AMENDED AND RESTATED ARTICLES OF INCORPORATION
Pursuant to the provisions of ss. 17-16-1006 and ss. 17-16-1007 of the Wyoming Business Corporation Act (the “WBCA”), Telehealthcare,
Inc., the undersigned Corporation, adopts the following Amended and Restated Articles of Incorporation as of this date:
I, the undersigned., do hereby certify that the Board of Directors of said Corporation at a meeting duly convened, held on the 28th
day of August, 2017, and the shareholders through a Special Meeting, held on the 2nd day of November, 2017, adopted a resolution to amend and restate the original Articles of the Incorporation in their entirety as follows:
The name of the Corporation is “HeadTrainer, Inc.”
The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and
incorporated under the WBCA.
The name and physical address of its registered agent is:
Incorp. Services, Inc.
1621 Central Ave.
Cheyenne, WY 82001
The mailing address of the Corporation is 1800 Camden Road, #107-196, Charlotte, North Carolina 28203.
The principal office address of the Corporation is 1800 Camden Road, #107-196, Charlotte, North Carolina 28203.
The aggregate number of shares of capital stock that the Corporation shall be authorized to issue is Five Hundred Ten Million
(510,000,000) shares which shall consist of the following:
a. Common Stock. The authorized common stock of the
Corporation shall be Five Hundred Million (500,000,000) shares of Common Stock with a par value of $0.001 per share.
i. Effective upon the filing of these Amended and Restated
Articles of Incorporation (the “Effective Time”), a three for one reverse stock split of the Common Stock will be effectuated. Upon the Effective Date, each Three (3) shares of Common stock issued and outstanding immediately prior to the
Effective Date shall, automatically and without any action on the part of the holder, be combined and converted into one share of Common Stock (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued in connection with
the Reverse Stock Split. Shareholders who otherwise would be entitled to receive fractional share interests of Common Stock in connection with the Reverse Stock Split. All fractional shares of Common Stock shall be rounded to the next higher
whole number of shares of Common Stock. Each certificate that immediately prior to the Effective Date represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares
of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.
b. Preferred Stock. The authorized preferred stock of the
Corporation shall be Ten Million (10,000,000) shares of blank check preferred stock with a par value of $.001 per share.
i. Shares of Preferred Stock may be issued from time to
time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the WBCA (hereinafter, along with any similar designation relating
to any other class of stock that may hereafter be authorized, referred to as a "Preferred Stock Designation"), to establish from time to time one or more classes of Preferred Stock or one or more series of Preferred Stock, by fixing and
determining the number of shares to be included in each such class or series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The
authority of the Board of Directors with respect to each series, is hereby expressly vested in it and shall include, without limiting the generality of the foregoing, determination of the following:
(A) the designation of such class or series, which may
be by distinguishing number, letter or title;
(B) the number of shares of the series, which number
the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);
(C) the amounts payable on, and the preferences, if
any, of shares of the series in respect of dividends payable and any other class or classes of capital stock of the Corporation, and whether such dividends, if any, shall be cumulative or noncumulative;
(D) dates on which dividends, if any, shall be payable;
(E) whether the shares of such class or series shall
be subject to redemption by the Corporation, and if made subject to redemption, the redemption rights and price or prices, if any, for shares of the class or series;
(F) The terms and amount of any sinking fund provided
for the purchase or redemption of shares of the series;
(G) the amounts payable on and the preferences, if
any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;
(H) whether the shares of the series shall be
convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series of such other security, the conversion or
exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;
(I) Restrictions on the issuance of shares of the
same class or series or of any other class or series; and
(J) whether the holders of the shares of such class
or series shall be entitled to vote, as a class, series or otherwise, any and all matters of the corporation to which holders of Common Stock are entitled to vote.
c. The Common Stock shall be subject to the express terms
of the Preferred Stock and any series thereof. Each share of Common Stock shall be equal to each other share of Common Stock. Except as may be provided in these Amended Articles of Incorporation or in a Preferred Stock Designation, the holders of
shares of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders.
The Board of Directors is hereby authorized to create and issue, whether or not in connection with the issuance and sale of any of
stock or other securities or property of the Corporation, rights entitling the holders thereof to purchase from the Corporation shares of stock or other securities of the Corporation or any other corporation. The times at which and the terms
upon which such rights are to be issued will be determined by the Board of Directors and set forth in the contracts or instruments that evidence such rights. The authority of the Board of Directors with respect to such rights shall include, but
not be limited to, determination of the following:
a. The initial purchase price per share or other unit of
the stock or other securities or property to be purchased upon exercise of such rights;
b. Provisions relating to the times at which and the
circumstances under which such rights may be exercised or sold or otherwise transferred, either together with or separately from, any other stock or other securities of the Corporation;
c. Provisions that adjust the number or exercise price of
such rights or amount or nature of the stock or other securities or property receivable upon exercise of such rights in the event of a combination, split or recapitalization of any stock of the Corporation, a change in ownership of the
Corporation's stock or other securities or a reorganization, merger, consolidation, sale of assets or other occurrence relating to the Corporation or any stock of the Corporation, and provisions restricting the ability of the Corporation to
enter into any such transaction absent an assumption by the other party or parties thereto of the obligations of the Corporation under such rights;
d. Provisions that deny the holder of a specified
percentage of the outstanding stock or other securities of the Corporation the right to exercise such rights and/or cause the rights held by such holder to become void;
e. Provisions that permit the Corporation to redeem or
exchange such rights; and
f. The appointment of a rights agent with respect to
a. Subject to the rights of the holders of any series of
Preferred Stock or any other series or class of stock as set forth in these Amended and Restated Articles of Incorporation, to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed
by the By-Laws of the Corporation and may be increased or decreased from time to time in such a manner as may be prescribed by the By-Laws.
