Well-being 10-12G Registration of securities

BY LAWS OF

Well-being Holdings, Inc.

A Delaware Corporation

As of September 27, 2019

ARTICLE I

Meetings of Stockholders

Section 1.1Time and Place.Any meeting of the stockholders may be held at suchtime and such place, either within or without the Stateof Delaware, as shall be designatedfromtime totimeby resolutionof the board of directors or as shall be stated in aduly authorized notice of themeeting.

Section 1.2Annual Meeting. The annualmeeting of the stockholders shall be held on the date and at thetime fixed, fromtime to time,by the board of directors. The annualmeeting shall be for the purpose of electing a board of directorsand transacting such other businessas may properly be brought before the meeting.

Section 1.3Special Meetings. Specialmeetings of the stockholders, for any purpose or purposes, unless otherwise prescribedby statute orby the articles of incorporation, may be calledby the president and shall be calledby the president or secretary if requestedin writingby the holders of not less than one-tenth (1/10) of all the shares entitled to vote at themeeting. Such request shall state the purpose or purposesof the proposedmeeting.

Section 1.4Notices. Written notice stating the place, date and hour of themeeting and,in case of aspecial meeting, the purpose or purposes forwhich the meeting is called, shall be given not less than ten normore than sixty days before the date of themeeting, except as otherwise requiredby statute or the articles of incorporation, eitherpersonally,bymail orby a form of electronic transmission consented toby the stockholder, to each stockholder of record entitled to vote at suchmeeting. Ifmailed, such notice shall bedeemed to be given when deposited in the official governmentmail of the United States orany othercountry, postage prepaid, addressed to the stockholder at his address as it appears on the stock records of the Corporation. If given personally or otherwise thanbymail, such notice shall be deemedto be given when either handed to the stockholder or delivered to thestockholder’s addressasit appears on the recordsof the Corporation.

Section 1.5Record Date. In order that the Corporation may determine the stockholdersentitledto notice of or to vote atany meeting, orat any adjournment of ameeting, ofstockholders; or entitled to receive payment of anydividend or other distribution or allotment ofany rights; or entitled to exerciseany rights in respect of any change,conversion, or exchange of stock; or for the purpose ofany other lawful action; the board of directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedby the board of directors. The record date for determining the stockholders entitled to notice of or tovote atany meeting of the stockholdersor any adjournment thereof shall not bemore thansixty nor less than tendays before the date of suchmeeting. The record date fordetermining the stockholdersentitled to consent to corporate action in writing without ameeting shall not bemore than tendays after the date upon which the resolutionfixing the record date is adoptedbythe board of directors. The record date forany other action shall not bemore than sixtydays prior to such action. If no record date is fixed, (i) the record date for determiningstockholders entitled to notice of orto vote at any meeting shall beat the close of business on theday next preceding theday on which notice is given or, if notice is waivedby allstockholders, at the close of business on the daynext preceding thedayon which the meetingis held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without ameeting, when no prior actionbythe board of directorsis required, shall be the first date on which a signed written consent setting forth the action taken or tobe taken is delivered to the Corporation and,when prior actionby the board of directors is required, shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action; and (iii) the record date fordetermining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating tosuch other purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall applyto anyadjournment of the meeting; provided, however, that the board of directorsmay fix a new record dateforthe adjourned meeting.

Section 1.6Voting List. If the Corporation shall havemore than five (5) shareholders, the secretary shall prepare and make, at least tendays before everymeeting of stockholders, a complete list of the stockholders entitled to vote at themeeting, arranged in alphabetical order and showing the address and the number of shares registered in the name of eachstockholder. Such listshall be open to the examination of anystockholder, for anypurpose germane to the meeting, during ordinary business hours, for a period of at least tendays prior to themeeting, at the Corporations principal offices. The list shall be produced and kept at the place of themeeting during the whole time thereof and may be inspected by anystockholder who is present.

