GPGI, Inc.

EX-2.1 · tm2616921d2_ex2-1.htm

EX-2.1
 2
 tm2616921d2_ex2-1.htm
 EXHIBIT 2.1

 Exhibit 2.1

 PLAN OF
CONVERSION

 OF

 GPGI, INC.

 This
Plan of Conversion (this “ Plan of Conversion ”) is adopted as of June 5, 2026 to convert GPGI,
Inc., a Delaware corporation (the “ Converting Entity ”), to a Nevada corporation to be known as “GPGI,
Inc.” (the “ Converted Entity ”).

 1.    Converting
Entity .   The Converting Entity is a corporation organized under the General Corporation Law of the State of Delaware, as amended
(the “ DGCL ”).

  

 2.    Converted
Entity .   The Converted Entity shall be a corporation organized under Chapter 78 of
 the Nevada Revised Statutes, as amended (the
 “ NRS ”). The name of the Converted Entity shall be GPGI, Inc.

  

 3.    The
Conversion .   The Converting Entity shall be converted to the Converted Entity (the
 “ Conversion ”) pursuant to
NRS 92A.195 and Section 266 of the DGCL.

  

 4.    Filing
of Conversion Documents; Effective Time .   As soon as practicable following the satisfaction of the conditions set forth in
Section 9 hereof, if this Plan of Conversion shall not have been terminated prior thereto as provided in Section 12 hereof, the
Converting Entity shall cause (i) articles of conversion meeting the
requirements of NRS 92A.205 and NRS 92A.230 (the “ Articles of Conversion ”) and the articles of incorporation of
the Converted Entity (the “ Nevada Charter ”) to be properly executed and filed in accordance with such sections
and (ii) a certificate of conversion meeting the requirements of Section 266 of the DGCL (the “ Certificate of
Conversion ”) to be properly executed and filed in accordance with such section, and otherwise make all other filings or
recordings as required by the NRS or the DGCL in connection with the Conversion. The Conversion shall become effective at such date
and time as is set forth in the Articles of Conversion and Certificate of Conversion as the effective date and time of the
Conversion (such time, the “ Effective Time ”).

  

 5.    Articles
of Incorporation and Bylaws .   At the Effective Time, the Nevada Charter and the bylaws of the Converted Entity (the “ Nevada
Bylaws ”), in the forms attached hereto as Exhibit A and Exhibit B , respectively, shall govern the Converted Entity
until amended in accordance with their respective terms and applicable law.

  

 6.    Directors
and Officers .   At the Effective Time, by virtue of the Conversion and without any further action on the part of the Converting
Entity or Converted Entity, or their respective stockholders: (i) the Board of Directors of the Converted Entity will consist of the
same directors, having the same director classes and the same terms, as the directors of the Converting Entity as of immediately
prior to the Effective Time, each director to serve until his or her successor has been duly elected or appointed and qualified or
until his or her earlier death, resignation or removal in accordance with the Nevada Charter, Nevada Bylaws and the NRS; (ii) the
executive chairman of the Board of Directors of the Converting Entity as of immediately prior to the Effective Time shall be the
executive chairman of the Board of Directors of the Converted Entity, and shall serve at the pleasure of the Board of Directors of
the Converted Entity; (iii) each committee of the Board of Directors of the Converting Entity as of immediately prior to the
Effective Time shall be constituted as a committee of the Board of Directors of the Converted Entity on the same terms and, subject
to applicable law, with the same powers and authority as the applicable committee of the Board of Directors of the Converting Entity
as of immediately prior to the Effective Time, and the members of each committee of the Board of Directors of the Converting Entity
as of immediately prior to the Effective Time shall be the members of each such committee of the Board of Directors of the Converted
Entity, each to serve at the pleasure of the Board of Directors of the Converted Entity; and (iv) the officers of the Converted
Entity shall be the same officers as the officers of the Converting Entity as of immediately prior to the Effective Time (and any
designation as an “executive officer”under Rule 3b-7 of the Securities Exchange Act of 1934, as amended (the
 “ Exchange Act ”), or “officer” for purposes of Section 16 of the Exchange Act shall remain in effect),
each to serve until his or her successor has been duly elected or appointed and qualified or until his or her earlier death,
resignation or removal in accordance with the Nevada Charter, the Nevada Bylaws and the NRS.

  

 1

  

  

 7.    Effect
on Capital Stock of Converting Entity .   At the Effective Time, by virtue of the Conversion and without any further action on the
part of the Converting Entity, the Converted Entity or any other person, each share of Class A Common Stock, par value $0.0001 per share,
of the Converting Entity issued and outstanding or held in treasury immediately prior to the Effective Time shall be automatically converted
into one share of Class A Common Stock, par value $0.0001 per share, of the Converted Entity. At and after the Effective Time, all of
the issued and outstanding shares of Class A Common Stock of the Converting Entity shall automatically become the number and series of
shares of the Converted Entity into which such shares of the Converting Entity have been converted as herein provided in accordance with
the customary procedures of the Converting Entity’s transfer agent.

  

 8.    Effect
on Other Securities of Converting Entity .   At the Effective Time, any option, restricted stock unit, equity or equity-based
award, or other right to acquire any shares of, or of any instrument to convert into or based on the value of, the Class A Common
Stock of the Converting Entity or other equity security of the Converting Entity, whether vested or unvested, which is outstanding
immediately prior to the Effective Time (each, a “ Convertible Security ”), shall from and after the Effective
Time, constitute an option, restricted stock unit, equity or equity-based award or other right to acquire any shares of, or of any
instrument to convert into or based on the value of, the same amount of the Class A Common Stock of the Converted Entity or other
equity securities of the Converted Entity, respectively, and, if applicable, with the same exercise or purchase price per share, and
shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule,
status and all other terms and conditions of the applicable Convertible Security immediately prior to the Effective Time.

