UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer o | Accelerated filer o |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o
As of September 27, 2022, there were and shares of the Registrant’s Class A and Class D Common Stock outstanding, respectively, par value $0.0001 and $0.0001, respectively.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ATLIS MOTOR VEHICLES, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses and other assets | ||||||||
| Other receivables | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Construction in progress | ||||||||
| Intangible assets, net | ||||||||
| Right-of-use assets | ||||||||
| Security deposits | ||||||||
| Vendor deposits | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Payroll tax liabilities | ||||||||
| Advanced customer deposits | ||||||||
| Paycheck protection program loan | ||||||||
| Current portion of deferred rent | ||||||||
| Current portion of lease liability | ||||||||
| Total current liabilities | ||||||||
| Deferred rent | ||||||||
| Lease liability, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 9) | ||||||||
| Stockholders' equity | ||||||||
| Class C Stock, par value $; shares authorized; shares issued and outstanding at June 30, 2022; issued and outstanding at December 31, 2021. | ||||||||
| Class D Stock, par value $; authorized; issued and outstanding at June 30, 2022; issued and outstanding at December 31, 2021. | ||||||||
| Class A Common stock, par value $; shares authorized; issued and outstanding as of June 30, 2022; issued and outstanding as of December 31, 2021. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| -1- |
ATLIS MOTOR VEHICLES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Stock based compensation | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Advertising | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Paycheck protection program forgiveness | ||||||||||||||||
| Loss on disposal of property and equipment | ( | ) | ( | ) | ||||||||||||
| Other income (expense) | ( | ) | ( | ) | ||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share, basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding used in computing loss per share: | ||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| -2- |
ATLIS MOTOR VEHICLES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Three Months Ended June 30, 2022 | ||||||||||||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||||||||||
| Class A | Class C | Class D | ||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount | Securities Receivable | Additional Paid-in Capital | Accumulated Equity (Deficit) | Total | |||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Common Stock issued for cash | ||||||||||||||||||||||||||||||||||||||||
| Shares issued for services and rent guarantees | ||||||||||||||||||||||||||||||||||||||||
| Series D Stock Issued | ||||||||||||||||||||||||||||||||||||||||
| Exchange of Class C to Class A | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Stock based compensation | ||||||||||||||||||||||||||||||||||||||||
| Net Loss | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2021 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||||||||||||||
| Class A | Class C | Class D | |||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount | Securities Receivable | Additional Paid-in Capital | Accumulated Equity (Deficit) | Total | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||
| Common Stock issued for cash | |||||||||||||||||||||||||||||||||||||||||
| Shares issued for services and rent guarantees | |||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | |||||||||||||||||||||||||||||||||||||||||
| Net Loss | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2022 | ||||||||||||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||||||||||
| Class A | Class C | Class D | ||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount | Securities Receivable | Additional Paid-in Capital | Accumulated Equity (Deficit) | Total | |||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | - | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
| Common Stock issued for cash | ||||||||||||||||||||||||||||||||||||||||
| Shares issued for services and rent guarantees | ||||||||||||||||||||||||||||||||||||||||
| Series D Stock Issued | ||||||||||||||||||||||||||||||||||||||||
| Exchange of Class C to Class A | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Stock based compensation | ||||||||||||||||||||||||||||||||||||||||
| Net Loss | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
ATLIS MOTOR VEHICLES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Six Months Ended June 30, 2021 | ||||||||||||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||||||||||
| Class A | Class C | Class D | ||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount | Securities Receivable | Additional Paid-in Capital | Accumulated Equity (Deficit) | Total | |||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Common Stock issued for cash | ||||||||||||||||||||||||||||||||||||||||
| Shares issued for services and rent guarantees | ||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | ||||||||||||||||||||||||||||||||||||||||
| Net Loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| -3- |
ATLIS MOTOR VEHICLES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization right of use assets | ||||||||
| Employee stock based compensation | ||||||||
| Non-employee stock compensation | ||||||||
| Forgiveness of Paycheck Protection Loan | ( | ) | ||||||
| Loss on the sale of property and equipment | ||||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Other receivables | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ||||||||
| Payroll tax liabilities | ( | ) | ( | ) | ||||
| Deferred revenue | ||||||||
| Deferred rent | ( | ) | ||||||
Security Deposits | ( | ) | ( | ) | ||||
Vendor Deposits | ||||||||
| Operating lease liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Addition of intangible assets | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from Stock Issuance | ||||||||
| Proceeds from Paycheck Protection Loan | ||||||||
| Net cash provided by financing activities | ||||||||
| Net (decrease) increase in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| -4- |
ATLIS MOTOR VEHICLES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | Organization and Basis of Presentation |
Organization
ATLIS Motor Vehicles Inc. (“the Company” or “ATLIS”), a Delaware corporation based in Mesa, Arizona, was incorporated in 2016. ATLIS is a vertically integrated, mobility technology company developing products that will power work. The Company is working toward production of an electric vehicle technology platform for heavy and light duty work trucks for individual and fleet use in agriculture, service, utility, and construction industries, amongst others. To meet the towing and payload capabilities of legacy diesel-powered vehicles, ATLIS has developed proprietary battery technology and a modular system architecture capable of scaling to meet the specific needs of the all-electric vehicle.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements are presented on the same basis as the Company’s Annual Report on Form 1-K for the year ended December 31, 2021 (“2021 Form 1-K") filed with the Securities and Exchange Commission (“SEC") on May 16, 2022 pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Company has made its disclosures in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation with respect to interim financial statements, have been included. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto in the 2021 Form 1-K.
Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
During the six month
period ended June 30, 2022, the Company incurred a net loss of $
The Company continues to raise capital
through stock sales and investment campaigns. In the six months ended June 30, 2022, the Company raised $
These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these financial statements are issued. Company management is addressing this risk by pursuing all available options for funding.. The Company’s success is dependent upon achieving strategic and financial objectives, including accessing capital through public markets. ATLIS has spent the last several years developing technology that will electrify work. In 2021, the Company delivered on its commitment to build and test what we believe is superior battery technology and to successfully deliver the XT prototype. In 2022, we plan to become continue to make progress toward revenue generation and to secure sufficient funding to execute on our operational milestones.
Change in Accounting Policy
The Company has opted for an effective
adoption date of January 1, 2022 for the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) No. 2016-02, Leases. As a result of implementation, the Company recorded a right of use asset, current
portion of lease liability and lease liability, net of current portion in the amounts of $
| -5- |
| 2. | Recent Accounting Pronouncements and Summary of Significant Accounting Policies |
Recent Accounting Pronouncements
In December 2019, the FASB issued Accounting Standards Update, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (“ASC 740”). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company does not expect this update to have a material impact on its consolidated financial statements.
The Company has reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a material impact on its consolidated financial statements.
Summary of Significant Accounting Policies
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. To the extent that there are material differences between these estimates and our actual results, our financial condition or results of operations may be affected.
Segment Reporting
We evaluated segment reporting in accordance with Accounting Standards Codification 280 – Segment Reporting (“ASC 280”) and concluded that the Company is comprised of one operating segment. The Company reports segment information based on the operating results regularly reviewed by the chief operating decision maker to make decisions about resource allocation and the performance of the business.
Concentration of Credit Risks
The Company is subject to concentrations of credit risk primarily from cash and cash equivalents.
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company did not have any cash equivalent balances at June 30, 2022 or December 31, 2021.
The Company’s cash and cash
equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation
(“FDIC”) up to $
Advertising
The Company began utilizing
media networks, including, but not limited to online and social media presence to build awareness for the product and brand. Advertising
costs for the three and six months ended June 30, 2022 were $
Income Taxes
Income taxes are accounted for in accordance with the provisions of ASC 740. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly.
Long-Lived Assets
In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There were no impairment charges for the three or six months ended June 30, 2022.
| -6- |
Research and Development Expenses
Research and development costs are
charged to operations when incurred and are included in the operating expenses on the unaudited condensed consolidated statements of
operations. Research and development expenses were $
| 3. | Property and Equipment |
Property and equipment consist of the following:
June 30, 2022 | December 31, 2021 | |||||||
| Leasehold improvements | $ | $ | ||||||
| Office equipment | ||||||||
| Tools and plant equipment | ||||||||
| Vehicles | ||||||||
| Less—Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
The Company recorded depreciation
expense related to property and equipment in the amount of $
In accordance with ASC 360-10, the Company evaluated its long-lived assets for potential impairment. We determined that a potential triggering event occurred due to ongoing losses during the quarter; however, since the assets were recently purchased and as the estimated useful life of these assets was not impacted by the Company’s ongoing losses, Management determined no impairment was necessary.
| 4. | Intangible Assets |
Intangible assets consist of the following:
June 30, 2022 | December 31, 2021 | |||||||
| Patents | $ | $ | ||||||
| Less—Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
ATLIS recorded amortization expense
related to the
| 5. | Income Taxes |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
At December 31, 2021, the Company had net
operating loss carryforwards of approximately $
| -7- |
In December 2017, the U.S. Tax Cuts and
Jobs Act of 2017 ("Tax Act") was enacted into law which significantly revises the Internal Revenue Code of 1986, as amended.
The newly enacted federal income tax law, among other things, contains significant changes to corporate taxation, including a flat corporate
tax rate of
The current income tax benefit of $
The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. At June 30, 2022 and 2021 the Company did not have any unrecognized uncertain tax positions or any associated interest and penalties.
| 6. | Paycheck Protection Program Loan |
On February 11, 2021, ATLIS was granted
a loan from Washington Federal Bank, in the aggregate amount of $
On April 30, 2020, ATLIS was granted
a loan from Washington Federal Bank, in the aggregate amount of $
| 7. | Net Loss per Share |
Net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. For the three and six months ended June 30, 2022, and 2021, respectively, the Company’s basic and diluted net loss per share are the same because the Company generated a net loss for the periods and potentially dilutive securities are excluded from diluted net loss per share because they have an anti-dilutive impact. The Company’s basic net loss per share was $ and $ for the three and six months ended June 30, 2022, respectively. The Company’s basic net loss per share for the three and six months ended June 30, 2021 was $ and $, respectively.
| 8. | Leases |
The Company adopted ASC 842, Leases (“ASC 842”), on January 1, 2022. Consequently, financial information has not been updated for dates and periods before January 1, 2022. Additionally, the Company chose to elect certain relief options offered in ASC 842 including the package of practical expedients, the option to account for separate lease and non-lease components as a single unit, and the option to exclude right-of-use assets and lease liabilities that arise from short term leases (i.e. leases with terms of twelve months or less). Under ASC 842, the Company determines if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. The Company’s leases consist of mixed-use office and warehouse space in Mesa, Arizona. The Company’s lease terms may include options to terminate the lease when it is reasonably certain that the Company will exercise such options. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Our lease agreements do not contain any material residual value guarantees, material restrictions or covenants. The Company used an incremental borrowing rate of 3.25% to determine the present value of fixed lease payments based on the United States Prime borrowing rate at the lease commencement date, as the rate implicit in the lease was not readily determinable.
| -8- |
The Company’s aggregate lease maturities as of June 30, 2022, are as follows:
| Year | ||||
| 2022 (remaining 6 months) | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| Total minimum lease payments | ||||
| Less imputed interest | ( | ) | ||
| Total operating lease liabilities | $ |
| 9. | Commitments and Contingencies |
Legal Proceedings
The Company is not currently subject to any material legal proceedings, nor, to the Company’s knowledge, are any material legal proceedings threatened against the Company. From time to time, ATLIS may be a party to certain legal or regulatory proceedings in the ordinary course of business. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, management does not expect that any such future proceedings will have a material effect on the Company’s financial condition or results of operations.
| 10. | Select Balance Sheet Accounts |
Vendor Deposits
ATLIS paid $58,312 to Salt River Project,
the Arizona utility company, as a refundable deposit for engineering services for implementation of additional electricity capacity to
facilitate the development of ATLIS 1.5MW AMV charging capabilities. Additionally, the Company recorded a total of $30,512 in 2021 for
deposits on equipment purchases to be delivered at future dates. At June 30, the company had total Vendor Deposits of $ compared
to $
Payroll Tax Liability
The Company has payroll tax obligations of $262 at June 30, 2022. The Company’s payroll tax obligation was $56,728 at December 31, 2021.
| June 30, 2022 | December 31, 2021 | |||||||
| Federal Payroll Taxes | $ | $ | ||||||
| State Payroll Taxes | ( | ) | ||||||
| Total Payroll Taxes Payable | $ | $ | ||||||
Advanced Customer Deposits
The Company defers the recognition of revenue when cash payments
are received or due in advance of satisfying the Company’s performance obligations, including amounts which are refundable. As of
June 30, 2022 the deferred revenue balance of $
| -9- |
| 11. | Stock Based Compensation |
The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, (“ASC 718”). Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period, which is the vesting period.
Prior to and up until the quarter ended September 30, 2021, the Company awarded employees grants in common stock as part of employee compensation, which typically vested over four years. Upon vesting, the company recorded employee stock compensation to additional paid-in-capital as the shares were vested but not issued. The share value was calculated based on the most recent funding event. Subsequently, the Company changed its accounting policy to value company shares based on appraisal of fair market value that considered all available information material to the value of the Company, including the present value of anticipated future cash flows and other relevant factors such as a discount for lack of marketability. The same method was applied retrospectively to value stock grant awards in prior years. As a result, the company revised the previously recorded share-based compensation expenses based on the use of the appraisal method.
On August 24, 2021, the Company offered employees the option to convert their vested stock grants into stock options at weighted average conversion ratio of approximately options for every share grant. A condition of the conversion was the relinquishment of all prior awarded stock through the August 24, 2021 conversion date. Although not all, a majority of former and current employees at the time elected to convert their shares to options. The Company accounted for this transaction as a modification as per ASC 718. As a result, the company recorded approximately $ of incremental compensation expense as of December 31, 2021.
The originally vested stock grants were
unissued as of the modification date with the exception of
On August 24,2021, the Company issued Class D stock to the CEO and the President.
Between August 24, 2021 and December 31, 2021, ATLIS awarded options to new employees, non-employees and to our Director of Board.
In the six months ended June 30, 2022, ATLIS awarded options to new employees, non-employees and to our Directors of Board.
The Company recorded $ and $ in stock based compensation expense for the three and six month periods ended June 30, 2022, respectively. The Company recorded stock based compensation expense of $ and $ for the three and six month periods ended June 30, 2021, respectively.
The Company uses the Black-Scholes option-pricing method for valuing stock option awards. Calculating the fair value of stock option awards requires the input of subjective assumptions. Other reasonable assumptions could provide differing results. The fair value of stock options at the grant date was determined using the following assumptions for the three and six months ended June 30, 2022. The Company did not have any stock options for the three and six months ended June 30, 2021.
| Three and Six Months Ended June 20, 2022 | ||
| Expected average life (years) | ||
| Expected volatility | ||
| Risk-free interest rate | ||
| Expected dividend yield |
Compensation expense was determined by applying the Black-Scholes model on the appraised value of the underlying share price for each stock on the grant date.
| -10- |
| Options * | RSUs | |||||||||||||||||||
| Shares | Weighted average exercise price | Weighted average contractual term (in years) | Shares | Weighted average grant date fair value | ||||||||||||||||
| Outstanding, December 31, 2021 | $ | |||||||||||||||||||
| Granted | - | |||||||||||||||||||
| Exercised | - | - | - | |||||||||||||||||
| Forfeited | - | |||||||||||||||||||
| Expired | - | - | - | |||||||||||||||||
| Outstanding, June 30, 2022 | $ | |||||||||||||||||||
| Exercisable, June 30, 2022 | $ | ** | ||||||||||||||||||
Common Stock
The total number of shares of common stock which the Company shall have authority to issue is at $ par value per share.
In 2021 and 2022, the Company issued Class D shares of Common Stock. These shares are not traded openly or available for sale to the public. Class D shares are offered only to executive officers of ATLIS. Each class D share of common stock is granted two votes compared to Class A shares of common stock which are granted one vote per share. The shares of Class D Stock are not entitled to receive any dividends or any distribution on a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Class D shares are not convertible, are deemed to have no economic value, and upon a holder’s cessation of service to the Company, such holder shall, on the one-year anniversary of such cessation, surrender to the Company for no consideration all shares of Class D Stock owned by such holder. As of June 30, 2022, shares of Class D stock were issued to Mark Hanchett and Annie Pratt.
The breakdown of common stock by class at June 30, 2022 and December 31, 2021 were as follows:
June 30, 2022 | December 31, 2021 | |||||||
| Class A | ||||||||
| Class C | ||||||||
| Class D | ||||||||
| Total Shares Outstanding | ||||||||
| 12. | Subsequent Events |
The Company performed an evaluation of events occurring between the end of our most recent quarter end and the date of filing these condensed consolidated financial statements.
The Company received cash inflows from stock sales via campaigns and private investors. The current stock campaign via crowd funding is through Fund America. The Company has raised $ from July 1, 2022 through September 27, 2022 and has issued shares of class A, (including bonus shares) and shares of class D common stock during this period.
| -11- |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Concerning Forward-Looking Statements
The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “could,” “may,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes,” “will” and words or phrases of similar substance used in connection with any discussion of future operations, financial performance, plans, events, trends or circumstances can be used to identify some, but not all, forward-looking statements. In particular, statements regarding expectations and opportunities, industry trends, new product expectations and capabilities, and our outlook regarding our performance and growth are forward-looking statements. This Form 10-Q also contains statements regarding plans, goals and objectives. There is no assurance that we will be able to carry out our plans or achieve our goals and objectives or that we will be able to do so successfully on a profitable basis. These forward-looking statements are just predictions and involve significant risks and uncertainties, many of which are beyond our control, and actual results may differ materially from these statements. Factors that could cause actual outcomes or results to differ materially from those reflected in forward-looking statements include, but are not limited to, those discussed in this Item 2 (including in the section entitled “Overview” below), Part II, Item 1A of this Form 10-Q, and under the heading “Risk Factors” in our Post-Qualification Amendment No. 11 on Form 1-A POS (“Form 1-A”) filed with the SEC on September 22, 2022. Investors are urged not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date on which they were made. Except as may be required by law, we do not undertake any obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements contained herein are qualified in their entirety by the foregoing cautionary statements.
The following discussion of our results of operations and financial condition should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report and our audited consolidated financial statements and the notes thereto in the 2021 Form 1-A.
Our corporate website is located at www.atlismotorvehicles.com. At or through the Investor Relations section of our website, we make available free of charge our Annual Reports on Form 1-K and other reports and all amendments to these reports as soon as practicable after the reports are electronically filed with or furnished to the SEC.
Unless the context otherwise requires, the terms “we”, “us”, “our”, “ATLIS” and “Company” refer to ATLIS Motor Vehicles, Inc. and its consolidated subsidiaries.
Basis of Presentation and Critical Accounting Policies
See Note 2, Basis of Presentation, of the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and our actual results, our financial condition or results of operations may be affected. There have been no changes to our critical accounting policies since we filed our 2021 Form 1-K.
Critical Accounting Policies
As disclosed in Note 11 of the Unaudited Condensed Consolidated Financial Statements presented elsewhere in this Report, the Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation. Under the fair value recognition provisions of this topic, stock based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period, which is the vesting period.
The Company uses the Black-Scholes option-pricing method for valuing stock option awards. Calculating the fair value of stock option awards requires the input of subjective assumptions. Other reasonable assumptions could have a material impact on our stock based compensation expense and therefore, our operational results.
| -12- |
Company Overview
ATLIS Motor Vehicles, Inc. is a vertically integrated electric vehicle (“EV”) company committed to electrifying work. The Company was incorporated in the State of Delaware on November 9, 2016, and maintains its headquarters in Mesa, Arizona. ATLIS is a pre-revenue development stage company with a goal to design, develop and produce electric vehicles and components. We have incurred losses from operations and have had negative cash flows from operating activities since our inception. The Company’s current operating plan indicates that it will continue to incur losses from operations and generate negative cash flows from operating activities given expenses related to the completion of its ongoing research and development activities. In 2021, the company achieved important milestones and built the foundation on which we plan to grow our company. We produced the first AMV battery cell which charges in under ten minutes and successfully launched the ATLIS XT truck prototype. We plan to continue development in these areas with plans to begin generating revenue in 2023.
Company and Industry Outlook
We believe the battery and medium to heavy duty truck EV markets are expected to grow to $560 billion and $15.6 billion, respectively, by the year 2030. Additionally, recent legislation introduced by the United States Government has placed a focus on moving away from traditional fossil fuel powered vehicles toward the EV space.
We are focused on capturing a portion of the EV segment that we believe is not fully serviced by current EV manufacturers. Our goal is to provide vehicle and battery solutions designed for the commercial segment, including construction, agriculture, mining, and fleet services, amongst others. We have designed and built proprietary battery technology capable of allowing EV usage that is comparable to current fossil fuel based medium and heavy duty trucks. We believe this battery technology is a key differentiator for us. Our proprietary battery technology will allow for a maximum towing capacity of up to 35,000 pounds, driving range of 300 – 500 miles, and the ability to charge a vehicle from zero percent to a full 100% in under fifteen minutes. In addition to our battery technology, we are also developing the XP platform, a skateboard chassis that can be used to power various models of work vehicles, with the intention of streamlining the vehicle maintenance process with standardized components that are easy to replace or repair. As part of this platform, we intend to offer a scalable technology solution with a connected cloud, mobile, service and charging ecosystem that will provide what we believe will be unprecedented workflows and customer experience. We are also developing a 100% electric, full-sized work truck. As mentioned above, we launched a prototype of this vehicle in fiscal 2021. Finally, we plan to provide services for our vehicles and platforms, including 1.5 Megawatt charging stations and a subscription service that covers maintenance, insurance and service costs, all of which are designed to improve the customer experience and remove costs and complexities from customer vehicle and maintenance programs.
Our plan is to begin to sell our proprietary battery packs beginning in fiscal year 2022, followed by the commercialization of our XP Platform in fiscal years 2022 and 2023 and finally, production and delivery of our XT pickup trucks in fiscal 2024.
During the six months ended June 30, 2022, we believe we have made meaningful progress in meeting our operating plans, including:
| · | Began testing and validation of our proprietary battery cube cell and increased production capabilities with additional equipment designed to scale manufacturing. |
| · | Developed and tested a prototype charging handle and cable designed to charge the company’s batteries at 1.5 MW. |
| · | Secured our first order and received a deposit on two XP platforms. |
| · | Increased employee headcount by 37 in order to support our plans for growth. |
| · | Continued to raise capital through our Regulation A and crowdfunding campaigns. |
As mentioned above, we are currently a pre-revenue company. During the second quarter of fiscal year 2022, we received a deposit for production of two XP Platforms for planned delivery at a later date. We expect to incur a loss on this project. Additionally, until we obtain sufficient capital to efficiently scale our production capabilities and increase production volume, we expect to incur losses on each product we sell. We are seeking additional sources of capital in order to achieve our production goals including listing on the NASDAQ public exchange on September 27, 2022. There is no assurance that we will obtain a sufficient level of capital through public markets or through other means in the time frames needed to sustain or grow the business or on terms agreeable to us.
| -13- |
Results of Operations
Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021
The following table sets forth certain statement of operations data for the three-month periods ended June 30, 2022 and June 30, 2021 (certain amounts may not calculate due to rounding):
| 2022 |
% of Total Expenses |
2021 |
% of Total Expenses |
Change | ||||||||||||||||
| Revenue | $ | - | - | % | $ | - | - | % | $ | - | ||||||||||
| Operating expenses: | ||||||||||||||||||||
| Stock based compensation | 10,252,172 | 58 | 3,550,105 | 58 | 6,702,067 | |||||||||||||||
| General and administrative | 4,445,964 | 25 | 1,168,391 | 19 | 3,277,573 | |||||||||||||||
| Advertising | 1,782,019 | 10 | 960,176 | 16 | 821,843 | |||||||||||||||
| Research and development | 1,171,713 | 7 | 473,444 | 8 | 698,269 | |||||||||||||||
| Total operating expenses | 17,651,868 | 100 | 6,152,116 | 100 | 11,499,752 | |||||||||||||||
| Operating loss | (17,651,868 | ) | 100 | (6,152,116 | ) | 100 | (11,499,752 | ) | ||||||||||||
| Other income (expense): | ||||||||||||||||||||
| Paycheck protection program forgiveness | 397,309 | - | - | - | 397,309 | |||||||||||||||
| Loss on disposal of property and equipment | (152,284 | ) | - | - | - | (152,284 | ) | |||||||||||||
| Other income (expense) | 115,243 | - | (36,427 | ) | - | 151,670 | ||||||||||||||
| Total other income (expense) | 360,268 | - | (36,427 | ) | 396,695 | |||||||||||||||
| Net loss | $ | (17,291,600 | ) | - | % | $ | (6,188,543 | ) | - | % | $ | (11,103,057 | ) | |||||||
Stock based compensation. Stock based compensation increased $6,702,067 from $3,550,105 during the second quarter of 2021 to $10,252,172 in the second quarter of 2022 as a result of the vesting of stock options for employees and executives including $2,911,147 of expense in the current six month period compared to $4,330,169 in first six months of the prior year period related to stock options for the Company’s President and its Chief Executive Officer.
