BYLAWS

OF

My Palace Portal, Inc.

Dated as of March 24, 2020 

ARTICLE I

OFFICES

Section 1.01         Registered Office. The registered office and registered agent of My Palace Portal, Inc., (the “Corporation”), organized under the laws of the State of Wyoming shall be as set forth in the Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the United States or elsewhere (and may change the Corporation’s registered agent) as the board of directors of the Corporation (the “Board of Directors”) may, from time to time, determine or as the business of the Corporation may require.

ARTICLE II 

MEETINGS OF STOCKHOLDERS

Section 2.01         Place of Meetings. Meetings of stockholders of the Corporation (such Stockholders, the “Stockholders”) may be held at any place, within or without the State of Wyoming, as may be designated by the Board of Directors. In the absence of such designation, meetings of Stockholders shall be held at the principal executive office of the Corporation. The Board of Directors may, in its sole discretion, determine that a meeting of Stockholders shall not be held at any place, but may instead be held solely by means of remote communication authorized by and in accordance with Wyoming corporation laws.

Section 2.02         Annual Meetings. If required by applicable law, an annual meeting of Stockholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. The Corporation may postpone, reschedule or cancel any annual meeting of Stockholders previously scheduled by the Board of Directors.

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Section 2.03         Special Meetings.  (a) The corporation shall hold a special meeting of shareholders:

(i) On call of its board of directors or the person or persons authorized to do so by the  Articles of incorporation or bylaws; or

(ii) If the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held, provided that the articles of incorporation may fix a lower percentage or a higher percentage not exceeding twenty-five percent (25%) of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.

(b) If not otherwise fixed under W.S. 17-16-703 or 17-16-707, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

(c) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.

(d) Only business within the purpose or purposes described in the meeting notice required by W.S. 17-16-705(c) may be conducted at a special shareholders' meeting. 

Section 2.04         Notice of Meetings. Whenever Stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the Stockholders entitled to notice of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws (as the same from time to time may be amended, restated, amended and restated or otherwise modified from time to time, these “Bylaws”), the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each Stockholder as of the record date for determining the Stockholders entitled to notice

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of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Stockholder at such Stockholder’s address as it appears on the records of the Corporation.

Section 2.05         Adjournments. Any annual or special meeting of Stockholders may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to notice of the meeting... If after the adjournment a new record date is fixed for determining Stockholders entitled to notice of the adjourned meeting, the Board of Directors shall fix the record date for determining Stockholders entitled to notice of such adjourned meeting as provided in Section 2.09(a) of these Bylaws, and shall give notice of the adjourned meeting to each Stockholder of record as of the record date so fixed. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Stockholder at such Stockholder’s address as it appears on the records of the Corporation.

Section 2.06         Quorum. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, at any meeting of Stockholders the presence or participation in person or by proxy of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation (“Stock”) entitled to notice of the meeting shall be necessary and sufficient to constitute a quorum. If a matter requires the approval of a specific class or series of Stock voting as a separate class, the presence or participation in person or by proxy of the holders of a majority in voting power of the outstanding shares of such class or series of Stock shall be necessary and sufficient to constitute a quorum as to such matter. In the absence of a quorum, the Stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time to time in the manner provided in Section 2.05 of these Bylaws until a quorum shall attend or participate. Shares of Stock belonging to the Corporation or to another corporation, if a majority of the shares entitled or required to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled or required to vote nor be counted for quorum purposes; provided, that the foregoing shall not limit the right of the Corporation or any subsidiary of the Corporation to vote shares of Stock held by it in a fiduciary capacity.

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Section 2.07         Organization. Such person as the Board of Directors may have designated or, in the absence of such a person, the Chairman of the Board, or in his or her absence, the President or, in his or her absence, such person as may be chosen by the majority of the Stockholders entitled or required to vote at the meeting who are present, in person or by proxy, shall call to order any meeting of Stockholders and act as chairperson of the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence, the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.08         Voting; Proxies. Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation, each Stockholder entitled or required to vote at any meeting of Stockholders shall be entitled to such number of votes as determined by the Certificate of Designation for such shares... Each Stockholder entitled or required to vote at a meeting of Stockholders or express consent to corporate action in writing without a meeting (if permitted by the Certificate of Incorporation) may authorize another person or persons to act for such Stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A Stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of Stockholders need not be by written ballot. Unless otherwise provided in the Certificate of Incorporation, at all meetings of Stockholders for the election of directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect directors. All other elections and questions presented to the Stockholders at a meeting at which a quorum is present shall, unless otherwise provided by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of Stock which are present in person or by proxy and entitled or required to vote thereon.

Section 2.09         Fixing Date for Determination of Stockholders of Record.

(a)          In order that the Corporation may determine the Stockholders entitled to notice of any meeting of Stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the

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date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by applicable law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Stockholders entitled or required to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining Stockholders entitled to notice of or to vote at a meeting of Stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Stockholders of record entitled to notice of or to vote at a meeting of Stockholders shall apply to any adjournment of the meeting; provided, that the Board of Directors may fix a new record date for determining the entitled or required to vote at the adjourned meeting, and in such case shall also fix as the record date for Stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determining the Stockholders entitled or required to vote in accordance herewith at the adjourned meeting.

                 (b)          Unless otherwise provided by the Certificate of Incorporation, in order that the Corporation may determine the Stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining Stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. 

(c)          Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the Stockholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors 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 of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record

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date for determining Stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by applicable law or the Certificate of Incorporation, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by applicable law or the Certificate of Incorporation, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 2.10         List of Stockholders. The officer (or the Transfer Agent) who has charge of the stock ledger of the Corporation shall prepare at least ten (10) days before any meeting of Stockholders, a complete list of Stockholders entitled or required to vote at the meeting (provided, that if the record date for determining the Stockholders entitled or required to vote is less than ten (10) days before the date of the meeting, the list shall reflect the Stockholders entitled or required to vote as of a date that is no more than ten (10) days before the meeting date), arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder as of the record date (or such other date). Such list shall be open to the examination of any Stockholder for any purpose germane to the meeting at least ten (10) days prior to the meeting during ordinary business hours at the principal place of business of the Corporation. If the meeting is to be held at a place, then a list of Stockholders entitled or required to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any Stockholder who is present thereat. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any Stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by applicable law, the stock ledger shall be the only evidence as to who are the Stockholders entitled to examine the list of Stockholders required by this Section 2.10 or to vote in person or by proxy at any meeting of Stockholders. 

            Section 2.11         Inspector(s) of Election. The Corporation may, and shall if required by applicable law, appoint one or more inspectors of election (who may be employees of the Corporation) for any meeting of Stockholders, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector so appointed or designated is able to

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act at a meeting of Stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. Each inspector so appointed or designated shall (i) ascertain the number of shares of Stock outstanding and the voting power of each such share, (ii) determine the shares of Stock represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s), and (v) certify his or her determination of the number of shares of Stock represented at the meeting and such inspector’s count of all votes and ballots. Such certification and report shall specify such other information as is required by applicable law. No ballot, proxies, votes or any revocation thereof or change thereto shall be accepted by the inspector(s) after the closing of the polls... In determining the validity of and counting proxies and ballots cast at any meeting of Stockholders, the inspector(s) may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Section 2.12         Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the Stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of Stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of Stockholders shall have the right and authority to convene and to recess and/or adjourn the meeting for any or no reason, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) establishing an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limits on attending or participating in the meeting to Stockholders entitled or required to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of Stockholders, in addition to making any other determinations that may be appropriate to the conduct

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of the meeting, shall if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting, and, if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of Stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. 

Section 2.13          Notice of Stockholder Business and Nominations.

(a)          Annual Meetings of Stockholders.

(i)          Except as otherwise provided by or pursuant to the Certificate of Incorporation, nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the Stockholders may be made at an annual meeting of Stockholders only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors or the nominating and corporate governance committee thereof or (C) by any Stockholder who is a Stockholder of record at the time the notice provided for in this Section 2.13 is delivered to the Secretary, who is entitled or required to vote at the meeting and who complies with the notice procedures set forth in this Section 2.13.

(ii)         Except as otherwise provided by or pursuant to the Certificate of Incorporation, for any nominations or other business to be properly brought before an annual meeting by a Stockholder pursuant to Section 2.13(a) (ii) (C) of these Bylaws, the Stockholder must have given timely notice thereof in writing to the Secretary and any such proposed business (other than the nominations of persons for election to the Board of Directors) must constitute a proper matter for Stockholder action. To be timely, a Stockholder’s notice shall be delivered to the Secretary at the principal executive office of the Corporation not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting (provided, that if the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the Stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of

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the date of such meeting is first made by the Corporation). 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. To be in proper form, such Stockholder’s notice must:

(A)         as to each person whom the Stockholder proposes to nominate for election as a director of the Corporation, set forth (I) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and (II) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director of the Corporation if elected;

       (B)         with respect to each nominee for election or reelection to the Board of Directors, include the completed and signed questionnaire, representation and agreement required by Section 2.14 of these Bylaws;

(C)         as to any other business that the Stockholder proposes to bring before the meeting, set forth a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such Stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and

(D)         as to the Stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, set forth (I) the name and address of such Stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (II) the class or series and number of shares of Stock which are owned beneficially and of record by such Stockholder and such beneficial owner, (III) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such Stockholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of

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the foregoing, including, in the case of a nomination, the nominee, (IV) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Stockholder’s notice by, or on behalf of, such Stockholder and such beneficial owner, whether or not such instrument or right shall be subject to settlement in underlying shares of Stock, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Stockholder or such beneficial owner, with respect to securities of the Corporation, (V) a representation that such Stockholder is a holder of record of Stock entitled or required to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (VI) a representation whether such Stockholder or such beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of outstanding Stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise to solicit proxies or votes from Stockholders in support of such proposal or nomination, and (VII) any other information relating to such Stockholder and such beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.