  

 9.    Conditions Precedent .   Completion
of the Conversion is subject to the following conditions:

  

 (a)       the
resolution of the Board of Directors of the Converting Entity (the “ Board of Directors ”) approving the conversion of
the Converting Entity to the Converted Entity pursuant to and in accordance with applicable law and this Plan of Conversion shall have
been adopted and approved by the affirmative vote or consent of a majority of the aggregate voting power of the shares of the Class A
Common Stock of the Converting Entity outstanding and entitled to vote thereon; and

  

 (b)       other
than the filing of the Articles of Conversion, the Nevada Charter and the Certificate of Conversion provided for under Section 4 hereof,
any other regulatory or contractual approvals that the Board of Directors or any duly authorized committee thereof (in its sole discretion)
determines to obtain shall have been so obtained and be in full force and effect.

  

 All
of the foregoing conditions are non-waivable, except that the condition set forth in Section 9(b) hereof may be waived by the Board of
Directors or any duly authorized committee thereof, and any
 determination by the Board of Directors or any
duly authorized committee thereof prior to the Effective Time concerning the satisfaction or waiver of any condition set forth in this
Section 9 shall be final and conclusive.

  

 10.    Effect
of Conversion .   From and after the Effective Time, the Conversion shall, for all purposes of the laws of the State of
Delaware, have the effects set forth in Section 266(h) of the DGCL and shall, for all purposes of the laws of the State of
Nevada, have the effects set forth in NRS 92A.250(3).

  

 11.    Record of
Conversion .   A copy of this Plan of Conversion will be kept at the principal place of business of the Converted Entity and,
upon the request of any stockholder of the Converting Entity, a copy of this Plan of Conversion shall promptly be provided to such
stockholder without cost.

  

 12.    Termination;
Abandonment .   At any time before the Effective Time, whether before or after approval of the Conversion by the requisite
stockholders of the Converting Entity as described above, this Plan of Conversion may be terminated and the Conversion may be
abandoned, or the consummation of the Conversion may be deferred for a reasonable period of time if, in the opinion of the Board of
Directors or any duly authorized committee thereof, such action would be in the best interests of the Converting Entity and its
stockholders. In the event of termination of this Plan of Conversion, this Plan of Conversion shall become void and of no
effect.

  

 13.    Plan
of Reorganization .   It is intended that the Conversion qualify as a “reorganization” within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “ Code ”) (and any similar
provision of state or local law). This Plan of Conversion shall constitute, and is adopted as, a “plan of
reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations promulgated under
the Code.

  

 [Remainder of Page Intentionally Left
Blank]

  

 2

  

  

 This Plan of Conversion has been adopted
by the Board of Directors as of the date set forth above.

  

  
 GPGI,
 INC.

  
  

  
 By:
 /s/ David A.P. Marshall 

  
  
 Name:
 David A.P. Marshall 

  
  
 Title:
 Corporate Secretary 

  

 [ Signature
page to Plan of Conversion ]

EX-3.1 · tm2616921d2_ex3-1.htm

EX-3.1
 3
 tm2616921d2_ex3-1.htm
 EXHIBIT 3.1

 Exhibit 3.1

 ARTICLES
OF INCORPORATION

 OF

 GPGI, INC.

 ARTICLE
I

 NAME

 The
name of the Corporation is GPGI, Inc. (the “ Corporation ”). The Corporation is the resulting
 entity in the conversion of GPGI, Inc., a Delaware
corporation, into a Nevada corporation and is a continuation of the existence thereof pursuant to Chapter 92A of the Nevada Revised Statutes
(as amended from time to time, the “ NRS ”).

 ARTICLE
II

 PURPOSE

 The
purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the NRS. In
addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall
possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of
the business or purposes of the Corporation.

 ARTICLE
III

 REGISTERED AGENT

 The registered office of
the Corporation shall be the street address of its registered agent in the State of Nevada. The Corporation may, from time to time,
in the manner provided by law, change the registered agent and
registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its
business, either within or without the State of Nevada.

 ARTICLE
IV

 CAPITALIZATION

 Section 4.1
 Authorized Capital Stock .   The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share,
which the Corporation is authorized to issue is 1,010,000,000 shares, consisting of (a) 1,000,000,000 shares of Class A Common Stock (“ Common
Stock ”) and (b) 10,000,000 shares shall be designated as Preferred Stock, par value of $0.0001 per share (“ Preferred
Stock ”).

  

 Section
4.2 Preferred Stock .   The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the
Corporation (the “ Board ”) is expressly granted authority to issue
 shares of the Preferred Stock, in one or more
series, and to fix for each such series such voting powers, full
 or limited, and such designations, preferences
and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be
stated and expressed in the resolutions adopted by the Board providing for the establishment and issue of such series and in the certificate
of designation establishing such series of Preferred Stock as filed in the office of the Nevada Secretary of State (a “ Preferred
Stock Designation ”) pursuant to the NRS.

  

 Section 4.3 Common Stock .

  

 (a)       Except
as otherwise required by law or these articles of incorporation (as amended and/or restated from time to time and including any Preferred
Stock Designation, the “ Articles of
 Incorporation ”), the holders
of Common Stock shall possess all voting power with respect to the Corporation. The holders of shares of Common Stock shall be entitled
to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock
 are entitled to vote. The holders of shares
of Common Stock shall at all times vote together as one class on all matters submitted to a vote of the stockholders of the Corporation.

  

 1

  

  

 (b)      Except
as otherwise required by law or the Articles of Incorporation, at any annual or special meeting of the stockholders of the Corporation,
the holders of the Common Stock shall have the exclusive right to vote for the election of directors and on all other matters properly
submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or the
 Articles of Incorporation, the holders of the
Common Stock shall not be entitled to vote on any amendment to the Articles of Incorporation (including any amendment to any Preferred
Stock Designation) that relates solely to the terms of one or more outstanding series of the Preferred Stock if the holders of such affected
series are entitled, either separately or together with the holders of one
 or more other such series, to vote thereon pursuant
to the Articles of Incorporation.

  

 (c)       Subject
to the rights, if any, of the holders of any outstanding series of the Preferred Stock, the holders of the Common Stock shall be entitled
to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared
thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor, and shall share equally
on a per share basis in such dividends and other distributions.