Section 1.7Quorum. The holders of a majority of the stock issued and outstanding andentitledtovote at the meeting, presentin person or representedbyproxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, exceptas otherwise providedbystatute orby the articles of incorporation. If, however, such a quorum shall not be present atanymeetingofstockholders, the stockholders entitledto vote, presentinperson or representedby proxy, shall have the powertoadjourn the meeting fromtime to time, without notice if thetimeand place are announced at themeeting, until a quorum shall be present. At such adjournedmeeting at which a quorum shall be present, any business may be transacted whichmight have been transacted at the originalmeeting.If the adjournment is formore than thirtydaysor if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjournedmeetingshall be given to each stockholder of recordentitled tovoteat themeeting.

Section 1.8Voting and Proxies. Atevery meeting of the stockholders, each stockholder shall be entitled to one vote, in personor byproxy, for each share of the capital stock having voting power heldby such stockholder, but no proxy shallbe voted on after sixmonths from its date unless theproxy provides for a longer period, which may not exceed sevenyears. When a specified item of business is required to be voted on by a class or series of stock, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that classor series. If a quorumis present at a properly heldmeeting of the shareholders, the affirmative vote of the holders of a majority of the shares represented in person or byproxy andentitled to vote on thesubject matterunder consideration, shall be theact of the shareholders, unless the vote of a greater number or voting by classes (i)is required by the articles of incorporation, or (ii) has been provided forin an agreement among all shareholders entered into pursuant to and enforceable under Delaware General Laws.

Section 1.9Waiver. Attendance of a stockholder of the Corporation, either in person orby proxy, atany meeting, whether annual or special, shall constitute a waiver ofnoticeof suchmeeting, except where a stockholder attends ameeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because themeeting is not lawfully called or convened. A written waiver of noticeof any such meeting signed by a stockholder or stockholders entitled to such notice, whether before, at or after thetime for notice or thetime of the meeting, shall be equivalent to notice. Neither the business tobe transacted at, nor the purpose of,anymeeting need be specified inany written waiver of notice.

Section 1.10Stockholder ActionWithout a Meeting. Except as may otherwise be providedby any applicable provision of the Delaware General Laws, any action required orpermitted to be taken at ameeting of the stockholdersmay be taken without ameeting if, before or after the action, a written consent thereto is signedby stockholders holding at least a majority of the voting power; provided that if adifferent proportion of voting power is required for such an action at ameeting, then that proportion of written consents is required. Inno instance where action is authorizedby written consent need ameeting ofstockholders be called or noticed.

ARTICLE II

Directors

Section 2.1Number. Thenumber of directors shall be one or more, as fixedfromtime totimeby resolution of the board ofdirectors; provided, however, that thenumber of directors shall not be reduced so as to shorten the tenure of any director at thetime in office.

Section 2.2Elections. Except as providedin Section 2.3 of this Article II, the board of directors shall be elected at the annual meeting of the stockholders or at a specialmeeting called for that purpose. Each director shall hold such office until his successor is elected and qualified or until his earlier resignation or removal.

Section 2.3Vacancies.Any vacancy occurringon the board of directors andany directorship to be filledby reason of an increase in the board of directorsmay be filledby the affirmative vote of a majority of theremaining directors, although less than aquorum, or by a sole remaining director. Suchnewly elected director shall hold such office until hissuccessoriselectedandqualified or until his earlier resignation or removal.

Section 2.4Meetings. The board of directorsmay,byresolution, establish a place and time for regular meetings whichmay be held without call or notice.

Section 2.5Notice of Special Meetings. Specialmeetingsmay be calledby the chairman, the president orany twomembers of the board of directors. Notice of specialmeetings shall be given to eachmember of the boardof directors: (i)by mailby the secretary, thechairman or the members of the board calling the meetingby depositing the same inthe official government mail of the United Statesor any othercountry, postage prepaid, at least sevendays before themeeting, addressed to the director at the last address he has furnished to the Corporation for this purpose, andany notice somailed shall bedeemed to have been given at thetime whenmailed;or (ii) in person,by telephone orby electronic transmission addressed as stated above at least forty-eight hours before the meeting, and such notice shall bedeemed tohave been given whensuch personal or telephone conversation occurs or at the time when such electronic transmission is delivered to such address.