General and administrative. General and administrative expenses increased from $1,168,391 in the prior year’s second quarter to $4,445,964 in the second quarter of 2022, or $3,277,573 primarily as a result of increased salaries and benefits from increased headcount and higher expenses related to legal and professional services in preparation for the Company’s public offering.
Advertising. Advertising increased by $821,843 from $960,176 in the second quarter of 2021 to $1,782,019 in the second quarter of 2022 as the company worked to increase awareness of its innovative products with consumers and to support the Company’s crowd funding campaigns through its various social media outlets.
Research and development. Research and development expenses increased $698,269 in the second quarter of 2022 compared to the prior year period as the company continued to ramp up development on its core products.
Other income (expense). Other income increased $396,695. The current year’s second quarter includes $397,309 in income from the forgiveness of the Company’s Paycheck Protection Program loan.
| -14- |
Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021
The following table sets forth certain statement of operations data for the six-month periods ended June 30, 2022, and 2021 (certain amounts may not calculate due to rounding):
| 2022 |
% of Total Expenses |
2021 |
% of Total Expenses |
Change | ||||||||||||||||
| Revenue | $ | - | - | % | $ | - | - | % | $ | - | ||||||||||
| Operating expenses: | ||||||||||||||||||||
| Stock based compensation | 24,207,101 | 65 | 6,676,775 | 60 | 17,530,326 | |||||||||||||||
| General and administrative | 7,614,408 | 20 | 2,587,836 | 23 | 5,026,572 | |||||||||||||||
| Advertising | 3,637,816 | 10 | 1,153,806 | 10 | 2,484,010 | |||||||||||||||
| Research and development | 1,866,089 | 5 | 746,046 | 7 | 1,120,043 | |||||||||||||||
| Total operating expenses | 37,325,414 | 100 | 11,164,463 | 100 | 26,160,951 | |||||||||||||||
| Operating loss | (37,325,414 | ) | 100 | (11,164,463 | ) | 100 | (26,160,951 | ) | ||||||||||||
| Other income (expense): | ||||||||||||||||||||
| Paycheck protection program forgiveness | 397,309 | 397,309 | ||||||||||||||||||
| Loss on disposal of property and equipment | (152,284 | ) | (152,284 | ) | ||||||||||||||||
| Other income (expense) | 102,700 | - | (36,878 | ) | - | 139,578 | ||||||||||||||
| Total other income (expense) | 347,725 | - | (36,878) | - | 384,603 | |||||||||||||||
| Net loss | $ | (36,977,689 | ) | - | % | $ | (11,201,341 | ) | -% | $ | (25,776,348 | ) | ||||||||
Stock based compensation. Stock based compensation increased $17,530,326 from $6,676,775 during the six months ended June 30, 2021 to $24,207,101 in the six months ended June 30, 2022 as a result of the vesting of stock options for employees and executives, including $8,707,500 of expense in the current six month period compared to $7,567,260 in first six months of the prior year period related to stock options for the Company’s President and its Chief Executive Officer.
General and administrative. General and administrative expenses increased from $2,587,836 during the first six months of the prior year compared to $7,614,408 in the first six months of 2022, or $5,026,572 primarily as a result of increased salaries and benefits from increased headcount and higher expenses related to legal and professional services in preparation for the Company’s public offering.
Advertising. Advertising increased by $2,484,010 from $1,153,806 during the first six months of 2021 to $3,637,816 in the first six months of 2022 as the company worked to increase awareness of its innovative products with consumers and to support the Company’s crowd funding campaigns through its various social media outlets.
Research and development. Research and development expenses increased $1,120,043 during the first six months of 2022 compared to the prior year period as the company continued to ramp up development on its core products.
Other income (expense). The Company recorded $347,725 in other income during the first six months of fiscal 2022 primarily from the forgiveness of the Company’s Paycheck Protection Program loan of $397,309.
| -15- |
Liquidity and Capital Resources
The table below sets forth a summary of our cash flows for the six months ended June 30, 2022 and 2021:
Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Net cash used in operating activities | $ | (11,330,613 | ) | $ | (4,689,071 | ) | ||
| Net cash used in investing activities | (59,385 | ) | (119,506 | ) | ||||
| Net cash provided by financing activities | 8,881,902 | 5,419,625 | ||||||
As disclosed in Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this Report the accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern.
During the six month period ended June 30, 2022, the Company incurred a net loss of $36,977,689 and had net cash flows used in operating activities of $11,330,613. On June 30, 2022 the Company had $638,038 in cash and an accumulated deficit of $184,913,059.
The Company continues to raise capital through stock sales and investment campaigns. In the six months ended June 30, 2022, the Company raised $8,881,902 from the sale of common stock through its Regulation A+ offering. The Company cannot provide any assurance that unforeseen circumstances that could occur at any time within the next twelve months or thereafter will not increase the need for the Company to raise additional capital on an immediate basis.
These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these financial statements are issued. Company management is addressing this risk by pursuing all available options for funding. The Company’s success is dependent upon achieving strategic and financial objectives, including accessing capital through public markets. ATLIS has spent the last several years developing technology that will electrify work. In 2021, the Company delivered on its commitment to build and test what we believe is superior battery technology and to successfully deliver the XT prototype. In 2022, we plan to continue progress toward revenue generation and to secure sufficient funding to execute on our operational milestones.
Net Cash Used in Operating Activities. Net cash used in operating activities during the six months ended June 30, 2022 was $11,330,613. The use of cash resulted primarily from a net loss of $36,977,689, offset by non-cash employee and non-employee stock based compensation expense of $24,207,101 and $626,529, respectively, loss on the sale of Property and equipment and changes in working capital, an increase in other receivables related to the sale of Property and equipment and forgiveness of the PPP loan.
Net cash used in operating activities during the six months ended June 30, 2021 of $4,689,071 resulted primarily from a net loss of $11,201,341, offset by non cash employee and non employee stock compensation of $6,676,775 and $186,372, respectively, and net changes in working capital.
Net Cash Used in Investing Activities. Net cash used in investing activities during the six months ended June 30, 2022 and 2021, of $59,385 and $119,506, respectively, was related to purchases of Property and equipment and during each period. Cash used in investing activities during the six month period ended June 30, 2021 also included $36,561 for payments toward the development of patents.
Net Cash Provided by Financing Activities. Net cash provided by financing activities of $8,881,902 during the six months ended June 30, 2022 primarily consisted of proceeds from stock issuance from our Regulation A+ offering.
Net cash provided by financing activities of $5,419,625 during the six months ended June 30, 2021 primarily consisted of proceeds from stock issuance of $5,022,316 and receipt of $397,309 in proceeds from the PPP loan. This loan was forgiven in April of 2022.
| -16- |
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively) have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Security Exchange Act of 1934, as amended, the “Exchange Act”) as of June 30, 2022, the end of the period covered by this Form 10-Q (the “Evaluation Date”). They have concluded that, as of the Evaluation Date, these disclosure controls and procedures were effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities and would be disclosed on a timely basis. The Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are designed, and are effective, to give reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the rules and forms of the SEC. They have also concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act are accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
During the quarter ended June 30, 2022, the Company contracted with an individual to oversee accounting and financial reporting functions at the company. The individual is a Certified Public Accountant and is experienced in public company accounting, reporting and internal controls. There were no other changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Note 9, Commitments and Contingencies, of the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.
Item 1A. Risk Factors
In addition to the other information set forth in this Report, you should carefully consider the factors discussed in the section entitled “Risk Factors”, in the Form 1-A, which could materially affect our business, financial condition or future results. The risks described in this Report and in the Form 1-A are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
| -17- |
Item 6. Exhibits
The following exhibits are included as part of this report by reference:
| 3.1 | Articles of Incorporation |
| 3.2 | Bylaws |
| 3.3 | Amended and Restated Bylaws |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d - 14(a) |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d - 14(a) |
| 32.1 | Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| -18- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Atlis Motor Vehicles, Inc. | ||
| Date: September 27, 2022 | By: | /s/ Apoorv Dwivedi |
| Apoorv Dwivedi | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
-19-
Exhibit 3.1
EX1A-2A CHARTER 5 exla2a.htm EXHIBIT 1A-2A Exhibit 1A-2A EX 1A-2A AR.TICLES OF INCORPORATION MIN a. Dans* *mar! .1 1111+ 4-4111 &FRU 12:24F115L tTii I PC HI 1:::!4/711114M. OR jempiS•Akia. CERTIFICATE OF INCORPORATION OF A1HI Motor Vehlehn Ede F111$7:. The lute:Leo' Me corpora:dolt cc Abli$ Pvicitor Vehleies lee_ SECOND!: let reOerftl offke in al* Sine of Deloware h locxed it 1 61 92 Coma! Iliiihwars, Lewea, Delaware 1945g. County of Sussex. The registered agent io charge thereof is Harvard Business Set-Incas, inc. THIRD: The pairpose of the corporation is W engage in any Lawful. 'activity for yibich OerrpOmiluswi may in urignrumilyaukr the Cicacral. Craimearicaa Law or .}1111.1.11; The iotal flambe!: of shamef slack which Ole eorporrion iui authotined 10 *me is 113..M.1.101 thaws having a par value of SO.0001 01) per shire. FIFTH: The ilk15111egg End afTalri Of OW eOrpOrat1011 gb2.11 be MEM SigUI 15y Or under Inr direction of the board of directors, arid de direolors need :balm elated by ballot gliLlOVI regained by the bylaws arthe SIXTH: This corporaliun gladl be perpetual unkss uthera4e decided by a majority of the Board of Dineetoss_ SEVENTU: In furtherance and not in limilal iDat of the powers. conferred by the Taws of Dahlman!, the 04)M1101.4uNeciars 1$ Ellulltaracd lu a ear repeal the bylawS_ Thic CompoOtiLlikei ecnrve the right 10 1:11TIVeld CLIPC21.1 mry 1711.34114,1T11 er Chi, CrrrifiMIC Ullric•PrilVidliUThr tlIC TnanTiCi Firr.-5Cdbd by the IRMN •tif BIM: The incorporator is Harvard Business Services, lnc., whose :nailing address ie 16192 Coastal Highway, Lowe, DE 19958. TENTH: To the fukteel. extent permitted by dm DelawureCenersJ Corporation Laws director or this corpora on -4101/111wA IN liable,* the curpursrOun or LIN stenldsolders for monetary ilsreages tkir breach of liducituy duly as a director. I. the unclersigoed, for the purpose of forming a corporation under the taw' of the Start of Delaware do make and lite the certificate, aid do certify that the faets herein elated are ma: and Like =cordae). sighed below, 'Ida NovegberOlr, 20 I b. Signed and Attested to by flr A tid Harvard Buskins Services, loc..1neorpesator By:ILdisrdH 11#11, ILL P•regiderd 12 STATEMENT OF INCORPORATOR *A te.****2* at ***a a***a.l. IN LIEU OF ORGAN FEATIONA.1. ETTNCI FOR Mita itiideEi Lac_ !Camphor P, 2016 Ws, Harvard Eitaincs* Service s_ lac.. the incorpurabar Atha Motor Vehicles -- a Delaware Corporation — berchy a:1w( the iallutt.ing resoLutianpnreuant to Section 108 of the c:Jamal Curvorarion LAw of Dclaimare: Resolved: That the certiftcate of incorporation of Allis Motor Vehicles Inc. was filed with the gkei dui/ Stale of Delaware net Nimembe, 4, .0115. Restive'!" That an November P.. 2016. the following petiong were eppsinted as the utiliel Direcsora of the Corpoiatian until their suceess.xs are elected and quaLify: Mark A Hanchett UK bylaws 1111:II141441 wi1Ii 116-# NRI.114.1.111 4:1C Ihr utolral lyl wx appkovcci by the incorporator. Reached. That the Sr:ochry orthe Croup:my 16 hereby avrthiceizad and &holed to execute a catarate GfadupticnorthebylEYWSOI repeal the initial bylaws and create 3 ESISICE131 Se of hylakvi to be adapted and approved by the area l:es Rrsihvd The powers of ths numrporelor axe hereby terrairlated_ Elleimdlisicurporoloc ahnIL nolonger be considered part of the body ecrporate of the above named corporation. Thirieaaliruei shall be fited an the mmntc hxdr of the comparry. C-If7•Yrad EARVAELD BUSINESS SERVILMS. INC. IIICOlpa3101 By Rich:v.4H BrLL Prericleni •" This dereoriera Una part of he public erreni Keep it in a tale piece. ••• 13
Exhibit 3.2
EX1A-2B BYLAWS 6 ex1a_2b.htm EXHIBIT 1A-2B Exhibit 1A-2B EXIA-2B BYLAWS 8Yl.AWS Of Atli& MOlor Vt.hideo Inc, a Delaware Corporation AR1"1CLEI Stockholdm Section 1.1. Annual Meetings. An a.nual meeting of st<Ckholdersof AUis Motor Vehides he (the "Cotporntior1'') shill be held for the eltc:.tior, of di.rector, on & da~ and at a time and place either within or ·without the sratc o( Dela"rare fixed by resolution cf the lbardo( Directors. Any other propc:t bu:sl'"less IWlY be l:nruclcsed at the annual meeting, Section 1.2 Spe<ial Meetings. Special 01eetings of the sb>Ckholder, may be called ot any rune ~Y the Board of Directors, the Chairman of the Boaid of Directors or the holders ol shares entitled to cast not less than ten percent of lhe votes at the meeting. such meeling to be held on a dateal\d ata time and place ei61er \\>ithinor without the state of Delaware as may be stated :n the notice of the meetirg. Business transacted at any specitl me,ting of the stockholders ,hall be limited to th, purpose, stated in the notice. Sec:tiu, 1.:). N(,tleie of Meeting,. Whei,evU-$lOC.khoJJ~n,are re.qui.red (n pero, itted to take an_( action ata meeting. a written notke of the rneetirg shall be given not less lhan lt!n r1.1r mUrt! tbiifl Sixty cLiys btfore t1\e dat~ of thcmcclit\g to each stod< . .holdct en tided tc vote the..rtat. U mailed, such notice .shall be deemed to be given \-.,•hen deposited in u,, United States mail, pootage prepaid, clirectel to the stockholder at such stockhold~' s address as !t appears on the records o( the Corporation. &tch notia shall state the place, date and bout of the-mcetlng, al\d in thecaseof a special mctting. the general purpose fo.r which themeeting is <:ailed. Section 1.4.. Adjournments. A.ay meeting of stockhoJd~ may be adjoumed from time to time, to reconvene at the salJle or some other place. t\otice need not be given of any euch adjourned meeting if the daki, time and plRco thcr(!Of are announC'ild at the meeting al which the adjournment is tal<en. At theadjoume<J meeting the Corpo,ation may tra..nstct any bus.U,ess whkh might have been Ltru'\So.-icled al the orlglnal ·n,eeiing. If the adjournment is fur more than 30 days or if after the adjounment a new record date is fixed for cite aclJoumed meellng, 1 not:ic:e of the ad)owned meeting shall re given co eachstodholder of record entitled to vore al the meeting. Section 1.5. Quorum. At aac:h meeti-ng of stockholders, e<cept where otherwise provided by law or the ctrtificate d incorporation or these bylaw$, the holders of a majority d the outs.landing cih.u·es ,>l stock entitled. to vote, r!-prese:ntcJ in pcrSon or by proxy, sh~ll constitute a quorum ata meeting of the slockhoklers. In the absence of a quorum, my meeting o( .slQc.khold!U$ mity be~tljoumcd from time to time by the \IOtt!O( a maioritJ of tl1e shares represented either in person or by p10xy until a quorum is present 01· represented.. Shares of its own capital stock belonging to the Corporation or to another Corporation whue the majority of the voting power is held by the Cor_poration shall nethlr be entitled to vote nor rou.nled for quorum pUIJX)Ses; provided, ho,.....ever, that the foregoing shall rot limit tlv.! right of the Corporation lo vote stock, including: bot not Hrnite-i to its own stock, held by ft lna fiduciary capacity Section 1.6. Organiution. Me<tingsofstockh<>lders shall be presided over by the Ch.ainni:an of tho 80.i:rd ol Directo.rs. if a.ny, o.t in the ah:s¢nce of the:: Chru.m\nn. oE lhc Board of Directors by the Vice Clwnnan of the Board o/ Directors, ii any, or in the absem,..-e o: tl,e Vkt: Choin:nctn o( the Board o( Oiretton; by 1..h e Presldetu, OJ' bl ll-w absence o: the foregoing persoo.s by a clwmun dcsigru,ted ty the ll<,ard of Directors, or tn the absence <>f sueh designation by a Chairman chosen at the meetU\g. The Secretary, or in the l'b.sen<e o( the Secretary, an A.,;si..,;ttmt Secretary, sh£ act as secretary of the meetng. Cir in their abserce thl? duirman of the mi>eting maJ appoint any person to act as secretary of 1he meeting. Sectfon 1.7 Voting,. Unless oth-erwtSI? provided in the cP'tifi('alP of inoo,pnration, ..,,h stod<holder entitled to votl? at any m .. ting of stockholders shall be entitled to one vote for each share held hy such strekhddPr which h~s votirg power upon lhe mattQ.I' in questions. Directors shall be elec:teii by a plurality of the votts of the s.Mres present i.n per,cn orrc:p~c::Phxl by proxy .it the n,celing and eotilled lo vote vn lhe d<'Ction of directors. In all other matters, unlus othenvi.se provided by :aw or by the certificate of incorponacion or these bylawsf the illlnna.Llve vote u! the hohlers of a majority vt the shares prESent in pelS01\ or represented by proxy ~nd entitled to vote on the subject matter at a meeting tn wNc.h a quorum is present shall be tlu act of thestod:.hoJders. Where a separate vote by class or classes is requited, the affitmative vote of the holders of a majority of the Sha.res of such c.ass or classes present ln rerson or repre,entod by proxy shaJ be the act of such <lass or classes, except as otherwise provided by law or by the certificated lfl<.XlTPOntionor these bylaws. Secticn 1.8. Stockholder's Pro,d.es. Every person entit1eC to vote or to ex:press 00¥\S4!'nt 01 disse.nt to OOk')-'Orate act:im in writing without $ m:<iting- 1Jlll}' .-uthorize another person or peroons to act by prox;• with respect to sud\ shares. No proxy shall be vote.d or l'U'.ted on after t.htee ytara from rut date, unle:,., the proxy provklcs for -' longer period. Every proxy continues in flil for<e and effect u.ntil revoked by the person ex.ec-util\g lL Such revocation may 00 clftOL"'ll t>y a writing daivered to the Corporation stating Iha the proxy ls ttVQked orlby a subsequent proxy e>.ecuted by the person exeC'\lti.ngthe prior proxy and pt~sented to the medU\g, or a~ to any meeting by attendance at su.cb meeting al\rl. voting in person by the person executing the proxy Secticm 1.9. Fixing Date for Oeterminatinn of Stni'!~hnlde~ of Record. In order that the Corporation may dctl'nnin.e thE stockholders entitled to notice-of any meeting, the Boa.rd of Oirectori; may for a 1'«.ord dat"', whirh $hill not be nore than. $h:ty nor less than ten days prior to the date of sL.Ch m<!<!ting, nor shall the record date pr<eede the ®tc u.por which the re,olu.lion fixing Uu: n.-cord date is adopted by the Board of Directors. In order that the Corporttion may determine tJ1e !tockholders cnti~ed to L-Onsenr tc; corporate action wtthou1 a--meeP.ng. the Board of Directors may fix a record date, whkh shall not precede, or be more than 10 days after, the dote upon which the reoolutio• fixmg the record date is adop:ed l>y the Board of Directors. In order that the Corporati)i\ may determine the stockho?ders entitled to receive payment of any dividend or other d.istribt,ttionor aliotJnent of any rights or d any o ther lawful action, th.-, R"IMrl"'( nirPl'"tnrc:;: f!IPY .6v a t«x>td d,o'\to. whii;;h .._haU notbf! moro thtin GV!ty d."l)'G prior to s1..Ch action. ll no record date is fixed: (I) th, re«>rd date for dettnni>ing stockholders etltitted to notice of c:r to , ·otc run ,neeli.t,g o,£ ~ttXkholder., .:shill be: al UU? c;Jo:;e of business un tb~ business Cay next preceding the da:( on which notice is given or, if notice is waived., .at the duse <:f bu~i,nesson the busb\ffi day next preced.i.ng the day on which th~ meeting is held, (2) Ile rOOlrd date for detemuning stockholders entitled to give consent to corporate action in writing without.a meeti.l\g, when no prio1 action by the Board of Directors has been W<en,shall be tt.e day on wludi the first written consent is fliven: if prioractian by the Board of Directas is 1cquired, then the re;ord
date sl\a.U be tht do~ of business on d1e date tte Board of Dira::toN. adopts the resolution ta.king such prior oction, and (3) lhe record date £or ~termini.ng stockholders for aM)' other purpos, shall be at lhe.Ci.OSe al bu.sines:son thod~ on which the Board o!DiroclOts .ld0pl$ the resolution relating iliereto, un~ss the Board of Directors sets a new record date. Sectioo 1.10. Consent of StO<.kiolders in Lieu of Meetirg. Except a.s otherw1,5e proviJecl In Lhe cenJLJCdte of il'COrJ)Jtal1011, any action which maybe tal<en.at any anmul or •pedal meeting of the stockholders may be taken 1<ithout a meeting and w1tncul pnor nouce, u a consmt lnrNtiting, setting forth the tction .so taken,sha.U be <igned by the holders of outstandJ"i shares having not less than the minimum •umber of vo:es that would be necessary to authorize or take such adon at a meeting at which all shares mtitll'd to vote there:>n '"-ere preseol and voted, ard shall be delivered to tlte CorporaticU\. E,·ery written consent shall bear llte date of signature of e.tch stockholder who signs the consent,. and no writtm con.~nl ~h.aU be o(i~() u"let.S, within 60daysof the ~lies: « msent, written consents signed by a sufficient number of holders ha,•e been dC>liV&r.,.d "'('I thqQ1rporation, Unlcs3 all stockholders entitled to vote ~ent in wri.lin'-' prompt notice of any stockholde,: approval without a metting shall be given to tho,e stockholders who have not conserteJ ln wrWng t1.nd "'ho, il the actiun ha(l bet:n tal<.Ell at a meeting, would have been entitled to notice of tl,e m••lir!! if ilie record date for such meeting had been the date that sufficient consents were de-livered to the Corporaticn. ARTICl Rll Doud of Directors Section 2.1. l•owcn; Number; Qua.liJicatioru. The bu.:sint:s:s A.nu affilirs of the u,rporation shall be managed by, and all corporall! powers !hall be exercise:! by or undet, the direction of the Board of Dire<tors_, except as otherNise provxied by laws or in the c~catt of incorporation. The Board of Oirectors shall consist of one or more members, the number thereof IO be detennined from time to lime by the Boord of Directors. S9ction 2.2, lnection;J9ffll 0£ Qffiu; Riii"lp.ation; RQmovaJ; Vaundvli. Each director shill hold office until a successor has been elected ard qualified or until his or h.er e"'rlierrcsignation or removal. Any director m;iy resign effective upon giving written nctice to the Chairman of Ire Board of Diroctor.;, the President or the Secretary ol lhc Corpornti.on. Su.ch tC'figuntioa :1hrul mkt:" dfoct -ttl the tum: :1~cifo:d I.herein, 4nJ unless oth?rwise specified therein oo acceptance of sucluesip,ation shaU be necessary to make it effective. Any or all of the directors may be remov-!d, with or without <a use il $UCh removaJ is app,oved by a majority of the c,ut.standing voting shares the, entitJed to vote on the election of directors. Uri es.~ Qtherwise provided in the certificate of incorporation or in these bylaws. vocancies and newly-o:eatEd dir«:torships resulting from any SlC;rease in the authorized number ol directors maybe filled by a majority of lhe, directors tht.n in offict, ~It.hough Jes~ than a qupnJm, or by thP,SOlP remaining director. Secticn 2.3. Regular Meeting•. Regular meetings of the Board of Directors may be held withvut notice <lt such places wiUUf'! or-without lhe stat, o( Dclnware and at such times as the Boatd of OirectorS may from time to time detcrmi.ite, aod if so deter.mined notk:e tllen:o( ni..--eU 1tot be given. Secticn 2.4. Spedal Meetings; Notlre of Meetings; Waiver of Notice. Special meetings uf the Board oi Directors may be held at any time or place within Cl' without lhe state ol Delawar, whenever called by the Chairman of u,, Board of Directors, by the Vice Chairman of the Board of Dire:tors, if arw, or by at1y tw:> dirtctors. Reasonable notice shaJ bt? given by the person or pe,sons calling the- nietling w\less a director signs a waiver of notice or a consent to hc,Jding the meeting or an .ipprovaJ of the minutes lhereot whether before or alter the meeting, or who attends lhe meeting without pn:,tc:tti.ng the hck of nt)tit:c prior be th~ m.eotins or at its con'll.'l\enoome.nt. &:ct.ic:.'12.S. Participation i.n Mf:ctu,gs by Conference Tdcpbonc rc1-n.Uttcd.. Members:,{ the Board of Directors,or ally committee designated by the, Board of Oirectors,may partldptue in a mel!ti1.1g ut tltt:> Buard of Dirociors ot o( sucb c.."OU.Uilillee, as the cast may be, through the use of conference telephone ar similar communications eqw_pn,CJV by means of which all rr.embers participating in such meeting can hear on~ another, and p:irtidpation in a meeting pursuant to thisSectim shaU constitute presen.:e in pPr'.'ton 3l such meetina. SectiM 2.6 Quon.tn\,i Adjtn.lm:nent: Vote RequirN for Actfon. At all meetings of the Board of Directors a majority of the authorized number d directors shall constitute a quorum for the traruaction of bus:i.riess:. The vote of :i majority of the directors present al a meeting at which a quorum is prosent1hall be sl,all be theactol the Board of Directx,rs unJ~ the certificate or i.ncorporatfan or lhese bylaws shall ttquitt a \'(1tl! of a greuer number. Sectic,n 2.7 O, gani:ution. Me<!ingso/ the Ooard of Dire:tors shall be presidtd over by the Cluirman of the Board of Directors, or in the absonce of the Chairman of the Board of Oireciors by the Vice Chairman of the Board of Directors. if any, or in th,ir absence IY/ a cha.irma.n chosen at the meetil'lg. The Secretary,or in the absence of the !:wx'J'(>hl..JJ' M. AfmtMt ~r-Qtary. li'hill act as Htnltuy of the .nff'Ling, L"'Llt in the ah6,u,<0 ol the Secretary and any Assistant Socretary tht? chairman of the meeting may appoint Ill\)' person to acl a.s.secretory of the- meeting. Seclic;•, 2.a Action by Olieth)i:., Wifhuut a Meetin~ Ant action requin:d or permitted to be taken b)• the Board of Directors, or any committee thereof, may be taken Without a:rneeting if all members 0:: the Boar<! Of OiJectors or of such con\U\ll'tee, as the case may ,e, consent in ,~·riting to such action and such conS!llt is filed with the minutes of the pro:eedings of the Boa.rd of Directors. Section 2.9. Compensation of Oire.:tors. n,e Board of rnrectors shall have the authority to fix the CX>mpen..ation nf djr octors for S1'-rvicts io my c.-padty ARTICLE ID Committees Section 3.1. Committees of Direct on. The Boc'lrd of Di.re:tors may designate one or more committees, each consisting ct one or nx,re directors. Any conunrttee, to the extent provided in the resdution of the Bc,ard of Directors, shall ha•;e and may ex('.rcise all ~ powers arid autl\ority of the Board )f DitectoJS, except that .ro such committ-ee shall have po~_r or authority with respoct to the, following tnatttns: a) Approving or adopting,« recommending to the sbckholders, any action or rnattttr expressly ~uiJed b:,r Oehwau Co.q,oration law to~ .submitted to the 1,:t«kholder9 for approval, er b) The ol.m.cl'ldmcnt or rc-pccl of lhc bylaws. or I.he nd>plion of new bylaws. Secticm 3.2 Committee Rules. UnlP,;\.4- thP l\oarrl of OirPCtnrs tlth~!:e provideit. each coomiltet desigruit<'d by the !oml of Directors may acopt, Amend and repeal rules for tne conduct of its busine"- ht tho ahttrn~O(lf a prov:6ion by the Board of Directors ~r a provision in the rule! ol such committee IO the contrary, each committee shallconC.uct its buM~ in the saoe m.atu\er os tJ,e Board o( Oirmotsconducts JlS bu$iness pursuant to Artlde Do/ these bylaws. ARTICLE IV Offi<ers Sectic,n 4.1. Officers; Election. As soon as