  

 (d)       Subject
to the rights, if any, of the holders of any outstanding series of the Preferred Stock, in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities
of the Corporation, the holders of the Common Stock shall be entitled to receive all the remaining assets of the Corporation
available for distribution to its stockholders, ratably in proportion to the number of shares of the Common Stock held by
them.

  

 Section
4.4 Rights and Options .   The Corporation has the authority to create and issue rights,
 warrants and options entitling the holders thereof
to purchase shares of any class or series of the Corporation’s capital stock or other securities of the Corporation, and such rights,
warrants and options shall be evidenced by instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration,
times for exercise and other terms and conditions of such rights, warrants or options; provided , however , that the consideration
to be received for any shares of capital stock subject thereto may not be less than the par value thereof.

  

 ARTICLE
V

 BOARD OF DIRECTORS

  

 Section
5.1 Board Powers .   The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In
addition to the powers and authority expressly conferred upon the Board by the NRS, the Articles of Incorporation or the bylaws of the
Corporation (as amended and/or restated from time to time, the “ Bylaws ”), the Board is hereby empowered to exercise
all such powers and do all such
 acts and things as may be exercised or done
by the Corporation, subject, nevertheless, to the provisions of
 the NRS and the Articles of Incorporation.

  

 Section 5.2 Number, Election and Term .

  

 (a)       The
number of directors of the Corporation, other than those who may be elected by the holders of one or more series of the Preferred
Stock voting separately by class or series, shall be fixed from time to time exclusively by the Board pursuant to a resolution
adopted by a majority of the Board.

  

 (b)      Subject
to Section 5.5 hereof, the Board shall be divided into three classes, as nearly equal in number as possible, and designated Class
I, Class II and Class III. At each annual meeting of the stockholders of the Corporation, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term. Subject to Section 5.5 hereof, if the number of directors
 is changed, any increase or decrease shall be
apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in
no case shall a decrease in the number of directors cause the removal of or shorten the term of any incumbent director. Directors shall
be elected by a plurality of the votes cast at an annual meeting of stockholders by holders of the Common Stock.

  

 (c)       Subject
to Section 5.5 hereof, a director shall hold office until the annual meeting for the year in which his or her term expires
and until his or her successor has been elected or appointed and qualified, subject, however, to such director’s earlier
death, resignation, retirement, disqualification or removal.

  

 2

  

  

 (d)      Unless
and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot.

  

 Section 5.3 Newly
Created Directorships and Vacancies .   Subject to Section 5.5 hereof, newly created directorships resulting from an
increase in the number of directors and any vacancies on the Board resulting from
death, resignation, retirement, disqualification, removal or other cause shall be filled solely by a majority vote of the remaining
directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so
chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in
which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s
earlier death, resignation, retirement, disqualification or removal.

  

 Section
5.4 Removal .   Any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock
voting separately as a series or together with one or more other such series, as the case may be) may be removed at any time,
but only for cause and only by the affirmative vote of at least the minimum percentage of the voting power of all outstanding shares
of capital stock of the Corporation entitled to vote thereon, voting together as a single class, then permitted under the NRS for
such vote (which in any event shall not be less than a simple majority).

  

 Section 5.5 Preferred
Stock Directors .   Notwithstanding any other provision of this Article V , and except as otherwise required by law,
whenever the holders of one or more series of the Preferred Stock shall have
the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the
removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as
set forth in the Articles of Incorporation (including any Preferred Stock Designation) and such directors shall not be included in
any of the classes created pursuant to this Article V unless expressly provided by such terms.

  

 ARTICLE
VI

 BYLAWS

  

 In furtherance and not in
limitation of the powers conferred upon it by law, the Board shall have the power to adopt, amend, alter or repeal the Bylaws. The
affirmative vote of a majority of the Board shall be required
to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided , however ,
that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law, by the
Articles of Incorporation, or by the Bylaws, the affirmative vote of the holders of at least a majority of the voting power of all
then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together
as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws; and provided further , however ,
that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such
Bylaws had not been adopted.

  

 ARTICLE
VII

 MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN
CONSENT

  

 Section 7.1 Meetings .   Subject
to the rights of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special
meetings of stockholders of the Corporation may be
called only by the Chair of the Board or the President of the Corporation, or the Board pursuant to a resolution adopted by a
majority of the Board, and the ability of the stockholders to call a special meeting is hereby specifically denied.

  

 Section 7.2 Advance
Notice .   Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before
any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

  

 Section
7.3 Action by Written Consent .   Any action required or permitted to be taken by the stockholders of the Corporation must be
effected by a duly called annual or special meeting of such holders and may not be effected by written consent of the
stockholders.

  

 3

  

  

 ARTICLE
VIII

 LIMITED LIABILITY

  

 The liability of directors
and officers of the Corporation is hereby eliminated or limited to the fullest extent permitted by Nevada law. Without limiting the
effect of the preceding sentence, if the NRS is amended to further eliminate or limit or authorize corporate action to further
eliminate or limit the liability of directors and officers, the liability of the directors and officers of the Corporation shall be
eliminated or limited to the fullest extent permitted by the NRS, as so amended, automatically and without further action, upon the
date of such amendment. No repeal or amendment of this Article VIII by the stockholders of the Corporation or by changes in
law, or the adoption of any other provision of the Articles of Incorporation inconsistent with this Article VIII , shall,
unless otherwise required by law, diminish or adversely affect any right or protection existing at the time of such repeal or
amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first
threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment
or adoption of such inconsistent provision.

  

 ARTICLE
IX

 CORPORATE OPPORTUNITY

  

 (a)       To
the fullest extent permitted under NRS 78.070(8), the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply
with respect to the Corporation or any of its officers
 or directors in circumstances where the application
of any such doctrine to a corporate opportunity would conflict with any fiduciary duties or contractual obligations they may have as of
the date of these Articles of Incorporation or in the future. In addition to the foregoing, the doctrine of corporate opportunity shall
not apply to any other corporate opportunity with respect to any of the directors or
 officers of the Corporation unless such corporate
opportunity is offered to such person solely in his or her capacity as a director or officer of the Corporation and such opportunity is
one the Corporation
 is legally and contractually permitted to undertake
and would otherwise be reasonable for the Corporation to pursue.