Section 2.6Quorum. At allmeetings of the board, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at anymeeting at which a quorum is present shall be the act of the board of directors, except as otherwise specifically required by statute, the articles ofincorporation or these bylaws. If less than a quorum is present, the director or directors present may adjourn themeeting from time to time without further notice. Voting by proxyis not permitted at meetings of the board of directors.

Section 2.7Waiver.Attendance of a director at ameeting of the board of directors shallconstitutea waiver of notice of suchmeeting, except where a director attends ameetingfor the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice signedbya director or directors entitled to such notice, whether before, at or after thetimefor notice or the timeof themeeting,shall be equivalentto the giving of such notice.

Section 2.8ActionWithout Meeting.Any action required or permitted to be takenat ameeting of the boardof directors may be taken without ameeting if a consent in writingsetting forth theaction so taken shall be signedby allof the directors andfiled with theminutes of proceedings of the board of directors.Any such consent maybe in counterparts and shall be effective on the date of the last signature thereon unless otherwise providedtherein.

Section 2.9Attendanceby Telephone. Members of the board of directors may participate in ameeting of such boardbymeans of conference telephone or similar communicationsequipmentbymeans of which all persons participating in themeeting can hear each other, and such participation in ameeting shall constitute presence in person at suchmeeting.

ARTICLE III

Officers

Section 3.1Election. The Corporation shall have such officers, with such titles and duties, as the board of directors may determineby resolution, which must include a chairman ofthe board, a president, a secretary and a treasurer and may include one ormore vice presidents and one ormore assistants to such officers. The officers shall in any event have such titles and duties as shall enable the Corporation to sign instruments and stock certificatescomplying with Section 6.1 of thesebylaws, and one ofthe officers shall have the duty to record the proceedings of the stockholders and the directors in a book to be kept for that purpose. The officers shall be elected by the board of directors; provided, however, that thechairman may appoint one ormore assistant secretaries and assistant treasurers and such other subordinate officers as hedeems necessary, who shall hold their offices for suchterms and shall exercise such powers and perform such duties as are prescribed in thebylaws or as may be determined fromtime totimebythe board of directors or the chairman. Any two ormore offices may be heldby thesame person.

Section 3.2Removal and Resignation.Any officer elected or appointedby the board of directors may be removed at any timeby theaffirmativevote of a majority of the board of directors.Any officer appointedbythe chairman may be removed atanytimeby the board of directors or the chairman.Anyofficer may resign atany timeby giving written notice of his resignation to the chairmanor to the secretary, and acceptance of such resignation shall not be necessary tomake it effective unless the notice so provides.Any vacancy occurring inanyoffice ofchairman of the board, president, vice president, secretary ortreasurer shall be filledby theboard of directors.Any vacancyoccurring inanyother office may be filledby the chairman.

Section 3.3Chairman of the Board. Thechairman of the board shall preside at allmeetings of shareholders and of the boardof directors, and shall have the powers and perform the duties usually pertainingto such office, and shall have such other powers and perform such other duties asmay be from time totime prescribed by the board of directors..

Section 3.4President. The president shall be the chief executive officer of the Corporation, and shall have general and activemanagement of the business and affairs of the Corporation, under the direction of the board of directors. Unless the board of directors has appointed another presiding officer, thepresident shall presideat allmeetings of theshareholders.

Section 3.5Vice President. The vice president or, if thereis more thanone, the vice presidents in the orderdeterminedby the board of directors or, in lieu of such determination, in the order determinedby the president, shall be the officer or officers next in seniority after the president. Each vice president shall alsoperform such duties and exercise such powers as are appropriate and such as are prescribedby the board of directors or, in lieu of or in addition to such prescription, suchas are prescribedby the president from time totime. Upon the death, absence or disability of the president, the vice president or, if there ismore than one, the vice presidents in the order determinedby the board of directors or, in lieu of such determination, in the order determinedby the president, or,in lieu of such determination, in the order determinedby the chairman, shall be the officer or officers next in seniority after the president. in the order determinedby the and shall perform the duties and exercise the powers of the president.