b. Unless and except to the extent that the By-laws of
the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.
The Corporation may in its By-laws confer powers upon the Board of Directors in addition to the foregoing and in addition to the
powers and authorities expressly conferred upon the Board of Directors by applicable law.
a. Each person who is or was or had agreed to become a
director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as a director, officer or trustee of another corporation,
partnership, joint venture, trust or other enterprise (including the heirs, executor, administrators or estate of such person), shall be indemnified by the Corporation, in accordance with the By-laws of the Corporation, to the fullest extent
permitted from time to time by the W.S. as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment) or any other applicable laws as presently or hereafter in effect.
b. The Corporation may, by action of the Board of
Directors or through the adoption of By-laws, provide indemnification to employees and agents of the Corporation, and to persons serving as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, at
the request of the Corporation, with the same scope and effect as the foregoing indemnification of directors and officers. The Corporation shall be required to indemnify any person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors or is a proceeding to enforce such person's claim to indemnification pursuant to the rights granted by these Amended
Articles of Incorporation or otherwise by the Corporation.
c. The right to indemnification conferred in this Article
VIII shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (20)
days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the W.S. requires, the payment of such expenses incurred by such a person
in his or her capacity as such a director or officer of the Corporation in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article VIII or otherwise.
d. Without limiting the generality or the effect of the
foregoing, the Corporation may enter into one or more agreements with any person that provide for indemnification greater or different than that provided in this Article VIII.
e. Neither any amendment or repeal of any Section of this
Article VIII, nor the adoption of any provision of these Amended Articles of Incorporation or the By-laws of the Corporation inconsistent with this Article VIII, shall adversely affect any right or protection of any director, officer, employee
or other agent established pursuant to this Article VIII existing at the time of such amendment, repeal or adoption of an inconsistent provision, including without limitation by eliminating or reducing the effect of this Article VIII, for or in
respect of any act, omission or other matter occurring, or any action or proceeding accruing or arising (or that, but for this Article VIII, would accrue or arise), prior to such amendment, repeal or adoption of an inconsistent provision.
a. The liability of the directors of the Corporation for
monetary damages shall be eliminated to the fullest extent permitted by the W.S. as now or hereafter in effect. If the W.S. is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated to the fullest extent permitted by the W.S., as so amended.
b. Neither any amendment or repeal of any Section of this
Article IX, nor the adoption of any provision of these Amended Articles of Incorporation or the By-laws of the Corporation inconsistent with this Article IX, shall adversely affect any right or protection of any director established pursuant to
this Article IX existing at the time of such amendment, repeal or adoption of an inconsistent provision, including without limitation by eliminating or reducing the effect of this Article IX, for or in respect of any act, omission or other
matter occurring, or any action or proceeding accruing or arising (or that, but for this Article IX, would accrue or arise), prior to such amendment, repeal or adoption of an inconsistent provision.
Except as may be expressly provided in these Amended Articles of Incorporation, the Corporation reserves the right at any time and
from time to time to amend, alter, change or repeal any provision contained in these Amended Articles of Incorporation or a Preferred Stock Designation, and any other provisions authorized by the laws of the State of Wyoming at the time in
force may be added or inserted, in the manner now or thereafter prescribed herein or by applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by
and pursuant to these Amended Articles of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article X; provided, however, that any amendment or repeal of Article VIII or Article IX of
these Amended Articles of Incorporation shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal; and provided further that no Preferred Stock
Designation shall be amended after the issuance of any shares of the series of Preferred Stock created thereby, except in accordance with the terms of such Preferred Stock Designation and the requirements of applicable law.
Any action required or permitted by Article 7 of the WBCA, to be taken at a shareholders' meeting may be taken without a meeting,
and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and voted. The written consent shall bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for inclusion in the minutes or
filing with the corporate records
The Board of Directors has adopted these Amended and Restated Articles of Incorporation with shareholder approval, in compliance
with W.S. 17-16-1003.
|/s/ Bob Finigan
Date: November 3, 2017
|Chairman, Chief Executive Officer