  

 (b)       Neither
the alteration, amendment, addition to or repeal of this Article IX , nor the adoption of any provision of the Articles of Incorporation
inconsistent with this Article IX , shall eliminate or reduce the effect of this Article IX in respect of any business opportunity
first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article IX , would accrue
or arise, prior to such alteration, amendment, addition, repeal or adoption. This Article IX shall not limit any protections or
defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under the Articles of Incorporation,
the Bylaws or applicable law.

  

 ARTICLE
X

 LIMITED WAIVER OF JURY TRIAL

  

 To the fullest extent
permitted by applicable law, all internal actions (as defined in NRS 78.046 or any successor statute) to be tried in any court of
the State of Nevada must be tried before the presiding judge as the trier of fact, and not before a jury. This Article X shall
conclusively operate as a waiver of the right to trial by jury by each party to any such internal action.

  

 ARTICLE
XI

 AMENDMENT OF ARTICLES OF INCORPORATION

  

 The Corporation reserves
the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter
prescribed by the Articles of Incorporation and the
NRS; and, except as set forth in Article VIII , all rights, preferences and privileges herein conferred upon stockholders,
directors or any other persons by and pursuant to the Articles of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article XI . Notwithstanding anything to the contrary contained in these
Articles of Incorporation, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no
provision of Article V , Section 7.1 , Section 7.3 , Article VIII , Article IX , Article X and
this Article XI may be altered, amended or repealed in any respect, nor may any provision or bylaw inconsistent therewith be
adopted, unless, in addition to any other vote required by the Articles of Incorporation or otherwise required by law, such
alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of a majority of the voting power of
the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together
as a single class.

  

 ****************

  

 4

EX-3.2 · tm2616921d2_ex3-2.htm

EX-3.2
 4
 tm2616921d2_ex3-2.htm
 EXHIBIT 3.2

 Exhibit 3.2

 BYLAWS
 OF

 GPGI,
INC.
 (THE “CORPORATION”)

 ARTICLE I

 OFFICES

 Section 1.1
Registered Office .   The registered office of the Corporation within the State of Nevada shall be located at the office of the entity
or individual acting as the Corporation’s registered agent in Nevada.

  

 Section 1.2
Additional Offices .   The Corporation may, in addition to its registered office in the State of Nevada, have such other offices and
places of business, both within and outside the State of Nevada, as the Board of Directors of the Corporation (the “ Board ”)
may from time to time determine or as the business and affairs of the Corporation may require.

  

 ARTICLE II

  

 STOCKHOLDER MEETINGS

  

 Section
2.1 Annual Meetings .   The annual meeting of stockholders shall be held at such physical location either within or without the State
of Nevada, and at such time and on such date as shall be
 determined by the Board, and by such means of
remote communication as is authorized by
 Section 78.320(4)-(5) of the Nevada Revised
Statutes (as amended from time to time, the “ NRS ”) and
 stated in the notice of the meeting, provided
that the Board may in its sole discretion determine that the meeting shall not be held at any physical location, but may instead be held
solely by means of remote communication pursuant to Section 9.5(a) . At each annual meeting, the stockholders entitled to vote on
such matters shall elect those directors of the Corporation to fill any term of a directorship that expires on the date of such annual
meeting and may transact any other business as may properly be brought before the meeting.

  

 Section
2.2 Special Meetings .   Subject to the rights of the holders of any outstanding series of the preferred stock of the
Corporation (“ Preferred Stock ”), other than as may be required by the NRS and the requirements
of applicable law, special meetings of stockholders, for any purpose or purposes, may be called only by the Chair of the Board, the
President, or the Board pursuant to a resolution adopted by a majority of the Board, and may not be called by any other person.
Special meetings of stockholders shall be held at such physical location, either within or without the State of Nevada, and at such
time and on such date as shall be determined by the Board, and in whole or in part by such means of remote communication as is
authorized by NRS 78.320(4)-(5), and stated in the Corporation’s notice of the meeting, provided that the Board may in its
sole discretion determine that the meeting shall not be held at any physical location, but may instead be held solely by means of
remote communication pursuant to Section 9.5(a) .

  

 Section
2.3 Notices .   Written notice of each stockholders’ meeting shall be given in accordance with NRS 78.370 (and shall
contain or be accompanied by such additional information as may be required by the NRS, including without limitation, NRS 78.379,
92A.120 or 92A.410). The notice shall state the physical location, if any, date, and time of the meeting, and the means of remote
communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and
the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for
determining stockholders entitled to notice of the meeting, and shall be given in the manner permitted by Section 9.3 to each
stockholder entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting, by
the Corporation not less than 10 nor more than 60 days before the date of the meeting unless otherwise required by the NRS. If said
notice is for a stockholders’ meeting other than an annual meeting, it shall in addition state the purpose or purposes for
which the meeting is called, and the business transacted at such meeting shall be limited to the matters so stated in the
Corporation’s notice of meeting (or any supplement thereto), provided, however that (a) if a proposed plan of merger,
conversion or exchange is to be submitted to a vote at the meeting, the notice of the meeting must state that the purpose, or one of
the purposes, of the meeting is to consider the plan of merger, conversion or exchange and must contain or be accompanied by a copy
or summary of the plan, and (b) if a proposed action creating dissenter’s rights is to be submitted to a vote at the meeting,
the notice of the meeting must state that the stockholders are or may be entitled to assert dissenter’s rights under NRS
92A.300 to 92A.500, inclusive, and be accompanied by a copy of those statutory provisions. Any meeting of stockholders as to which
notice has been given may be postponed, and any meeting of stockholders as to which notice has been given may be cancelled, by the
Board upon public announcement (as defined in Section 2.7(c) ) given before the date previously scheduled for such
meeting.