practicable af~r the annual meeting of stockhold~l'S U'I ,mch YC!:-tr, the;, Boa.r4 of Oirecl't>.rs shall elect a President n.nd o Sccrct;:uy, and if it so determines, elect from among its memters a Chatman of the Board of Di:rc<t¢t:, -1nd .i VkeCb.lirmnn ol tl.e B<»rd of Oi.r«:tQr,. Th'" Oonrd of Di.n.>clons may also elect one or more Vice Presideats, one or more As.,;L,;tantSecretaries,. and such other offlc.ws as the Boa.rd ot Otrectors m1y ctee-m ~bte or appropriate and may gh'e any of then\ such furUl!?t designations er altanate titles, as it coruidcn desirable. Section 4..2 Term of Office; Res.ignatio,n; Removal; Vactndes. Except as otherwise provided :n the resolution of the Beard of Directors electing my officer, each officer shall hold office until his or her suo:e$sor i~ elr,ctf><I and qui.lJied o.r 11ntil hi~ or 1-e.r earlier res:gnation ot removal. Any officer may resign at anytilne upon written notice to the Boa:rdo( Oi:rectorc: or to tho Chnirmaft of thP &.ard of Oiteetors or the Secretary ol the Corpo,ation. Such resignation shall take effect at the tim, spedlied therein, and un1ee& ¢~•~ 1:1p<:cificd lhcrcin r..o n«epl~'\.l\<:e of su.ch n!:$,ignation s:hJtU Ix n~:Jd.ry to make it filfect:ive. The Board of Directors rnay remove any officer with or without co,u:,~ o.t MY time. Any ~ch remov..l ~hall be wJlhou.1. p rejudice l0 tb.~ OOJ'1trctctu.a1 rights of such officer, ii any, with the Corporation, but the election o/ an off,cer shall not o( 1~1 creab:! contta<:tua1 rights. Any vacancy occu.mng tn anyotfi~ ot the Corporation by death, :esignation, removal or oihen.ise may be filJe:1 by the BJardof Directors at my regular or ,pecial meeting. Sectim 4,3 Powers .tn.d Duties. The.officiers of the Corporation shall have such powf?t~ and duties it'I the m~nagement o( thP Corporation as ihall be stated in these. by1aws or in a resolution of the Board of Directors which is rot inronsio;-tent with these bylaws :ut.-1, t(\ th11 ~xtentnot sc. st.I~ ai; geru'!rally pe.r.tain to their .respcctfrc office$, subject to me control of the Board of Directors TheSecntaryshalJ have the duty to record the prnceeding., of the mccti11.g3 of the ,toc:.kholde.rs, the Oolrd of Din.::ton and •ny <0mmittees in a book to b< kep: for that purpo<e. The Bror<I of Directors may r~qulre 8 JV/ offker, ag~rttut emplo}ee tu g ive security for tbt faithful perfonnan<e of his or her duties. AITT!a.EV 'Forms o( Certificate5; Los:s: and Trus£e..r 0£ Sh:ues SE:<:ti«n S,1, Fo.nns ol Certificates. A holder of :ihare$ in the Corporation may receive a certificate signed in the nune c( theCorJX>ration by(!) the President, any Vice President, Chamnan of the Boord Cf Dir«:IOr$ or Vice Chairman, and (2) by the Chief Financial :)fficer, Treaswer, Assistant Trea$urer, Secrewy or Assistant Secretary Each certificate shall state the number of shares and the class or SEries cf shares owned by suchstockholder. ll such certificate is manually siened h)'· ore ofhN;>r ex manually countersig;ned by a transfer agent Cl' by a registrar, any othe1 signature on the certificate may Mo\ Glcr:imilv. In ~at9 any offkiH', tnns.l« agM.t or reg,1,trar who hM cigncd or wh~e facsimile Sil,tnature has been placed u_pon a ,ce.rtificateshallhavecea9::!d to be !>-UCh offic~r, trinsfor agent' or tegistl'ar bo-.lo.r~S-uehcertific:ate i, i:imcd, it m.:ty be issued by U,c Corporatbn with the same effect a~ ii Sl.K;h person were sud. officer~ triUl.SfEr agent or n:ghtror d Litt: datt: of i:s.."Ue. If theCorporation is authorized to issue more than one dass ot stock or more than one series of any class, Lhe powers,designatims, preference5,. re.lative Qr other special rights, qualifications, reslrktioos and limitations of each clos; or ,.,,iesshallbe s,t forth in full or ru.mmarized on the face o: bad of tlie certificate re?resenting such class. or series of s!OC.k, provided that in lieL of the foregoing, there may be set iorU1 on tho bade or facP of the c(>rtjficate a ,;tatement that the Corporation will furnish without charge to each stockholder who requests the powers, dtsignations, prde.reoces, relative or other spec:.W ri~ts, qualifications, rest::rtctions and 6miutions of $1.Ch d\ss Or $Cries. Sc:c:tk'll S.2. Loat., Stolcm or Dct-troyitd Stock Ce.rllfkatei; hisu.anc~ of New Certificates. The Corporition may 1.55uea new share CCitificate or a new certificate foT any o.ther:;erurity fn the placeof ar-y cen:incate theretofore i~ued t>y 11,. alleged to have been Jost, stolen or destroyed, and Che Corporation may require the owner of the lost stolen or destroyed certi.ficate,or Sld\ owner's legal r-e.presentative, to pve the CorJX)trttfo.na bond sufficient to indemnify itagainst any claim that may be made against it ,:including any expense or liability) on ao:ounl of Ile alleged !oss, !heft or destructiCll of any such ctrtifkate er the issuance of such nev.• cc.rtificatc. Section 5.'.I. Uaiuance of non . c:e-rUfiffl book .. e.ntry -hu~,. Tht Quporo1.tion may by resolution pro,..ide for the issuance of shares of its capital sto:k in book-entry {u.n~rtific.atcd) form. In such event. nil references in t.he,e B)ioW$ t-() the delivery of stock certl'icates shall be mapplical>le. The C<rp<>rations Transfer Agent shall keep dpprvpritlb: £et:i.:m,b imJi(~ting t..he number ohhan::i of atpittl .stock owned by each person to whom shares are issued, any ttstrictionsapplicablt to such shares of capital stock and the duration thereof, an<I other relevant tnfonnartcn. Upon eJ<plratton of any appli:ablE restrictiOn$ for any reasc:n,. the Transfer Agent Soctio, 7.6. Amend.ment of Byl.,.wii. These byfaws:may ra ammded or ~pealect and new bylaw, adopted, by the lloiud ct Dir«:ton. The stoc<holders ,in titled to vote, how<r,l'c.r, .ota.4, th¢ right iO ."l.dopt addition.al by1Qw$ ®d. m.i_y amend or .rcpC-'l .my bylaw whtttber ot not adopted by tte.m. /Re111ainrkr lnfentionally Left B111nk.l ARTICLE VI Section 6.1. R~ords. The Corporation shall keep a $:otk :edg~, a li,t of stockholders and other books and records as may be required to run the Corporation. The Secrellry shall have the duty to record th• prOOO<?dings d the meetings of the stockholde.,;, the Board of Dirocto.rs and any committees in a book to be kept for lhat purpose. Section 6.2 Form of Records. Any rocords maintained br the Corporation in the r('&ubr rcourM> tif it,:. bu.lbnc!F:6, inch.uling il.8 stock l~ger, boo~:,. of ac.count and minute book,, maJ be kept on, or be in the form of, crotputer discs, magnetic upe, photographs., or .my other inlorm;i,bon ,tora.gc d¢vi«, provioed that \'he r~rds $0 kept can be converted into dearly legible form within a rcasooable ti.me. The Corporation shall .so convert any reconls so kept upon lhe reque.sl of any per.son entitled to irupect the. same. ARTICLE VIl Mi,cellaoeous Section 7.1. Fiscal Yeu. The fiscal year of the Corporatio, shall be determined by the Boo.rd of Di.rocton;. Secli«l 7.2, Scal. Thc:Wrpc;m1t.ivu tnciy hove: rt«,1·po ... ate$eA.I which shaD haw lh,e name of ll-£ Corporation inscribed lhere<.>n •nd shall be in such form as maybe app.roved from time to time by the Board of Di.re<:tors. The tcrporate sw.l may be usOO by causinG it ora facsimile thereof b be impressed or affixed or in any other manner reproducEd. Sectim 7.3. Waiver of Notice of Meeting$ of Stodc.holdus, Directors and Corrunittees. Whenever rotice is required to be given br law or under any provision d the cutificate of incorporation or lrese bylaws, a written wahte.r th(>.foof, signed by the person entitled to S\-Once, wh..-thP-r MMM Ot' aftel' the time s:taied there.it\ shaU be
dee.med equivalent of notice. Attend8.n\""e of a person a,t a meeting sh.ti constituie a waiver of n,otiee ol sach meeting, "1Xcopt whe:a tho pc.rOOl\ ~tt<!XldS a m¢,::bng for the c,<pr~ purpose ol objecting; at the beginnbg of the meeting, to the trans.,ctlon of any busine,s because the mecti:ngb net lawfu.Uyc....-Ut.:J or <:-.::mvetted .. Neitier lJ'le busi.t,ess lo bt traI\SActed at, nor the purpose of, any regular or s))?Cial meeting of u,e stockholders, dira'1ors c,r members o( a commiure of directors need be s_p«:ified ln a.ny written wah1er of notice .. mJess required in the certficate of incorporation or these bylaws. Srctioo 7.4. lntere:Rted Oit·ech:u,,; Quo:rum, No contract« transaction betweel"I the Corporaticn and one or more of its ,fueciors or between the Corporation and any other C<>q,or,uicn, finJ'I or MSoci.1.rion lA which ◊nC or m(>rc of its <lircdon; a.ro diroc::ton, or have a financial intetes~ shall be void or voidable ~Jely for bis reason, or solely bt!caus~ s, ... ch dln:ctCJI' or diroctors a.:~ prtS~lH at the meeting lf tht: Bt.:,,m.l vf Directors or committe< theroof which authorizes, approves or tatifies the contract or transaction, or solely because .his or her or their vo:es are counted for such p.t-rp<.Y,e, i/: (1) the material facts as to his 01 her relati>nship or interest and as to the conTad or transaction are fully disclosed or are known to the Board of Directors or the comnittee, and I.he Board of Direelors or committee authorrzes, •pproves or ratifies the ccntract or transactio11 in good faith authorizes the contract or transaction by Lhe affirn.ative votc-s of a majority of the dU.ink:r81iWd dirtclott., even t.hcu.gh lha dilti.nh'!rf!Rlod diNCL,•u•,,i l'>t.1 lie."""' tNn a quorui:n, er (2) the. material facts a, k> his or her relationship ,,r interest and as to Lhe «mtract <>r t:r.m::Jaction Qtt fully d.ikl~c.-d OT a.re known to th¢ :stockholders end such contra.ct or transatt:ion is specifically approved by lhe stockholden in good faith by vote of Ute s tockholders; or (3) the ccmu-u;t or transaction ls fair as lO the Corporallon a:; of the time itis authorized, approved or ratified, by the llpard d Directors, a committee thereof orlhe stockJ~lders. Commc,n or interested directors may be counted in determining the presence of a quor1un at a meeting of the Bo:ird of Oir«tors or of a rommitteE which authorites the contractor ttansaction. S,ecti<;n 7.5. Indemnification. The Corporation shall havt the power to indemnify to the fuJJ exre.nt-~itted by law art) person made o.r th.n'a~ tobe made. a party to any oction suitor proceeding, whe0.1er civiL aiminal, administrative or investigative, by rQa&On :,f th~ fact thnt su ch pc:!n.Qn or t udt p¢.t$(1.rt'$ tc8btcq- or lni:.btr: Ui or w;.lt 3 director, dflceror employee. of the Corporation seives or serted al the reque.,;t of the Corporation i:I.S a uirector, o!(irer, employee or agent 0£ 41\o~r enterprise. Expcmt:s, Including ,ttomeys' fees, incurred t,y any such person in defending against such oction, slllr or proceed.Ing may be paid In a1vance of the final dJspo,ldon of sw:h action, suJI or pto<:Eed.ing by the Corporation upon receipt by it cf an undertaking ofsuch person to repa)' such expenses if it >hall be ultimately determined that ;uch person is not entitled to be indemnified by the Corp<>ratim. For purpose; of this S<ctiot; the term 'Corporation• shall include any predecessor of U,e Corporaton and any constituent Corporation absorbed by the Col'pa'ation in consolidation 01 merger; the t~.rm "other ti\tetprise,, shall include any corporation. partnership, joint venlure, trust or employee benefit plan; sewic,e '"at the request of the Cotporation" shallinclud~ &ervfoes .IS_.. direc:;:tor,..dficeror employee of t1,e Corporation which impoSi?S duties on, or involves services b:r, such d.iriictor, o(fkcr or cmployeo with re6poct tc Qt\ eooplO)'..X: 00!\cfit plru), its participants or beneficiaries; any excise taxes assessed on• penon \o,ith rtSpect to an mlployec bendit phtn :..hn.11 be J.rxmt:c.l tl.l bf: t1,J~1nnifinb.le t:(pen.se.<i; d!ld actiott by a perscn witlt re9pect to anemp!oyee benefit plan wh.ich such ~rson reasonable believes t¢ be in th~ interest of the partldpa.a.ts an:t beneflctarfes of such ptm.shAll be deemed to be acilon not opposed to the t>,st in,crcsts of the Corporation ADOPTION OF BYLAWS DY SOLE TNCORl'OJlATOR OF All.& Mclor Vehlclc:-:s Inc The mdersigned., as sole incorporator of Allis Motor Ve:'licles lne, a Delaware corporaticn (the "Corporation'), hereby adopts the attached bylaws as the byla»~ of the Corporation. By· Mru:k Hanchett, 5:>le lncorfOratar CERTIFICATE BY SECRET ARY Of ADJPTION OF BYLAWS BY SOL£ INCORPORATOR OF Atl:s Motor Vehicles Inc The mdersigned, Mark Hanch~tt. as Secn!tary of Allis Motor Vehicles Loe, a Delaware corporation (lhf "Corporation'), herebycerliJies tt,e attached document is a true and omplete copy of the bylaws of the Corporation anC that such by Jaws were duly adopted by tl\eperson appointed in thf' r"PrtiRl"'::lh>nf l n-ol'[""'f':.ltinn tQ ~,:t M th~ sole incorporator of I.he Corpo1atio~ on the date set forth below IN WITNESS WHEREOF, the under.;ignoo has executed this certificate as of Occel.'l\bcr 6, 2017 Mad< ttancfiett Seoetary - ACTION BY UNANIMOUS WRl'ITEN CONSENT IN UEU OF ORGANIZATIONAL MEETING BY THE BOARD OF DIRECTORS OF Atlb Motor Vfhides lnt, a C►-laware Corpmation The undersigJled, constttuting all of the members of Ile board of dir«:tors (the "BoardN) of At& Motor Vehjcles Inc, a Delaware corporation(the.Cotporation), in lieu of holding a meeting of the Board, hereby coruent lo the taking of the actions set forth herein. arnl the approval and adopbon of the following 1esoltti.oru by th.is u.nanitnous written con.sent("WrittenCoruent"1 pursuant t() SEction 141 ,f tht Delaware General Corporation La'Y t-..tld. th4 Bybi:wS; of th~ Corporation: CC!.rtificate of lnrorpora.tion RESOLVED, that the CertiJicate ex Incorporation of th! Corporarion filed with the Delaware Secretar}' of State hereby is adopted, ratifitd a!'d affirmed i-n a0 re$pecis. RESOLVED FURTHER, that the Secretary of the Corp,ration is authorized and directed tc insert a ce.rtified copy ofll:he Certificate of [na;,rp0ration ln t:Jie Corpor.1tion's minute book. Stock lssUU\ce RESOLVED, !hill th~ uffi.;e_r:i Q{ tlic:: Cv.r_po.r,c1tion a.ri: lu.rcby"'uU'1dzed lo ~~ue: and ..,11 shares of common stock of ~,e Corporation, $0.001 p,.r value (the "Shares"), Whicii th~ Boanl hen-by de:rertniJ\~S to be the fair market vab.:l! uf the Corporation's common =ck as of tlie date hereof, to each person named b<!low (the "Stockholder"), m the amowlts specified opposite ea.Cf ~name in exchange for ca;h or contributed property as follows: Name of S:ockholde, T<>tal Purchase PcicefSl 10,000,000 Sl0,000,00 RESOLVED FURTHER, that the Board hercl>y detcmine$ that th~ c~deration IO be receked for the above-inention.ed Shares is adequate for the Corporation's purposes, .uld thaL the !Sall! .md bsw.nce of the Sha.res to each o f lbe above-named persons shall be conditioned upon receipt by the Corporatior of the purchase price of said Share; and final copies of au appropriate documentition required by Corporation. RESOLVED FURTHE~ thMupon th~ 5Suance. and sale in accordance with the foregoing ;e.olutions. such Shares shall be va.hdly issued, fuiy paid and non-assessable sh~ of c::>mmon stock of the Corporation. RESOLVED
FURTHBR. tho: the offic,rs of the Corpaation are hereby autl1orized and directed, for and or, behalf of the Corporatioo, (i) to take all actions necessary to comp1y witn apptie:lbl& l.i,vs with respect to the sale a,,d icsuruice o! the Sh.ares, (iii to thereafter execute and deliver <m behalf of the Corporaticn, pursuant to th¢ w.1thorlzntion ..:tbovc, ,h,u-e certticates 1-epre~ting the S.1aro$~t forlh c1bove, and (iii) to tak? any such other action as they may deem nec,ssa'l' or appropriate to carry out the &uance of the Sha~S and intent of these resoluliot1-s El~tion ex Officers m~,nr :v1-:n. th:\t tfip fnllnwin3 ir1Qivii.!1.1.aJsru-q hQ.Nilb:1 Q{Mtld to i.orve in the officts of ihe Corporatiot1 set forth opposite their m.mes until their successors are duJy elecbed and quialifiC!d, or th¢ir ~'lrlicr de-1th, resignation or renoval: President: ~,k Hanchell Treasurer: Mark Hanchett SetretaJy· Muk Hanchett Chief Executive Officer. Ma:.k Hm,chett Corporate Records and Minute Bode RESOLVED, that the officers of the Corporation are rereby authotiz~ and directed t1> procure aJJ carporah"" bo:x,ks, hooks oJ :..<count anc. stock books that may be required ty the laws of Delaware o: of any foreign jurisdiction in which the Corporatit>n r'rlb)' do b"Usinc,5 or which m-1y be 1-..cccssa.ry or ~,ppropl\ilte in e<mm:<:titm witl, the business cf the Corporation. RllSOL VED FURTHER. thal the officers of the Corpo:ation are authorized and llitoctea to rnai.nt.ilil a m.inut~ bookctmtaining the CertificatE of lncorporatfo1\, as filed with •nd certified by the office of the Delawrue s«retary of State and as may be iUllended .Tom time to time, its Bylt.ws and any amendmenb tbereto1 and the minutes of any and all meetings and actions of the Board, Board commitees and the Corporation's stockholdtrs, together with such other documents1 incloding this Written Coru;ent, as tbe Corpo:ation, the Board or the C:>rpo1ation1s stockholders ,;hall from tim~ I:() tim~ direct and to er6ure that an up to date copy is also kept at tltt priocipal t'Xecutiveoffict oC the Cor.,,oration (as designated b~low). Batifratirn of Action'- hv lnromoml-Qr RESO'L VE.O, th~t th~ Action by Wr,itte:\ Cotl.S(!ntol tru Solt lrtoorporator dated December 6, 2017 ard all acti.ol'l.$ taken by theC<,rp;naition's )()le incorporator, LegalZoom.comi Inc. cmd iLs agents. in conni?ctiQn with the formation of the Coq:x>ration are hereby in all respects approved, ratified and affirmed for and on behalf of the Corporation. RESOL YEO, that until othOJWUio dG-tonninod 1:-y th9 foard tho fset:al yoar of thii Corporation shall end on Dec..mbo, 31. Principal Bxecu:tive Office RB50LVED, that the principal executi\fe office Of the ::orporatian shall initiaUy be located at 7259 East Pcsada Ave_ Mesa Arizona 85212. Bank Accounts RESOLVED, that 1hc officer, of the Corporation are hereb)• authorized and d.i.rected hl establish, maintain and dose one or more accounts in the name d the Corporation for the funds of the Ca-poration with any feder.Uy insured 0011k or similar dc-po,ilorr; tt:, (:ftu.:;e to be depo..,:;H~~ from Lime to lime, i.n such aaouHCS, sud\ funds of the Corporation as such officet deems nocessary or advisable, and to designate, change t,r rcvoki! Ute tlcsig;natiun. fru.m ~ to tl.J.ne, of the otik-er oroffi~ 01 agt!lu or agents of~" Corporation authorized to make such deposits and to ngn or countersign checks, drafts or ether orders for the payment of money issued in the name of the Corporation against arr1 funds deposi!N in any of such ae<ount:s; and to nakesuch rules and regulations with respect to such acoow\ts as soch cfficets may deem ne:essary or advisable,and to con,plete, execute and deJjver any documeats as banks and similar fitta1\Cial L"\Stitutions.customarily re.iuire to establish any such aoo:>unt and to exercise tho authority granted by this m~lution induding. but not Hnited to, customary signature :ard forms and form banking resolutions. RESOLVED FURTHER thalall form resolution.srequired by any such di!posito~, if ru\y, Afeadoptcdin nchfom\ used by .,-uch d~itory by thU Bo:-.rd, :i..nd that U,e 5«:retary is authorized to c"11ify such resolutions as having beon adopted by the tsoard anci directed to insert a copy of any such form resoluti.ms In the minute bcok of the Corporation. REOLYEDTIJRTHER. that any such depOSitory to whkha coitifiedcopyof u,..., resolutions has been deli'lered by the Secretary ol the Corp«ation is entitled to rely upon such resolutions for all p&rp0se:§ u1\lil it 5;_h:ill hi.we r¢<:t-.ivcd written notice of the revocation or amendment of these resolutions, as adopted by the Board. Oμahlicaoon to ao HusinfSS RE50Ll'ED, that the officer> of the Corporation are h,reby autoorized and direcled fur and on behal/ ol the Ca-poration IO take such acion a, they may deem necessary :_,r advisable to effect the qualification of th~ Corpcration to do business as a fortO'St,rn ,.,.rr::-rntinn in ,,.~rh ~M.t" thr.t t'1eoffi~rs rru'IY di;tE.?tmillll to- N: noceu;uy or appropria-:e:1 or to withdraw from o: terminate the Corporation's qualification to do Qu.GmOGs l1'i :any s1.1.ch6t.ltc. RESOLVED FURTI-~ Ll1i:,t dJlY ~lulion, which i11co1U11Xtion with the foregoing ;hall be certified by the Secretary of the Corporaticn as havmg been adopted by the Board pursuant to th.ts Wrt1tm Ccnsem shall be deem~CL adOpted purSuam to this Written Consent \vith. the same fore and effect as if presente.:l to the Board and adopted !hereby or the date of this Written Consent, and shall be incladed in the minute book Q/ the Corpo·ation. Payment cf Expenses RE50LYED, that the officers.. of the Corporation are h-!te:by authorized and directed tc-~)' Q]J c1\penot~ of the U\corporotion ru-d organiution o( 1.-ht Coipor.-1tion, including reimbursing any peoon far such person's verifiabl, expenses therefor. Agent tor service of Process in Delaware REOLYED, that HARVARD BUSINF.SS SERVICES, INC. ,hall be appointed the Corporation's agent for service of p:OC'ess in OeJaware. Suhs:bapu,: $ FJectioo RESOLVED, that the Corpo-atio.J\ i;ifolll (ll'Xt to be t:11.!tted as a Nsm:ill businet,s corporation" for income lax pu,po._,. under Subchapte, S of Chapter 1 ol the Internal Revenue. Code of 1986,.and unde.r I.he ptualltl provi.:sioru of lJ:e laws of tlle stated Delaware and that the officers of tlu! Corporaijon are hereby authorized and directed lo complet~ and file vr cause to re ftle:i an EloctiOl"I by a Small Uusiness Corporation with the lntcrrul Revenue Sen ice pwsumt to Section 1362(a) of the lniemal Revenue Code and obtaio the written coosent of each stockholder of the Ol,poration lo such Subchapttr 5 election and fUe such :onsent at the same time 1$ the EJection by a SmaU Business Corporation, or within an extended pericd of time as may be granted b)1 the lntPm:'11 R-'W>nuP .~virP AuthQriut:ion of Further Actions RESOLVED, that the officer, of the Corporation are, md each o/ them hereby is, authorized., empowered and dl.rectw., for and on behalf of tru Corpotation, to execute all docummts and to take all furthcr action5 they may deem i\ocessary, appropriate or advisable IO effect the purposes of Mch of the foregoing reso:utions. RESOL VEO, that a.ny a.Ild all actions taken by any off.cer d the Corporation in coMectioa with the matterS r.ontem.plated by the fm'egoin.g r~lutionsare he.reby approved, ratif.,d and confirmed ir, all respects as fully as if 1uch actions had been p~lk!d 'to t:h4l Bo::1rd for .1pproval prior to su.ch action~ bci11g b.k(:n. lN WITNESS WHEREOF, e~h <,/ U,e 1.md~u.igncd,, bt:ing all the directors of U\e Corporation, has executed this Written Consent as of the datt set forth below Date: December 6, 2017 Directors: ---- Mark Hanchett ::, LAWS BYLAWS OF Atlis Motor Vehicles Inc, a EXHIBITS FORM OFSTOCI< CEI\TIFICAlE A1r\21s ... 10• .... , ~~·· STOCK CERTIFICATE 6Mt:MIIMOf ____ WABorCOWM»iST~O· Al\JUIOlOlw-&QUHC. ONnt6MYOf __ .. ,ot __ 111n1(J(UI __ _ Si;I/AlUR!: .. ,,.,,... "'"""" ""'
Exhibit 3.3