The foregoing notice requirements of this Section 2.13(a) shall be deemed satisfied by a Stockholder with respect to business other than a nomination for election as a director of the Corporation if such Stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such Stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee for election as a director of the Corporation to furnish such other information as the Corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

(iii)        Notwithstanding anything in the second sentence of Section 2.13(a)(ii) of these Bylaws to the contrary, if the number of directors to

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be elected to the Board of Directors at the annual meeting is increased effective after the time period for which nominations would otherwise be due under Section 2.13(a)(ii) of these Bylaws and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Stockholder’s notice required by this Section 2.13 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 office of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(b)          Special Meetings of Stockholders. Except to the extent required by applicable law, special meetings of Stockholders may be called only in accordance with Article VII section 2.07 hereof. postponement of a special meeting commences a new time period (or extend any time period) for the giving of a Stockholder’s notice as described above.

(c)          General.

(i)          Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act or the Certificate of Incorporation, only such persons who are nominated in accordance with the procedures set forth in this Section 2.13 shall be eligible to be elected at an annual or special meeting of Stockholders to serve as directors, and only such business as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.13 shall be conducted at a meeting of Stockholders. Except as otherwise provided by applicable law or the Certificate of Incorporation, the chairperson of the meeting shall have the power and duty (A) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.13 (including whether the Stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made or solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such Stockholder’s nominee or proposal in compliance with such Stockholder’s representation as required by Section 2.13(a)(ii)(D) of these Bylaws) and (B) if any proposed nomination or business was not made or proposed in compliance with this Section 2.13, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.13, unless otherwise required by applicable law, if a Stockholder (or a qualified representative of such Stockholder) does not appear at the annual or special meeting of Stockholders to present his, her or its nomination or proposed

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business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.13, to be considered a qualified representative of the Stockholder, a person must be a duly authorized officer, manager or partner of such Stockholder or must be authorized by a writing executed by such Stockholder or an electronic transmission delivered by such Stockholder to act for such Stockholder as proxy at the meeting of Stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of Stockholders.

(ii)         For purposes of this Section 2.13, “close of business” means 5:00 p.m. local time at the principal executive offices of the Corporation on any calendar day, whether or not the day is a business day, and “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or other national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

                           (iii)        Notwithstanding the foregoing provisions of this Section 2.13, a Stockholder shall also comply with all applicable requirements of the Certificate of Incorporation, the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.13; provided, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 2.13 (including clause (a)(ii)(c) hereof and clause (b) hereof), and compliance with clauses (a)(ii)(c) and (b) of this Section 2.13 shall be the exclusive means for a Stockholder to make nominations or submit other business (other than business other than nominations that is brought properly under and in compliance with Rule 14a-8 promulgated under the Exchange Act, as amended from time to time). Nothing in this Section 2.13 shall be deemed to affect any rights (x) of Stockholders to request inclusion of proposals or nominations in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act or (y) of the holders of the Series A Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

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Section 2.14         Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, the candidate for nomination must have previously delivered (in accordance with the time periods prescribed for delivery of notice under Section 2.13 of these Bylaws), to the Secretary at the principal executive office of the Corporation, (a) a completed and signed questionnaire (in the form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence of such proposed nominee and (b) a written representation and agreement (in the form provided by the Corporation) that such candidate for nomination (i) is not and, if elected as a director during his or her term of office, will not become a party to (A) except as required by the Certificate of Incorporation, any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) or (B) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (ii) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director and (iii) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to directors and in effect during such person’s term in office as a director of the Corporation (and, if requested by any candidate for nomination, the Secretary shall provide to such candidate for nomination all such policies and guidelines then in effect).

ARTICLE III

BOARD OF DIRECTORS

Section 3.01         Powers. Subject to the provisions of the Business Corporation Act of the State of  Wyoming, as the same now exists or may hereafter be amended (the “Wyoming Business Corporation Act”), and any limitations in the Certificate of Incorporation or these Bylaws relating to action required to be approved by the Stockholders or by the holders of at least 66 2/3% of the voting power of the outstanding shares of Stock entitled or required to vote generally in the election of directors, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors. 

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            Section 3.02         Number; Qualifications. , The total number of authorized directors constituting the Board of Directors (the “Whole Board”) shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the directors then in office; provided, that the number of directors which shall constitute the Whole Board shall not be less than three (3) nor more than fifteen (15), and each director shall be a natural person. No reduction of the authorized number of directors shall have the effect of removing any director before such director’s term of office expires. Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, directors need not be Stockholders of the Corporation. The initial size of the Whole Board shall be three (3) until changed pursuant to a resolution adopted by a majority of the directors then in office.

 Section 3.03         Election; Resignation; Vacancies. Except as otherwise provided by the Certificate of Incorporation: (i) directors shall be elected at each annual meeting of Stockholders to hold office until the next annual meeting; (ii) each director, including a director elected to fill a vacancy, shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal; (iii) any director may resign at any time upon written notice to the attention of the President or Secretary at the principal office of the Corporation; and (iv) any director may be removed at any time with or without cause by the affirmative vote of the holders of a majority in voting power of the shares of Stock then entitled or required to vote at an election of directors., Any vacancy or newly created directorship may be filled by a majority of the directors then in office (including any directors that have tendered a resignation effective at a future date), though less than a quorum, or by a sole remaining director, and the director so chosen shall hold office until the next annual election and until his or her successor is duly elected and shall qualify, unless sooner displaced; provided, that if a vacancy or newly created directorship occurs or arises and the holders of a specific class or series of stock are then entitled to fill such vacancy or newly created directorship, the holders of shares of such class or series may override the Board of Directors’ action to fill such vacancy or newly created directorship by (i) voting for their own designee to fill such vacancy or newly created directorship at a meeting of Stockholders or (ii) written consent, if the consenting Stockholders hold a sufficient number of shares to elect their designee at a meeting of Stockholders.

Except as otherwise provided by the Certificate of Incorporation, if at any time, by reason of death or resignation or other cause, the Corporation should have no directors in office, then any officer or any Stockholder or an executor, administrator, trustee or guardian of a Stockholder, or other fiduciary entrusted with

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like responsibility for the person or estate of a Stockholder, may call a special meeting of Stockholders in accordance with the provisions of the Certificate of Incorporation or these Bylaws, or may apply to the Court of Jurisdiction of the State of  Wyoming for a decree summarily ordering an election of Directors.

  Section 3.04         Regular Meetings. Regular meetings of the Board of Directors may be held at any time or place, if any, within or without the State of  Wyoming whenever called by the Chairperson, the Chief Executive Officer, the Secretary, or by any two members of the Board of Directors. Notice of each such meeting shall be duly given to each director by (i) giving notice to such director in person or by telephone, electronic transmission or voice message system at least twenty-four (24) hours in advance of the meeting, (ii) sending a facsimile to such director’s facsimile number as it appears in the records of the Corporation, or delivering written notice by hand to such director’s address as it appears in the records of the Corporation, at least twenty-four (24) hours in advance of the meeting, or (iii) mailing a written notice, addressed to such director at their respective address as it appears in the records of the Corporation, at least seventy-two (72) hours in advance of the meeting (with such notice deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid). Any director may waive notice of any such meeting, either before or after such meeting, by signing a waiver of notice that is filed with the records of the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, in each case, except where such director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened in the notice of such meeting. The business to be transacted at and the purpose of any meeting of the Board of Directors need not be specified. 

Section 3.05         Special Meetings. Special meetings of the Board of Directors may be held at any time or place, if any, within or without the State of Wyoming whenever called by the Chairperson the Chief Executive Officer, the Secretary or by any two members of the Board of Directors. Notice shall be duly given to each director or such other person by (i) giving notice to such director and other person in person or by telephone, electronic transmission or voice message system at least twenty-four (24) hours in advance of the meeting, (ii) sending a facsimile to such director’s and other person’s facsimile number as it appears in the records of the Corporation, or delivering written notice by hand to such director’s and other person’s address as it appears in the records of the Corporation, at least twenty-four (24) hours in advance of the meeting, or (iii) mailing written notice,

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addressed to such director or other person at their respective address as it appears in the records of the Corporation, at least seventy-two (72) hours in advance of the meeting (with such notice deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid). Any director may waive notice of any such meeting, either before or after such meeting, by signing a waiver of notice that is filed with the records of the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, in each case, except where such director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at and the purpose of any meeting of the Board of Directors need not be specified in the notice of such meeting.