  

 1

  

  

 Section 2.4
Quorum .   Except as otherwise provided by applicable law, the Corporation’s articles of incorporation (as the same may be
amended and/or restated from time to time, and including any certificate of
designation establishing any series of Preferred Stock, the “ Articles of Incorporation ”) or these bylaws
(as the same may be amended and/or restated from time to time, the “ Bylaws ”), the presence, in person or
by proxy (regardless of whether the proxy has authority to vote on any matter), at a stockholders’ meeting of the holders of
shares of outstanding capital stock of the Corporation representing a majority of the voting power of all outstanding shares of
capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such
meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of
shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of
such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting
of the stockholders of the Corporation, the chair of the meeting may adjourn the meeting from time to time in the manner provided in Section
2.6 until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Shares of its own stock belonging to
the Corporation or to another corporation, if a majority of the voting power of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any such other
corporation to vote shares held by it in a fiduciary capacity.

  

 Section 2.5 Voting of Shares .

  

 (a)    Voting
Lists .   The Secretary of the Corporation (the “ Secretary ”) shall prepare, or shall cause the officer
or agent who has charge of the stock ledger of the Corporation to prepare and make, at least 10 days before every meeting of
stockholders, a complete list of the stockholders of record entitled to vote at such meeting; provided, however, that if the record
date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the
stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order and showing the address
and the number and class of shares registered in the name of each stockholder. Nothing contained in this Section 2.5(a) shall
require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall
be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period
of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal
place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic
network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the
Corporation. If the meeting is to be held at a physical location, then the list shall be produced and kept at the time and physical
location of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If a meeting of
stockholders is to be held solely by means of remote communication as permitted by Section 9.5(a) , the list shall be open to
the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice of meeting. The stock ledger shall be the only evidence
as to who are the stockholders entitled to examine the list required by this Section 2.5(a) or to vote in person or by proxy
at any meeting of stockholders.

  

 2

  

  

 (b)    Manner
of Voting .   At any stockholders’ meeting, every stockholder entitled to vote may vote in person or by proxy. If
authorized by the Board, the voting by stockholders or proxy holders at any meeting conducted in whole or in part by remote
communication may be effected by a ballot submitted by electronic transmission (as defined in Section 9.3 ), provided that any
such electronic transmission must either set forth or be submitted with information from which the Corporation can determine that
the electronic transmission was authorized by the stockholder or proxy holder. The Board, in its discretion, or the chair of the
meeting of stockholders, in such person’s discretion, may require that any votes cast at such meeting shall be cast by written
ballot.

  

 (c)    Proxies .   Each
stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or
acted upon after six months from its date, unless the proxy expressly provides for a longer period, subject to applicable
limitations under NRS 78.355. A duly executed proxy shall be irrevocable if it states that it is irrevocable but only if the proxy
is coupled with an interest sufficient in law to support an irrevocable power. The revocability of a proxy that states on its face
that it is irrevocable shall be governed by the applicable provisions of NRS 78.355. Proxies need not be filed with the Secretary
until the meeting is called to order, but shall be filed with the Secretary before being voted. No stockholder shall have cumulative
voting rights. Without limiting the manner in which a stockholder may authorize another person or persons to act for such
stockholder as proxy, either of the following shall constitute a valid means by which a stockholder may grant such authority.

  

 (i)       A
stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be
accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or
causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by
facsimile signature.

  

 (ii)       A
stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the
transmission of an electronic transmission to the person who
will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by
the person who will be the holder of the proxy to receive such transmission, provided that any such electronic transmission must
either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by
the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing
another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or transmission could be used; provided that such copy,
facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or
transmission.

  

 (d)    Required
Vote .   Subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to
elect directors pursuant to the terms of one or more series of Preferred Stock, at all meetings of stockholders at which a
quorum is present, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in
person or represented by proxy at the meeting and entitled to vote thereon. All other matters presented to the stockholders at a
meeting at which a quorum is present shall be determined by the vote of a majority of the votes cast by the stockholders present in
person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law,
the Articles of Incorporation, these Bylaws or applicable stock exchange rules, a different vote is required, in which case such
provision shall govern and control the decision of such matter.

  

 3

  

  

 (e)    Inspectors of
Election .   The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons
as inspectors of election, who may be employees of
the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment
thereof and to make a written report thereof. The Board may appoint one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chair of the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The
inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares
present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and
report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any
determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count
of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each
report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector
acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the
inspectors.

  

 Section
2.6 Adjournments .   Any meeting of stockholders, annual or special, may be adjourned by the chair of the meeting, from time to
time, whether or not there is a quorum, to reconvene at the same or some other physical location or means of remote communication.
Notice need not be given of any such adjourned meeting if the date, time, and physical location, if any, thereof, and the means of
remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such
adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders, or the
holders of any class or series of stock entitled to vote separately as a class, as the case may be, may transact any business that
might have been transacted at the original meeting. If the adjournment is for more than 60 days after the meeting date set for the
original meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting in
accordance with applicable provision of NRS 78.350(5). If after the adjournment a new record date for stockholders entitled to vote
is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with Section
9.2 and the provisions of NRS 78.350, and shall give notice of the adjourned meeting to each stockholder of record entitled to
vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

  

 Section 2.7 Advance Notice for Business .

  

 (a)    Annual
Meetings of Stockholders .   No business may be transacted at an annual meeting of stockholders, other than business that is either
(i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii)
otherwise properly brought before the annual meeting by or at the direction of the Board or (iii) otherwise properly brought before the
annual meeting by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote at such annual meeting on the
date of the giving of the notice provided for in this Section 2.7(a) and
 on the record date for the determination of
stockholders entitled to vote at such annual meeting and
 (y) who complies with the notice procedures
set forth in this Section 2.7(a) . Notwithstanding anything in this Section 2.7(a) to the contrary, only persons nominated
for election as a director to fill any term of
 a directorship that expires on the date of the
annual meeting pursuant to Section 3.2 will be considered for election at such meeting.

  

 (i)       In
addition to any other applicable requirements, for business (other than nominations) to be properly brought before an annual meeting
by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary and such business
must otherwise be a proper matter for stockholder action. Subject to Section 2.7(a)(iii) , a stockholder’s notice to the
Secretary with respect to such business, to be timely, must be received by the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before
the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the
annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely
must be so delivered not earlier than the opening of business on the 120th day before the meeting and not later than the later of
(x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which
public announcement of the date of the annual meeting is first made by the Corporation. The public announcement of an adjournment or
postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a
stockholder’s notice as described in this Section 2.7(a) .