EX1A-3 HLDRS RTS 7 exla3a.htm EXHIBIT 1A-3A Exhibit 1A-3A AMENDED AND RESTATED BYLAWS OF ATLIS MOTOR VEHICLES, INC (a Delaware corporation) TABLE OF CONTENTS ARTICLE 1 Offices 1.1 Registered Office 1.2 Other Offices ARTICLE 2 Meeting of Siixkholders 2.1 Place of Meetae 2.2 Arionai Meeotag 2.3 Special Meetings 2.4 Notice of befeetintm 2.5 List of Stockholders 2.6 Organization and Condi= of Business 2.7 Qum= 2.8 Adjotmazoones 2.9 Voting Righrs 2.10 Majority V4tE 2.11 Recard Date for Seixkholtiei- Notice and-Voting 2.12 Prood.n. 2.13 impactors of Eection 2.14 No Action Without a Meeting ARTICLE 3 Dr.o.N. 3.1 Number; Election. Thome and Qualifications 3.2 Director Nominations 3.3 Edge rnient and Vatarcim 3.4 Rignation and Removal 3.5 Powers 3.6 Chaimma of the Board 3.7 Place of Meetings 3.8 Regular Meetings 3.51 Special befeelinp 3.10 Cuomo.. ACtiDll Meeliug, Adioutiamecis 3.11 Anion Without Meeting 3.12 Telephone Meetings 3.13 Committees 114 Fees and CMPE11531:i011 of Direrears ARTICLE 4 Officers 4.1 Officers Debated 4.2 Election 4.3 Tame 4.4 The Executive Chairman of the Board 4.5 The Chief Exectitive Officer TABLE OF CoNraus (tockomiEcri 4.6 The Pnmident 4.7 The Vice Pi dent 4.5 The Secretary 4.9 The Assisi:int Secretary; 4.10 The Chief Financial Officer 4.11 The Treasurer and AsAstant Treasurers 4.12 Bond 4.13 Delegation of Anihority ARTICLE 5 Notices 5.1 Deliver} 5.2 Waiver of Notice ART= 6 In dg.winifiration and Insurance 6.1 Inulemnifiurtion of Officers and Direc fins 6.2 Indemnification of Others 6.3 AdVaIICE Paymeat 6.4 Right of Indeomitee to Thing SI& 6.5 Noii-Exchisivity and Simi-5m3 of Rights; Amt udnienn 6.6 Insurance 6.7 Reliance 6.2 SeverabOity ARTICLE 7 Capital Stock 7.1 Cartificatm. for Shares 7.2 Eiguatrues on Cnifizates 7.3 Trani:der of Stock 7.4 Registered Stockholders 7.5 Lost. Stolen or Des crowd Certificates ARTICLE 2 General Plinians 11 Dividends 8.2 Checks 8.3 Corporate Seal 8.4 Execution of Corporate Conic cis and Tostrumenn 8.5 Rep fauna af Snares of Other Corporations ARTICLE 9 Foram far Adjudication of Divines ARTICLE 10 Amend:mama AMENDED AND RESTATED 3 BYLAWS OF ATLIS MOTOR VEHICLES, IN corp•xodaaal ARTICLE 1 Offices 1.1 ReMstered Office_ The registered office of Adis Motor Vehicles: Inc (the -Company") shall be set fOrth is the Derii5cate ofincorporatio:o of the corporation- Harvard EllalleSE Services_ 16192 Coastal Highway. Leas. Delaware. 1.2 Corporaze Headcruarters. The Company's corporate headquarters and principal eucutipe office s .hat be located at 1828 N. Higley Rd. t 116 Mesa_ AZ 85205. 1.3 Other Offices The corporation may also have officimi at such other places. eiaer within Or without the State of Delaware, as the board of directors of the corporation (the -Board of Diredors") may Emeitime ED time desigtate,Of the business of the corporation may require. ARTICLE }'..setae of Ssockholde 2.1 place of Meetin.e. Meetings of stockholders may be held virmlly or at such place, either wrthin or without the State of Delaware, as may be designated by OT to the manner provided in these bylaws. GE_ if not 5o diesimiated, at the principal executive offices of the corporation. The Board of Directors may. in its sole discretion, (a) detumine that a ineediag of stockholders shall nos be had at any place. lath may instead be held solely by means DE ramose COMMIlliCeEt011. or (b) permit participation by stockholders at such meeting, by means of nmnote c omnrumacari on as authorized by Section 211(a) (2) of the Delaware General Corporation Law (the -DGCL:). 12 4nai,�llfeedag. (a) Annual meetings of ockholders shall be held each year at such date and time as shall be Ci2StVleied from time to time by the Board of Directors and stared in the notice of the meeting. At each sucb anneal meetng: the stockholders shall elect by a plurality vote the number oz directors equal to the =ober DEclizectors of the class whose term expires at such meeting (or: if fewer: the number of directors properly nominated and qualified for election) to held office Iladl the third mcceeding annual meeting of stockholders after their election The stockholders shall also transact such other business as .01:3%, properly- be brought before the meetin.g. Except as otherwise restricted by the certificate of incorporation of the corporation or applicable law: the Board of Directors may postpone: reschedule or cancel any annual meeting of stockholders. To be properly bronglir before the annual meeting_ business nuns be (a) specified in the notice of meeting (Dr any supplennem thereto) given by or at the direction of the Board of Directors, (h) otherinue properly brought before the meeting by or at the direction of the Board of Directors. or (c) Dtherstise properly brought before the meeting try a stockholder of record_ A motion reWed to bus mess proposed to be brought before airy stockholders: meering may be made by any srockholder enritled so vow if the business ps-onosed. is otharurise proper to be brought before the meeting_ How-ever_ any such stockholder may propose business ro be brought before a meeting only if such stockholder has given timely notice to she Secret:my of the corpccation m proper votheu form of the stockholder's infant so propose such business. To be timely, the sSockholder:s notice must be delivered by a nationally recognized courier seraice or mailed by first class United Sham mail, postage or delivery charges prepaid_ and received as the 4 pancipal aecative offices of the oorporation addressed ID the attention of the Semetary of the corpotadon =more thin one hundred twenty (120) da7,:s nor less than ninety (90) days in advance of the amaryersary of the dare of the corporation's prosy statement provided in CHOW:LOD with the pi-slats year's annual meeting of stockholders; prot dca, t•oi. r . drat in the event that no annual meeting was held in the Emotion year or the annual meeting is called for a dare that is name than thirty (3E) days before or after die*ernive-sairy date of the previous sears annual meein notice by the stockholder must be received by the Secretary. of the corporation not later than the dose of business on the Late: of CO the ninetieth (90th) day prior to such amital meeting and (y) the tench (10th) day following the day oo which public annatmceareer of the date of such meeting is first made. For the purposes of these bylaws. 'poditir arE,10:217CMIelle' shall mean disclosure in a press release reported by the Dow tomes News Sertice, Associated Press or a comparable natonal news sera ce or in a document publicly filed by the corporation with the Securities and Exchange Cowratission_ In no evens shall the public announcement of an adjournment or postponement of an annual mee-ing commence a new time period (or extend any time peiod) far the wing of a stocWaalder s nonce as described above. A Atocklralder'snOtME to the Secretary shall set Earth as to each matter the stor'klwOck.r proposes to bring before the annual meeting: (1) a brief descriptor of the bannths desired to be brought before the auniul meeting:. the !Mr of the proposal or business (including the text of any resolutions proposed far consideration and in the event that such business includes a proposal to amend the bylaws of the corporation, the lananane of the proposed ton endnient). and the reasons Stir concbacting such business at the annual meenng; tha name and record address of the stockholder proposing such business and the beneficial owner: if slay, 4r whose behalf the proposal is made: {iii) the class. series and number of shares of the corporation that am owned baceficiaity and of record by doe stockholder and such beneficial owner, (h.) any material threes t ache stockholder in such business: and (v) any other information that is required to be prbtided by the stockholder pursuant so Section 14 of the Securitm Etchange Act of 1934 and the rules and renalations orceranated thereucder (tolled:is-eh% the '1134 Air') in such stockholder's capacity as a proponent of a stockholder proposal. Notwithscia.ding anything to these bylaws to the contrary. no business shall be conducted at the annual meeting except in accordance with the protean-es set forth in this Section nybriticd however. that nothing in this Section shall be deemed to preclude discussion by any stockholder amity business properly brought before the annual meeting. The Chairman of the Board (or such aster person presiding at the meeting in accordance with these bylaws) shall, if the facts warrant determine and declare to the meeting that business was um properly brought before the meeting in accordance with the provisions of this Section_ and if he or she should so determum. he or she shall so declare to the meeting and any such baseness net properly brought before the meeting shall not be transacted 2.3 Spacial. l.feennes. Special meetings DE the stockholders Idly be called for any plirp.D&E. or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, by (a) the Secretary only as the request of the Chairman of the Board, (b) the Executive Chairman of the Board, (c) by a resolution dilly adapted by the affirmative vote of a majority of the Board of Directors or (d) by affirmative vote of he stockholders owning not less than twenty-five percent (25%) of the issued and auEtanding smear of the corporatou yr Feed that the Board of Directors approves Each stockholder reqcunV fora special meeting. Suds request shall state the purpose CT purpo set of the proposed meeting. Business E8t:km[1.2d at any SpEd2.1meeting shall be limitedto the =Gus relating to the purpose or prurpos gated in the notice of meeting. Except as otherwise restricted by the certificate of incorporation or applicable law. the Board of Directors may po.}tpane.,erhadule or cancel any special meeting of stockholders. 2.4 Notice of Meeqij,Q Duero as otherwise provided by low the certificate of incorporation or these bylaws: written notice DE each meeting of stockholders. annual Or special, stating the place, if any: date and hme of the meeting, the means of remote communicadons, if any, by which stockholders and proxy holders may be deemed to be pnnEnt in person and vote at sudi meeting, and, in the case of a special meeting, the pace nr purposes for which such special "meting is called: shall be given to each stockholder entidtd to tote at such meeting not less than ten (10) nor more than sixty (CO} days before the date of the meeting. 2.3 List of Stackholders. The office- m charge of cte stock Ledger of the corporation or the transfer agent shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete hsi of the stockholders entitled to mole at the meeting, arranged in alphabetical order, and showing the address of roar stockholder and the number of share registered in the Tame of each stockholder. Such List shall be open to the examination of any stockholder, for any parpose germane to the meeting: for a period of at least ten (10) days prior to the meetin (a) on a reasonably accessible elech-onic netwak. prodded that the information required to gain access to such list is prodded witia the notice of the meeting, or (b) dining or business hom, at the principal place of business DE the corporation If the meeting is be bald at a place then the list shell also to produced and kept at the time and place of the meeting during the whole rinse thereof and may be in.Ter2d by any stockholder who is present_ If the meeting is to be held solely by means of TEMDZE commenicaston. then the list shall also be open to tie examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, smite infororation required to gain acc.s to such list shall be prodded with the notice of the meeting. 2.6 Oni.ani7ation and Conduct ofialkinP,.S. The Chair= of thud or, in his or her enema, the Executive Chairman of the Board of the corporation or, in their absence, such person as the Bocu-d. of Directors may have designated or_ in the absence of such a person_ such personas may be chm by the holders of a majority of the s.haris eroded to vote who are present in person or by prosy_ shall call SG order any meeting of the stockholders and an as chairman of the meeting. In the absence of the Secretary of the corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoint.. The Chi:in:DM of any meeting of Rockholciers shall determine the order of bonnets and the procedure at the meeting; irh-luarrrE such. Fegulsam of the manner of voting and the conduce of discussion as SEEMS to him or her m order. 2.7 Cloonan Except where otherwise provided by law or the ceniEcase of incorporation of the corporation on these bylaws. the holders of a majority of the voting power of the capita] stock issued XII 011M5atinE and entitled to vote_ present in person or represented by prosy. shall constitute a quo RIM for the EraElEaEllitEl Of busin.5 at all meetings of the stockholders_ 2.8 Adjournment. If a quorum is Dar prEEEILT or represented at any meeting of stockholders, a majority of the stockholders Effesent in person or represented by proxy at the meeting and entitled to ran.. though less than a qualm_ or by any offlcer entitled to preside az such meetinE shall be eroded to adjou-n such meeting from time so time, without notice other than anummomient at ter:meeting_ mull a quorum shall be present or represented_ MED a meeting is adjourned EC another place; date Cif ime_ notice need DIM be 1-em of die adjourned meeting if the place dare and time thereof are announced at ;he meeting at WMC11 the adjournment is taken pan, Mod. or. that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting_ written nonce of the place tf env, date, time and means of remote cramr.rorjrations, if any_ of the adjourned meeting shall be given in conformity herewith At am' adj oumed meeting. any business may be transacted shat> have been transacted ZE the original meeting. 2.9 Voting Riatiq. Unless otherwise provided in the DGC-1.- certificate of incorporation of the corporation: each stockholder shall at Frert. meeting of the stackhoicle-.s be entitled to one vote for each share of the capital stuck has ing votine power held by such stockholder. No holder of shares of the ccrinorsion's common stock shall have the right to =missive votes. 2.14 Majority Vote. When a quonim is present at any meeting, the tern of the holders of a majority of the voting power of the capital Vock and minded to rota- present in person or represented by proxy shad decide any question brought before such meeting, sinless the question is one open which by empress provision of an applicable statute or of the certificate of incorporation of she EarPOIRELDLI or of these bylaws. a different vote is required in which case such express provision shall govern and control the derision of such. question_ Anything ig these Bylaws to the contrary notwithstanding. in the event of a tie rote of Directors in respect of any matter rewiring the nr7P701-31 or authorization of a majoriry of Directors, the Chairman of the Board shall have a tie-breaking voce such that if he or she exercises such vote the matter will be approved or Brahmin* as applicable, by the Board of Directors in accordance with these ByLsws and the prOVL:44:115 of Delaware law. 1.11 Record Date or 6roctainciar rtoace and voang. for purposes or oetermunne me VAXKI:11314E1S entitled to notice of, or to vote at any meeting of stockholders or any adionconens thereof, or entitled so receive payment of any dividend or other distillation or alloacear of any righu. or entitled to etierdse any right in respect of any chsnge. CallVEFIG:laT Exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix_ in advance, a record date, which shall not be more than sivty. (60) days nor less than ten (10) days before the dare of any such meeting nor mare than sisty (60) clays before any other action to which the record dein relates. A detemination of 3rockholders of record entitled to uartice Df Or to vore at a meeting of stocktoiciars shall apply to Illy adj =Luau of the meeting:prover/0 .iicrn m.o., that the Board of Directors may at a new record date for the a di oumed meeting. If the Boaninf Director:, does not so fix a record date: the record date far determining stockholders entitled to 130EiCe ear so yore at a meeting of stockholder shall be or the close of business on the business day next preceding the day on which notice is given or, if notice us waived, at she close of business on the business day next preceding the day on which. the meeting is held. The record date for determining stockholders for any other purpose shall be at the dose of business on the day on which the Board of Directors adopt the rmobation relating to such purpose. 2.12 23-mcim. Each stockholder entided to vote at a mearinz of ackholders may authorize mother person or persons to act far such stockholder by proxy. bur no such proxy shall be voted or aced upon after three years fr its dote, inge.; the proxy provirlt4 for a longer pmiod_ All proxies must be filed with the Secret ry of the corporation al thebeginning &each meeting in artier to be roamed in any vote at the meeting. Subj ea to the limitation set forth in the last dame of the fast sentence of this Section 2_12: a duly ereatted proxy that does not stare that it is irrevocable shall crmr-imma in full farce and effect unless (a) revoke dby she person executing it before the vote pursuant to that prosy, by a witting delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed bv_ or atandmce at the smearing and young in pa non by, the person exerting the pomp/. Dr (b) mitten notice of the death or incapacity of the maker of that proxy is seCeived.17 the corporation before the vote pursuam to shat puffy is counted_ 2.13 Inspeuors of Election_ The Company shall. in advance of any meeang of stockholders, appoint one or MOH. inspectors of elerdon to act at the meeting and make a written rep or thereof. The corporation may di apsare one or MUNE person:, so act as alternate inspectors to replace any inspector who fails to act lino inspector or alternate is able to act at a meeting of stockholders: the person presiding at the meeting shall appoint one or more inspectors to act at dm ach iaspertar, before entering open the discharge of his Di her ducies: shall take and sued an oath faithfully so etecute the diaries of inspector with Stirt itELO2rtialitF and arcordinz to the best of his or her ability_ 2.14 ND Action Without a Meeting. No action shall be taken by the stockholder except at an animal or special meeting of steckhdclers railed and noticed in the Tr.nzin..1 required by these bylaws. The stockholders may not in any airmostance take action by wriften consent ARTICLE 3 Directors 3.1 Numbe. Election. Tenure and Qualifications. The number of directors that shall constitute the entire Board of Directors shall be fined from time no time by resolntion adorned by a 1313jEEirf of the directors of the corporation then in office. No dectease in the number of authorized directors shall have the effect of removing any director before that director's term DEoffice expires. As of the date of these Amended Bylaws. the Board of Directors shall be comprised of six (SS) The Board of Dueaors shall to divided into three (3) classes of two (2) directors, each class to serve for a term of three (3) veers. Class I shall be composed of directors into shall serve until the first annual meeting of stockholders following the effective date of these bylaws. Class II shall be comprised of directors who shall serve until the second annual ['nettling of stockholders following the effective dare of these bylaws. Class DI shall be comprised of dirersors who shall serve until the third annual meeting of stockholders following the effective dam of these bylaws. The Board of Directors is authorized, upon the initial effectiveness of the classification of the Board of Director to assign members of the Board DEDirectors alreat- in of6ce among the =ions classes. Far any Tarot l} imfilled seat on the Board of Directors, the axial:Lug members of the Board of Directors shall appoint temporary Directors to fill board seat.. many class. until the nett annual meeting oEstodshoidets. Notwithstanding the immediately preceding paragrrph: EC031IIIMICillg with the 2030 annual meeting of stockholders, the classification of the Board of Directors shall cease_and all directors shall be elected far toms expiring at the nets succeeding annual meeting of stockholders. 7 3.2 Director Noratnaacars. At each annual catering of the stockholders: directors shall be elected for That class of directors whose terms ale them etiming. except as otherwise provided in Section 3.3, and each director so elected shall held office until such director's successor is duly elected 21331:1. qualified or tumit such director's earlier migration, removal: death or incapacity. Subject to the rights of holden of any class or series of stock having a preference osier the common mock as to dividends or upon Liquidation, nomination of persons for election to the Board of Directors mast be (a) made by ea at the direction of the Board of Directors (or any doh' authorized committee thereof) or (b.] made by any stockholder of record of the corporation entided to vote for the eLecionaf directors at the applicable meeting who con plies with the notice procedures no forth in this Section 3.2. Directors need not be stockholders. Such nominations, other than those made by oral the direction of tbe Board of Directors, shall be made pursuruu to timely notice in writing ro the Secretary of the corporation. To be timely: 2 stockholder's notice shall be delivered by a nationally recognized courier service or mailed by first class United States mail, postage or delhlary charges prepaid and received at the principal executive offices of the corporation addressed to the attention of the Secretary of the corporation (i) in the case of on annual meeting af stockholders, not more then one hundred twenty (120)days ]ess tan ninety (PD) days in advance of die anne.-ersary of the date of the corporation's proxy statement provided ui comedian midi the prelims year's annual meeting of stockholders, pm...idol:I. Cr . that in the event that no annual meeang was held in the previous year or the annual meeting is called for a date mare than thirty (30) days 'before or ate- the atinit:ersary date of the predaus yea' s annual meeting, notice by the stockholder moss be received by the Secretary of the corporation not later than the close of business an the later of (A) the ninetieth (90th) day RAW to each anneal Bleating and (B) the tenth (10th) dal. fallowing the day on which public annouraemeat of the date of such meeting is first made. and (it) in the case of a spedal meeting of stockholders called for the purpose o€ electing directors, not Laser than LI:tech:se of business an the tenth (10th.) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the spedal meeting was made. Such stockholder's notice to the Secretes,' shall set forth {a) as to each person whom the stioc.kholder proposes so nominate for elect:OD ar re-election as o. director, (i) the DIME, age. business address and residence address of the person_ (ii) the prinripal occupation or employment of the parson, (iii) the class_ series and umber of shares of capital stock of the corporation that are owned beneficially by the person, (h.) any other information relating to the person than is required to be disclosed in solicitations for proxies for election of directors pursuant so Section I-1 of the 1934 Act and the rules and regulations promulgated thereunder and (1.1 the nominee's tarytten consent to seise, if elected, and (ii) as to the stockholder giving the notice, (i) the name and record address DE die stockholder, {ii) the class, series and number of shares of capital stock of the corporation that are armed beneficially by the stockholder. and (iii) a description of all artanaemanis or undertandinta between inch stockholder and each person the stockholder proposes for election or re-election as a director pursuaarto which such proposed nomination is balLg made. The corporation may require any proposed nominee to furnish such other inficamation as may reasonably be required by the corporation to determuie the eligibility of such proposed nontinee to serve as a director of the corporation. No person shall be ebgible for election 25 a cliredor of the corporation unless nominated in accordance with the pare:hares set Earth herein_ In connection with any annual meeting of the stockholders (or, if and as applicable, any special meeting of the stockholders), the Chairman of the Board Or sarrb other pesonprexiding at such meeting bloccordancewia these bylaws) may: if the facts warrant determine and declare to the meatuig that a nomination was not node in accordance strith the foregoing procedure. and if he or she should so determ ine. he or she shill so declare to the meeting and the defective nomination shall be disregarded_ 3.3 Enlargement and Vacancies. Except as oituarwise prodded by the certificate of incorporation, subject to the rights of the holders of any series of preferred stock then Getstandmg: nerdy created directorships malting from any increase in the authorized =be of directors or any vacancies in the Board of Directors resulting from death, rerienation. retirement olstitigilifiranon. removal from ofSce or other cause shall be filled solely by a majority I'DiE of the director then in office. atthaagh less than a quorum, or tFY a sole remaining direcrir_ there ESE no directors in office, then an election of directors may be held in the manner prodded by smote. Directors chosen pursuant to any of the foregoing provisions shall hold office until the next annual election at which the rem of the class to which be as she has been elected expires and until such director's successor is (Inky elected and qualified or until such director's earlier resignation or ranch-al. In the Elan!' of a vacancy in the Board of Directors: the rertainity directors, except as otherwise provided by law: or by the tertificate of incorporation or the bylaws of the corporation may exercise the powers of the fall hoard until the vacancy is filled. 3.4 Ermianadon and Renio-.4,1 Any director may resign 21 any time upon written notice to the corporadon at principal place of business addressed to the attention of the Chief Executive Officer: the Secretary. the Chaumun of the Board or die Chair of the NO3:13d.330thig and Corporate Governance Committee of the Board of Directors: who shall in tarn notify the fall Board of Etirectus {although failure to provide such notification to the full Board of shall not mpac-. the effectiveness of such 'simpatico.). Such resignation shall be effective upon receipt of such notice by one of the individuals designated above mless the notice specifies such resignation 40 be effective at some other time or upon the happaiina of some other event. Any director or the entire Board of Directors may be removed but only Lae cause, by the holden of not less than a majority of the voting paws of the capital stook issued and ona-tcadmg then muffled ro vote at an election of directors. 3.3 'owners. The busbies of the corporation shall be managed by or -Lode" the direction of the Board of Directors, which may eserrise all such powers of the corporation and do all such lawful aas and things as are not by statute or by the certificate of incorporation of the corporation or try these bylaws directed or required to be exercised or done by the stockholders 3.ti Chairman of the amid The directors shall elect a Cbnirar AR of the Board (who may be desiganzed Executive Chairman of the Board if serving as an employee of the corporation) and may elem. a Vice Chair of the Boad, each to hold such office until their surassor is elected end gmlifed or until their earlier 'sip:in-ion or removal In the absence or disabdisy of the Chairman of the Board, the Vice Chair of the Board if one has been elected. or another director designated by the Board of Directors, shell perform the dukes and ease the powers of the Chairman of the Board The Chairman of the Board of the corporation cS ll if preset/ preside at all meetings of the stockholders and the Beard of Directors and shall have such other dabs as may be vested in the Chairman of the Board by the Board of Directors. The Vice Chair of the Board of the corporation shall have such duties as may be vested inthe Vice Chair of the Board by the Board of Directors. 3.7 Place of Mee-raps. The Board of Directors may hold meetings, both regular and spacial via virtual ddeccomfarencing &13172Wale or in pm-Eon within or Without the State of Delaware 3.E RPswlarMeatimrc Regular meeting of the Board of Directors may he held without notice at such time andplace as may be determined from time to time by the Board of Directors, pray ickd kcii tin ep, that any director who 35 absent when such a determination is made shall be given prompt notice DE sea. determination 3.9 knecialNEesins. Special meetings of the Board of Duecrors may be called by the Chairman of the Board. the Elective Chairman of the Board. or by the written reqiest of a majoriry of the directors -dim in office. Notice of the time and place if my, of special meetings shall be deliveredpersonalty orb,. telephone 34 each director. or seer by first-CLIES nnail or commercial delivery service: facmile tranmnssion or lay electronic mail or other electronic means. charges prepaid_ seat to such director's business or home address as they appear aeon the records of the corporation. In case such notice is mailed it shall be deposited in the United Stays mail at least three (3) days prior to the time ofholding of the meanng. In case suchnotice is delivered personally or by telephone- or by commercial delivery service, facsimile transmission or electronic mail or other electronic means: it shall be so delivered at least twenty-four (24) hours prior to the time of. the holding of the meeting_ A notice or waiver of notice of a meeting of die Board of Directors need not specify the purposes of the meeting. 