voting together as a single class. Vacancies on the Board resulting
from such removal may be filled by a majority of the directors then in office, though less than a quorum,
or by the sole remaining director. Directors so chosen shall hold office until the next annual meeting of
stockholders at which the term of office of the class to which they have been elected expires.
Section 6
Regular Meetings.
Regular meetings of the Board may be held without notice at such time and place, either within or without
the State of Nevada, as shall be determined from time to time by the Board; provided that any director who
is absent when such a determination is made shall be given notice of the determination. A regular meeting
of the Board may be held without notice immediately after and at the same place as the annual meeting of
stockholders.
Section 7
Special Meetings.
Special meetings of the Board may be called by the Chairman of the Board, the President or two or more
directors and may be held at any time and place, within or without the State of Nevada.
Section 8
Notice of Special Meetings.
Notice of any special meeting of directors shall be given to each director by whom it is not waived by the
Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each
7
Exhibit 3.2
director by (i) giving notice to such director in person or by telephone, electronic transmission or voice
message system at least 24 hours in advance of the meeting, (ii) sending a facsimile to his last known
facsimile number, or delivering written notice by hand to his last known business or home address, at least
24 hours in advance of the meeting, or (iii) mailing written notice to his last known business or home
address at least three days in advance of the meeting. A notice or waiver of notice of a meeting of the Board
need not specify the purposes of the meeting. Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special meeting.
Section 9
Participation in Meetings by Telephone Conference Calls or Other Methods of
Communication
Directors or any members of any committee designated by the directors may participate at a meeting of the
Board or such committee by means of conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each other, and participation by such means shall
constitute presence in person at such meeting.
Section 10
Quorum.
A majority of the total number of authorized directors shall constitute a quorum at any meeting of the Board.
In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice other than announcement at the meeting, until a quorum shall be
present. Interested directors may be counted in determining the presence of a quorum at a meeting of the
Board or at a meeting of a committee which authorizes a particular contract or transaction.
Section 11
Action at Meeting .
At any meeting of the Board at which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, the Articles of Incorporation or
these Bylaws.
Section 12
Action by Written Consent .
Any action required or permitted to be taken at any meeting of the Board or of any committee of the Board
may be taken without a meeting if all members of the Board or committee, as the case may be, consent to
the action in writing or by electronic transmission, and the writings or electronic transmissions are filed
with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes
are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic
form.
Section 13
Committees.
The Board may designate one or more committees, each committee to consist of one or more of the directors
of the Corporation, with such lawfully delegated powers and duties as it therefor confers, to serve at the
8
Exhibit 3.2
pleasure of the Board. The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of a member of a committee, the member or members of the committee present
at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the resolution of the Board and subject
to the provisions of the General Corporation Law, shall have and may exercise all the powers and authority
of the Board in the management of the business and affairs of the Corporation and may authorize the seal
of the Corporation to be affixed to all papers which may require it. Each such committee shall keep minutes
and make such reports as the Board may from time to time request. Except as the Board may otherwise
determine, any committee may make rules for the conduct of its business, but unless otherwise provided by
such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these
Bylaws for the Board.
Section 14
Compensation of Directors.
Directors may be paid such compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board may from time to time determine. No such payment shall preclude any
director from serving the Corporation or any of its parent or subsidiary corporations in any other capacity
and receiving compensation for such service.
Section 15
Nomination of Director Candidates.
Subject to the rights of holders of any class or series of preferred stock then outstanding, nominations for
the election of directors may be made by (i) the Board or a duly authorized committee thereof or (ii) any
stockholder entitled to vote in the election of directors.
Section 16
Nomination of Director Candidates.