  

 4

  

  

 (ii)       To
be in proper written form, a stockholder’s notice to the Secretary with respect to any business (other than nominations) must
set forth as to each such matter such stockholder proposes to
bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting, the text of
the proposal or business (including the text of any resolutions proposed for consideration and in the event such business includes a
proposal to amend these Bylaws, the language of the proposed amendment) and the reasons for conducting such business at the annual
meeting, (B) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose
behalf the proposal is made, (C) the class or series and number of shares of capital stock of the Corporation that are owned
beneficially and of record by such stockholder and by the beneficial owner, if any, on whose behalf the proposal is made, (D) a
description of all arrangements or understandings between such stockholder and the beneficial owner, if any, on whose behalf the
proposal is made and any other person or persons (including their names) in connection with the proposal of such business by such
stockholder, (E) any material interest of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made in
such business and (F) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear
in person or by proxy at the annual meeting to bring such business before the meeting.

  

 (iii)       The
foregoing notice requirements of this Section 2.7(a) shall be deemed satisfied by a stockholder as to any proposal (other than
nominations) if the stockholder has notified the Corporation of such stockholder’s intention to present such proposal at an annual
meeting in compliance with Rule 14a-8 (or any successor thereof) of the Securities Exchange Act of 1934, as amended (the “ Exchange
Act ”), and such stockholder has complied with the requirements of such rule for inclusion of such proposal in a proxy statement
prepared by the Corporation to solicit proxies for such annual meeting. No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.7(a) , provided,
however, that once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section
2.7(a) shall be deemed to preclude discussion by any stockholder of any such business. If the Board or the
 chair of the annual meeting determines that
any stockholder proposal was not made in accordance with the provisions of this Section 2.7(a) or that the information provided
in a stockholder’s
 notice does not satisfy the information requirements
of this Section 2.7(a) , such proposal shall not be presented for action at the annual meeting. Notwithstanding the foregoing provisions
of this Section 2.7(a) , if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting
of stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding that
proxies in respect of such matter may have been received by the Corporation.

  

 (iv)       In
addition to the provisions of this Section 2.7(a) , a stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 2.7(a) shall
be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to
Rule 14a-8 under the Exchange Act.

  

 (b)    Special
Meetings of Stockholders .   Only such business shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board
may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of
meeting only pursuant to Section 3.2 .

  

 (c)    Public
Announcement .   For purposes of these Bylaws, “ public announcement ” shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed
by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act (or any
successor thereto).

  

 5

  

  

 Section
2.8 Conduct of Meetings .   The chair of each annual and special meeting of stockholders shall be the Chair of the Board or, in the
absence (or inability or refusal to act) of the Chair of the Board, the President (if he or she shall be a director) or, in the absence
(or inability or refusal to act) of the President or if the President is not a director, such other person as shall be appointed by the
Board. The date and time
 of the opening and the closing of the polls
for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chair of the meeting. The
Board may adopt such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the
extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board, the chair of any meeting of stockholders
shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do
all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures,
whether adopted
 by the Board or prescribed by the chair of the
meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b)
rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation
in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the
chair of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and
(e) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the
chair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to
act) of the Secretary, an Assistant Secretary so appointed to act by the chair of the meeting. In the absence (or inability or refusal
to act) of the Secretary and all Assistant Secretaries, the chair of the meeting may appoint any person to act as secretary of the meeting.

  

 Section 2.9 Consents in Lieu
of Meeting .   Any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called
annual or special meeting of such holders and may not be effected by written consent of the stockholders.

  

 ARTICLE III

  

 DIRECTORS

  

 Section 3.1 Powers;
Number .   The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may
exercise all such powers of the Corporation and do all such lawful acts and things as are not by the NRS or by the Articles of
Incorporation or these Bylaws required to be exercised or done by the stockholders. Directors need not be stockholders or residents
of the State of Nevada. Subject to the Articles of Incorporation, the number of directors shall be fixed exclusively by resolution
of the Board.

  

 Section 3.2 Advance Notice for Nomination
of Directors .

  

 (a)       Only
persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the
Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the
rights of holders of one or more series of Preferred Stock to elect directors. Nominations of persons for election to the Board at
any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set
forth in the Corporation’s notice of such special meeting, may be made (i) by or at the direction of the Board or (ii) by any
stockholder of the Corporation (x) who is a stockholder of record entitled to vote in the election of directors on the date of the
giving of the notice provided for in this Section 3.2 and on the record date for the determination of stockholders entitled
to vote at such meeting and (y) who complies with the notice procedures set forth in this Section 3.2 .

  

 6

  

  

 (b)       In
addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice to the Secretary must be received
by the Secretary at the principal executive offices of the Corporation (i) in the case of an annual meeting, not later than the
close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the
immediately preceding annual meeting of stockholders; provided, however, that in
the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so received not earlier than the opening of business on the 120th day before the meeting and not
later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day
following the day on which public announcement of the date of the annual meeting was first made by the Corporation; and (ii) in the
case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the
10th day following the day on which public announcement of the date of the special meeting is first made by the Corporation. In no
event shall the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time
period (or extend any time period) for the giving of a stockholder’s notice as described in this Section
3.2 .

  

 (c)       Notwithstanding
anything in paragraph (b) to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting
is greater than the number of directors whose terms
expire on the date of the annual meeting and there is no public announcement by the Corporation naming all of the nominees for the
additional directors to be elected or specifying the size of the increased Board before the close of business on the 90th day prior
to the anniversary date of the immediately preceding annual meeting of stockholders, a stockholder’s notice required by this Section
3.2 shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase
that are to be filled by election at such annual meeting, if it shall be received by the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th day following the date on which such public announcement
was first made by the Corporation.