Section 3.06         Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof 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 in a meeting pursuant to this Section 3.06 shall constitute presence in person at such meeting.

 Section 3.07         Quorum; Vote Required for Action. At all meetings of the Board of Directors, the directors entitled to cast a majority of the votes of the Whole Board shall constitute a quorum for the transaction of business; provided, that, solely for the purposes of filling vacancies pursuant to Section 3.03 of these Bylaws, a meeting of the Board of Directors may be held if a majority of the directors then in office participate in such meeting. Unless the Wyoming Business Corporation Act, the Certificate of Incorporation or these Bylaws requires a greater proportion, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act, determination or decision of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. 

Section 3.08         Organization. Such person as the Board of Directors may have designated or, in the absence of such a person, the Chairman of the Board, or in his or her absence, the President or, in his or her absence, such person as may be

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chosen by the majority of the directors who are present at the meeting, shall call to order any meeting of the Board of Directors and act as chairperson of the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 3.09         Action by Unanimous Consent of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all of the members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee in accordance with applicable law.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 3.10         Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors or a committee designated by the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors or a committee of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or such committee or a stated salary or other compensation as a director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. Any director of the Corporation may decline any or all such compensation payable to such director in his or her discretion.

ARTICLE IV 

COMMITTEES AND ADVISORY BOARD

Section 4.01         Committee , (i) The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation; (ii) the Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified

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member at any meeting of such committee; (iii) the absence or disqualification of a member of any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member; and (iv) any such committee, to the extent permitted by applicable law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors 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, but no such committee shall have the power or authority in reference to the following matter: (x) approving or adopting, or recommending to the Stockholders, any action or matter (other than the election or removal of directors) expressly required by the Wyoming Business Corporation Act to be submitted to the Stockholders for approval or (y) adopting, amending or repealing any bylaw of the Corporation.

Section 4.02         Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article III of these Bylaws.

Section 4.03         Advisory Board. The Board of Directors may in its discretion constitute and maintain a board of advisors (the “Advisory Board”) to provide requested advice, expertise or input to the Board of Directors or specific committees thereof, and the Board of Directors shall be free to consider, accept or reject any such advice or input. The Board of Directors may appoint such persons to any such Advisory Board as the Board of Directors from time to time may determine appropriate. Members of the Advisory Board shall serve at the pleasure of the Board of Directors and may be removed or replaced, and the Advisory Board may be disbanded at any time, by the Board of Directors for any or no reason. Members of the Advisory Board shall not be deemed to be members of the Board of Directors and the Advisory Board shall not be deemed to be a committee of the Board of Directors for any purpose. Members of the Advisory Board are not authorized to bind or to act as agents or representatives of the Corporation or to take any action in the name or on behalf of the Corporation absent express authorization from the Board of Directors. The Board of Directors may but shall not be required to establish a charter or other guidelines for the conduct of the Advisory Board’s activities, and the Board of Directors may modify or cancel such charter or guidelines at any time at the discretion of the Board of Directors. Members of the Advisory Board in their

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capacities as such shall not have any voting or approval or other rights with respect to the Corporation or its activities. The Board of Directors may, in its discretion, enter into such agreements or arrangements as the Board of Directors deems appropriate to memorialize the rights, restrictions and obligations applicable to the Advisory Board and its members, including any rights to indemnification from time to time deemed appropriate by the Board of Directors. Members of the Advisory Board may participate in a meeting thereof 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 in a meeting in such manner shall constitute presence in person at such meeting.

ARTICLE V 

OFFICERS

Section 5.01         Officers. The officers of the Corporation shall be a President and a Secretary, and such other officers as the Board of Directors may appoint, including a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, one or more Vice Presidents and such other officers, assistant or deputy officers and agents, as may be elected from time to time by or under the authority of the Board of Directors, who shall exercise such powers and perform such duties as are provided in these Bylaws and as may be determined from time to time by resolution of the Board of Directors. Any two or more offices may be held by the same person, but any person who holds more than one office may not act in more than one capacity to execute, acknowledge or verify any instrument required by applicable law to be executed, acknowledged or verified by more than one officer. The Chairman of the Board, if one is appointed, shall be a director, and the other officers may be directors.

Section 5.02         Chief Executive Officer. The Board of Directors may elect or appoint a Chief Executive Officer, who may also be the President. The Chief Executive Officer shall, subject to the direction and control of the Board of Directors, supervise and control the business and affairs of the Corporation. In general, the Chief Executive Officer shall perform all duties incident to the position of chief executive officer or as may be prescribed by the Board of Directors or these Bylaws from time to time.

Section 5.03         President. The President shall have general and active supervision over the business and affairs of the Corporation, shall insure that all lawful orders and resolutions of the Board of Directors are carried into effect, and,

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unless otherwise provided by the Board of Directors, shall preside at all meetings of the Board of Directors and of the Stockholders. The President shall have the authority to execute bonds, mortgages, and other contracts requiring a seal, under the seal of the Corporation, except where required by applicable law to be otherwise signed and executed, and except where the execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. If the Board of Directors has elected or appointed a Chief Executive Officer who is different than the individual appointed as President, the Board of Directors may provide that the President report to the Chief Executive Officer. If the Board of Directors has not elected or appointed a Chief Executive Officer or the office of Chief Executive Officer is otherwise vacant, then, unless otherwise determined by the Board of Directors, the President shall also have all of the powers and duties of the Chief Executive Officer. 

Section 5.04         Vice President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all of the powers of, and be subject to all of the restrictions upon, the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 5.05         Chairman of the Board. If the directors shall appoint a Chairman of the Board, the Chairman of the Board shall, when present, preside at all meetings of the Board of Directors and shall perform such other duties and have such other powers as may be vested in the Chairman of the Board by the Board of Directors.

Section 5.06         Chief Financial Officer. The Chief Financial Officer shall have general charge and supervision of the financial affairs of the Corporation, including budgetary, accounting and statistical methods, and shall approve payment, or designate others serving under him or her to approve for payment, all vouchers and warrants for disbursements of funds, and, in general, shall perform such other duties as are incident to the office of a chief financial officer of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him or her by the Board of Directors, the Chief Executive Officer (if one has been appointed), or, if a Chief Executive Officer has not been appointed, the President.

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Section 5.07         Secretary. The Secretary shall attend all meetings of Stockholders and the Board of Directors shall record or cause to be recorded all of the proceedings of the meetings of the Stockholders and of the Board of Directors in a book or books to be kept for that purpose, and shall perform like duties for any committee, when required. The Secretary shall give, or cause to be given, such notices as are required to be given in accordance with the provisions of these Bylaws or as required by applicable law or the Certificate of Incorporation. The Secretary shall have custody of the seal of the Corporation, and shall have the authority to affix the same to any instrument or document the execution of which in the name or on behalf of the Corporation is duly authorized, and when so affixed it may be attested by the signature of the Secretary. The Secretary shall see that the books, records and other documents required by applicable law (including the stock ledger and the records of the issue, transfer and registration of certificates for shares of the common stock of the Corporation) are properly kept and filed. The Secretary shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be prescribed by these Bylaws or may be assigned to him or her by the Board of Directors, the Chief Executive Officer (if one has been appointed), or, if a Chief Executive Officer has not been appointed, the President. 

         Section 5.08         Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by a resolution adopted by the Board of Directors, the President, the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Secretary, or the Corporation’s General Counsel may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to (a) cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation or other entity, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper and (b) exercise the rights of the Corporation in its capacity as a general partner of a partnership or in its capacity as a managing member of a limited liability company as to which the Corporation, in such capacity, is entitled to exercise pursuant to the applicable partnership agreement or limited liability company operating agreement, including without limitation to take or refrain from taking any action, or to consent in writing, in each case in the name of the Corporation as such general partner or

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managing member, to any action by such partnership or limited liability company, and may instruct the person or persons so appointed as to the manner of taking such actions or giving such consents, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Unless otherwise provided by a resolution adopted by the Board of Directors, any of the rights set forth in this Section 5.08 which may be delegated to an attorney or agent may also be exercised directly by the President, the Chief Executive Officer, the Chief Financial Officer, an authorized Vice President or the Corporation’s General Counsel.

Section 5.09         Election and Term of Office. Each officer of the Corporation shall be elected at each annual meeting of the Board of Directors, or as soon thereafter as possible, to hold office until the next annual meeting of the Board of Directors and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

Section 5.10         Compensation. The compensation of all officers of the Corporation shall be fixed from time to time by the Board of Directors.

Section 5.11         Removal, Resignation and Vacancies. All officers shall serve at the pleasure of the Board of Directors, and any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer may resign at any time by giving written notice of such resignation to the President or the Secretary at the principal office of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office and until a successor is elected and qualified.

Section 5.12         Additional Matters. In addition to the foregoing authority and duties, all of the officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board of Directors.