(a) Subject to the rights of holders of any class or series of preferred stock then outstanding, nominations
for the election of directors at an annual meeting may be made by (i) the Board or a duly authorized
9
Exhibit 3.2
committee thereof or (ii) any stockholder entitled to vote in the election of directors generally who complies
with the procedures set forth in this Bylaw and who is a stockholder of record at the time notice is delivered
to the Secretary of the Corporation. Any stockholder entitled to vote in the election of directors generally
may nominate one or more persons for election as directors at an annual meeting only if timely notice of
such stockholder's intent to make such nomination or nominations has been given in writing to the Secretary
of the Corporation and if the stockholder, or the beneficial owner on whose behalf any such nomination is
made, has provided the Corporation with a Solicitation Notice, as that term is defined in subclause (vii) of
this paragraph, such stockholder or beneficial owner must 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 holder to be sufficient to elect the nominee or nominees proposed to be nominated by such
stockholder, and must have included in such materials the Solicitation Notice, and if no Solicitation Notice
relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner
proposing such 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 nomination for a
director to be elected at an annual meeting shall be received at the Corporation's principal executive offices
not less than 120 calendar days in advance of the first anniversary of the date that the Corporation's (or the
Corporation's predecessor's) proxy statement was released to stockholders in connection with the previous
year's annual meeting of stockholders, except that if no annual meeting was held in the previous year or the
date of the annual meeting has been advanced by more than 30 calendar days from the date contemplated
at the time of the previous year's proxy statement, notice by the stockholders to be timely must be received
not later than the close of business on the tenth day following the day on which public announcement of
the date of such meeting is first made. Each such notice shall set forth:
(i)
the name and address of the stockholder who intends to make the nomination, of the beneficial
owner, if any, on whose behalf the nomination is being made and of the person or persons to
be nominated;
(ii)
a representation that the stockholder is a holder of record of stock of the Corporation entitled
to vote for the election of directors on the date of such notice and intends to appear in person
or by proxy at the meeting to nominate the person or persons specified in the notice;
(iii)
a description of all arrangements or understandings between the stockholder or such beneficial
owner and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the stockholder;
(iv)
such other information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules of the Securities
and Exchange Commission, had the nominee been nominated, or intended to be nominated, by
the Board;
(v)
the consent of each nominee to serve as a director of the Corporation if so elected;
(vi)
the class and number of shares of the Corporation that are owned beneficially and of record by
such stockholder and such beneficial owner; and
(vii)
whether such stockholder or beneficial owner intends to deliver a proxy statement and form of
proxy to holders of a sufficient number of holders of the Corporation's voting shares to elect
such nominee or nominees (an affirmative statement of such intent being referred to in this
Section 16(a) as a "Solicitation Notice"). In no event shall the public announcement of an
adjournment or postponement of an annual meeting commence a new time period (or extend
10
Exhibit 3.2
any time period) for the giving of a stockholder's notice as described above. Notwithstanding
the third sentence of this Section 16(a), in the event that the number of directors to be elected
at an annual meeting is increased and there is no public announcement by the Corporation
naming the nominees for the additional directorships at least 130 days prior to the first
anniversary of the date that the Corporation's (or its predecessor's) proxy statement was
released to stockholders in connection with the previous year's annual meeting, a stockholder's
notice required by this Section 16(a) shall also be considered timely, but only with respect to
nominees for the additional directorships, 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 10th day
following the day on which such public announcement is first made by the Corporation.
(b) Nominations of persons for election to the Board may be made at a special meeting of stockholders at
which directors are to be elected pursuant to the Corporation's notice of meeting by (i) or at the direction of
the Board or a committee thereof or (ii) any stockholder of the Corporation who is entitled to vote at the
meeting, who complies with the notice procedures set forth in this Bylaw and who is a stockholder of record
at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more directors to the Board, any such
stockholder may nominate a person or persons (as the case may be), for election to such position(s) as are
specified in the Corporation's notice of meeting, if the stockholder's notice as required by paragraph (a) of
this Bylaw shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier
than the 90th day prior to such special meeting and not later than the close of business on the later of the
70th day prior to such special meeting or the 10th day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed by the Board to be elected at
such meeting. In no event shall the public announcement of an adjournment or postponement of a special
meeting commence a new time period (or extend any time period) for the giving of a stockholder's notice
as described above.