Section 3.6Assistant Vice President. The assistant vice president, ifany, or, if there ismore than one, the assistant vice presidents shall, under the supervision of the presidentor a vice president, perform such duties and have such powers as are prescribedby the board of directors, the president or a vice president fromtime totime.

Section 3.7Secretary. The secretary shall give, or cause to be given, notice of allmeetings of the stockholders and specialmeetings of the board of directors, keep theminutes of suchmeetings, have charge of the corporate seal and stock records, be responsible for themaintenance of all corporate files and records and the preparation and filing of reports to governmental agencies (other than tax returns), have authority to affix the corporate seal to any instrument requiring it (and, when so affixed, attest it by his signature), and perform such other duties and have such other powers as are appropriate and such as are prescribed by the board of directors or the president from time to time.

Section 3.8Assistant Secretary. The assistant secretary, ifany, or, if there is more than one, the assistant secretaries in the order determinedby the board of directors or, in lieu of such determination,by the president or the secretary shall, in the absence or disability of the secretary or in case such duties are specifically delegated to himby the board of directors, the chairman, or the secretary, perform the duties and exercise the powers of the secretary and shall, under the supervision of the secretary, perform such other duties and have such other powers as are prescribedby the board of directors, the chairman, or the secretary from timeto time.

Section 3.9Treasurer. The treasurer shall have control of the funds and the care and custody of all the stocks, bonds and other securities of the Corporation and shall beresponsible for the preparation and filing of tax returns. He shall receive allmoneys paid to the Corporation and shall have authority to give receipts and vouchers, to sign and endorse checks and warrants in itsname and on its behalf, and give full discharge for thesame. He shall also have charge of the disbursement of the funds of the Corporation and shall keep full and accurate records of the receipts and disbursements. Heshall deposit allmoneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the board of directors and shall perform such other duties and have such other powers as are appropriate andsuch as are prescribed by the board of directors or the presidentfrom timetotime.

Section 3.10Assistant Treasurer. The assistant treasurer, ifany, or, if there ismore than one, the assistant treasurers in the order determinedby the board of directors or, in lieu of such determination,by the chairman or the treasurer shall, in the absence or disability of the treasurer orin case such duties are specifically delegatedto himby the board of directors, the chairman or the treasurer, perform the duties and exercise the powers of thetreasurer and shall, under the supervision of the treasurer, performsuch other duties and have such other powers as are prescribedbythe board of directors, the president or thetreasurer fromtimeto time.

Section 3.11Compensation. Officers shall receive such compensation, ifany, for theirservices as maybe authorized or ratifiedbythe board of directors. Election or appointment as an officer shall notof itself create a rightto compensation for services performedas such officer.

ARTICLE IV

Committees

Section 4.1Designation of Committees. The board of directors may establish committees for theperformance of delegated or designated functions to the extent permittedby law, each committee to consist of one or more directors of the Corporation, and if the board of directors so determines, one or more persons who are not directors of the Corporation. In the absence or disqualification of amember of acommittee, themember ormembersthereof present at anymeetingand not disqualified from voting, whether or not he or theyconstitute a quorum, may unanimously appoint anothermemberof the board of directorsto act at the meeting in the place of such absentor disqualified member.