3.1G Qurcum. Action at Meeting. Adjournments. At all meetings of the Board of Directors. a majority of directors dam in Office. shall constitute a gamins for the transaction of business and the act of a majority of the directors present at any meeting az which there is a quca-am shall be the act of the Board °Mire-tors, except as may be otherwise sae:if:gab prodded by Law, as it presently exist. or 3:1212V hereafter be 21:1:1143:1Ed. Or by the bylaws of the corporation. If a quorum shall not be present at any meeting of fie Board of Directors_ a majority of the directors present thereat may adjourn the meeting from time to time. without notice other than mmouncemem at the meeaug. until a gamma shall be press!. 3.11 Action Witham Meeting. Unless otherwise restricted by the certificate of incorporation of the corporation or these bylaws. any action regaired or permitted to be taken at any meeting of the Board of Directors or 9- of say committee thereof may be taken nithcrus s meeting: if all maubers of the Board ofDireacas or committee: as the case may be. crnc...m thereto in mating or by electronic Iransaussian, and the muting or writings or electronic iannmassion CT lial:61EiSSiOla are filed with die MiRores Of pIDCeeding of the Board a-Di:reams CT anamainee. 3.12 Telephone or 'i,rideecon:%rence \teejingi. Unless otherwise restricted by the certificsre of incorporation of the corporation or these bylaws, any llielthbEr of the Board of DLTELICT5 or any committee thareamalr participate in a meeting of the Board. of Directors or DE atry committee, as the case maybe by menu of conference telephone: drieoconfarimce software_ or by any farm of commmications equipment by means of which all persons participating in the Liked:ea' can hear each other, and such paracipation in a meeung shall cansoiture presence in person at the 3.13 C ORM= £.25. The Board of Dizet-Eon 33327,. by resokrion. destgnase ODE or mare committees, each coniaminee to consist &one or none of the directors &the corporation The Board of Directors may destgnate one or more directors as alternate ambers &any committee: who may replace any absent disqualified member at any meeting of the committee. In the absence or disqualification of a remobe. of a commiteee, the member or members present at any meeting and not disqualified from voting: whether or not the member CT members present coastinge a gamma may Ealanimausly appoint mother member athe Board of Directors to act at the in the place of any such absem disqualified member. Any tech committee, to the eaten! prodded in the resolution of the Board of Directors. shall have and may exercise all of the lawfully delegated powers sod. authority &the Board &Directors in the management of the business and affairs of the corporation and may earthodize the seal of the corporation to be araKeCl.t0 all papers which may rewire it Inch committee or committees shall hare Bach name or names as MTV be determined from time to time by rolneicra adopted by the Eoard of Directors. Each committee shall keep regular minutes of its meminpa and make such reports 34 the Board of Directors as the Board. of Directors may request or the charter of such catmint:tee Maythen require. Except as the Baud pfDirectors may otherwise determine, any committee may make rules for the conduct of it business, but unless otherwise provided by the directors or in such ran, it business shall be candurred as nearly as-possible in the same ninirIPT as is prosided in these bylaws for the conduct of its tattiness by die Board &Directors. 3.14 Fees and Compensation of Directors. The Board of Directors shall hare the authority to fix the compintatioa of directors. ARTICLE A Ltazak 4.1 Officers Designated_ The officers of the corporation theft be chosen by the Board of Directors and shall be a Chief Executive Officer aDdExecuth-e Claiomen of the Board, a President: 3 Secretary: and a Chief Financial Officer. The-Baud aDirectors may also depose a Treepaer. one Or room ViCE Prendellt. and she or more assistant Secretaries or assisrant Treasurers. Any accubm of
by the LIME person maims the certificate of taco &lion attn. corporation or dais byla,h otherwise provide. 4.2 El-eaten_ Th e Board &Directors shall chooses ChieExeciath., E Officer and Executive Clairmai of the Board a President_ a Secretary and a Chief Finandal Officer. Other officers may be appointed by the Board of Directors or may be appointed by the Execurrir-e Chairman of die Board piasvant so a delegation of authority float be Board of Directors. 4.3 Tenure. FAH" officer of the corporation shall hold office until such officer's successor is appointed and qualified unless a differing term is specified in the vote choosing or appointing such officer, or until SliCh off CaT'S earner death, resignation removal or intspaciry. Any officer emanated by the Board of Directors or by the Executive Chairman of the Hoard may be removed with or without came at any time by the affirmative rose of a majority of the Board of Directors or a committee duly authorized to do so. Any vacancy occurring in any office of the corporation may be filled by the Board of Directors. ar it discretion. Any Officer may resign by delivering &lath officer's written rmignation to the corporation at it pruicipel place of businms ta the attention of the Chief Exeillike Officer or the Secretary. Such resignation shall be effective upon receipt armless it is specified to be effective at soma other time or upon the happening of some other event The Chief Executive Officer and Executive Chairman of the Board_ The Chief ExecoriveOffic er 2:11:1 Eaenauve Chairman of the Board shall preside as all meetings of she stockholders and at all meetings of the Board of DiDeLtors: and shall have general and active management of 113k business of She ccaporation. The Chief Executive Officer and Executive Chairman of the Board than. have genera] charge and maerrision of the business of the corporanon subject to the direction of the Board_ The Executive Chairman of the Board shall also have supervisory rowan over the other officers, and shaft have all other powers commonly incident to such position or which are or from time to time may be delegated ID him or het by the Board of Directors, or which are or may at any time be authorized or required by law. fie or She shall execute bonds..mcstgages and other contract requiring a seal under the seal of the corporation, except where requirad co pernatted by Law to be otherwise signed and es.ecuted and except where the signing and es.ecution thereof shall be e_Noressly delegated by the Board of Directors to some other officer or agent of the corporation 4.3 The President. The President shall, in the event there is no aliP,Exectative Officer or in the absence of the Chief ElSeradVe Officer or in the event of his or her disability_ perform the dirties of the Chief Exectilive Officer, and when so acting. shall have the powers of and be subject to all the restrictions upon the Chief Executive Officer. The Presides shall perform such other duties and have such other rowers as may from time to time be prescribed for such person try the Board of Directors, the Executive Chairman of the Boar& the Chief Executive Officer or these bylaws. 4.d The 'C.-rice President. The Vice President. if any (or in the evens there be more than ODE, the Vice Presiciaih in the order designated by the directors, or in the absence of any designation: in the order of their election): shall. in the absence of the Preadult or in the event o€ his or her disability or refusal ED act. perform the duties of the President and when so antn... shall have the powers of and be subject co all the rmsrictions upon the President. the Vice Prmident(s) shall perform such other duties and have inch other powers as may from time to lane be prescribed for them by the Board of Directors, die Chief Esecutive Officer, the President or these bylaws. 4.7 The Secretion-. The Secretary shall amend a]] BileethE5 of the Board of DLIeCEOTS and the stockholders and record all votes and the proceedings of the meetings in a book to be kept for that purpose and shall perfonn like duties for the standing rem-Puttees, st en require& The Secretar... shall give, or cause to be given, notice of all meeting of stockholders and special meetings of the Board of Directors: and shall perform such other turtles as may from time to [ism be prescribed by the Board of Directors, the Chairman of the Board or the Chief Executive Officer. under whose 511TerriEECOI he or she shall act. the Secretary shall Ogo such instruments on behalf of the corporation as the Secretary may be =hoaxed to sign by the Board of Directors or by law and shall countersign, attest and affix the corporate seal to all cal:Latino and rostrumenrs where such comiternening or such rearm and attesting are necessary to their true 3a:1p:rape execution The Sezraary shall keep: or cause to be ke-pt at the principal executive office or at the office of the corporation's cransfer agent or registrar, as determined by resolution of the Board of Ditectah, a share register. err a duplicate share register_ showing the names of all stockholders and their addresses. the number and classes of shares held by each [le number and daze of cernfacatm issued for the sore and the number and date of cancellation of May certificate 5111:01:1E•ed for cancellation. 4.S The Assistant Secretor.. the Assistant Secrerary, or if there be more than time. any Asstrent Secretaries in the order designated by the Board of Directors (or in the absence of any designation, in the order of their election) shall assist the Secretary in the puiDIDIRL102- of his or her duties and in the absence of the Secretary Or m the event of his or her inability or refusal Do- aci_ perform tie dudes and Eiardse the powers of the Sereetari and shall perfonn such other duties and have such other powers as may from sine to tine be prescribed by the Board of Directors. 4S1 The Chiennancial Officer. The Chief Financial Officer shall be the principal financial officer in charge of doe general accounting books. SCCOurding and cost recards and toren. The Chief Finmcial Officer me!.. also serve as the price ipal accounting officer and shall pato= such oth.er duties and have other powers as max than time to time be prescribed by the Board of Director; or the Chief Executrve OffiCer. 4.10 The Treasurer and Assistant Treasurers. The Treasurer (if one is appointed) shall have such dirties as may be specified by she (711P Financial Officer to assist he Chief Financial Officer in the performance of his or her duties and to perform such other duties and hare other powers as may from time to time be prescribed by the Board of Directors or the C hief Executive Officer_ It shall be the duty of any Assistant Treasurers to assist the Treasurer 11 in the performance of his or her dimes and to perform such other duties and have other powers as may Pram time to time be precribed by the Board of Directors or the rhiP#Fatecutive Officer. 4.11 Band If Fe:Raked In' the Board of Directors, any officer shall care the corporations bond in such Finn and with such surety or sureties and upon such terms and ccaditions as shall be satisLaory to the Board of Directors iorlshiinz NIALliout liceiratiGn a bond for the faithful performance of the ditties of such officer's office and for the restoration to the corporation of all books. papers Touchers, money aged other property of whoteTer land in sixla officer's possession or under such officer's control and belonging to the corporation. 4.12 Deleeation of kutllOrk7 The Board of Directors may from drae to time delegate the powers or duties of any officer to any other officers of agent.. notwidasrandmg any provision hereof. ARTICLE S Notices and Corporate Records. 5.1 Deb.-oar... Whenever.. tinder the provisions of law: or of the certificare 'Amcor-pumice:I of are corporation or these bylaws. written notice is required to be given to any director or stockholder: such notice maybe given by mail, addressed to such director or socckhGldet. at such person's address as it appears on [he records of the corporation: with pomp thereon prepaid_ and such notice shall be deemed to be giten at the time when the same shall be deposited in the United Stites mail on delivered to a nationally recognized courier service. Unless Wrillea notice by mail is required by 1.11W, written notice may also be gtien by commercial delivery senice: fecsimile transmission, electronic means or similar mesas addressed to such director or stockholder at such person's address as it appears on the records of the corporation, in which case such notice shall be deemed to be given when delivered into the control of the persons charged with effecting such =mission. the crammissiGn charge to be paid by the corporation or the person sending such notice and not by the addressee. Oral notice as other in-hand de livery, in person or by telephone. shall be deemed veio at the time it isactually eiven 5.2 Waiver of Nofic enever any notice is required to be griorta under the provisions of law G: of the certificate of incorporation of the cGrpmerion. or °EU:lase bylaws_ a written 17:21TU: signed by the person entirled to notice. ca a waiver by electronic transmission try the poison entitled to sauce whether before or atjterthe ame stared therein, shall be deemed equivalent go notice_ Attendance of a pelson at a meeting shall constithre 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 became the meeting is nor lawfully called or convened. Neither the business io be transaaed at nor the purpose 4 any regular or special meeting of the steckhGlders. directors or members of a committee of directors used be specified in any written wag' er of notice or any waiver by electronic trifm-nksion unless so require) by the certificare of incorporation or these bylaws. Co-comae Records July storiholier of record_ in person or by attorney or other agent, shall upon written demand under oads stating the purpose thereof have the right clueing the usual his of toasimes to inspect for any proper purpose the corporation's stock ledger_ a list alit stocknald.ers. and its miante of Stockholder meenngs for the past MG years. A proper propose shall mean a purpose reasenabbr related ;o such person's interest as a stockholder In every. instance were an attorney or ocher agent shall be the person who seeks the right to inspection. the demand =du oath shall be accompanied by a power DE attorney or such other writing that authorizes the attorney or other EMEL: ID so act on behalf of the stockholder. The denaad under oath shall be directed to the corporation at its registered office or at as principal pLice of Easiness. ARTICLE Inriniiiiflcation. and Insurance 45.1 Iatiennification of Offices and Direcuors. Each person who was Of is made a party or is threatened to be made a par y or' or is mrolved (including, without limitation, as a Virk0.5) in any actual al thleatened action suit or proceeding, whether dslL ail:inn:A administrative or imutigative fhereinafter a '):tywerecliregl: by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer 12 of the corporation (or any predecessor), or is or way serving at the request of the carpet:31ton (or arry predecessor) as a director: officer: employee cir agent of another corporation or of a partnership, Limited liability company. joint tmohire. crag: employee benefit plan sponsored or maintained by the corporation, or other enterprise or any predecessors of such entities) (heriainaiter an :-Trrarrierrizee). shall be inelPThinifiPi and bald harmlima by she corporation to the fullest extent authocized by the DGCL, as the same arise or may hereafter be amended, including. bat not limited to, Section 102(b)(7) of the DGCL (but in the case of any such amencluent, only wo the esteem that such amendment permits the corporation ED provide broader iodenmifiratimii right than said law permitted the corporation to pacrvide prior to such arriPairbrumf). at by ably applicable Law as then in effect against all expense, Liability and loss {including attorneys' fees and related disbursements, judgment, fines, excise taxes or penalties under the Employee Retiremenr Ina:me Security Act of 1974. as =Med Miamitie to time, penalties and amount paid or to he paid in settlement) actually and reasonably incurred or suffered by such Indium-tee in connection therewith. Each person woo is or was serving as a director, office=: employee or agent of a subsidiary of the corporadoo shall be deemed to be signing, or have served at the request of the corporation The right in incbmanification ccinfarred in this Senion 6.1 shall be a [outran. tight Any indRunificgitiGnibutirrt advancemeor DEevpanses) aridffilaBArtide 6 (usale.s ordered by acorn l sail be made by the corporation only as authorized in the specific case upon a deterniimation that imilirinmificancin of the director or officer is proper in the circumaranc es because he or the has met the applicable standard of conduct set firth in the DGCL, as the same exist. or hereafter may be amended (bat in the case DE any such amntiiiragint only to the extent that such amenrimear permits the corporation to provide broader indemnificatien nehrs than said law permitted the corporation DD pro tide prior ID each amandmmit). Such detemainacion shall be alL.ciae With respect to a person who is a director Dr officer at the time of such demi-mm.9 don (a) 1w a majority score of the directors who are not or were not parties to the proceeding in respect of which in1PrimifiratiOD L5 being sought by JruipmniteE (the :-Disiitrsr r seed Di:Feelers"). even though tens than a gamma", (b) by a comnuctee of DiMnterested Directors designated by a majority vote of the Disinterested Directors. even thougi lime than a quorum, (c) if there are no such Disinterested Directors: or if the Disinterested Directors so direct by independent legal counsel in a wrirtim minim to the Board afDn-ectors. a copy of which shall be delivered so Indmucatee_ or (d) by the stockholders. 6.2 Tnirn.wifiration of Others. This Ai-sided sloes not bath the right of the omporation, ED the extent and in the roamer permitted by L7Pi_ in indemnify and to advance expenses to persons other than those persons identified in Section 6.1 when and as authorized by the Board or by the action of a commirtee of the Board or 6mM:oared officers of the corporation established by or designated in resolutions approved by the Beard: koliriest or, that the payment of eip ewes [marred by such a person in advance of the final disposition of the proceeding shall be made only upon receipt b4 the corporation of a mitteu undertaking by such person m repay all amo= so advanced if it shall ialtunately be determined EhErt each parson is not entitled to be indemnified under this Article 6 or otherwise. 6.3 Advance Payment The right to iniii.iivisilfirasion under this _Jirsicle 6 shall include the right to be paid by the corporation the expenses incurred in dafemdinf any such praencling in advance of its final disposition, such advances to be paid by the corporatism within thirty (30.) days after the receipt by the corporation of a statement or stimulant from the claimans segue-ring such advance or advanm from time to time; pray...dad. ho),oreT. Lira if the DGCL requires. the payment o€ such expenses neared by a director or officer in his or her apathy as a director or officer (and not in any ocher capacity in which service was or is rendered by such person while a director or Ginter: inducting, With= limitti011 service to an employee benefit plan in advance- dike final disposition rife proceeding. shall be made only upon delivery to the corpocasion of an undertaking by or on behalf of such director or afaser to repay all anoints so advanced if is shall ultimately be determined that such director or officer is not eat:ideal m be indemnified under Section 6.1 or othentise. rotnithsrnriiiing the tiaregoin unless such right is acquired ocher th.m pursuant to this Article 6. no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such offices is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding: whether citil criminaL administradve or invesi*ative_ if a determination is reasonably and promptly made (al by the Board of Direness by a majority vote of the Disinterested Directors. evies though less than a quorum or (b) by a coramitsee of Disiorezested Dirertors designated by majority vote of the Disinterested Directors, eventhough lies than a quorum or (c) if there are no Disiaterested Directors or the Disinterested Directors so direct, by independent legal counsel in a writi en opinion to the Board ofDirectors, a copy of which shall be delivered to the claimant, Etat die fact 13 knout to the {12CiSiDThillgad2g party at the 12:02 such determination is made demons-tram clearly and ocaiincingly that such person acted in bad faith or in a -itn-i-iPc that such person did not believe to be in or not apposed to the best inaarest of the corporation 45.51 RIEhI of Indennitee to Bring SIM. If a claim (Of inr1Pninification tfallowmg final disposition of such proceeding) or ach-ancement of eripens m. tinder this _Article 6 is not paid in full by die corporation mithin sixty (60) days atore a written claim has been received by the corporation extept in the case of a claim for an advancinuent of expenses, in which caw the applicable period shall be tweity (20) days, the Indanniine may at any time thereafter brut.; suit against the corporation to TECOta£ the unpaid amount of the claim. If successful io whole or in part in any such slut, or in a suit brought by the corparaton to recanw an advancemern of emnenses pursuant to the terms of an undertaking, the Indenmitee shall be entitled to be paid also the expense of prosecuting or dP.f...nding such suit to the fullest eaten; pEnxila.cl by law. In any suit brought by the IndPnintee to en5arce a right to indeomificadon or to an 2Ch2.110EILlellt of expenses hereunder; or by the corporation K. IECOVer as 2CIVELDEEZEUELt of EXpeOSE5 plan= so be terms of an undertaking the burden of proving that the Inchnimitee is not entitled to be itult.uquifitd or to such advancement of expenses: under this Article or otherwise shall be on the corporation 6.5 Non-Exchisivint and Sursivel of Ristht: Amendments. The right to inlAnnific.adon and the palatial; of espeeises incurred in defeadiag a proceeding in advance of it final disposition canfured in this Article 6 shall nor be deemed ierdusiva of any other righr which any person may have or hereaftier acquire under any statute. provision of the certficate of incorporation of the torporanon: bylaws: agreement_ 'rote of stockholders or Digingoected Dinenms or othernisE and shall continue as to a person who has ceased so be a director: officer: employee or 31MIE of the corporation and shall inure to the benefit of the heirs. Emperor and ail ninistrarors of such a person .Any repeal or modification of the provisions DE this Artiste 6 shall not in any way dirniniRtt or adversely affect the rights of SLY director, officer employee or agent of the corporation h&-eunda- in respect of any occurrence ea matter arising prior so any such repeal or modification 6.6 In perm nce. The corporation may purchase and maintain insurance on in own behalf and on behalf of any Pernarl who is orates a direnor, officer. employee or agent of the corporation, Of iS Or AM sere inn al die-ID:Kea of the CGIFECIF2d0:11 as a director. DEICE% employee 4I agent of another corporation, partnership. joint vEDILIEcuss. employee benefit plan or other enterprise against arty expense, liabilitg or loss asserted against such person and incurred by such person in any such capacity. or arcing ant of such person's status as Ruch whether or not the corporation would have the power to inikminitir such person against such expenses, ¶utility or lass under the EIGCL. 6.7 13 Fella Fir+. Persons who after the date of the adoption of this. PIIYMiC11 be come or remain directors on officers of the corporation shell be conclusively presumed to have relied on the rights to indemnity. advaace of expenses and other ngtirs coundoed in this Article 6 in miming into or couniming such service. The rights to itidt.rmifiration and to the advance of expenses conferred in this Arode 6 shall apply to []sums made against an Intlewmitee acing out of acts or OntiSEIOCIS that occurred or occur loth prior and subseniumt to the adoption hereof. 6.2 .$evembility If any word, clause. provision or provisions of this Article 6 shall be held to be invalid, illegal or unenforceable for any reason whatsoever (a) the validity legalily and mforteability of the remaining prorisions of this Article 6 (inducting, wrthour limitation. each portion of any section ar parapaph DE this Article 6 cciarmning any such provision held to be illegal or uneaforceable, that is not itself held to be invalid_ illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest avatar possible_ the proll6mq. of this Article 6 (imelnding. without limitation, each such portion of any section or paragraph of this Article 6 containing any such provision held to be invalid illegal or unenforceable) shall be construed so as to grim effect to the intent manifested by the inon held invalid, illegal or unenforceable ARTICLE Capital Stock 7.1 Certificates for Shares. The shares of the corporation shall be (i) represented by certif cates or (Li) uncertfficatecl and evidenced by a boak-ently SySfE111. maintained by or through the corporation's transfer agent or registrar. Carl:if:Icahn shall be signed by. or in the Mile of the corporation by, the Cl airman of the Board, the ChieL Executive Office-, the Readapt or 2 .C,riCe President and by the C-ai ef Froandal Officer. die Treasurer or an. Assistant 14 Treasure. or the Sea-F.ery or an Assistant Secretary of the corporation Certificate may be issued for partly paid S.13.1 . and L.11 such case upon the face or back of the certificates issued ID repreent any such partly paid shares; the total amount eta cansideratoo ;o be paid therefor and the amount paid thereon shall be specified. Within a reasonable time after the issuance or traner ofuncertifcated stock, the corporation shall send or cause ro be sent to tie registered owner thereof a written notice containing the information required by the l)6CL or a statement this the corporation will furnish without charge to each stockholder who so requests the powers; desipiadons. preferiences and TelatiTE. partidpadag, apion21 or other 9NECi2.1 rights of each class of stock or series thereof and the qualifications; limitations or retrictices of such preference aZiliDI rights. 