(c) For purposes of these Bylaws, "public announcement" shall mean disclosure in a press release reported
by the Dow Jones NewsService, Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission.
(d) Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all
applicable requirements of the Securities Act of 1933, as amended and the rules and regulations thereunder
with respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's proxy statement.
(e) Only persons nominated in accordance with the procedures set forth in this Section 16 shall be eligible
to serve as directors.
Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (a) to
determine whether a nomination was made in accordance with the procedures set forth in this Section 16
and (b) if any proposed nomination was not made in compliance with this Section 16, to declare that such
nomination shall be disregarded. (f) If the chairman of the meeting for the election of directors determines
that a nomination of any candidate for election as a director at such meeting was not made in accordance
with the applicable provisions of this Section 16, such nomination shall be void; provided, however, that
nothing in this Section 16 shall be deemed to limit any voting rights upon the occurrence of dividend.
11
Exhibit 3.2
ARTICLE IV
Officers
Section 1.
Executive Officers Etc.
The executive officers of the Corporation shall be a Chairman of the Board, a President, a Secretary and a
Treasurer. The Board also may elect or appoint one or more Vice Presidents (any of whom may be
designated as Executive Vice Presidents, Senior Vice Presidents or otherwise), and any other officers it
deems necessary or desirable for the conduct of the business of the Corporation, each of whom shall have
such powers and duties as the Board determines.
Section 2.
Duties .
(a) The Chairman of the Board .
The Chairman of the Board shall be a member of the Board. The
Chairman of the Board shall preside at all meetings of the stockholders and the Board.
(b) The President .
The President shall perform, in the absence or disability of the Chairman of
the Board, the duties and exercise the powers of the Chairman of the Board and shall have such other powers
and duties as the Board or the Chairman of the Board assigns to him or to her.
(c) Chief Executive Officer.
The Chief Executive Officer shall be the chief executive officer of the
Corporation and shall, subject to the direction of the Board, have general supervision and control of its
business. Unless otherwise provided by resolution of the Board, in the absence of the Chairman of the
Board, the Chief Executive Officer shall preside at all meetings of the stockholders and, if a director,
meetings of the Board. The Chief Executive Officer shall have general supervision and direction of all of
the officers, employees and agents of the Corporation. The Chief Executive Officer shall also have the
power and authority to determine the duties of all officers, employees and agents of the Corporation, shall
determine the compensation of any officers whose compensation is not established by the Board and shall
have the power and authority to sign all stock certificates, contracts and other instruments of the Corporation
which are authorized.
(d) The Vice President .
The Vice President or, if there shall be more than one, the Vice Presidents, if
any, in the order of their seniority or in any other order determined by the Board, shall perform, in the
absence or disability of the President, the duties and exercise the powers of the President and shall have
such other powers and duties as the Board or the President assigns to him or to her or to them.
(e) The Secretary .
Except as otherwise provided in these Bylaws or as directed by the Board, the
Secretary shall attend all meetings of the stockholders and the Board; shall record the minutes of all
proceedings in books to be kept for that purpose; shall give notice of all meetings of the stockholders and
special meetings of the Board; and shall keep in safe custody the seal of the Corporation and, when
authorized by the Board, shall affix the same to any corporate instrument. The Secretary shall have such
other powers and duties as the Board or the Chairman of the Board assigns to him or her.
(f) The Treasurer .
Subject to the control of the Board, the Treasurer shall have the care and custody
of the corporate funds and the books relating thereto; shall perform all other duties incident to the office of
treasurer; and shall have such other powers and duties as the Board or Chairman of the Board assigns to
him or her.
Section 3.
Election; Removal.
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Exhibit 3.2
Subject to his or her earlier death, resignation or removal, as hereinafter provided, each officer shall hold
his or her office until his or her successor shall have been duly elected and shall have qualified. Any officer
may be removed at any time with or without cause by the Board.
Section 4.
Resignations .