Section 4.2Committee Powers and Authority. The board of directors may provide,byresolution orby amendment to these bylaws, for an Executive Committee to consist of one ormore directors of the Corporation (but no persons who are not directors of the Corporation) thatmay exercise all the power and authority of the board of directors in the management of the business and affairs of the Corporation, andmay authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that an Executive Committee may not exercise the power or authority of the board of directors in reference to amending the articles of incorporation (except that an Executive Committeemay, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adoptedby the board of directors, pursuant to Article 3(3) of the articles ofincorporation, fixthe designations andanyof the preferences or rights of shares of preferred stock relating to dividends, redemption, dissolution,any distribution of property or assets of the Corporation,or the conversion into, or the exchange of shares for, shares of any other class or classes orany other series of thesame or any other class or classes ofstock of the Corporation or fixthe numberof shares of any series of stock or authorize theincrease or decreaseofthe shares of anyseries), adoptinganagreement of mergeror consolidation, recommending to the stockholders the sale, lease, or exchange of all orsubstantially allof the Corporations property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these bylaws; and, unless the resolution expressly so provides, no an Executive Committee shall have the power or authority to declare a dividend orto authorize the issuance of stock.

Section 4.3Committee Procedures. To the extent the board of directors or the committee does not establish other procedures for the committee, each committee shall be governedby the procedures established in Section 2.4 (except asthey relate toan annual meeting of the board of directors) and Sections 2.5, 2.6, 2.7, 2.8 and 2.9 of these bylaws, as if the committee were the board of directors.

ARTICLE V

Indemnification

Section 5.1Expensesfor Actions Other ThanBy orIn the Right of the Corporation. The Corporation shall indemnifyany person who was or is a party or is threatened to bemade a party toany threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative (other than an actionbyor in the right of the Corporation)by reason of the fact that he is or was a director or officer of the Corporation, or, while a directoror officer of the Corporation, is or was serving at the request of the Corporation as a director, officer,employeeor agent of another corporation, partnership,

joint venture, trust, association or other enterprise, against expenses (includingattorneys fees),judgments, fines and amounts paid in settlement actually and reasonably incurredby him in connection with which action, suit or proceeding, if he acted in good faith and in amanner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceedingby judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the bestinterests of the Corporation and, with respect to anycriminal action orproceeding, that he had reasonable cause to believe that his conduct was unlawful.

Section 5.2Expenses for ActionsBy orIn the Right of the Corporation. The Corporation shall indemnifyany person who was or is a party or is threatened to bemade a partyto anythreatened, pending or completed action orsuit by or in the rightof the Corporationto procure a judgment in its favor by reason of the fact that heis or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was servingat the request of the Corporationas a director, officer,employeeor agent of anothercorporation, partnership, joint venture, trust, association or other enterprise, against expenses (including attorneys fees) actually and reasonably incurred by him in connection with the defense orsettlement of such action or suit, if he acted in good faith and in amannerhe reasonably believed to bein or not opposed to the best interests of the Corporation, exceptthat no indemnification shall be made in respectof any claim, issue ormatteras to whichsuch person shall have been adjudged to be liable to the Corporation unless andonly to the extent that the court in which such action or suit was brought shalldetermine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person isfairly and reasonably entitled to indemnity forsuch expenses which thecourt shall deemproper.

Section 5.3Successful Defense.To the extent thatany person referred to in the precedingtwo sections of this Article Vhas been successfulon themeritsor otherwiseindefense of any action, suit or proceeding referred to in such sections, or in defense of any claim issue, ormatter therein, he shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him in connection therewith.

Section 5.4Determination to Indemnify. Any indemnification under the first two sections of this Article V (unless orderedby a court) shall bemadeby the Corporationonly as authorizedin the specific case upon a determination that indemnification of the director or officer is properin the circumstances becausehe hasmet the applicable standard of conductset forth therein. Such determination shall be made (i)by the stockholders, (ii)by the board of directorsby majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (iii) if such quorum is not obtainable or, if a quorum of disinterested directorsso directs,by independent legal counsel in a written opinion.

Section 5.5Expense Advances. Expenses incurredby an officer or director in defending any civil or criminal action, suit or proceeding may be paidby the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertakingby or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article V.