  

 (d)       To
be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder
proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the
principal occupation or employment of the person,
(C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially or of record by the
person and (D) any other information relating to the person that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice (A) the name and
record address of such stockholder as they appear on the Corporation’s books and the name and address of the beneficial owner,
if any, on whose behalf the nomination is made, (B) the class or series and number of shares of capital stock of the Corporation
that are owned beneficially and of record by such stockholder and the beneficial owner, if any, on whose behalf the nomination is
made, (C) a description of all arrangements or understandings relating to the nomination to be made by such stockholder among such
stockholder, the beneficial owner, if any, on whose behalf the nomination is made, each proposed nominee and any other person or
persons (including their names), (D) a representation that such stockholder (or a qualified representative of such stockholder)
intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (E) any other information
relating to such stockholder and the beneficial owner, if any, on whose behalf the nomination is made that would be required to be
disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be
accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if
elected.

  

 (e)       If
the Board or the chair of the meeting of stockholders determines that any nomination was not made in accordance with the provisions of
this Section 3.2 , or that the information provided in a stockholder’s notice does not satisfy the information requirements
of this Section 3.2 , then such nomination shall not be considered at the meeting in question. Notwithstanding the foregoing provisions
of this Section 3.2 , if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders
of the Corporation to present the nomination, such nomination shall
 be disregarded, notwithstanding that proxies
in respect of such nomination may have been received by the Corporation.

  

 (f)       In
addition to the provisions of this Section 3.2 , a stockholder shall also comply with all of the applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section
3.2 shall be deemed to affect any rights of the holders of Preferred Stock to elect directors pursuant to the Articles of
Incorporation.

  

 7

  

  

 Section 3.3
Compensation .   Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the Board shall have the
authority to fix the compensation of directors, including for service on a committee
of the Board, and may be paid either a fixed sum for attendance at each meeting of the Board or other compensation as director. The
directors may be reimbursed their expenses, if any, of attendance at each meeting of the Board. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board
may be allowed like compensation and reimbursement of expenses for service on the committee.

  

 Section
3.4 Newly Created Directorships and Vacancies .   Unless otherwise provided by the Articles of Incorporation, newly created directorships
resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification,
removal or other cause shall be filled solely by a majority vote of the remaining directors then in office, even if less than a quorum,
or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for
 the remainder of the full term of the class
of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected
or appointed and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

  

 ARTICLE IV

  

 BOARD MEETINGS

  

 Section 4.1 Annual
Meetings .   The Board shall meet as soon as practicable after the adjournment of each annual stockholders’ meeting at the
physical location of the annual stockholders’ meeting (or by means of
remote communication pursuant to Section 9.5(b) ), unless the Board shall fix another time and physical location or means of
remote communication, and give notice thereof in the manner required herein for special meetings of the Board. No notice to the
directors shall be necessary to legally convene this meeting, except as provided in this Section 4.1 .

  

 Section 4.2 Regular Meetings .   Regularly
scheduled, periodic meetings of the Board may be held without notice at such times, dates and physical locations (within or without the
State of Nevada) or by such means of remote communication as shall from time to time be determined by the Board.

  

 Section 4.3 Special
Meetings .   Special meetings of the Board (a) may be called by the Chair of the Board or the President and (b) shall be called
by the Chair of the Board, the President or Secretary on the written
request of at least a majority of directors then in office, or the sole director, as the case may be, and shall be held at such
time, date and physical location (within or without the State of Nevada) and/or by such means of remote communication as may be
determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in such
written request. Notice of each special meeting of the Board shall be given, as provided in Section 9.3 , to each director (i)
at least 24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand
delivery or by means of a form of electronic transmission and delivery; (ii) at least two days before the meeting if such notice is
sent by a nationally recognized overnight delivery service; and (iii) at least five days before the meeting if such notice is sent
through the United States mail. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the
officer who called the meeting or the directors who requested the meeting. Any and all business that may be transacted at a regular
meeting of the Board may be transacted at a special meeting. Except as may be otherwise expressly provided by applicable law, the
Articles of Incorporation, or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need
be specified in the notice or waiver of notice of such meeting. A special meeting may be held at any time without notice if all the
directors are present or if those not present waive notice of the meeting in accordance with Section 9.4 .

  

 Section 4.4 Quorum;
Required Vote .   A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board,
and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except
as may be otherwise specifically provided by applicable law, the Articles of Incorporation or these Bylaws. If a quorum shall not be
present at any meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.

  

 8

  

  

 Section
4.5 Consent In Lieu of Meeting .   Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in writing or by communication sent by electronic
transmission, or writings or communications by electronic transmission (or paper reproductions thereof) are filed with the minutes
of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall
be in electronic form if the minutes are maintained in electronic form.

  

 Section
4.6 Organization .   The chair of each meeting of the Board shall be the Chair of the Board or, in the absence (or inability or
refusal to act) of the Chair of the Board, the President (if he or she shall be a director) or in the absence (or inability or
refusal to act) of the President or if the President is not a director, a chair
elected from the directors present. The Secretary shall act as secretary of all meetings of the Board. In the absence (or inability
or refusal to act) of the Secretary, an Assistant Secretary shall perform the duties of the Secretary at such meeting. In the
absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chair of the meeting may appoint any
person to act as secretary of the meeting.

  

 ARTICLE
V

  

 COMMITTEES OF DIRECTORS

  

 Section 5.1
Establishment .   The Board may by resolution passed by a majority of the Board designate one or more committees, each committee
to consist of one or more of the directors of the Corporation. The Board
may also appoint natural persons who are not directors to serve on committees. Each committee shall keep regular minutes of its
meetings and report the same to the Board when required by the resolution designating such committee. The Board shall have the power
at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

  

 Section
5.2 Available Powers .   Any committee established pursuant to Section 5.1 hereof, to the extent permitted by applicable law
and by resolution of the Board, shall have and may exercise all of the powers
 and authority of the Board in the management
of the business and affairs of the Corporation, and may authorize the seal of the Corporation (if any) to be affixed to all papers that
may require it.

  

 Section
5.3 Alternate Members .   The Board may designate one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of such committee.
 In the absence or disqualification of a member
of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they
constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified
member.