Any officer may resign at any time by giving written notice of his resignation to the Corporation. A
resignation shall take effect at the time specified therein or, if the time when it shall become effective shall
not be specified therein, immediately upon its receipt, and, unless otherwise specified therein, the
acceptance of a resignation shall not be necessary to make it effective.
Section 5.
Vacancies .
If an office becomes vacant for any reason, the Board or the stockholders may fill the vacancy, and each
officer so elected shall serve for the remainder of his or her predecessors term and until his successor shall
have been elected or appointed and shall have qualified.
Section 6.
Salaries .
Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be
fixed or allowed from time to time by the Board.
Section 7
Delegation of Authority .
The Board may from time to time delegate the powers or duties of any officer to any other officers or
agents, notwithstanding any provision hereof.
ARTICLE V
Provisions Relating to Stock Certificates and Stockholders
Section 1.
Certificates .
Certificates for the Corporations capital stock shall be in such form as required by law and as approved by
the Board. Each certificate shall be signed in the name of the Corporation by the Chairman of the Board or
President or any Vice President and by the Secretary or Treasurer or any Assistant Secretary or any
Assistant Treasurer and shall bear the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent or registered by a registrar, other than the Corporation or its employees,
the signature of any officer of the Corporation may be a facsimile signature. In case any officer, transfer
agent or registrar who shall have signed or whose facsimile signature as placed on any certificate shall have
ceased to be such officer, transfer agent or registrar before the certificate shall be issued, it may nevertheless
be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar
at the date of the issue.
Section 2.
Lost Certificates, etc .
The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it,
alleged to have been lost, mutilated, stolen or destroyed, and the Board may require the owner of the lost,
mutilated, stolen or destroyed certificate, or his or her legal representatives, to make an affidavit of that fact
and to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be
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Exhibit 3.2
made against the Corporation on account of the alleged loss, mutilation, theft or destruction of the certificate
or the issuance of a new certificate.
Section 3.
Transfers of Shares .
Transfers of shares shall be registered on the books of the Corporation maintained for that purpose after
due presentation of the stock certificates therefor appropriately endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer.
Section 4
Lost, Stolen or Destroyed Certificates .
The Corporation may issue a new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the Board may prescribe,
including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such
indemnity as the Board may require for the protection of the Corporation or any transfer agent or registrar.
Section 5.
Record Date .
The purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or for the purpose of determining stockholders entitled to receive payment of
any dividend or other distribution or the allotment of any rights, or for the purpose of any other action, the
Board may fix a record date, which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board, and which record date shall not be more than sixty (60) nor less
than ten (10) days before the date of any such meeting and shall not be more than sixty (60) days prior to
any other action.
ARTICLE VI
Contracts, Loans, Checks and Deposits
Section 1.
Contracts .
The Board may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation and such authority may be general
or confined to specific instances.
Section 2.
Loans.
No loan or advance shall be contracted on behalf of the Corporation, no negotiable paper or other evidence
of its obligation under any loan or advance shall be issued in its name, and no property of the Corporation
shall be mortgaged, pledged, hypothecated or transferred as security for the payment of any loan, advance,
indebtedness or liability of the Corporation unless and except as authorized by the Board. Any such
authorization may be general or confined to specific instances.
Section 3.
Deposits .
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of
the Corporation in such banks, trust companies or other depositories as the Board may select, or as may be
selected by an Officer or agent of the Corporation authorized to do so by the Board.
Section 4.
Checks and Drafts .
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Exhibit 3.2
All notes, drafts, acceptances, checks, endorsements and evidence of indebtedness of the Corporation shall
be signed by such Officer or Officers or such agent or agents of the Corporation and in such manner as the
Board from time to time may determine. Endorsements for deposits to the credit of the Corporation in any
of its duly authorized depositories shall be made in such manner as the Board may from time to time
determine.
Section 5.
Bonds and Debentures .