7.2 Sienaree on C ear:mates. Any or all Gf the &immures on a cenifacare may be a famimile. In case any officer, transfer agent afregistar into has signed or whose facciraile signature has been placed upon a certificate shall have ceased to be such officer; riansfer agent Of regiserar b-efare such certificate is limed it may be issued by the corporation with the same effect as if he were such officer, transfer ageor ar rest= a the date of issue. 7.3 Transfer of Stock. Upon surrender to the corporation or the transfer agent of the carporat DU of a certificate of shares duly endorsed or accompanied by proper evidence of succession_ assiptation or authority to transfer, and proper evidence of compliance of other condiuons to righlfal transfer; it shall be the duty of the corporation to issue a new certifiCREE to the plES011 entitled thereto. cancel the old cetificate and record the. =mac dam upon in. books. Upon receipt of proper transfer instructions and proper evidence of compliance of other conditions to nghtful tangier from the registered owner of uncertificated shares; such =certificated shares shall be canceled and issuance of new equivalent imcetifac red shares or cerdficated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corpondron. al kggrered Stockholders. The corporation shall be enlitted so recognize the exclusive right of a person registered an in hacks as the awaer of shares ro receive dividends, and to vote as such owner. and to hold liable for calls and 25DEEsmeom a person registered on its boola as the owner of shares; and shall not be boned to ream:Liza any equitable or other claim ra or interest in each share or shares an the pert of any other pernce. whether or not it shall have erpress or other notice thereof except as 4theTWiSE provided by the laws of Delantne. 7.3 Lost Stolen or Di rovied Cetifimuti The corporation may direct that a new certificate or certificate be issued to replace any certificate cc cerdficates theretofore issued by She corporation alleged to have been loss stolen or des toyed upon Me making of an affidavit of diet fact by the person claiming the certificate of stock to be lo it. stolen or destroyed and on such teraas and conditions as the corporation may require. When audio rim the issue of a new certificate or ternfitates; the corporation may; Min discrecion sodas a condition precedent to the issuance thereof require the owner of the lost stolen or destroyed certificate or certificates. or his or her Legal representative, to advertise the same in such =mar as it shall require, to indomnify the corporation in such manner as it may require; ardor to give the corporation a bond or other ode:pare security in such sum as it may direct as indemnity against any claim that may be made apnea the corporation with respect. to the certificate alleged to have been last, stolen or destroyed_ ARTICLE 3 General Provisions 3.1 addends. Dirid.ends upon the caporal stock of the corporation, subject to any restrictions contained En the DGCL or the provisions of the certificare of hump-oration of the carparation, if may, may be declared by We Board of Directors at any regular or special meeting or by unanimous vr-ritran consent. Dividends may be paid in cask mproperty or in shares of capital stock, subject to the provisions of tie certificate of incorporation of the orporation. 3.2 Checks. All chech. Gr demands fa- money and notes of the corporation shall be signed by such officer cc officers or each am' pal-5014N persons as the Board of Director& may from time to time designate. 3.3 Corporate Seel. The Beard of Directors may, by rierlialion; adopt a corporate seal. The corporate seal shall have inscribed thereon the name of We corporation, the year of ins organization and the word 'Delaware.' IS The seal may be used by causing it ore fmmitollo thereof to be impressed a affixed as otherwise reproduced The seal moo. be altered from time so time by doe Board of Directors. 8.4 ' t The Board of Directors. except 3E otherwise provided in tune bylaws: may authorize any officer or offions, or agent or ogenn: to enter into any contractor eC1:13E any instrament itr the name of and on behalf of the cacporation; such authority may be general or ccriffined ED specffic instances. Unless so authorized or raililled by the Board of Directors or within the agency power of ffi officer. no officer, agent or employee shall have any pawer or authority to bind the corporation by any conioact or enpigenient ca to pledge its credit or to made it liable for any purpose or far any anion= 8.5 Representation of Stain of Other Corporaticois. The Chief Exact:lave Officer: the Preoidem or any Vice Pnni.dent, the Chief Financial Officer or the Treasurer or any Assigant Treasurer: or the Secretary ca any Assistant Secretaa-y of the corporation is authorized to vote, reponent and exercise on behalf of the corporation 211 righls incident do any and all shares of any corporation or corporations or similar ownership interests of other buriness entities tramline in the name of the corporation The authariry hereto granted ID said officers in vote or represent an behalf of the corporotion any and all shares or similar crazier-hin intern-Es held by the corporation. in may other corporation or corporations or other braining entities may be exercised either by such officers in person or by LT.. other pusan authorized oo to do by poor:), or pawn. of attorney dialy etecuted by said officers. ARTICLE 9 For for Adiudication of Dieosr'et 9.1 ijamive Foram Delaware Chancery Court To the fullest extent permitted by law: and 'mina the corporation consent in wththig so the relation of an alternative foruz e. the Court of Chancery of the Some of Delaware thr, if that court lacks sibiecr ma= ruaisrEction, another federal or state mart situated in the State DE Delaware), shall he the sole and occlusive forma for {a) any deri ve action or proceeding brought in the trance or rioht of the corporation or on its behalf. lb) any action asserting a claim 5or breach of any fiduciary lorry' owed by airy director; officer, employee or agent of the corporation to the corporation or the corporal:lot:l.'s ilrockholclers, (c) any action arising or asserting a CLibilariSillg pursuant 10 any prodsion of the DCyCL [Tony provision of the certificate of incorporation or thine bylaws or (d) any action asserting a claim governed by die internal affairs doctrine, iocluding. without limitation, any action to interpret apply, enforce or determine the validity of the certificate of incorporation or these bylaws. Any person or canto. purchasing or otherwise acquiring any interest in shorn of capital stock of the corporation shall be deemed to hate notice or-and consented to the prodsions of this Section 9.13%2 Exclusive 'Forum Federal District Coma. Unless the corporation coraemos in wiring the selection of an alternative forma, the federal district courts of the United States shall be the endasive BDTLIEC for the resolution of any complaint asserting a cause of action under the Securilies Act of 1933 and the Securities Exchanpe Act- of 1934. Any person or entity purhs.zinE or otherwise acouirme any interest in shales of capiml stock of the corporation shall be deemed to have notice of and consented to th.eprcoisions of this Section 9.2. ARTICLE 10 Aniendin.ents Subject to the laws of the Stare of Delowam, the Board of Dirersors is expressly authorized to adopt, mind or repeal the bylaws of the corporation, without any anion on the part of the stockholders by the vote DE at least a majority of the directors of the corporation then in office_ In addition to any vote of the holders of any class or series of stock of the corporation required by die DGE-7.- or she CeitificalE of incorporation of the corporation, the bylaws may also be adopted, amended. or repealed by the affirmative vote of the holders of at least sissy-sit and Ma-thirds percent (66-2.3%) of the voting pawn of the shorn of the capita] sock of the corporation entitled to rate in die election of directors, voting as one class. 16 CERTIFICATE OF SECRETARY I, the ithilerAgned, hereby certify. tail axe a duly elected, acting and qualified Secretary of Anis Motor Vehicles, LIE, 3 Delawar e corporation:. and thou the foregoing Bylaws, comprising 16 wpm, constitute the Bylaws of mach cmpar alion as duly adopted by the board of cliremors of such corporation all , 2021, winch Bylaws became effective , 202 L IN WITNESS WHEREOF, I hove hem= subscribed my name as of the day of , 2021. Secretary 17 £X1A-3A AMENDMENTS TO THE BYLAWS FAH:ETC CCRIVICATG 4F AMCLilLitY.00 OP THE IlYkAWS 04 MI Mime Wrinkles The undersigned, Nit& ii the LGI P eiecteo igidifdr acting; Sore iary or Artier Motor Vehitlel, a Delaware carpDratiCal ithe 'Cgmparin doot twryby cortifv,, ash:111:ms: • $ect.an 5.1 Di Article w to the 3s.lawS ei Oh? CgendanY was amended, unarvnichs written edtdebt Of khe itoard, on December 12, 2D17. [O. read In it5errtirfltv. ig boliewa: `Sactlan CersiFrtme of Shares. Sawelig/ the cfleparation's Lines may he c2rtir,ed er uncertified. ad prom:We order Deawarc hay, and sham be emeheit mine 1.1.91:11tt or sea LorlIcrr.rvall arid registered at rIIy are hsatred. CertrhcatesropreNerrtrng stigres or the {CrOdiraliOn'$ WOO $hall IDa Aped In the name of the corporation Err the enairrnari 61 Mei:roan% Or incecharmanar the board or the Oiler egeo..rive Officer or president or vice president and Err the ihiet I1Fket Or Iltalgant treasurer Or the setretary Or amp 055iitarni secretary. 1:Parrying iloo number of shores and the CIES pr 544eSad 0.1.DRIC•wrierd by the sharehaleer Any of ail et the aim naLurei 4n the iierlIfir.aia may be facsimile. Ir the even,' thet eery drliter, trOn513f agent, or teolwar whei I.kL signed Dr wriase faceirrille ilanatvre repel Petri ;Wt.:Inn tha DrIti.ftcalesFal haw seated Si!' be MR offiter.tiansfer ?gout or registrar brro,e ihat ce,beirete itstard, it map be awed kr, iFie torg4 rag% we. The umeeffeer 3511 that perton were drIliffliNt, trariallel agent. or regiVIPe. DI the diGE. 0l Isut. Within a re/amiable time after Vie Istuarsca pr Vander of dricerfillied shores, the rofoorarkin i&I wild the registered crwiorthereof a wrolen nines rhea dill lei WO iM name of =ha cocp y.ption, thin khe comet ion !sari:awed under the L,Sooi ad the $iazt Cf D4114.4r4, The name a/ Llies.fiereFierblef. Let ant rLrie(and the deslariatan of tIr.exrlek.K emir) [hp shares ropresartarl. ;1,41 any rwoncrinnq mr, Ike tanners or rails/ration of such shams apposed ty (1'14 ceeporatlan's certrficate of incorporation. chess by-nkws. any gra-onions iterIng ihorehoderi or eny agreement between ShPrehAklocs and The tdrooraCcr..- ▪ Set-owl-5,j or Arcips V of She 9ylavis of she company was wrieniLesl. Lr,r Lvieninlcv. warren r-C.M.C.Pt es the &A. d, On DEC( MKT! 111. to read in its errEsety, no losawi• "Session 51. koiE Ceriinratas. Eixopt an pro...der:1,n Phis Seccictr. 5.2, me for shares or urKertified Shbres anall be ilti-rod SV nit:dace an aid cerlidlcateunami lFe 4114;4 surreodered to the corpilteliVi sad ev.te.af :r tries:arm TIRE The 1:4111;nrdw 4niino, taw one share certificate or rertificote Far pry VIM+ 5,ef..unty Is. tort, Ttnien, cc.clestivred. puthune the Itlyllin.ar Applararniani cartrilcate ai stock, Dr uncertified charts in oiRce of a certificate prenrldij*r !mad by It an such terms nod condlii.Prn the trdairel mar 'VEIL.It, in4ludind aretilSkirl Ply inciornrAfication of the coretiY.i...idn knureli trir y Dana or other al:kw:Ent! secgrihf surticleni rip pram/ Lhe I`.drw8lIb l WilA112 nil claim that roxi be made wrist IL. inth,kans any empenseoi an KLOWir of lira 'limed IONS, theft, ar deltruLOor of the 49 eenrfeete co the Nuance of the neplacemenl certtflurte ur unEertilied shares.' 3. r'ie Foregoing erflerdfnent,sintne Enesei of the Perpnration have put been nrfoelffied, emenzleq fesunded, or few:fled Rod rerngin In itf torxe and effect on the diem hereof The underslimlttis omerutedth " as or pecirroef ii, 2017 Meft minchen Chief Eeeculive Officer and Director Name ,1 Title 49
offices may be held
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION 5jk4 agsu lis.biski jug. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware_ DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of Agja Iylotoz 'Vehicles br. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "FOURTH:" so that, as onkrildeil said Article shall be and read as follows: "The total number of shares of stock which the corporation is authorized to issue is 60,01:141000 shares of common stock having a par valise of $0.0001 per share." SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN 'WITNESS WHEREOF, said Adis Motor Vehicles Inc. has caused this certificate to be sinned by an authorized officer, this 22 day of January , 2020. BY: -Signature Mark Hanche t t Name: -please print Authorized Of per cirqxr RightSignature SIGNATURE CERTIFICATE 7RalloloCT14111 DtgilL9 Radars...co Humber 12115441104*1-1-411-131784-4E1112F5EIA617 Transactlan Tyra 54randrai Rai:wall Sant Ad 41,121:7020 1.4:43 107 darsoutod id 3l..72:2020 MN HI hadrattly aliiiiirad anion 15 istrIbiokledi ilakinail amyl 97onrel Chaelmaloa ▪ ilaeauon elan pia bind CIRILGUMElik Mossroda Mal Mad SIGNERS 4141allin Nora .alt Wain %Naas Inc avail anaradratikamoroonahicias. cars Compeamin 111 REFERENCE NUMBER 023814411.11448441.2.SDS44111 D2F Sah.617 113:43CIA1iid1T8ETNI.S. toraarmank idiom Ad.& *our Varrtlas Ir,c - StrJ,7t Arnonedoorris filiaisista aThs_motaryeirio_ira_._stack_anwporrankr.1:01 Pada& 1 dada Conaorielyisa appicarrarVpair PIM 5-Isi n E.E1 -13elpinal. { ha& loam E.9ida51:111.11,2 WPM SIMLA Viardial kik Woo 01122.2020 21129 EST Multi:aerie Dioleal Rnorrionat Cinachsurn Irlootlir Arueloarildoraal Al , ,,,yy , 41,Q2.2020 MIN 107 litirdel lir I AUDITS MORIFTINV MINT iF Addrass SS 10.700.75 Davits Crams ,le wneiaws Drawn 5apookaira 119notano laWarraca lb 142LS1E1 ilsemiano !linable Corot 13 4:11,r2212020 20.:29 EST 03172:2010 21134 MM &Inbar Van:Ida& Inc irnorkassiscrortorraliciamourn) Lipari do doconnora an °Warm 41.11 96.1{.5.21113.73 81172:2010 21134 Mr linter Varicliar Inc iroorkgrallscrortorraiiclamourn) auttrookicauld aaa romal. an °Warm ola WIndaris rram 9616.5.21113.75 41/22?2020 Esi Mr linter Vardclas Inc iroorkaalisoanaraoricl000n) ilariCIT Ina docomara an Clorena old 1Nk6y.is Imre. 9616.5.21113.75, 4ip1r2727 3.9s9 EST Mr linter Weida& Inc lroorkiNalsmaioroaliciamorrn) 411IpiGa Vw CI:CLIMM an Moth 510an ...Is as tram 174.233.10.4. ca,mano 113!33 EST Mr linter Vahador Inc Iroorkgraaismatarvoiricsicaom) in:ono:Ina clocomort an riablo &Man yw i05 tram 174.23:13.6.211. 81,121:2020 14443 EST Mr Minor Whack& Inc Iroorloirialsootarvorkaocoom) araolaa a ink to sign. 81,111.2020 1,144.1 EST Harvard Flings Town Irlingariclolarraraincarrn) crostini &coolant 'allikmarar oahelasanc_-rockarriareirmarrs.por an Maar:at &Vow ala lidirdoars laoan 7444.220.43. -ALALIEMWD AND RESTATED BYLAWS OF ATLIS MOTOR VEHICLES, INC (a Delaware corporation) TAIILE OF CONTENTS ARTICLE 1 Officm 1.1 Registered Office 1.2 Other Offices ARTICLE 2 Meeting of Sirxkholders 2.1 Place of Meetinz 2.2 Amaral Meeting 2.3 Special Meetings 2.4 Notice of Meetings 2.5 List of Stualiolders 2.6 Organization and Conduct of Business 2.7 Qua= 2.E Adlomminems 2.4 Sating Fights 2.10 Majority Vote 2.11 Record Date for S ackholder Notice and Voting 2.12 Prmicii. 2.13 Inspectors of Electian 2.14 ND Action Whim= a Meeting ARTICLE 3 DErectors 3.1 Number, Election, Terme and QUELlifiCatialS 3.2 Director Nominations 3.3 Eulargeutait and Vacancies 3.4 Resignation and Removal 3.5 Powers 3.6 Chaim of the Board 3.7 Place of Meetings 3.2 Re exilarhfeetrags 3.9 Special Meeting 3.10 Quorum. Action sr Meelimm, Adionaimecis 3.11 Actium Without Meeting 3.12 Telephone Meetings 3.13 Committees 3.14 Fees and. C ammens atm of-Directors ARTICLE 4 Officers 4.1 Officers D ignetect. 4.2 Election 4.3 Terme 4.4 The Executive Chairman of the Board 4.5 The C ief Executive Officer 2 TABLE OF CONTENTS (contimied) 4.11 The PPIE idea! 4.7 The lace President 4.5 The Secretary. 4.9 The Assistant Secretary 4.10 The Chief Financial Officer 4.11 The Treasurer anti Assistant Treapirers 4.12 Bond 4.13 Delegation of Authority ARTICLE 5 Notices 5.1 Delivery 5.2 Waiver of Notice ARTICLE d iniii..r-inifiration and Insizance 6.1 IluiEELEi6E2tiCal of Officers and Direcior 6.2 IndemniEcation of Others 6.3 Advance Payment 6.4 Right of Ingkoznitee to Bring Suit 6.3 Non-Esclusillty and Survival of Right.; A1:132nanipntq 6.15 Insurance 6.7 Reliance 6.8 Severabiliry ARTICLE 7 -Caphal. Stock 7.1 Certificates 5or Shares 7.2 Signatures on Certifirates 7.3 Tranafer of Stock 7.4 Registered SAockholders 7.5 Lost Stolen o¢ Destroyed Certificaies ARTICLE 8 General Provisions 8.1 Driddeods 8.2 Checks 8.3 Corporate Seal Execution of Corporate Contracts and Instrumeat 8.3 Represeutation of Shares of Other Corporations ARTICLE g For for Adjudication of Disputes ARTICLE illAmendmenis AMENDED AND RESTATED BYL IT S OF ALMS MOTOR VEHICLES, INC ti INIANWITT Corp.:1E161A ARTICLE 1 Offices 1.1 Registered OffiCE. The registered office of Adis Motor Vollirlcs. hoc (the “Compaan shall be set fOrd1111 the certisficate of incorporation of she corporatism—Harvard Business Services_ 16192 Coastal Highnirv, Len-es, Delaware. 1.2 Corporate Headquarters. The Company's corporate head secs and principal execs:live offices shall be located at 1E28 N. Higley Rd. :411.5 Mesa, AZ 85205- 1.3 Othm Offices The corporation may also have offices at Euphonies. places. either within or nithout the Stare of Delaware, as the board of directors of the corporodon (the 'Board ofDireetori) may Earn time so time designate, or the business of the coloration may require. ARTICLE 2 2.1 Place of Mamma. Meetings of stockholders may be held rirMally or at such place either within or without the State of Delaware: as may be designated by or in the manner provided in. these bylaws: or, if rot so desiviared. at the principal eteoative offices of the corporation. The Board of Directors may, in in. sole discretion, (a) determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote comumnicanon. or (b permir particrpation by stockholders 27 such meeting, by means of remote communication as authorized by.. Section 211(0 (2) of the Delaware General Corporation Law (the -DGCL:). 2.2 Arousal Meeting. (a) Annual meetings of stockholders 40.11 be held each wear at such date and time as shall be ciesivated from time so time by she Board of Directors and stared in the notice of die meeting. As each such annual meeting: the stockholders shall elect by a phrality cote the number of dizectors equal to the number of directors ante class whose term expires at such meenng (or, if fewer: the number of directors properly noted and traalified 5at election) to hold office until the third succeeding sinned meeting of stockholders after then-election. The stockholders shall also transact such other business m may properly be brought before the rneeang. Except as otherwise restricted by the seraficate of incorporation of the corporation or applicable law: the Boord. of Directors may posspcuie, reschedule or cancel any vrniklthaeting of stockholders. 10 be property tranglit before the annual aleertmg. busuless must be specified in the nonce of meeting (or any supplement thereto) given by co at the direction of the Board of Directors: (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) othanaioe property houalit before the mectina by a stockholder of record. A motion. related so kominms proposed to be brought before any stockholders' meenng maY be made by my etockholdei entitled to Tose if the business proposed is otherwise proper to be brought before the meeting_1101VEVE7_ any such srcrahDLthr may pmpose busioms tube brought before a meeting only if such stockholder has given timely notice in the Secretary of the corporancui in proper written Cann of the stockholtim:s Threat so propose such business. To be timely, the sSockholder's notice nmsr be delivered by a nationally recognized courser service or mailed by first class United Stalin mail, postage or delivery charges prepaid, and reserved at the 4 panripal executive office; of the oxporalion addressed to the attention of the kg:ref:try of the corporation not more than one hundred tweity (120) days nor less than ninety (90) days in advice oa the anniversary of the date of the proxy statement prodded in connection with the previous year's annual meeting of stockholders; ,54171jareit tionveror. that in the event that no annual meeting leas held in the panic& year or the annual meeting is called for a ante that is raore than thirty (30) days before or after the atuaiversary date of the previous year's annual meeting; notice by the stuck holder must be received by the Secretary of the corporation not later than the close of business on. the Lazer of CI) the ninetieth {94th) day prior to such zuMna meeting and (y) the tenth (14th) day following the day on which plata annormconent of the date of ankh nicotine is first made. For the purpo;es of tune bylaws 'grub & somennexeseatt- shall mean di3cLosicie in a press release reported by the Dow Jones News Service; Associated Pres; or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission. In no event shall the public annormcement of an adjournment or postpone:am of an annual meeting conamence a new time period (or errand any time period) forthe giring of a stockholder's notice as described above. A Auckholder's nonce to the Secretary shall set forth as to each matter the stockholder proposes to bring before the am/al meeting: (i) a brief dem:Apt:ion of the loustums desired to be brought before the annual meeting, the rem of the proposal or business .Lindiading the text of any timohalions proposed for consideration and in the event that such business includes a proposal to amend she bylaws of the corporation_ the language of the proposed amendment}. and the reasons for conductina such business at the =nal meeting; (ii) the name and record address of the gockholder proposing such business and the beneficial owner. if any, on whose behalf the proposal is made. (di) the class. series and number of shares of the corporation that are waned benefocialfy and of record by the stockholder and such beneficial owner; (iv) any materiel inzerest of the stockholder in sock business; and (v) any other information that is required to be provided by the stockholder pairnaat to Section 14 of the Securities Exchange Act of 1934 and the toles and regulations promulgated there mder (collectively, the '1034 Acf) in such stockholder's ,aleauly .1= a knuipturam vi d 41-A-Md14.1110.6 p15,10.0.01. otwithscinding anything in these bylaws to the contrary. no business shall be conducted al the annual meenng except in accordance wide the procedures set fordo in this Serb= movicia. howcver. that nothing in this Section shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meming. The Chairman of the Board (or such other person presiding at the meeting ill accordance with these bylaws) shall. if the facts warrant, determine and declare to the meetine that business was not Droperly brought before the meeting in accordance with the provisions of this Section, and if he or she should so determina he or she Skill so declare to the meeting and any such busiams not properly brought before the meeting shall not be transacted Noecia. eneeungs. specuu meenngs DE SIE ETAXE114112eIE may De caned nor any purpose or purposes, trains otherwise prescribed by statute or by the certificate of incorporation, by (a) the Secretary only at the request of the Chairman of the Beard, {b) the Es:eon:bre Chairman of the Board (c) by a resolution doh' adopted by the affirmative vote of a majority of the Board of Directors or (d) by affirmance vote of the stockholders owning not less than to-enty-ftve percent Mg t) of the issued and othnse Ming stock of the corporation; pretto'cd that the Board of DiTEC(015 approves such wor'klullaPr request for especial meeting. Such reqamt shall state the purpose or pwroses of the proposed meeting. Easiness a-anwcted at any special meeting shall be Limited to the matters relating to the puspo se purposm stated in the notice of meetng. Except as otherwise restricted by the certificate of incorporation or applicable law. the Board of Diremors may postpone, reschedule or cancel any special meeting of stockholders . 2.4 ;kToti € of Meounu. Except as otherwise proridedby Law_ the certificate of incorporation or these bylaws: written notice of each meeting of stockholders. annual or special stating the place, if any, date and time 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: and, in the case of a special meeting. the purpose as purposes for which such special meeting is called shall be given to each stockholde- entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the dare of the meeting. 2.3 List of Stodtholders. The officer in charge of the stock ledger of the corporation or the transfer agent shall prepare and make, at least ten (10) days before every Kneeling of stockholdms. a complete list of the stockholders entitled to vote at the meetmg, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name DE each scockhalder. Such list shall be open to the examination of any stockholder, for arty purpose germane to the meeting, for a period of at Least ten (10) days prior to the meeting, (a) ein a reasonably accessible electronic network; prorided that the information required to gain access to Ludt List Ls provided with Me notice of the meelang. or (b) sharing ordinary busumss hoios. ar the principal place of business of the E01130131i09_ If the meeting is to be liPld ar a plate: then the list shall also be produced and kept 21 the ULme and place of the meeting daTiThE the whole time thereof, and mac be inspected by any stockholder who is present If the meeting is to be held solely by memis of remote tommuoicaticia then the Lig shall also be open 54 the examination of any stockholder cluing the whole time of the meeting an a reasonably accessible EleC9461iC network; and the information required to gain access to such list shell be provided with the nonce of the meeting. 2.d Onianization and Conduct of Bitsin...a. The Chaim of the Board or, in his or her absence. the Exertere Chairman of the Board of the corporation or. in their absence, such person as the Board of Directors may have designated or_ in the absence of each a person_ such person as may be chosen by the holders of a majority of the shares entitlei to rote who are present. in person or try marry. shall call to order say meeting of the stockholders and art as chairman of the meeting. In the absence of the Semetary of the corporation_ the secretary of the meeting shall be such person as the chairman oldie meeting appoints. The E2131/322II of any meeting of stockholders shell detername the order of Business and the procedure at the meeting inclining such regulation DE the manner of voting and the conduct of discussion a; seems to him or her m order. 