ARTICLE VI

STOCK

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Section 6.01         Certificates. The shares of Stock shall not be represented by certificates unless the Board of Directors provides by resolution or resolutions that some or all of any or all classes or series of such Stock shall be certificated shares. Any such resolution shall not apply to any uncertificated shares then outstanding until the holder of such shares thereafter requests in writing a certificate representing such shares from the Corporation. Every holder of shares of Stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers of the Corporation representing the number of shares registered in certificate form. Any of or all of the signatures on the certificate may be a facsimile or electronic. In case any officer, transfer agent or registrar who has signed or whose facsimile or electronic signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 6.02         Special Designation on Certificate. If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then to the extent required by applicable law or if determined by the Board of Directors, the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be identified or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock. In lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish, without charge to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 6.03         Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate for shares of Stock in the place of any certificate heretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. 

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Section 6.04         Transfer of Shares. Shares of Stock shall be transferable upon the Corporation’s books pursuant to the request of the holders thereof, in person or by their duly authorized attorneys or legal representatives, in the manner prescribed by law, the Certificate of Incorporation and in these Bylaws, upon surrender to the Corporation by delivery thereof (to the extent evidenced by a physical stock certificate) to the person in charge of the stock and transfer books and ledgers. Certificates representing such shares, if any, shall be cancelled and new certificates, if the shares are to be certificated, shall thereupon be issued. Shares of Stock that are not represented by a certificate shall be transferred in accordance with the Corporation’s stock transfer procedures and any requirements of applicable law. A record shall be made of each transfer. Whenever any transfer of shares of Stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented, both the transferor and transferee request the Corporation to do so. The Board of Directors shall have power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of certificates for shares of Stock.

ARTICLE VII 

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

 Section 7.01         Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or an officer or a member of the Advisory Board of the Corporation or, while a director, officer, or member of the Advisory Board of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of a subsidiary of the Corporation or of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a director, officer, member of the Advisory Board, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Wyoming  law, as the same exists or may hereafter be amended (but, in the case of any such amendment, if permitted, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including

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attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, that, except as provided in Section 7.02 of these Bylaws with respect to Proceedings to enforce rights to indemnification or Advancement of Expenses or with respect to any compulsory counterclaim brought by such Indemnitee, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Directors. 

            Section 7.02         Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 7.01 of these Bylaws, an Indemnitee shall also have the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in appearing at, participating in or defending any such Proceeding in advance of its final disposition or in connection with a Proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article VII (which shall be governed by Section 7.03 of these Bylaws) (hereinafter an “Advancement of Expenses”); provided, that, (a) if the Wyoming Business Corporation Act requires or (b) in the case of an advance made in a Proceeding brought to establish or enforce a right to indemnification or advancement, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery to the Corporation of an undertaking (hereinafter an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified or entitled to Advancement of Expenses under Section 7.01 and Section 7.02 of these Bylaws or otherwise.

Section 7.03         Right of Indemnitee to Bring Suit. If a claim under Section 7.01 or Section 7.02 of these Bylaws is not paid in full by the Corporation within (a) sixty (60) days after a written claim for indemnification has been received by the Corporation or (b) twenty (20) days after a claim for an Advancement of Expenses has been received by the Corporation, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim or to obtain Advancement of Expenses, as applicable. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an

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Undertaking, the Indemnitee also shall be entitled to recover the expenses incurred in prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Wyoming Business Corporation Act. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Wyoming Business Corporation Act, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article VII or otherwise shall be on the Corporation.

Section 7.04         Indemnification Not Exclusive.

 (a)          The provision of indemnification to or the Advancement of Expenses and costs to any Indemnitee under this Article VII, or the entitlement of any Indemnitee to indemnification or Advancement of Expenses and costs under this Article VII, shall not limit or restrict in any way the power of the Corporation to indemnify or advance expenses and costs to such Indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any Indemnitee seeking indemnification or Advancement of Expenses and costs may be entitled under any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such Indemnitee’s capacity as an officer, director, employee or agent of the Corporation and as to action in any other capacity; 

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(b)          Given that certain Jointly Indemnifiable Claims (as defined below) may arise due to the service of the Indemnitee as a director and/or officer of the Corporation at the request of the Indemnitee-Related Entities (as defined below), the Corporation shall be fully and primarily responsible for the payment to the Indemnitee in respect of indemnification or advancement of all expenses judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of the Certificate of Incorporation or these Bylaws (or any other agreement between the Corporation and such persons) in connection with any such Jointly Indemnifiable Claims, pursuant to and in accordance with the terms of this Article VII, irrespective of any right of recovery the Indemnitee may have from the Indemnitee-Related Entities. Any obligation on the part of any Indemnitee-Related Entities to indemnify or advance expenses to any Indemnitee shall be secondary to the Corporation’s obligation and shall be reduced by any amount that the Indemnitee may collect as indemnification or advancement from the Corporation. The Corporation irrevocably waives, relinquishes and releases the Indemnitee-Related Entities from any and all claims against the Indemnitee-Related Entities for contribution, subrogation or any other recovery of any kind in respect thereof. Under no circumstance shall the Corporation be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Corporation hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee with respect to indemnification or Advancement of Expenses with respect to any Jointly Indemnifiable Claim, the Indemnitee-Related Entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee against the Corporation, and the Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 7.04(b) of Article VII of these Bylaws, entitled to enforce this Section 7.04(b) of Article VII of these Bylaws.

For purposes of this Section 7.04(b) of Article VII, the following terms shall have the following meanings:

(1)         The term “Indemnitee-Related Entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Corporation or any other corporation,

Bylaws of My Palace Portal, Inc.27 

limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnitee has agreed, on behalf of the Corporation or at the Corporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an Indemnitee may be entitled to indemnification or Advancement of Expenses with respect to which, in whole or in part, the Corporation may also have an indemnification or advancement obligation.

              (2)         The term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any action, suit or Proceeding for which the Indemnitee shall be entitled to indemnification or Advancement of Expenses from both the Indemnitee-Related Entities and the Corporation pursuant to Wyoming  law, any agreement or certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Corporation or the Indemnitee-Related Entities, as applicable.

Section 7.05         Corporate Obligations; Reliance. The rights granted pursuant to the provisions of this Article VII shall vest at the time a person becomes a director or officer of the Corporation and shall be deemed to create a binding contractual obligation on the part of the Corporation to the persons who from time to time are elected as officers or directors of the Corporation, and such persons in acting in their capacities as officers or directors of the Corporation or of any subsidiary of the Corporation shall be entitled to rely on such provisions of this Article VII without giving notice thereof to the Corporation. Such rights shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VII that adversely affects any right of an Indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

Section 7.06         Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VII with respect to the indemnification and Advancement of Expenses of directors and officers of the Corporation.

Bylaws of My Palace Portal, Inc.28 

Section 7.07         Insurance. The Corporation shall at all times maintain insurance, at its expense, to protect all members of the Board of Directors against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Wyoming Business Corporation Act. The Corporation may additionally maintain insurance, at its expense, to protect itself and any officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the  Wyoming Business Corporation Act.

 ARTICLE VIII 

MISCELLANEOUS

Section 8.01         Fiscal Year. The fiscal year of the Corporation shall be fixed by a resolution of the Board of Directors and may be changed by the Board of Directors. The initial fiscal year of the Corporation shall be the calendar year.

Section 8.02         Seal and Attestation. The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal” and ‘‘Wyoming” and shall be in such form as shall be approved from time to time by the Board of Directors. The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, or otherwise reproduced.

Any officer of the Corporation is empowered to affix the corporate seal on all documents, and may attest the signature of any person executing an instrument on behalf of the Corporation. In the execution on behalf of the Corporation of any instrument, document, writing, notice or paper, it shall not be necessary to affix the corporate seal of the Corporation thereon, and any such instrument, document, writing, notice or paper when executed without said seal affixed thereon shall be of the same force and effect and as binding on the Corporation as if said corporate seal had been affixed thereon in each instance. 

            Section 8.03         Manner of Notice. Except as otherwise provided herein or permitted by applicable law, notices to directors and Stockholders shall be in writing and delivered personally or mailed to the directors or Stockholders at their addresses appearing on the books of the Corporation. Without limiting the manner by which

Bylaws of My Palace Portal, Inc.29 

notice otherwise may be given effectively to Stockholders, and except as prohibited by applicable law, any notice to Stockholders given by the Corporation under any provision of applicable law, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written notice to Stockholders who share an address if consented to by the Stockholders at that address to whom such notice is given. Any such consent shall be revocable by the Stockholder by written notice to the Corporation. Any Stockholder who fails to object in writing to the Corporation, within sixty (60) days of having been given written notice by the Corporation of its intention to send the single notice permitted under this Section 9.03 shall be deemed to have consented to receiving such single written notice. Notice to directors may be given in person, by mail or by e-mail, telephone, telecopier or other means of electronic transmission.

Section 8.04         Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of notice, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of Stockholders, the Board of Directors or members of a committee of the Board of Directors need be specified in a waiver of notice.

Section 8.05         Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

Section 8..06         Amendment of Bylaws. These Bylaws may be altered, amended or repealed, and new bylaws made, only by the affirmative vote of (a) a majority of the Board of Directors or (b) Stockholders representing at least 66-2/3% of the votes eligible to be cast in an election of directors of the Corporation.