Every bond or debenture issued by the Corporation shall be in the form of an appropriate legal writing,
which shall be signed by the President or Vice President and by the Treasurer or by the Secretary, and
sealed with the seal of the Corporation. The seal may be facsimile, engraved or printed. Where such bond
or debenture is authenticated with the manual signature of an authorized Officer of the Corporation or other
trustee designated by the indenture of trust or other agreement under which such security is issued, the
signature of any of the Corporations Officers named thereon may be facsimile. In case any Officer who
signed, or whose facsimile signature has been used on any such bond or debenture, shall cease to be an
Officer of the Corporation for any reason before the same has been delivered by the Corporation, such bond
or debenture may nevertheless by adopted by the Corporation and issued and delivered as though the person
who signed it or whose facsimile signature has been used thereon had not ceased to be such Officer.
ARTICLE VI
Indemnification
Section 1.
Indemnification .
The Corporation shall, to the fullest extent permitted by the General Corporation Law (including, without
limitation, Nevada Revised Statutes 78.7502 thereof) or other provisions of the laws of Nevada relating to
indemnification of directors, officers, employees and agents, as the same may be amended and
supplemented from time to time, indemnify any and all such persons whom it shall have power to indemnify
under the General Corporation Law or such other provisions of law.
Section 2.
Statutory Indemnification.
Without limiting the generality of Section 1 of this Article VI, to the fullest extent permitted, and subject
to the conditions imposed, by law, and pursuant to Nevada Revised Statutes 78.7502 of the General
Corporation Law unless otherwise determined by the Board: (i) the Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that such person is or was a director, officer, employee or
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Exhibit 3.2
agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
reasonable expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or proceeding if such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; and (ii) the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against reasonable expenses (including attorneys fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if such person acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except as
otherwise provided by law.
Section 3.
Indemnification by Resolution of Stockholders or Directors of Agreement.
To the fullest extent permitted by law, indemnification may be granted, and expenses may be advanced, to
the persons described in Nevada General Corporation Law or other provisions of the laws of Nevada
relating to indemnification and advancement of expenses, as from time to time may be in effect, by (i) a
resolution of stockholders, (ii) a resolution of the Board, or (iii) an agreement providing for such
indemnification and advancement of expenses; provided that no indemnification may be made to or on
behalf of any person if a judgment or other final adjudication adverse to the person establishes that such
persons acts were committed in bad faith or were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that such person personally gained in fact a financial profit
or other advantage to which such person was not legally entitled.
Section 4.
General .
It is the intent of this Article VI to require the Corporation to indemnify the persons referred to herein for
judgments, fines, penalties, amounts paid in settlement and expenses (including attorneys fees), and to
advance expenses to such persons, in each and every circumstance in which such indemnification and such
advancement of expenses could lawfully be permitted by express provision of Bylaws, and the
indemnification and expense advancement provided by this Article VI shall not be limited by the absence
of an express recital of such circumstances. The indemnification and advancement of expenses provided
by, or granted pursuant to, these Bylaws shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled, whether as a matter of law, under
any provision of the Corporations Articles of Incorporation or these Bylaws, by agreement, by vote of
stockholders or disinterested directors of the Corporation or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
Section 5.
Indemnification Benefits .
Indemnification pursuant to these Bylaws shall inure to the benefit of the heirs executors, administrators
and personal representatives of those entitled to indemnification.
ARTICLE VII
General Provisions
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Exhibit 3.2
Section 1
Fiscal Year .
The fiscal year of the Corporation shall be as fixed by the Board.
Section 2
Corporate Seal . The corporate seal shall be in such form as shall be approved by the Board.
Section 3
Waiver of Notice .
Whenever any notice whatsoever is required to be given by law, by the Articles of Incorporation or by these
Bylaws, a waiver of such notice either in writing signed by the person entitled to such notice or such person's
duly authorized attorney, or by electronic transmission or any other method permitted under the General
Corporation Law, whether before, at or after the time stated in such waiver, or the appearance of such
person or persons at such meeting in person or by proxy, shall be deemed equivalent to such notice. Neither
the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any meeting
shall constitute waiver of notice except attendance for the sole purpose of objecting to the timeliness of
notice.
Section 4
Actions with Respect to Securities of Other Corporations.