2.7 Qaamp. Except where otherwise prodded by law or the certificate of incorporation of the corpounion or these bylaws. the holders of a majority of the voting power of the capital stock issued and outstanding and entitled tO VOIP, present in person or remmentedby prosy, shall C011Sti3Ete a warm for the transaction of business at all meetings of the stockholders. 2.S Adjournment.. If a quorum is nor present or repr.mented at any meeting of stockholders, a maiority of the stockholders present in person or represented proxy at the meeting and entitled to vote. though Less than a quorum_ or by any ofiEser entitled to preside ar such megrim; shall be entitled to adjourn such meeting from time to time. witlictat notice other than al130113EEllbaril at the meeting, until a otionma shrill be present or represeated. When a meeting is adjouromno another place, date or time, notice need not be given of the adjourned meeting if the place date and time thereof ale announced at the meeting at which the adjosarnmeit is takeo;.gravidiaa ibuktecor. that if the date of any adjourned meeting is more than thirty OD) days after the date for which the meeting was originally noticed, or if a new record date is rimed for the adjourned meeting. written notice of the plate if amp, date, time and means of remote cnremonirnions. if any_ of the adjourned meeting shall be given is oonformity herewith Ar any adj ourned meeting, any business may be annsactei that might have been transacted 22 the original meeeang. 2.9 Voting Rizlig. Unless otherwise provided in the DGCL: certificate of incorporation of the corpounion: each stockholder shall at ETErir meeting of the stockholder; be entitled to one Tote for each share of the capital stock hating voting power held by surJa stockholder. No holder of shares of the corporation's common stock shall have the ri,graito reemilanye votes. 2.10. Majority Vote. When a nuonim is present at any meeting: the vote of the hoiden. or a majoriry of the voting power of the capital stock and Eri/leti to vote present in person or represented by proxy shall decide any cpiestion brought before such meeting. unless the question is one upon which by express provision DE an applicable statute or of the certificate of incorporation of the corporation or of these byLaws, a different vote is required m which case such express provision shall govern and control the decision of such question Anything in thme Bylaws to the contrary notwithstanding in the eymit of a tie vote of Directors in respect of any matter reuniting the approval at authorization of a majority of Di:tenon, the Chairman of the Baum shall have a de-breaking vote such that if he Of she exercises such vote the matter will be approved or authorized as applicable, by the Board of Directors in accordance with these Bylaws and the provisions of Delaware law. 2.11 Record Date for Stockholder Notice and Voting. For purposes of determining the stockholders entitled in notice of or to vow at any meeting of stockholders or any adjoiminieur thereof or minded to receive payment of ac dividend or other distribu'i on or 311493E17 of any righss: eathled !o exercise any right in re-pees of any change. conversion or exchange DE amuck or for die puiperse of any other lawthl 2[9.1)0 the Board of Director; may Sac in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor MINE than sixty (de) days before any other action to which the record date relates. A &Emanation of stockholders of record !entitled to nonce of or to tore a a mothina of stockholders shall apply to any adj =meat of the a:leering: prirordcor, hontspor, that the Board of Direct-ors may Ed a new record date for the ad] ourned meeting. If the Bo ardaDirectors cloth not so fix a record date. the record dote far determiniug stixichuldam conned :o nt,dce of or io tote a: a meeting of stockholders she]] be at the dose of business cm the business day EMS( preceding the day on which notice is given or, if notice is waived, at the dose of hew s S Eal the business day next preceding the day on which the meeting is held. The record ChM for determining stockholders for any other purpose shall beet the close of busmen on the day on which the Board of Directors adopt the resolution relating so such purpose. 2.12 proxies. Each stockholder mantled to vote at a mernoth of stockholders moo. authorise another person ea persons to act for such stockholder by proxy. but no such proxy shall be voted or erred upon after three years from in dote, unless the proxy prolidoc fora Longer period All proxies most be filed with the Secretary of the corporation ax thebeginning of each meeting in order to be coanted in may vote at the meeting. Subject to the Limitation set forth in the last clause Mike first senrence of this Serdon 2.1a: a dray executed rotary that does not sate that It Li irrevocable shall continue in full force and EBRO unless (a) revoked bar the person !naming it before tiet Me pturnam to that waxy, dr a writing delivered to the corporaten stating, that the wiry is revoked or by a suboethou proxy executed by_ or attendance at tenoning and voting inperson by, the person threcirting the pony. or (b) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counleL 2.13 Inrniemors of Election. The Company shall. in advance of any meteing of stockholders. appoint ODE or more inspectors of get-nom to XI' at the meson; and make a written MHO thereof. The corporation may died.piate one or nonpersons so act as alternate inspectors to replace any inspector who fails to act. Eno inspector or alternate is able to act at a meeting of stockholders, the person priding at the meenng shall appoint one or more inspectors to act at the nee tag. Each inspector, before entering m:on the discharge alas or he= dunes ,shall tike and sign an oath faithfully in execute the denies of inspector with. stna impartiality and according to the best a his Or hr 2.14 Ho Action Without a Meeting. Ho action shall be taken by the stockholders except at an annual or spedal meeting of stockholders called, and noticed in the manner required by these bylaws. The stockholders nay not in any circanistanoe lake action by writer commit ARTICLE 3 Directors 3.1 Number. Election_ Tenure and Qualifications. The number of directors that shall constinrte the entire Board of Directors shall be fixed from daze 10 time bar .m.ohacion adopted by a maioritli of the directors of the corporation then in office_ No CIECIEOSE in the number of authorized directors shall hare the effect of removing any director before than director's term of Alice expires. As athe date of these Amended B-elaws, the Board of Directors shall be comprised of six (6) individuals. The Board of Directors shall be divided into trhee (3) classes of two (2) directors, each class to serve for a term of three (3) veers. Class I shall be comprised of directors who shall serve die first annual meeting of stockholders following the effective dare of these bylaws. C lass II shall be comprised of directors who shall serve until the second annual meeting of stockholders following the effective date of these bylaws. Class DI shall be cauprised of directors who shall serve :trail the third annual meeting of stockholders following the effective date of these bylaws. The Board of Directors is authorized upon the Mina] effectiveness of the classification of the Board of Directors to assign members of the Board of Directors already in office among the t arieniS (las sin. For any caret:sly unfilled s ea M. on the Board of Directors. the existne members of the Board of Directors shall appoint temporary Direcrors ro 511 board seats. in any class. unlil the next annual meeting of stockholders. Notwithstanding the immediately preceding paragraph commencing with the 2030 annual messing of stockholders, the CIELISilkattalk of the Board of Directors shall cease, and all directors sh-111 be elected for terms apiring at the next succeeding annual meeting of stockholders. 7 3.2 Director Nominations. At each annual meeting of the stockholders, directors shall be elected far that class of directors whose zero s are them emptring. except as otherwise provided m. Section 33. and each director so elected shall hold office until such dirersor's successor is duly elected and qualified or until such director- s earlier migration, removal death or iscapadry. Subject to the rights of holders of any class or series of stock haring a preference over the common stock as to &vide:ids or upon liquidation, nominations o€ persons for Election to the Board of Directors roost be (a) made by on at the direction of the Board of Directors (or arm duly authorized committee thereof) or (b) made kw my stockholder of record of the corporation entided to vote for the election of directors at the applicable mead who complies with the notice procedures sec forth in. this Section 3.2. Directors need not be stockholders. Such nominations. other tan those made by or 21 the direction of the Board of Director, shall be made pursuant to timely notice in writing to the Secretary of the corporation. lobe timely: a stockholder's notice shall be delis eyed by a nationally re-cog:aired courier service or mailed by first class United States mail postage or delivery charges prepaid_ and received at the principal Executive of of the corporation addressed to the attention DE the Secretor.' of the corporation (c) in the case of an maul mee tine of stockholdors: oat more than one himdzed twenty (120) days mar less than ninety (90) days in advance of the annprersary of the date of the corporation's prosy' statement provided in connection with the precious year's annual meeting of stockholders...provided.. has-rtt-vott. that in the evens that no annual meeting was held in the precious year or the annual meeting is called for a date more than thirty (30) days before or afar the anniversary date of the previous year's annual meeting, notice by the stockholder must be received by the Semenry of the corporation not later than the dose of bitsintt. an the later of (A) the ninetieth (4345) day prior to such annual meeting and the tenth {10th) day fallowing the day on which public announcement of the date of such meeting Ls first made, and (Li) in the case of a special meeting of stockholders called for the purpose of ale the directors, not later than the close of bwsinsss am the tenth (1€th) day following the day on which notice of the dare of the special meeting was mailed or public disclosure of die date of the special meeting was made. inch stockholder's notice to the Secretary shall set forth {a) as to each person whom the stockholder proposes to nominate for election or re-election as a director. {i.) the DIM E, age. business address and residence address of the person_ (if) the principal occupation or emploinnent of the person, (iii) the class. series and number of shares of capital sock of the corporation that are owned beneficially by the parson, (iv) any other information relating to the person that is required tube disclosed in solicitations for proxies for election of directors pursuant ra Section 14 of the 193-4 Act and the rules and regulations prosmilwed thereunder =1(1) the nominee's written consent so serve if elecred, and (h) as so the stockholder gjiing the nonce (i) the name and record address of the stockholder, (ii) the class, series and number of shares of tapiral stack of the corporation that are owned beneficially by the stockholder. and (iii) a ductiption of all =anomie= or understandings berme]: itch stockholder and each pluson the stockholder prOpCrAi for election or re-election as a director pursuant to which such proposed nomination is being made. The corporation may require any proposed nominee to furnish. such other information as may' reasonably be required by the tarp:Tatm to determine the eligibility of such proposed nominee to serve as a director of the corporatism Ho person shall be elimhle for election as a director of the corixtration unless not 1.121.41 1.1.1.11CLCIA. 111 accordance d.1.1.1. 1111.0ated in inee6-nellninnie pcusuu-ca forthset hernia In connection with any tactual meeting of the stockholders or, if and as applicable, any special meeting of the stockholders): the Chairman of the Board (or such other yerscai presiding ar such me pang in accordance with these bylaws) may: if the facts wE-ranr, determine and declare to the meeting that a EXHILLULT11011 was not made co accordance with the foregoing procedure. and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded 3.3 Enlargement and VsrnnriP5. Except as otherwise prodded by the certificate of incorporation, subject to the rights of the holders of any series of preferred stock then outstanding. newly craned directorships malting from any increase in the authorized number of directors or 2_1:E4' vacancies in the Board& Directors resulting from death, resimation. retirement_ discrualificanon. removal from office or other cause shall be filled solely by a majority vole of the directors then n office_ although leas than a quo:1m_ or by a sole remaining director. If there are no directors in office-. then an election of directors may be held in the manner prodded lir nature Directors chosen pursuant to any of die foregoing prockisions shall hold office until the next annual election at which the term of the class to which be or she has been elected expires and until such director's successor is duty elected and qualified or until such director's Bodily recifriation or remit al In the event of a vacancy 111 the Board of Directors, the remaining directors, except as otherwise padded bylaw, ar by the certificate of incorporation or the bylaws of the corporation, may exercise the powers of the fu]] hoard uulil the vacanry is filled. 3.d Egimadoo and Removal Any director may resign at any time upon written notice 14 the corporation at its principal place of business addressed 10 :he attention of the Chief Execirtive Office=_ the Secretary: the Chairman of the Board or the Choir of she Nominating and C otporate Goyermeace Commutte of she Board of Directors: who shall in thira notify die full Board of Direcsors (although failure to provide Bach notification to she fall Board of Director. shall not impact she Effectiveness of such resignation). Such rffi-iglaaLiOn shall be effectiye upon receipt of such notice by one of the individuals designated above unless the notice specifies such resignation to be effeclive at some other time upon the happening of some other event Anv director or the entire Board of Directors may be removed but only for cause, by the holden of not less than a majority of the vonng power of the cathal stock issued and outstanding then enrided to vote at an election of directors. 3.3 'owers. The business of she corporation shall be managed by or under the direction of the Bout of Directors, which may esercise all such powers of the corporation and do all ouch lawfal arts and FlitoEs as are not by statute or by the certificate of incorporation of the corporation or Err these bylaws directed or required to be exercised or done by the stockholders. Chairman of the Board The directors shall el ecta Chairman of tie Board (who may be designated Executive Chairman of the Board if servinz as an employee of the corpora ices) and may elect a Vice Chair of the Board each to hold such office lath] their successor is elecred and qualified or until their earlier resignation or ntharval In the absence or disability of the Chairman of the Board, the Vice Chair of the Board, if one has been elected or anortim director daignared by the Board of Directors: shall perform the dirties and exercise the powers of the Chairman of the 13cord. The Chairman of the Board of the oorporation shall if present preside at all meetings of the stockholders and the Board of Directors and shall have such other duties as may be rested in the Chairman of the Board by the Board of Directors. The Vice Chair of the Board of the corporation shall hove such chutes as maY be vested in the Vice Chair of the Board by the Board of Direr ors. 3.7 Place of Meetings. The Board of Directors cosy hold meetings, both regular and merial, via virtual iidecconferencing software or in person within or without the State of Delaware. 3.5 Leetalar Meetings Re collar meetut_ of the Board of Directors :nor be held withoutnotice at such time andplace as may be determined foointime to time by the Board of Directors; provided kovinor. that any director who 15 absent when such a determination is made shall be gii.en prompt nonce of such determination. 3.9 ,Deciall...feecitiQ. Special
meetings of the Beard of Directors may be called by the Chairman of the Board. the Executive Chairman of the Board_ Or by the written request ofa majonty of the directors than to office. Notice of the time and place if any, of scecial meetings shall be delivered personally or by telephone to each director, DI sent by first-class mail or commercial delivery service. facsimile 11MEELiSsi:01:1, or by electronic mail or other electronic MEM:, charges prepaid_ sent to such director's businms or home address as these appear upon the records of the corporation. In case such notice is mailed it Shall be deposited in the United States mail at least three (3) days prior to the time ofhoLding of the meenng. In case snchnotice is deliveredpersonalty orb} telephone as by commercial deliver} service, facsimile transmission or electronic mail or edam electronic means, is shall be so delivered at leas( twenty-four (24) hours prior to the time of. the holding of the meeting- A notice or waiver of notice of a meeting of the Board of Directous need not spadfy the purposes of the meeting. 3.14 011DIMIEL Action at Medin°r AdiGlianthElatS. At all meetings of the Board of Directors: a majority of directors dial in office. shell constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quaran shall be the act of the Board of Directors. except as may be otherwise specifically provided by law, as it presendy exisg or may hereafter be amended or by the bylaws of the corporation. If a quorum shall not be present at any meeting of the Board of Directors_ a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than 210201.Thtelninal ar the meeting, until a quorum shall be present 3.11 Action Without Meeting. Unless otherwise restricted by the certificate of incorporation of the corporation or rrae92 bylaws, any action rewired or permitted to be taken at any meeting of the Board of Directors of 9 of ray committee thereof may be taken withour a meeting: if all members of the Board of Directors or committee, as the case may be, unseat thereto in waiting ca by electronic transmission. and the writing or riTitinga ca elecZonic transmission or transmissions are filed with the minutes &proceedings of the Board of Direr Mrs or committee. 3.12 Telephone or Videcconference Meeting. Unless otherwise restricted by the certificate of incorporation ofthe carpi:cat on or there bylaws. any member oldie Board of Directors or any committee thigeof may 1:articipate in a meeting of the Board of Directors or of any committee. as the case may be; by means of conference telephone: videicOnfeTEIKE software or by any form o€ commoraitations equipment by means of which all persons participating in the meeting can heal each other: and such participation in a meeting shall conplitirte presence in person at the meeting 3.13 Comnuttees. The Board of Directors may: by resolution, designate one or more tomminees. each committee to consist DECODE or more of the directors DE die corporation. TbE Board oiDirectors may desipate one or MOM directors as al erna[E. alEllthelS of any committee, who may replace any absent ca disqualified member as any meeting of the committee. In the absence or discrinlifiration. of a member DE a committee. the 11thaibe or members present at any meeting and not disqualified from voting, whether or not the member or members present constitute a quorum may unanimously.. appoint another member of the Board of Etirectirs to act err the meeting in the place of any such absent or discptalified member. Any tech committee, to Ihe Smelt pmvided in the resolution of the Board. of Directors. shall have and may EXercise all of the lawfully delegated powers and authority of the Board of Directors in the inans.gemait of the business and affairs of the corporation and may authorize the seal of the corporation to be aff xed. to all papers which may require it. Such crimmthee or committees shall have such name or names as may be determined from time to time by resolution adapted by the Board of Directors. Each committee shall keep regular nrautes of its meetings and make such reports to the Board of Directors as the Board. of Dia-ectors may request or the charter of such committee may then require. Escept es the Board of Directors may otherwise determin any committee may make roles for the condact of its lallELMES: but unless otherwise provided by the directors or in _path rules., it business shall be traduced as nearly as possible in the same manner as is prodded in these bylaws for the contra of its lirminis by the Board of Directors. 3.14 Fees and C anmensation of Directors. The Board of Directors shall have the authority to fa. the compthisation of directors. JiRTICLE l 4.1 Officers DiF,.ignated_ The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer and Executive Chairman of the Board. a Preachath a Secretary: and a Chief Financial Officer. The Board of Directors may also choose a Treasurer: one 4S more Vice Presidents. and one 01 more assistant Secretaries or assistant Treasurers. Any rinnihaT of offices may be held by the same person, unless the certificate of inrarporahon of the corporation or these bylaws otherwise provide. 4.2 1,125;110. The Baud of Directors shall [home a Chief Executive Officer and Execrave Chairman of the Boar& a President, a Secretary and a Chief Financial Officer. Other officers may be appointed by the Board of Directors or may be appointed by the Execianye Chairman of the Board pursuazu to a delegation of authanty from the Board of Directors. 4.3 Team-e. Each officer of the corporation. shall hold office mull such officer's successor is appointed and qualified unless a different trim is specified in the vote Shooting or appointing such officer, or until such offiter:s earlier death_ resign on removal or incapacity. Any officer alrOliatEd by the EGard of Directors Or by the Executive Chairman of the Hoard may be removed with or without cause at any time by the affirmative vote of a majority of the Board of Directors or a committhe duly authorized to do so. Any vacancy canoeing in any office of the corporation may be filled by the Board of Directors, at its discretion. Any officer may resign by delivering such officers wrirtim migration:4 the corporation at it prirxipal place of business to she attention of the Chief Executive Officer orthe Secretary. Such resignati.on shall be effectba upon receipt unless it is specified to be effective at some other bane or upon the happening of some other event 10 4.-I The Chief Executiye Officer and Executive Clair.= ate Board. The Chief Er:earl:ire Officer 231:1E,NRCl/FireCluth711.111 of the Board shall preside err all meetings of the stecidialders and at all meetings of the Board of Directors: and shall have general and active management of the business of the corporation. ThE Chief Executive Officer and EXECEEdVE Chairman of the Board shall have general charge and sospeivision of the business of the corporation subjecr ro the direction of the Board. The Executive Chairman of the Board shall also have cupEvisory pawns over the other officers, and sb Il have all other powers commonly incident to such position or which are or from time to time may be delegated to him or her by the Board of Directors, or which are or may at any tine be authorized or required by law. He or she shall overate bonds. mortgages and other coma-am requiring a seal, undE the seal of the corporation, except where required Drpermitted by law to be otherwise signed and executed and except where the simaina and Execution thereof shall be expressly deleas.e.ed by the Board o€ Directors to sore other officer or agent of the corporation. 4.3 The pre=sident. The President shall, in the event there is no Chief Executive Officer or in the absence of the Chief Executive Officer or in the event of his or her disability: perform the duties of the Chief Executive Officer, and when so acting: shall have the powers of and be ElthjeCI to all the rEtricsions upon the Chief Executis.-e Officer. The President shall perform such other duties and here such other powers as may from time so tale be pas-scribed for such person by the Board of Directors, the Executive Chairman of the Board_ the Chief Executive Officer or these bylaws. 4.d The Vice Presidium. The Vice Presidenc if any (or in the even there be more than one: the Vice presidents in the order designated by the direcsors, or in the absence of any designation, in the order oftheir election), shall. in the absence of she President or in the event of his or her disability or refusal to act, perform dm dudes of the President: and when so arring: shall have the powers of and be subject tv all the rEmictions upon the Presidenr. The Vice Presidents) shall perform such other duties and 'ave such other powers as may from acne to time be prescribed for them by the Board of Directors. the ChiefEtecutive Officer, tile President or these bylaws. 4.7 The Secretary.. The Secretary shall attend all meetings of the Board o€ Directors and the stockholders and record ail rotes and the Droosechnes DE die meetings in a book to be kepi for that purpose and shall perform hie duties for the standing committees, when required. The Secretary shall give or cause to be given, nonce of all meetings of szockholders and special nue:nags of the Board of Directors, and shall perform such other duties as may from time to time be prescribed by the Board of Directors. the Chairman of the Board ea the Chief Executive Officer. under whose superrision he or she shall act. The Secretary shall si=i. curls instalment on behalf of the corporation as the Secretary may be authorized ro sign by the Beard of Directors or by law and shall countersign, attest and adl the corporate seal so all certificares and instalments where such countersigning or such sealing and attesting are necessary to their true and proper execution The Secretary shall keep, or cease to be kept at the pinrip-al executive office or at the office of the corporation's transfer agent or registrar: as determined by resolution of the Board of Directims, a share register. or a duplicate share 1-Egifft21_ showing the names of all stockholders and their addresses. the number and classes of shares held by each, the =alies and date of certificates issued far the same and the number and date of cancellation of every certificate surrendered for cancellation 4.S The Assistant Secretary. The Assistant Secretary. Or if there be more than one any Assist= Secretaries in the order designated by the Board of Directors (or in die absence of any designation_ in the order °Ether election) shall assist the Secretary in the performance of his or her dairies arcs in the absence of the Secretary or in the event of his or her inability or refusal to art perform the thtles and exercise the powers of the Secrerary and shall perform such other dirties and have such other powers as may from clue to time be prescribed by the Board of Directors. 