Bylaws of My Palace Portal, Inc.30 

Bylaws of My Palace Portal, Inc.31 

CERTIFICATE OF DESIGNATION, PRIVILEGES, PREFERENCES AND RIGHTS

of

CLASS “A” COMMON STOCK Of My Palace Portal, Inc.

My Palace Portal, Inc., a corporation organized and existing under the laws of the State of Wyoming (the Corporation"), hereby certifies that the Board of Directors of the Corporation (the "Board of Directors" or the Board"), pursuant to authority of the Board of Directors as provided by Sections 17 16 602 et al of the Wyoming Business Corporation Act and in accordance with the provisions of its Certificate of Incorporation and Bylaws, has and hereby authorizes a Class of Common stock of the Corporation's authorized Common Stock, no par value (the Common Stock"), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof, as follows:

I. DESIGNATION AND AMOUNT

The designation of this Class which consists of 2,500,000 shares is the Class A Common Stock (Class A Common Stock") having $.001 par value per share.

II. DIVIDENDS

Dividends on the Class A Common Stock shall not be cumulative and, in any year, shall not be declared and/or paid unless and until: (a) dividends on all now or hereinafter issued and outstanding Preferred Shares have been declared and paid; and (b) a like dividend as is issued Class A Common Stockholders has been declared and paid to all other Classes of Common now or hereinafter issued and outstanding.

III. RANK

All shares of the Class A Common Stock shall rank equally to all other classes Corporation's Common Stock and junior to any class or series of capital stock of the Corporation hereafter created with the Majority Vote of the Board of Directors of the Company then in existence specifically ranking, by its terms, such new Class senior to the Class A Common Stock in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

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IV. CONVERSION

A. Conversion at the Option of the Holder. Each holder of shares of Class A Common Stock may, at any time and from time to time, convert (an "Optional Conversion") any portion of his shares of Class A Common Stock into a number of fully paid and nonassessable shares of Class B Common Stock at a conversion rate of one share of Class A Common Stock for 20 Shares of Class B Common Stock.  

B. Mechanics of Conversion. In order to effect an Optional Conversion, a holder shall fax (or otherwise deliver) a copy of the fully executed Notice of Conversion to the Corporation (Attention: Secretary) and as soon as is practicable thereafter, surrender or cause to be surrendered the original certificates representing the Class A Common Stock being converted (the "Class A Stock Certificates"), duly endorsed, along with a copy of the Notice of Conversion to the Corporation. Upon receipt by the Corporation of a facsimile copy of a Notice of Conversion from a holder, the Corporation shall promptly send, via facsimile, a confirmation to such holder stating that the Notice of Conversion has been received, the date upon which the Corporation expects to deliver the Class B Common Stock issuable upon such conversion and the name and telephone number of a contact person at the Corporation regarding the conversion. The Corporation shall not be obligated to issue shares of Common Stock upon a conversion unless either the Class A Common Shares are delivered to the Corporation as provided above, or the holder notifies the Corporation that such Class A Common Stock Certificates have been lost, stolen or destroyed and delivers the documentation to the Corporation required by Article VIII..(B) hereof.  

(i) Delivery of Class B Common Stock Upon Conversion. Upon the surrender of Class A Common Stock Certificates accompanied by a Notice of Conversion, the Corporation (itself, or through its transfer agent) shall, no later than the later of (a) the third business day following the Conversion Date or (b) the business day following the date of such surrender (or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article VIII. (B) (the "Delivery Period"), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the holder or its nominee that number of shares of Common Stock issuable upon conversion of such shares of Class A Common Stock being converted and a certificate representing the number of shares of Class A Common Stock not being converted, if any. Notwithstanding the foregoing, if the Corporation's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as the  

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certificates therefore do not bear a legend and the holder thereof is not then required to return such certificate for the placement of a legend thereon (pursuant to the terms of the, the Corporation shall cause its transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the holder by crediting the account of the holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the holder physical certificates representing the Common Stock issuable upon conversion. Further, a holder may instruct the Corporation to deliver to the holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

(ii) shall promptly issue such number of shares of Class B Common Stock, in accordance with subparagraph (i) above, as are not disputed. If such dispute involves the calculation of the Conversion Price, and such dispute is not promptly resolved by discussion between the relevant holder and the Corporation, the Corporation shall submit the disputed calculations to an independent outside accountant, via email or facsimile within three business days of receipt of the Notice of Conversion. The accountant, at the Corporation's sole expense, shall promptly audit the calculations and notify the Corporation and the holder of the results no later than three business days from the date it receives the disputed calculations. The accountant's calculation shall be deemed conclusive, absent manifest error. The Corporation shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph (i) above.

V. LIQUIDATION PREFERENCE

A. If the Corporation shall commence a voluntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law, or consent to the entry of an order for relief in an involuntary case under any law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law resulting in the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator ( or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order shall be un-

3

stayed and in effect for a period of 90 consecutive days and, on account of any such event, the Corporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up its affairs. ( each a "Liquidation Event"), no distribution shall be made to the holders of any shares of capital stock of the Corporation unless and until Senior Securities pursuant to the rights, preferences and privileges thereof, if any, shall have received the Liquidation Preference.

B. The purchase or redemption by the Corporation of stock of any class, in any manner permitted by law, shall not, for the purposes hereof, be regarded as a liquidation, dissolution or winding up of the Corporation.

VI. VOTING RIGHTS

(a) Except as otherwise required by law or in any Certificate of Designations, Preferences, Privileges and Rights ("Certificate of Designations") with respect to all matters upon which Stockholders are entitled to vote or to which Stockholders are entitled to give consent, the holders of any outstanding shares of Class A Common Stock and all other classes of Common Stock shall vote together without regard to class. Holders of Class A Common Stock shall be entitled to cast, in person or by proxy, 100 votes for each share of Class A Common Stock held by such shareholder.  

VII. PROTECTION PROVISIONS

So long as any shares of Class A Common Stock are outstanding, the Corporation shall not take any of the following corporate actions (whether by merger, consolidation or otherwise) without first obtaining the approval by vote or written consent of the holders of a majority of the issued and outstanding shares of the Class A Common Stock:

(i) alter or change the rights, preferences or privileges of the Class A Common Stock, or increase the authorized number of shares of Class A Common Stock;  

(ii) alter or change the rights, preferences or privileges of any capital stock of the Corporation so as to affect adversely the Class A Common Stock;  

(iii) redeem, repurchase or otherwise acquire, or declare or  

pay any cash dividend or distribution on any Junior Securities. Notwithstanding the foregoing, the Corporation shall, without the prior approval of the Majority

4

Holders, be entitled to repurchase Junior Securities from employees of the Corporation in connection with employee compensation plans approved by the Corporation's Board of Directors;

Notwithstanding the foregoing, no change pursuant to this Article VII shall be effective to the extent that, by its terms, it applies to less than all of the holders of shares of Class A Common Stock then outstanding.

VIII. MISCELLANEOUS

A. Cancellation of Class A Common Stock. If any shares of Class A Common Stock are redeemed or repurchased by the Corporation, the shares so redeemed shall be canceled, and shall not be issuable by the Corporation as Class A Common Stock.  

B. Lost or Stolen Certificates. Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Class A Common Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (without any bond or other security) reasonably satisfactory to the Corporation, or in the case of mutilation, the Class A Common Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Class A Common Stock Certificate(s) of like tenor and date.  

C. Payment of Cash; Defaults. Whenever the Corporation is required to make any cash payment to a holder under this Certificate of Designation (as payment of any Dividend, upon redemption or otherwise), such cash payment shall be made to the holder within five business days after delivery by such holder of a notice specifying that the holder elects to receive such payment in cash and the method (e.g., by check, wire transfer) in which such payment should be made and any supporting documentation reasonably requested by the Corporation to substantiate the holder's claim to such cash payment or the amount thereof. If such payment is not delivered within such five business day period, such holder shall thereafter be entitled to interest on the unpaid amount at a per annum rate equal to the lower of eighteen percent (18%) and the highest interest rate permitted by applicable law until such amount is paid in full to the holder. 

D. Remedies Cumulative. The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit a holder's  

5

right to pursue actual damages for any failure by the Corporation to comply with the terms of this Certificate of Designation. The Corporation acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of Class A Common Stock and that the remedy at law for any such breach may be inadequate. The Corporation therefore agrees, in the event of any such breach or threatened breach, that the holders of Class A Common Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

E. Waiver. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Class A Common Stock granted hereunder may be waived as to all shares of Class A Common Stock ( and the holders thereof) upon the written consent of the Majority Holders of Class A Common Stock unless a higher percentage is required by applicable law, in which case the written consent of the holders of not less than such higher percentage of shares of Class A Common Stock shall be required.  

F. Notices. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party. The addresses for such communications are (i) if to the Corporation to and (ii) if to any holder to the address set forth under such holder's name on the books and records of the Corporation.  

IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation this 26th day of March 2020.

Board of Directors of My Palace Portal, Inc

By______________________

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CERTIFICATE OF DESIGNATION,
PRIVILEGES, PREFERENCES AND RIGHTS

of

CLASS B COMMON STOCK

of

My Palace Portal, Inc.