Except as the Board may otherwise designate, the Chief Executive Officer or President or any officer of the
Corporation authorized by the Chief Executive Officer or President shall have the power to vote and
otherwise act on behalf of the Corporation, in person or proxy, and may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact to this Corporation (with or without power
of substitution) at any meeting of stockholders or stockholders (or with respect to any action of
stockholders) of any other corporation or organization, the securities of which may be held by this
Corporation and otherwise to exercise any and all rights and powers which this Corporation may possess
by reason of this Corporation's ownership of securities in such other Corporation or other organization.
Section 5
Evidence of Authority .
A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken
by the stockholders, directors, a committee or any officer or representative of the Corporation shall as to all
persons who rely on the certificate in good faith be conclusive evidence of such action.
Section 6
Certificate of Incorporation .
All references in these Bylaws to the Articles of Incorporation shall be deemed to refer to the Articles of
Incorporation of the Corporation, as amended and in effect from time to time.
Section 7
Severability .
Any determination that any provision of these Bylaws is for any reason inapplicable, illegal or ineffective
shall not affect or invalidate any other provision of these Bylaws.
Section 8
Pronouns .
All pronouns used in these Bylaws shall be deemed to refer to the masculine, feminine or neuter, singular
or plural, as the identity of the person or persons may require.
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Exhibit 3.2
Section 9
Notices.
Except as otherwise specifically provided herein or required by law, all notices required to be given to any
stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively
given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by
sending such notice by commercial courier service, or by facsimile or other electronic transmission,
provided that notice to stockholders by electronic transmission shall be given in the manner provided by
General Corporation Law. Any such notice shall be addressed to such stockholder, director, officer,
employee or agent at his or her last known address as the same appears on the books of the Corporation.
The time when such notice shall be deemed to be given shall be the time such notice is received by such
stockholder, director, officer, employee or agent, or by any person accepting such notice on behalf of such
person, if delivered by hand, facsimile, other electronic transmission or commercial courier service, or the
time such notice is dispatched, if delivered through the mails. Without limiting the manner by which notice
otherwise may be given effectively, notice to any stockholder shall be deemed given: (1) if by facsimile,
when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic
mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;
(2) if by a posting on an electronic network together with separate notice to the stockholder of such specific
posting, upon the later of (A) such posting and (B) the giving of such separate notice; (4) if by any other
form of electronic transmission, when directed to the stockholder; and (5) if by mail, when deposited in the
mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records
of the Corporation.
Section 10
Reliance Upon Books, Reports and Records.
Each director, each member of any committee designated by the Board, and each officer of the Corporation
shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account
or other records of the Corporation as provided by law, including reports made to the Corporation by any
of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable
care.
Section 11
Time Periods .
In applying any provision of these Bylaws which require that an act be done or not done a specified number
of days prior to an event or that an act be done during a period of a specified number of days prior to an
event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event
shall be included.
Section 12
Facsimile Signatures .
In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these
Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as
authorized by the Board or a committee thereof.
ARTICLE VIII
Amendment
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Exhibit 3.2
Section 1
By the Board of Directors.
Except as is otherwise set forth in these Bylaws, these Bylaws may be altered, amended or repealed or new
bylaws may be adopted by the affirmative vote of a majority of the directors at any regular or special
meeting of the Board at which a quorum for the transaction of business is present.
Section 2
By the Stockholders .
Notwithstanding any other provision of these Bylaws, n ew bylaws may be also be adopted, or these
Bylaws may also be amended or repealed, by the affirmative vote of the shareholders collectively
having a majority of the voting power or by the written assent of such shareholders.
CERTIFICATE OF SECRETARY
OF
MOBETIZE CORP.
(a Nevada corporation)
I, Ajay Hans, acting as the President of Mobetize Corp, a Nevada corporation (the "Corporation"), hereby
certify that the Bylaws to which this Certificate is attached are the Bylaws of the Corporation.
Executed effective on the 2 nd day of February, 2016.
/s/ Ajay Hans , President
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