4.9 The Chief Financial Officer. The Chief Financial Officer sh><Il be the principal finandal officer charge of the general accomtmg books: SCCOUntinE and cost records and forms. The Clig{Fingoarial Office. may also serve as the prilripalaccounrins officer and shall perform such other duties and have ether powers as may from time to time be prescribed by the Board of Directors or the Chief Executive Officer. 4.1( 1 Tae Treasurer and Assistant TIESEUETS. The Treasurer (if one is appointed] shall have such duties as may be specified by she (711PC Fuiaocial Officer to assist the Chief Financial Officer in the performance of his or her cluties and to perform such other duties and have othE. powers E. may from time to time be prescribed by the Board of Directors or the Chief -Executive Officer. It shall be the duty of any _Assistant Tres saran to assist the Treasurer 11 in the performance of his or her duties and to perform such other dirties and have other pmers as may from nine to time be prercnbed by the Board of Directors or the Chief Lsecutive 01Mcer. 4.11 BALI If required by the Board of Direcsars, any officer shall give the corporation a bond in such suim and with such surety or sureties and upon such terms and condition.s as shall be satisfactory to the Board of Directors without limitition a bond for the faithful perform of the duties of such officer's office and for the restoration to the corporation of all books. paper, vouchers, money and other property of whatever kind in such Gi55EEE'S possession or under such officer's control and belonging to die con:era:dram 4.12 Deleeation of fliadiolity The board of Directors may from tome 28 dme delegate the powers or duties of any officer to any other officers or agents: notwithstanding any pmvisionhozof_ ARTICLE S *lances and CorPorate Records. 5.1 DeLiverv. Whenever, under the prortions of law. or of the certificate of incorporation of the corporation of these bylaws: written notice is required So be thVe0 to any director or stockholder, such notre may be gives by mail, addressed to such director GE stockholder: at such person5 address as is. appears an the records of the corporation: with po&sage thereon prepaicL and such notice shall be deemed to be Oven as the dine when the same shall be deposited in the United Stites mail or delivered to a nationally recognized courier service. Unless written notice by mall La required by 1.11W, Veritiffi notice may also be given by commercial delivery 51E1Vic a, facsimile tra-urrnk.ion electhanic means or similar Mans addressed to such director or stockholder at such person: s address as it appears on the records of the corporation. in which case such notice shall be deemed to be Oren when delivered into the control of the persons charred ntith affect= such t =mission the daThEllliSSLOn charge to be paid by the corporation or die person sending such notice and not by the addressee. Oral notice orother in-hand delis:levy. inperson or by telephone. shall be dezmed at the time it is actually given. 5.2 Waiver of Notic Whenevet any notice is required lobe FiVaL 1.1:11du the prnisions oflaw or of the certificate of incorporalion of the corporation or of these bylaws_ a written waiver, signed by the person entitled to notice. or a waiverby electronic trasisoltsicas by the PEESGn a idtled to notice. whether before or after diet= stated therein, shall be deemed equivalent to notice_ Attendance of a person at a meeting shall constitute a waive t of notice of such meeting, except when the parson attends a meeting 5ar the express purpose of objecting, at the beginning of the meeting, to the tansaction Diary business because the meeting is not lawfully called or convened Neither the to be transacted at, nor the purpose of: any regular or special meeting of die ssackholders: direcsois GE nimbus of a committee of directors need be specified in any written waiver of notice or any waiver by electronic tramrtnk:ion unless so required by the certificate of incorporation GE these bylaws. 5.3 Casonikaecords_Amy stockholder of record in person or by attorney or other agent, shall upon written dananel under oath stating the purpose thereof have the right during the usual hours of business to inspect for any proper purpose the corporation's stock Ledger, a Liss of it stockholders, and it minute of Stockholder meenngs for the past two years. A proper purpose shall mean a propose reasonably related to such person's interest as a stockhol6th In every instance where an attorney or other agent shall be the person wto seeks the right to inspecdon_ the demand under oath shall be accompanied by a power of attorney or such other ianting that authorizes the attorney or other athru to so act on behalf of the stockholder. The demand under oath shall be directed FO the corporation at it regisrered office or at its principal place ofliusie s. ARTICLE. d Intiniiiification an:lingua:ore 6.1 Indemnification of Officers and arena:as_ Bach person who was or is made a party or is threatened to be made a pansy to or is involved .Caiducling: nithant limitation, ass witness) in any actual or threatened action. suit or proceeding, whether civil cristinal, niministradve or investigative (hereinafter a :yrocradiref): by ransom a.` the fact that he or she GE EL person of Idiom he or she is the legal representative is or was a director or officer 12 of the corporation {or any predecessor)_ or it. or was serEng at the reqmmt of the corporation (or nay predecessor) as a director. officer, employee or agent of another corporation or of a partnership, limited liability compeny: joint venire. crust: employee benefit plan sponsored or mainutined by the corporation_ or other enterprise or any predecessors of such entities) (heoeinafte- an 'fir aren2 rritee). shall be kririPTVInifiPi and held harcule ss by she cord° ra den to the fullest extent aAhorized by the DGCL: as the same exists or may hereaftn be amended, Enchiding. but not limited to, Section 1.02(hX7) of the DGCL (but in the case of any such amendment only to the extent that each anienlou.ut permits the corporation to provide broader indemnification rights than said law permitted the cape:radon to prcrside prior to such ameairlmentX or by other applicable law as then in effect, against ell expense liability and loss (including attorneys fees and related disbursement, judniaents, fines: nnise tames or penalties udder the Employee Retirenuent Inoome Security Act of 1974. as amended from time to time_ p,enaldes and amounts paid or to be paid in settlement) acrualty and remonabty incurred or suffered by such Indenanitee is connec don therewith Each person who is or was serving as a director, officer. employee ca agent of a subsidiary of the corporation shall be deemed to be sening, or have served at the request of the corporation. The right to indemnification conferred En this Section 6.1 shall be a contract right. Any icielemnification(tutnor ads:mica:wit of mieme5) under this _krtide 6 (unless ordered by a court) shall be made by the corporation only as authorized in the specific rase won. a determination that indemnification of the director or officer is prow in the circumstances because he or she has met the applicable ssandard of conduct set forth in the DGCL, as the same exist; or hereafter may be amended. (btu, in the case of any such amPfldmont only to the extent that sues amendment permit the corporal] CM to prim& broader induce:Li:5[a tion rights than said law permitted the corporation to provide prior to such amiurinient). Such determination shall be made with respect to a person who is a director or officer at the time of such deierminzion (at by a Mai [miry vote of the directors who are not or were DM parties CD the proceeding in respect of which rnA,rmnifiration 15 being 58110:11 by Mama niree 'Iligkrerrsteif Directors"). e4-en though tens than a Timm (lij by a comma: tee of Disinterested Directors designated by a majority vote of the Disinterested Directors. Even thigh less than a quorum (c) if there are no such Disinteresied Directors, or if the Disinterested Directors so direct by independent leas] counsel ins writan opinion to the Board of Direnors_ a copy of which shall be delivered so Indemnitee, or (dl by the stockholders 6.2 Indemnification of Others. This Article 6 cloes DOI Limir the right of the corporation, to the extent and in the manner permirted by Law. so indemnify and to advance expenses to persons other than those persons identified in Sermon 6.1 when and as authorized by the Board or by the action of a committee of the Board or deli aced officers of the corporaton established by or detigiuted in resolutions approved by the Board; proi. kW, hm+vsar. that the payment of aspeues incurred by rah apersonin advance of the final disposition of the proceeding shall be made only upon receipt by the corporation of a mitten rmthertsking by such person to repay all amonnu so advanced if it shall ultimately be determined disc mrh persm is not entitled to be indemnified under this Artide 6 or otherwise. 6.3 _Advance Payment The right to inaPtr-ni.F.cation under this Articled shall include the right io be paid by the corporation the expenses incurred in defending say such proceeding in affiance of it. final disposition, such advances to be paid by the corporation within thirty (30) days after the receipt. by the corporation of a statement or so cements from the riginigig requesting such advance or advances from time to time...pronded, hcn4.:"Pirr that if the DGCL requires_ the payment of such expenses warred by a director or officer in his or her capacity ass director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, inch:Edina, WirlaDlar ktr:172.11all, service to an employee benefit plan) in adraBre DErbe final diSPEdikal of a proceeding, shall be made only upon delivery to the corporation of an 110dErrakillg by or on behalf of such director Dr officer to repay all amourt so advanced if it shall altim.3tely be determined that such director or officer is nor. entitled to be indemnified under Section 6.1 or otherwise. rotwithshanding the foregoing: unless slick right is acquired Whoa than pursuant ter this Article 6: no advance shall be made by the corporation so an officer of the corporation (except by reason of the fact that such officer Es or was a director of eke corporation, in which Event this paragraph shall not apply) in any action_ Mir or praCeadilag, whether nail criminal, administrative or investigative if a deterneinadan is reasonably and promptly made {a) by the Board of Directors by a majcrity yore of the Disinterested Directors. even though Ins than a quorum. or (b) by a committee of DisiotErested Directors designated by majority vote of the Disimeressed DErectors, even thougfalms than a quorum, or (c) if there are no Disinterested Directors or the Disinterested Directors so direct by independent legal counsel in a written opinion to the Board ofDirenrors, a copy of which sliA be delivered to the claimant, that the farm 13 krona FO the decision-making party at the time such determination is made demonstrate Elegarly and convincingly dint such person aced in bpi final or in a manner that such person did not believe to be in or not opposed to the best interesm of the Deapqration_ 6.4 Right of Indemnitee to Bring Snit I#a claim for itirlPrimifiradon (following final disposition of such proceeding) or advancement of expenses under this Article 6 is not paid in Ea by the corporation within sixty (60) days after a written claim has been received by the Darporation, except in the rase of a claim for an ad cement of expenses. in which case the applicable period shall be twenty (20) days, the Indemaitee may at any time thereafter bring snip against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancenumr o€ expenses pursuant io the tunas of an imdertaking, the Indeimitee shall be entitled to be paid also the e. se of prosecuting or defending such suit to the fullest extenr permitsed by law. In any suit brought by the Indemnitee to enforce a right to intiPrnnifiration or to an advancement of expenses hereunder; or by the tarporation to recover an advancement of expenses pursuant to the terms of an underaking, the burden of protang that the Indemnitee is nor Entitled to be ruiPrrnifig.cL or to such advancement of expenses: under this Article Or GEber91.:€ shall be on the ccaporatiom 6.5 Nos-Exchisivity and Survival of Riehts. A.rign orits. The right to iThIEMBia griOn and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article 6 Shell nos be deemed eKEDELELVE of any other right: which any person may have or EareafleI acquire under any statute, provision of the certificate of incolporarion of the torpor-ado:1. bylaws, agreement, 'Cole of stockholders or Disinterested Directors or otherwise, and shall continue as ro a person who has ceased to be a director, officer, employee or BREW of the corparanon and shall inure to she benefit of the heirs. executors and administrators of such a person. Any repeal or modification of the provisions of this Artiste d shall not in any way diminish or adversely affect the rights of any director, officer; employee or agenr of the corporation hereunder in respect of any occurrence or matter arising prior to any sach repeal or modification_ 6.d anus ace _ The corporation may purchase and -rig i-rm in insurance on in own behalf and on be half of any person Who is or Was a director. officer, employee or agent of the corporation Or is or was sing at the request of the corporation as a director. officer. employee or agent of another corporation, panneship, joint vencise truest, employee benefit plan or other enterprise against airy mcpease. liabtlis or loss asserted apunst such person and incurred try such person in any such capacity; or arising ota of such person's status as Poch whether or not the corporation would have the power io indemnify such person against such tritrens _ liability or loss imder the DGCL. 6.7 plianrg. Persons who after the date of the adoption of this provision become or remain dir ecters or officers of the corporation shall be conclusively presumed 7o have relied on the rights to indemnity, advance of expenses and other ngtirs cow:tined in this Article 6 in entering into or contirming such semce. The rights to jrifiamnifiratiOLI and to the advance of exposes conferred in this Article d shall apply to rbirm 4 made against an blrlewirlitee misina out of acs or omissions that pccuared or occur both prior and subsequent to the adoption. hereof. 6.2 $evembility limn: wont clause, provision or provisions of this Article 6 shall be held to be invalid illegal or uneafarceable for any reason whatsoever: (a) the valutir.v, legality and enforceability of the rumaining prorisiens of this Article 6 (inchaline. without limitation. each Radon of any sernon or paragraph of this Article 6 containing any such provision held to be invalid, illegal or imenfcaceable. that is not itself held to be iavalid, illegal or unenforceable) shall not in any way be affected or impaired thereby: and 091 to the Eullint Went possible. the in-osisions of this Arade 6 (including, without limitation, each such pardon of any section or paragraph DE this Aisicle 6 Callailinp any such provision held to be invalid, Mani or unenforceable) shell be construed so as to give effect to the intent manifested by the provision 14P1r1 invalid, illegal or unenforceable. ARTICLE Capital Stock 7.1 Certificates for Shares. The dream of the corporation shall be (i) represented by ce-tifcares ac thacertificeed and evidenced by a boolc-eitry syst am maintained by or through. the corporation's transfer agmc or registrar. Certificates shall be signed by, or ill die name of the corporation by; the Chairman of the Board, the Chief Executive Officer. the President or 2 ‘aceProLdEnt and by the Chief Financial Officer, the Treasurer or an Assistant 14 Treasure. or the So:retry or an AssiVant Secretary of the ccagoration. Certificates may be issued for irartly paid thane- and in such case upon the face or back of the cethfacases issued se represens any such partly paid shares, the Mal amount of the cam;idan620 NI be paid therefor. and the amoimi paid thereon shall be specified. Within a reasonable time after the issuance or transfer of uncertificated stock, the cca-paration shall send a cause to be seat to aye regisreTed owner thereof a written notice containing the information required by the DGC1 or a statement that the corporation will furnish without charge EG each soockhoider who so request the powers, &sips:ions. preferences and relative participating. optional or other special rights of each class of stuck or series thereof and the qualificaticass; limitations or restrictions of aach preferences atii'm rights. 7.2 Si enarune. on Certificates. Any or all of the signatures on a certificate may be a facsinaile_ In case any officer, transfer agent ar registhar who has signed or miaow fgrcimilF signature has been placed upon a certificare shall have ceased to be such officer. transfer agent orregistrar before such certificate is issued, Unsay be issued by the corporation with the same efferr as if he were such officer, transfer agent or registrar at the date of issue. 7.3 Transfer of Stcck. Upon surrender to the corporation or the transfer agent of the corporation of a certificate of shapes duly endorsed or accompanied by proper .21.1.6EDD2 of MECHEM: assignation or authority to taadar, and proper evidence of compliance of other condiama so rightful transfer. it shall be the duty DE the corporation to issue 8. new Certificate to the person entitled thereto; cancel the Did certificate and record the transaction upon its books. Upon receipt of proper transfer LILSMCCEi.orE. and grope esiolence of compliance of other conditions to nghtitil transfer from the registered owner of uatertificased shares, such uncerrificeted shares shall be canceled and issuance of new equivalent mcertificared shares or certificated shares shall be made to -he person entitled thereon and the transaction shall be recorded upon she books of El3E corporation_ 7.4 R DirivaTrifrtarkholelptc The corporation shall be eciatled to recoptize the esclusa.-e right of a person registered an i boobs as the owner of share co receive dividends, and to vote as such owner, and to hold liable for calls and assessmena a person registered on its books as the owner of shares, and shall not be bound to recothathe any equitable or other rinivt or interest in such share or shares on the parr of any ache person, whether or not it shall have egress or other notice thereof except as OlibERViSE provided by the ]acs of Delaware 7.3 loss. Stolen or Derroved Cetificsaa. The corporation may direct that a new pertisficarte or certificates be issued to replace any certi5cate or certificates thereiofore issued by the corporation alleged to have been loan stolen or dtioyed upon the making of an affidavit of that fact by the person rThiininE the certificate of stock to be LOX, stalely or destroyed and no such tens and conditions as She corporation may require. When. authorizing the issue of a new certificate or certificates; the corporation many, is its discretian and as a condition precedent to the issuance thereof require the owner of the ]osL stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require_ to indemnity the corporation in such manner as it may require; and..or to give the corporation a bond or other adequate secuiry in such sum as rt may diners as indeamity alpinist any claim that may be invade against the corporation with respect so the certificate alleged ;Glare been lost stolen DI destroyed' ARTICLE 3 General Provisions 11 Dividends. Dividends upon the capital stcck of the corporation, subject to any restrictions contained En the DGCL or the provisions of the certificate of incorporation of the corporation, if any, may be declared by the Board of Directors at any regular or special meeting as by unanimous mitten consent. Dividends may be paid in CELS13, in property or in shares of capital stock, subject to Elm provisions of the certificate of incorporation of die corporation. 3.2 Checks. All checks or demands for money and notes of the corporation shall be signed by such off cer or officers or such other person or y.ersms as the Board of Directors may from time to time designate. 3.3 Comocate Seal. The Hoard of Directors may, by resolution, aclippt a corporate seal. The corporate seal shall have inscribed thereon the name of the corporation. the year of its organization and the word :Delaware." 15 The seal may bellied by causing it er a facsimile thereof zo be impressed CT affix i.i tt or etharnmse repeochsced. the seal Th lEy be altered from time so 1±1312. by &ennead of Directors. Exec anon of Corporam Conuaca and Imminent. The Board. of arecnics. except as otherwise provided in. dome bylaws; 1:12.70 2.1:11t4th e any 0:65.01ff of OffICES., Or age at or agues; 14 Mier two any CDELtraCE Or el:mile any instrument in the MEM of and col behalf of the corporation; such authority may be general or confined to specific instancm_ Unless so authorized or racked by she Board of Directors or within the agency power of an officer: 11.3 officer, agent or employee shall have any power or authariry to bind the corporation by any contact as engage en or to pledge its credit or to send it liable fin any purpose or for any amount B.5 Representation of Shales of OthEr Caromarions. The Chief Executive Officer, the President or any Vice Plimidot.. the Chief Financial Officer ar the Treasurer or any Assistant Treasure': or the Secretary or any Assistant Secretary of the corporation is authorized to voro represon and EMEITISE on behalf of the cup:ration all light . incident so any and all shares of any corporation or corpora dans or similar ownership interens of other business mates standin in the 312ME of the corporation. The authority herein granted to said officers to vote ar represent OD behalf of the corporation an and all shares or similar ownership intiarets held lay. the corporation in acv other corporation or corporations or other baseness entices may be exercised either by such officers in person or by any other persen authorized. so ro dcib7.. proxy or power of attomiry doly executed by said offloers. ARTICLE 9 Forum far tdiudicatiauofDimates 9.1 Lis.clunre Form Delaware Chanter. Court To the fullest extent permitted by tar, and unless the corporation consents in virriane to the selerion of an alternative far= the Court of Chancery of the State of Delaware for. if that court lacks sable(' matter acradicciem another federal or stire corm situated in the Stare of Delaware], shaft be the sole and occlusive fon= for (a) any derivative action cc proceeding brought in the name or nein of the corporation or on irs behalf (b) any action. assmang 2 dairy for breach of any fish:I.:jai-kr dirty owed by any (Erector: officer, employee or agent of the corporation to the corporation or the corporation's stockholders, (c) any action arising or asserting 2 claim arising pussador to any prorision. of the DCTCL or any provision of the certificate of incorporation or these bylaws ar (d) any actor asserting a claim goyerned by the internal affairs Occuine_ including, without Limitation any action to interpret apply. enforce or determine the raliiiity oldie certificate of nmorneration or these bylaws. Any person or ennty purchasing or otherwise acquiring any interest is shares of capita] stock of the carom:anon shall be deemed to hove notice ofand consented TO the provisions of this Seddon 4.1.9.2 &Elusive Foram Federal District Courts. Unless die corporation COILWEI13. in witting SG the selection of an attemative forum_ me federal district [MTh; of the United Stases shall be the esclosive forum for the resoluton of any complaint asserting a cause of acciao sassier die Sec rides Acro1193 3 and the Securities Fm-5viinge Act of 1934. Any persona.' entity purchasing ass otherwise accruable any interest is shares of capital stack of the corporation shall be deemed to have notice of and consented lo tsie prodsions of this Secticua 9.2. ARTICI_E l wnprichnpnt,.. Subject so the laws of the State of Delaware; the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the corporation, nitheat any action on the gram oldie stockholders, by the rote of 2F least a majority of the directors of the corporation then in office. In addition to any yore of the holders of any class or series of stock of the corporation requted by the DGCL or she certificate of incorporation of the corporation, the bylaws may also be adopted, amended or repas]ed by doe affirmative vote of the holders of at lean risty-six. and two-thirds percent (66-259ii) of the voting power of the shares of the capital stock of the corporation entitled to vote in the election of directors. votimg es one class. 16 CERTIFICATE OF SECRETARY L, the madersignad, hereby certify: that am a. duly efected, acting: and. qualified Secretary of Ati is Motor Vein chn, Inc: a Delaware corporation; and cd) that the foregoMg Bylaws. comprising ld pages, constitute the Bylaws of such corporation as duly adapted by the baud of directors of sods CD111.012E1011 an , 20213 which Bylaws became effective 2.1321. IN WITNE-SS WHEREOF, I have hem= sub SULbM my name as of rhe day of _ 2421. SectetarT 17
Exhibit 31.1
Certification of Principal Executive Officer Required by
Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Mark Hanchett, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Atlis Motor Vehicles, inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 27, 2022 | By: /s/ Mark Hanchett | |
| Mark Hanchett | ||
| Chief Executive Officer |
Exhibit 31.2
Certification of Principal Financial Officer Required by
Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Apoorv Dwivedi, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Atlis Motor Vehicles, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 27, 2022 | By: /s/ Apoorv Dwivedi | |
| Apoorv Dwivedi | ||
| Chief Financial Officer |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Atlis Motor Vehicles, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2022 (the “Report”), the undersigned hereby certify in their capacities as Chief Executive Officer and Chief Financial Officer of the Company, respectively, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| Date: September 27, 2022 | By: /s/ Mark Hanchett | |
| Mark Hanchett | ||
| Chief Executive Officer | ||
| Date: September 27, 2022 | By: /s/ Apoorv Dwivedi | |
| Apoorv Dwivedi | ||
| Chief Financial Officer | ||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.