My Palace Portal, Inc., a corporation organized and existing under the laws of the State of Wyoming (the “Corporation”), hereby certifies that the Board of Directors of the Corporation (the “Board of Directors” or the “Board”), pursuant to authority of the Board of Directors as provided  by Sections 17 16 602 et al  of the Wyoming Business Corporation Act and in accordance with the provisions of its Certificate of Incorporation and Bylaws, has and hereby authorizes a Class of Common Stock of the Corporation’s authorized Common Stock no par value per share (the “Common Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof, as follows:

I.  DESIGNATION AND AMOUNT

    The designation of this Class which consists of 25,000,000 shares is the Class B Common Stock (“Class B Common Stock”) having no par value of per share. 

II.  DIVIDENDS

            A. Dividends on the Class B Common Stock shall not be cumulative and, in any year, shall not be declared and/or paid unless and until dividends on all issued and outstanding Preferred Shares have been declared and paid.

III. RANK

All shares of the Class B Common Stock shall rank equally to all other classes Corporation’s Common Stock and junior to any class or series of capital stock of the Corporation hereafter created with the Majority Vote of the Board of Directors of

1

the Company then in existence  specifically ranking, by its terms, such new Class  senior to the Class B Common Stock in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

IV. LIQUIDATION PREFERENCE

A.     If the Corporation shall commence a voluntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law, or consent to the entry of an order for relief in an involuntary case under any law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law resulting in the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order shall be un-stayed and in effect for a period of 90 consecutive days and, on account of any such event, the Corporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up its affairs. (each a “Liquidation Event”), no distribution shall be made to the holders of any shares of capital stock of the Corporation  unless and until Senior Securities pursuant to the rights, preferences and privileges thereof, if any, shall have received the Liquidation Preference.

B.    The purchase or redemption by the Corporation of stock of any class, in any manner permitted by law, shall not, for the purposes hereof, be regarded as a liquidation, dissolution or winding up of the Corporation. 

 V. VOTING RIGHTS

(a)      Except as otherwise required by law or in any Certificate of Designations, Preferences, Privileges and Rights (“Certificate of Designations”) with respect to all matters upon which Stockholders are entitled to vote or to which Stockholders are entitled to give consent, the holders of any outstanding shares of Class A

2

Common Stock and Class B Common Stock shall vote together without regard to class.  Holders of Class A Common Stock shall be entitled to cast, in person or by proxy, 100 votes for each share of Class A Common Stock held by such shareholder. Holders of Class B Common Shares shall be entitled to cast, in person or by proxy, one vote for each share of Class B Stock held by such Shareholder.

VI. PROTECTION PROVISIONS

So long as any shares of Class B Common Stock are outstanding, the Corporation shall not take any of the following corporate actions (whether by merger, consolidation or otherwise) without first obtaining the approval by vote or written consent of the holders of a majority of the issued and outstanding  shares of the Class B Common Stock:

(i)   alter or change the rights, preferences or privileges of the Class B Common Stock, or increase the authorized number of shares of Class B Common Stock;

(ii)   alter or change the rights, preferences or privileges of any capital stock of the Corporation so as to affect adversely the Class B Common Stock;

(iii)   redeem, repurchase or otherwise acquire, or declare or pay any cash dividend or distribution on, any Junior Securities. Notwithstanding the foregoing, the Corporation shall, without the prior approval of the Majority Holders, be entitled to repurchase Junior Securities from employees of the Corporation in connection with employee compensation plans approved by the Corporation’s Board of Directors;

Notwithstanding the foregoing, no change pursuant to this Article VI shall be effective to the extent that, by its terms, it applies to less than all of the holders of shares of Class B Common Stock then outstanding.

VII. MISCELLANEOUS

A.   Cancellation of Class B Common Stock.  If any shares of Class B Common Stock are redeemed or repurchased by the Corporation, the shares so redeemed shall be canceled, and shall not be issuable by the Corporation as Class B Common Stock.

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B.    Lost or Stolen Certificates.  Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Class B Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (without any bond or other security) reasonably satisfactory to the Corporation, or  in the case of mutilation, the Class B Common Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Class B Common Stock  Certificate(s) of like tenor and date.   

C. Payment of Cash; Defaults.  Whenever the Corporation is required to make any cash payment to a holder under this Certificate of Designation (as payment of any Dividend, upon redemption or otherwise), such cash payment shall be made to the holder within five business days after delivery by such holder of a notice specifying that the holder elects to receive such payment in cash and the method (e.g., by check, wire transfer) in which such payment should be made and any supporting documentation reasonably requested by the Corporation to substantiate the holder’s claim to such cash payment or the amount thereof.  If such payment is not delivered within such five business day period, such holder shall thereafter be entitled to interest on the unpaid amount at a per annum rate equal to the lower of eighteen percent (18%) and the highest interest rate permitted by applicable law until such amount is paid in full to the holder.. 

D.Remedies Cumulative.  The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit a holder’s right to pursue actual damages for any failure by the Corporation to comply with the terms of this Certificate of Designation. The Corporation acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of Class B Common Stock and that the remedy at law for any such breach may be inadequate.  The Corporation therefore agrees, in the event of any such breach or threatened breach, that the holders of Class B Common Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. 

E.   Waiver.  Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Class B Common Stock granted hereunder may be waived as to all shares of Class B Common Stock (and the holders thereof) upon the written consent of the Majority Holders of Class B Common Stock  unless a higher percentage is required by

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applicable law, in which case the written consent of the holders of not less than such higher percentage of shares of Class B Common Stock shall be required.

F.   Notices.  Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party.  The addresses for such communications are (i) if to the Corporation to and (ii) if to any holder to the address set forth under such holder’s name on the books and records of the Corporation.

 IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation this 26th day of  March. 2020.   

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To: My Palace Portal Inc. 

2201 Long Prairie Rd, Ste 107-173 

Flower Mound, Texas 75022  

Ladies and Gentlemen:

1.Subscription. 

(a) The undersigned ("Investor") hereby irrevocably subscribes for and agrees to purchase shares (the "Shares") of Class B  Common Stock, par value $0.001 per share, of My Palace Portal Inc., a Wyoming corporation (the "Company").  Such purchases shall be made at a purchase price of $5.00 per share upon the terms and conditions set forth herein. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the "Securities." The rights and preferences of the Securities are as set forth in the Certificate of Designation, Privileges, Preferences and Rights of Class B Common Stock available in the Exhibits to the Offering Statement of the Company filed with the SEC (the 'Offering Statement"),  

(b) Investor understands that the Securities are being offered pursuant to an Offering Circular dated September 15, 2020 (the "Offering Circular"), filed with the SEC as part of the Offering Statement. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Investor to make an investment decision with respect to the Securities.  

(c)The Investor's subscription hereunder may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor's subscription is rejected, Investor's payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of investor's obligations hereunder shall terminate.  

(d) The aggregate number of shares of Non-voting Common Stock that may be sold by the Company in this offering shall  not exceed 1,000,000 shares (the "Maximum Shares"). The Company may accept subscriptions until May 31, 2021, unless earlier terminated by the Company in its sole discretion (the "Termination Date"). There is no minimum offering amount and the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date  

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.  

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3.Representations and Warranties of the Company. The Company represents and warrants to Investor that the following representations and warranties are true and complete in all material respects as of the date of each Closing, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have "knowledge" of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have "knowledge" of a particular fact or other matter if one of the Company's current officers has, or at any time had, actual knowledge of such fact or other matter.  

(a) Organization and Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Wyoming. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Securities and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.  

(b) Issuance of the Securities. The issuance, sale, and delivery of the Securities in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when issued, sold, and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable. The Company hereby agrees that there shall be reserved for issuance and delivery upon conversion of the Non-Voting Common Stock such number of shares of Common Stock into which such shares of Non-voting Common Stock shall then be convertible.  

(c) Authority for Agreement. The acceptance by the Company of this Subscription Agreement, and the consummation of the transactions contemplated hereby (including the issuance, sale, and delivery of the Securities), are within the Company's powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon the Company's acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.  

(d) No Filings. Assuming the accuracy of Investor's representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the acceptance, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.  

(e) Capitalization. The outstanding shares of Common Stock, Class A and Class B Common Stock of the Company immediately prior to Closing is as set forth in Securities Being Offered " in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including  

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conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Proceeds. The Company shall use the proceeds from the issuance and sale of the shares of Non-voting Common Stock sold in the offering as set forth in "Use of Proceeds" in the Offering Circular.  

(g) Financial Statements. Complete copies of the Company's financial statements, consisting of the statement of financial position of the Company as of May 31, 2020, and the related statements of income and cash flows for the respective periods then ended (collectively, the Financial Statements"), have been made available to Investor and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the respective periods indicated therein. Mosel & Ginn PLLC, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.  

(h) Litigation. Except as disclosed in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company's knowledge, currently threatened in writing (a) against the Company or (b) to the Company's knowledge, against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.  