Section 5.6Provisions Nonexclusive. The indemnification and advancement of expenses providedby, or granted pursuant to, the other sections of this Article V shall not bedeemed exclusive ofany other rights to whichany person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or underany other bylaw,agreement, insurancepolicy, vote of stockholders or disinterested directors, statute or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 5.7Insurance.By action of the board of directors, notwithstandingany interest of the directors in the action, the Corporation shall have powerto purchase andmaintain insurance, in suchamounts as the board of directors deems appropriate, on behalf of any person who is or was a director or officer ofthe 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, association or other enterprise, againstany liability asserted againsthim and incurredby him inany such capacity, or arising out of his status as such, whether or not he is indemnified against such liabilityor expense under the provisions of this Article V and whether or not the Corporation would have the power or would be required to indemnify him against such liability under the provisions of this Article V or of the Delaware General Laws orby any other applicable law.

Section 5.8Surviving Corporation. The board of directors may provideby resolution that references to the Corporation in this Article V shall include, in addition to this Corporation, all constituent corporations absorbed in a merger with this Corporation so that any person who was a director or officer of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, employee or agent of another corporation, partnership, joint venture, trust, association or other entity shall stand in the same position under the provisions of this Article V with respect to this Corporation as he would if he had served this Corporation in the same capacity or is or was so serving such other entity at the request of this Corporation, as the case may be.

Section 5.9Inurement. The indemnification and advancement of expenses providedby, or granted pursuant to, this Article V shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 5.10Employees and Agents. To the same extent as itmay do for a director or officer, the Corporation may indemnify and advance expenses to a person who is not and was not a director or officer of the Corporation but who is or was anemployeeor agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust,association or other enterprise.

ARTICLE VI

Stock

Section 6.1Certificates. Every holder of stock in the Corporation representedby certificates and, upon request,every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the President or chairman of the board of directors, or a vice president, andby the secretary or an assistant secretary, or the treasurer or an assistant treasurer of the Corporation, certifying the number of shares owned by him in the Corporation.

Section 6.2Facsimile Signatures. Where a certificate of stock is countersigned (i)by a transfer agent other than the Corporation or itsemployee or (ii)by a registrar other than the Corporation or its employee,any other signature on the certificate may be facsimile. In caseany officer, transfer agent or registrar who has signed,or whose facsimile signature or signatures have been placed upon,any such certificate shall cease to be such officer, transfer agent or registrar, whether because of death, resignation or otherwise, before such certificate is issued, the certificate may nevertheless be issuedby the Corporation with thesame effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 6.3Transfer of Stock. Transfers of shares of stock of the Corporation shallbemadeon the booksofthe Corporation only upon presentation of the certificateor certificates representing such shares properly endorsed or accompanied by a properinstrument of assignment, except as may otherwise be expresslyprovided by the laws of the State of Delaware or by order by a court ofcompetent jurisdiction. The officers or transfer agents of the Corporationmay, in their discretion, require a signature guaranty beforemakingany transfer.

Section 6.4Lost Certificates. The board of directors may direct that a new certificate ofstock be issuedinplace of anycertificate issuedbythe Corporation thatis alleged to have been lost, stolen or destroyed, upon themaking of an affidavit of that factby the personclaiming the certificate to be lost, stolen, or destroyed.When authorizing such issue of a

new certificate, the board of directorsmay, in its discretion and as a condition precedentto the issuance of a new certificate, require the owner of such lost, stolen, or destroyed certificate, or his legal representative, to give the Corporation a bondin such sum as it may reasonably directas indemnity against any claim thatmay be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance ofsuch new certificate.

ARTICLE VII

Seal

The board of directorsmay, but are not required to, adopt and provide a common seal orstamp which, when adopted, shall constitute the corporate seal of the Corporation. Theseal may be usedby causing it or afacsimile thereof to beimpressed or affixed or manually reproduced.

ARTICLEVIII

Fiscal Year

The board of directors, by resolution, have adopted September 30^th as its fiscal year end forthe Corporation.

ARTICLEIX

Amendment

Thesebylawsmay at any time and from time to time be amended, altered or repealed exclusivelyby the board ofdirectors, as provided inthe articles of incorporation.

By:/s/Haruhiko Abe

 (Secretary)

 NAME:Haruhiko Abe