4.Representations and Warranties of lnvestor. By subscribing to the Offering, Investor (and, if investor is purchasing the Shares subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of such Investor's Closing(s):  

(a) Requisite Power and Authority. Investor has all necessary power and authority under al1 applicable provisions of law to subscribe to the Offering, to execute and deliver this Subscription Agreement and to carry out the provisions thereof. All action on Investor's part required for the lawful subscription to the offering have been or will be effectively taken prior to the closing. Upon subscribing to the offering, this Subscription Agreement will be valid and binding obligations of Investor, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditor’s rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies. 

(b)Company Information. Investor understands that the Company is subject to all the risks that apply to early stage companies whether or not those risks are explicitly set out in the Offering Circular. Investor has had such opportunity as it deems necessary (which opportunity may have presented through online chat or commentary functions) to discuss the Company's business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company's operations and facilities. Investor has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Investor acknowledges that except as set forth herein, no representations or warranties have been made to Investor, or to Investor's advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.  

(c) Investment Representations. Investor understands that the Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Investor also understands that the  

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Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Investor's representations contained in this Subscription Agreement.

(d) Liquidity and Continued Economic Risk. Investor acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. The Company has no obligation to list any of the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of l 934, as amended) with respect to facilitating trading or resale of the Securities. Investor must bear the economic risk of this investment indefinitely and Investor acknowledges that Investor is able to bear the economic risk of losing Investor's entire investment in the Securities. Investor also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.  

(e)Accredited Investor Status or Investment Limits. Investor represents that either:  

(i)Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act; or  

(ii) The purchase price, together with any other amounts previously used to purchase Shares in this offering, does not exceed 10% of the greater of Investor's annual income or net worth (or in the case where Investor is a non-natural person, their revenue or net assets for such Investor's most recently completed fiscal year end). Investor represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.  

(f) Stockholder Information. Within five days after receipt of a request from the Company, Investor hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited status of the Company's stockholders. Investor further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.  

(g) Valuation. Investor acknowledges that the price of the shares of Securities to be sold in this offering was set by the Company on the basis of the Company's internal valuation and no warranties are made as to value. Investor further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that Investor's investment will bear a lower valuation.  

(h) Domicile. Investor maintains Investor's domicile (and is not a transient or temporary resident) at the address provided with Investor's subscription.  

(i) Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Investor's subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of Investor's jurisdiction.  

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5.Survival of Representations and Indemnity. The representations, warranties and covenants made by Investor herein shall survive the closing of this Subscription Agreement. Investor agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys' fees, including attorneys' fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by Investor to comply with any covenant or agreement made by Investor herein or in any other document furnished by Investor to any of the foregoing in connection with this transaction. 

6. Governing Law; Jurisdiction. The Investor and the Company acknowledges that (a) Section 27  of the Exchange Act  creates exclusive Federal jurisdiction over all suits brought to enforce any duty or liability by the Exchange  Act or the rules and regulations thereunder  and (b) Section 22 of the Securities Act  creates concurrent jurisdiction for Federal and State Courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. With respect to all other matters, and to the extent it may be enforceable, the Investor and the Company consent to the jurisdiction of any State or Federal Court of competent jurisdiction located within the State of Texas and no other place and irrevocably agrees that all actions or proceedings relating hereto may be litigated in such courts. The Investor and the Company each and unconditionally accepts the exclusive jurisdiction of the aforesaid courts and waives any defense of Forum Non Conveniens and irrevocably agrees to be bound by any judgment rendered thereby. Additionally, the Investor and the Company irrevocably consent to the service of process out of any of the aforesaid Courts in the manner and at the address specified in Section 8 of this Subscription Agreement. 

7.Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed on the date of such delivery to the address of the respective parties as follows:  

If to the Company:                           With copy to: 

My Palace Portal, Inc.     Cass Karamidas Law Firm 

2201 Long Prairie Rd Ste 107-173801 E Campbell Rd, Ste 625 

Flower Mound, Texas75022       Richardson, Texas 75801 

If to Investor. At the Investor’s address supplied in connection with this subscription, or to such other address as may be specified by written notice, from time to time, by the party entitled to receive such notice. Any notices, requests, demands or other communications by email shall be confirmed by letter given in accordance with (a) or (b) above

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8. Miscellaneous

(a)All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural. 

(b)This subscription agreement is not transferable or assignable by Investor. 

(c)The representations, warranties and agreements contained therein shall be deemed to be made by and be binding upon Investor, and it is, executive orders, administrators and successes which are newer to the benefit of the company and its successes and signs. 

(d) None of the provisions of this Subscription Agreement may be waived, changed, or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Investor.  

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.  

(f) The invalidity, illegality, or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.  

(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.  

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.  

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.  

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.  

(k) If any recapitalization or other transaction affecting the stock of the Company is affected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.  

(I) No failure or delay by any patty in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.  

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9. Subscription Procedure.

Each Investor, by providing his or her name and subscription amount and clicking "accept" and/or checking the appropriate box on the Platform (Online Acceptance"), confirms such Investor's investment through the Platform and confirms such Investor's electronic signature to this Agreement. Investor agrees that his or her electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Agreement and Online Acceptance establishes such Investor's acceptance of the terms and conditions of this Agreement.

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My Palace Portal, Inc

Vendor Membership Agreement

11.8.12

This Agreement for My Palace Portal, Inc Vendor Membership (hereinafter "Agreement") is made and effective the

PARTIES TO THE AGREEMENT

BETWEEN:My Palace Portal, Inc, Inc. (hereinafter “My Palace Portal, Inc"), a corporation organized and existing under the laws of the state of Wyoming, with headquarters and contact information as noted below. 

Headquarters Location:

2201 Long Prairie Road, Suite 107-173

Flower Mound, Texas 75022

(214)883-3388

Jeff@JeffBrand.com

AND:       (Company Name) (hereinafter "Vendor"), a business establishment organized and actively existing under the laws of the State or Province of       (State/Providence), with headquarters, operations, office and contact information as noted below.   

AND:       (Authorized Vendor Representative Name), a representative of Vendor operating under the same terms and conditions as Vendor. 

Address:

______________________________________________________________________________________________

______________________________________________________________________________________________

______________________________________________________________________________________________

Authorized Rep Office Phone Number: ______________________________________________________________

Authorized Rep Email Address: ____________________________________________________________________

For the purpose of Agreement, the term “Vendor” shall be used to reference both Vendor and authorized vendor representative as defined herein the “Parties to the Agreement” paragraph.

In consideration of the terms and covenants of this Agreement, and other valuable consideration, the parties agree as follows:

1.Recitals  

a.My Palace Portal, Inc owns and operates an Internet website located at www.My Palace Portal, Inc.com (hereinafter “Site”) to provide a one-stop household command center and home management tool for owners of residential property (defined as Subscribers) who register themselves and their associated properties (hereinafter “Property”) for active My Palace Portal, Inc Subscriber memberships (hereinafter “Subscriber Membership”).  Site allows Subscriber to organize and track home maintenance items, oversee home improvements, monitor home equity and access vendors, resources, valuable data and other useful homeowner tools for the intent to properly maintain Property and help sustain its value.  As an active member, Subscriber shall receive promotions, discounts and special offers given by participating area vendors, retailers, restaurants, etc. with My Palace Portal, Inc Vendor membership (hereinafter “Membership”).  Subscriber with active Subscriber Membership shall also receive “concierge services” from a dedicated, local My Palace Portal, Inc-participating real estate professional (hereinafter “Affiliate”).  Concierge services provided by Affiliate shall include, but are not limited to, one-on-one consultations, expertise for real estate questions, relevant real estate-related information, home and market advice, market analysis, recommendations and, if applicable, contractual home buying and home selling services.   

b.Site contains graphical and text-based descriptions of My Palace Portal, Inc’s service offerings, functionality for documenting and tracking home-related activity, resources library, various online tools and vendor database with future plans for online Vendor advertisements.   

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My Palace Portal, Inc Vendor Membership Agreement, cont’d

c.Vendors with active Membership shall have applicable hypertext links to associated Vendor Internet sites (hereinafter “Vendor Site”). In the case where Subscriber selects a hypertext link to access My Palace Portal, Inc-related databases, resources and Vendor Sites, Subscriber is transported to the URL for the related linked site. 

2.Vendor owns and operates a business providing products and/or services (hereinafter “Offerings”) to consumers, including My Palace Portal, Inc Subscribers, seeking such Offerings.  Offerings provided by Vendor are: 

a.Characterized under the following category(ies): 

i.________________________________________________________________________________________ 

b.Vendor may or may not own or operate a Vendor Site to support Vendor Offerings. 

c.(Please select one.) 

3. ☐  Vendor does NOT own and/or operate a Vendor Site; 

i.      (Vendor Site Address) (herein grouped under the term “Vendor Site”) and the current subject matter of the content of Vendor Site is described as follows: 

ii.________________________________________________________________________________________ 

iii.________________________________________________________________________________________ 

b.Vendor shall enroll in Membership and is responsible for associated fees and contractual commitment to My Palace Portal, Inc. 

5.Required Vendor Qualifications and Representation  

a.Vendor must be fully operational and open for business with non-restrictive capabilities, incorporating appropriate training/education, licensing and preparedness to provide Offerings as described herein this Agreement to My Palace Portal, Inc Subscribers seeking Vendor Offerings. Vendor shall conduct operations and supply Offerings in, and in accordance with, the State or Providence stated herein Agreement, and all applicable national, regional and local governing entities.  Vendor shall be accountable for pursuing, maintaining and adhering to all applicable industry and industry-governing requirements to ensure Vendor’s active and compliant conduct and participation as described herein My Palace Portal, Inc’s Agreement.  Vendor shall keep My Palace Portal, Inc updated to all relevant and significant information and conditions pertaining to Vendor’s status, capabilities, and compliances utilizing methods described in paragraph 12 herein Agreement. 

b.Vendor qualifications and representation expressly noted above are expected throughout the full term of Agreement, including automated Agreement renewals. 

c.By executing below, Vendor represents that it meets such qualifications.   

6.Vendor Membership  

a.Vendor shall enroll and maintain active enrollment in Membership, which permits Vendor’s inclusion as a listed vendor resource in Site’s designated vendor section(s).  

7.General Vendor Membership 

a.Services: Vendor with associated contact information, including hypertext link to Vendor Site if applicable, shall be listed under the appropriate vendor and/or service category within Vendor’s defined local service area(s) of the My Palace Portal, Inc vendor database, which is accessible to Subscribers via Site’s designated vendor section(s). 

b.Setup Fee:  Vendor shall pay to My Palace Portal, Inc a non-refundable, one (1)-time setup fee of  

i.$0.00 to establish an active My Palace Portal, Inc Vendor account with General Vendor Membership. Vendor setup fees shall be paid at the time Vendor’s signed Agreement is submitted to My Palace Portal, Inc. 

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My Palace Portal, Inc Vendor Membership Agreement, cont’d

c.Membership Fee:  Vendor shall pay to My Palace Portal, Inc a Membership fee of $79.00 per month, on or before the first day of every month for the term of General Vendor Membership or  $799.00 for the 12 month term paid in advance 

8.Membership Terms and Conditions  

a.Vendor shall adhere to the following terms and conditions applicable to Membership. 

9.Terms of Payment: Payment of applicable fees, including, but not limited to, setup fees and monthly fees, shall be charged to an active credit card issued to Vendor pursuant to an authorization which shall be maintained on file with My Palace Portal, Inc.  The My Palace Portal, Inc Vendor Membership Credit Card Form (hereinafter “Credit Card Form”) is presented as “Exhibit A.” Vendor shall submit completed Credit Card Form, along with signed Agreement, to My Palace Portal, Inc for authorization and payment processing.  Applicable Vendor setup fees and first month’s fees shall be charged at the time Vendor’s signed Agreement is submitted to My Palace Portal, Inc 

i.Vendor shall pay any sales and other taxes based upon the fees set forth therein. 

ii.Applicable Membership fees are subject to change upon each Renewal Date.  Notwithstanding the foregoing, My Palace Portal, Inc shall notify Vendor of any Membership fee change not less than thirty (30) days prior to the Renewal Date upon which such change shall apply.  Notwithstanding any other provision in this Agreement to the contrary, no portion of applicable fees shall be refunded or prorated. 

iii.Failure of Vendor to maintain a valid credit card authorization with My Palace Portal, Inc shall constitute a material breach of this Agreement.  My Palace Portal, Inc shall charge interest and service charges on monthly accounts that are delinquent at the maximum rates allowable by law.  Vendor will be responsible for all collection costs and associated fees, including, but not limited to, attorney fees, if such action is necessary to pursue collection efforts and collect on an account.  My Palace Portal, Inc reserves the right to suspend Membership services until Vendor’s account is brought current, and reserves the right to terminate this Agreement if any Membership fee is delinquent. 

10.Term of Membership:  The term of Membership is one (1) year and shall automatically renew upon the anniversary of the date that this Agreement is signed by Vendor, unless either party terminates the agreement in writing not less than thirty (30) days prior to the Renewal Date via methods described in paragraph 12 herein Agreement.  Multiple-term Memberships are accepted.  Notwithstanding the foregoing, all provisions relating to competition against My Palace Portal, Inc and My Palace Portal, Inc’s Proprietary Data Compilations shall survive any termination pursuant to this paragraph. 

11.Proprietary Rights  

a.My Palace Portal, Inc shall retain all proprietary rights in and to its respective Sites and other proprietary materials, such as copyrights, trademarks, trade secrets, patents and confidential information. My Palace Portal, Inc does not grant others any rights in and to such proprietary material.  Upon termination of this Agreement, My Palace Portal, Inc agrees to remove the hyperlink provided by Vendor from Site within a reasonable time. 

12.Representations and Warranties  

a.Vendor represents and warrants that content provided for inclusion in Site’s designated vendor section(s) is not false and misleading, does not contain any untrue, defamatory, harmful, abusive, vulgar or obscene materials, is in compliance with all applicable laws, does not infringe upon the rights of any other party, including, but not limited to, copyrights, trademarks, privacy rights, moral rights, trade secrets, patents and any other rights. Vendor also warrants and represents that it has the unrestrictive and exclusive right to use all such materials. 

b.My Palace Portal, Inc makes no warranties that Vendor content contained on Site will be free from errors or defects or that the use of the hypertext link or access to its site will be uninterrupted. MY PALACE PORTAL, INC SPECIFICALLY DISCLAIMS  

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My Palace Portal, Inc Vendor Membership Agreement, cont’d

ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ON THE RIGHTS OF THIRD PARTIES. IN NO EVENT SHALL MY PALACE PORTAL, INC BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SALES OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS' FEES), EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.

13.Indemnification  

a.Vendor will indemnify and hold My Palace Portal, Inc harmless from and against any claims, suits, threats, demands, settlements, actions, causes of action, liabilities, obligations and all other matters, including, but not limited to, court costs, attorney fees, witness fees, settlement fees and all other direct and indirect expenses and losses that may occur arising from the breach of any of the representations and warranties that Vendor has made to My Palace Portal, Inc and otherwise arising directly or indirectly from the placement of its content on Site.  

14.Force Majeure  

a.My Palace Portal, Inc will not be responsible for any failure or delay in performance hereunder that is directly or indirectly related to acts of nature, acts of God, act of terrorism, utility outages or interruptions, system transmission failure, server failure, strike, lockout or any other situation which is beyond its control. 

15.Termination  

a.Vendor may terminate this Agreement, with or without cause, by giving thirty (30) days advance written notice of its intent to terminate utilizing methods described in paragraph 12 herein Agreement.  My Palace Portal, Inc reserves the right to terminate this Agreement for any reason, with or without cause, upon thirty (30) days written notice to Vendor utilizing methods described in paragraph 12 herein Agreement. 

16.Entire Agreement  

a.This Agreement and the Exhibits hereto constitute the entire Agreement and understanding between the parties with respect to the subject matter hereof. It supersedes and replaces all previous discussions, negotiations, and understandings between the parties. This Agreement may only be amended by a written amendment signed by authorized representative of both of parties.  

17.Assignment  

a.Vendor is not permitted to assign its rights or responsibilities hereunder. If any dispute or lawsuit between the parties arises relative to this Agreement, the prevailing party will be entitled to an award of reasonable attorney fees and costs. 

18.Notices  

a.Any and all notices to be given under this Agreement by either party to the other must be in writing via postal mail or electronic mail (email).  Postal mail: a notice may be personally delivered or sent by registered or certified mail, postage prepaid, with return receipt requested. Mailed notices are to be addressed to the parties at the addresses appearing in the introductory paragraph herein Agreement. Notices delivered personally are deemed communicated as of actual receipt; mailed notices are deemed communicated as of five (5) business days after mailing.  Email: a notice may be electronically delivered via email addressed to the parties at the email addresses appearing in the introductory paragraph herein Agreement.  Communications sent via text messaging, instant messaging, and the like, are not acceptable.  Note that either party may change its mailing address or email address through written notice via postal mail or email and in accordance with herein paragraph. 

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My Palace Portal, Inc Vendor Membership Agreement, cont’d

19.Governing Law  

a.This Agreement is governed by and is to be construed in accordance with the laws of the State of Texas. Any and all legal actions relative hereto shall exclusively lie in Denton County, Texas. 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

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My Palace Portal, Inc Vendor Membership Agreement, cont’d

Exhibit A: My Palace Portal, Inc Vendor Membership

Credit Card Information – Vendor Listing Details

VENDOR INFORMATION

CREDIT CARD INFORMATION

By signing the above, I acknowledge I am fully responsible for enrollment in My Palace Portal, Inc Vendor Membership and Advertising, if applicable, and all related Vendor fees.

VENDOR MEMBERSHIP

VENDOR LISTING DETAILS

Providing this information constitutes your permission for My Palace Portal, Inc to contact you regarding related information via phone, mail and email.

¾  Office Use Only ¾

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My Palace Portal, Inc Vendor Membership Agreement, cont’d

ã All Rights Reserved, My Palace Portal, Inc, Inc. 2012.Page 7 of 6