  

 Section 5.4
Procedures .   Unless the Board otherwise provides, the time, date, physical location, if any, means of remote communication, if
any, and notice of meetings of a committee shall be determined by such committee.
At meetings of a committee, a majority of the number of members of the committee (but not including any alternate member, unless
such alternate member has replaced any absent or disqualified member at the time of, or in connection with, such meeting) shall
constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum
is present shall be the act of the committee, except as otherwise specifically provided by applicable law, the Articles of
Incorporation, these Bylaws or the Board. If a quorum is not present at a meeting of a committee, the members present may adjourn
the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. Unless the Board
otherwise provides and except as provided in these Bylaws, each committee designated by the Board may make, alter, amend and repeal
rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as
the Board is authorized to conduct its business pursuant to Article III and Article IV of these Bylaws.

  

 9

  

  

 ARTICLE
VI

  

 OFFICERS

  

 Section 6.1
Officers .   The officers of the Corporation elected by the Board shall include a President, Secretary and Treasurer or the
equivalent thereof and may include a Chair of the Board of Directors, a Chief
Financial Officer and such other officers (including without limitation, Vice Presidents and Assistant Secretaries) as the Board
from time to time may determine. Such officers elected by the Board shall each have such powers and duties as generally pertain to
their respective offices, subject to the specific provisions of this Article VI . Such officers shall also have such powers
and duties as from time to time may be conferred by the Board. The Board may also appoint such other officers (including without
limitation one or more Vice Presidents and Controllers) as may be necessary or desirable for the conduct of the business of the
Corporation and may give any of them such further designations or alternate titles as it considers desirable. Such other officers
shall have such powers and duties and shall hold their offices for such terms as may be provided in these Bylaws or as may be
prescribed by the Board.

  

 (a)    Chair
of the Board .   The Chair of the Board shall preside at all meetings of the stockholders and the Board. The Chair of the Board shall
have supervision and control of all activities of the Corporation, subject to the ultimate authority of the Board. The Chair of the Board
shall preside over the position of the President in all respects.

  

 (b)    President .   The
President shall perform all duties incident to the office of president of a corporation, subject in all respects to the Chair of the
Board, and shall be responsible for the execution of
the policies of the Chair of the Board with respect to such matters. In the absence (or inability or refusal to act) of the Chair of
the Board, the President (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the
Board. If there is no President, any person authorized by resolution of the Board to serve as the principal executive officer of the
Corporation shall perform the duties and have the powers of the President.

  

 (c)    Vice
Presidents .   In the absence (or inability or refusal to act) of the Chair of the Board or
 the President, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order designated by the Board) shall perform the duties and have
the powers of the President. Any one or more of the Vice Presidents may be given an additional designation of rank or function.

  

 (d)    Secretary .   The
Secretary shall attend all meetings of the stockholders, the Board and (as required) committees of the Board and shall record the
proceedings of such meetings in books to be kept
for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of
the Board and shall perform such other duties as may be prescribed by the Board, the Chair of the Board or the President. The
Secretary shall have custody of the corporate seal of the Corporation (if any) and the Secretary, or any Assistant Secretary, shall
have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature or
by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the
Corporation and to attest the affixing thereof by his or her signature. The Secretary shall keep, or cause to be kept, at the
principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, if one has
been appointed, a stock ledger, or duplicate stock ledger, showing the names of the stockholders and their addresses, the number and
classes of shares held by each and, with respect to certificated shares, the number and date of certificates issued for the same and
the number and date of certificates cancelled. If there is no Secretary, the President, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated by the Board) or any other person authorized by resolution
of the Board shall perform the duties and have the powers of the Secretary.

  

 (e)    Assistant
Secretaries .   The Assistant Secretary or, if there be more than one, the Assistant Secretaries in the order determined by the
Board shall, in the absence (or inability or refusal to act) of the Secretary, perform the duties and have the powers of the
Secretary.

  

 (f)    Chief
Financial Officer .   The Chief Financial Officer shall perform all duties commonly incident to that office (including, without
limitation, the care and custody of the funds and securities of
the Corporation, which from time to time may come into the Chief Financial Officer’s hands and the deposit of the funds of the
Corporation in such banks or trust companies as the Board or the President may authorize). If there is no Chief Financial Officer,
any person authorized by resolution of the Board to serve as the principal financial officer of the Corporation shall perform the
duties and have the powers of the Chief Financial Officer.

  

 (g)    Treasurer .   The
Treasurer shall, in the absence (or inability or refusal to act) of the Chief Financial Officer, perform the duties and exercise the powers
of the Chief Financial Officer.

  

 10

  

  

 Section
6.2 Term of Office; Removal; Vacancies .   The officers of the Corporation shall be appointed by the Board and shall hold office
until their successors are duly elected or appointed and qualified by the Board or until their earlier death, resignation,
retirement, disqualification, or removal from office. Any officer may be removed, with or without cause, at any time by the Board.
Any officer appointed by the Board or the President may also be removed, with or without cause, by the Board or the President, as
the case may be, unless the Board otherwise provides. Any vacancy occurring in any elected office of the Corporation may be filled
by the Board. Any vacancy occurring in any office appointed by the Board or the President may be filled by the Board or the
President, as the case may be, unless the Board then determines that such office shall thereupon be elected by the Board, in which
case the Board shall elect such officer.

  

 Section 6.3 Other Officers .   The
Board may delegate the power to appoint such other officers and agents, and may also remove such officers and agents or delegate the
power to remove same, as it shall from time to time deem necessary or desirable.

  

 Section
6.4 Multiple Officeholders; Stockholder and Director Officers .   Any number of offices may be held by the same person unless the
Articles of Incorporation or these Bylaws otherwise provide. Officers
 need not be stockholders or residents of the
State of Nevada.

  

 ARTICLE
VII

  

 SHARES

  

 Section
7.1 Certificated and Uncertificated Shares .   The shares of stock of the Corporation may be certificated or uncertificated,
subject to the sole discretion of the Board and the requirements of the NRS. If the shares of stock of the Corporation shall
be certificated, such certificates shall be in such form as is consistent with applicable law and as shall be prescribed by the
Board.

  

 Section 7.2 Multiple
Classes of Stock .   If the Corporation shall be authorized to issue more than one class of stock or more than one series of any
class, each certificate representing shares shall state the following upon
the face thereof: the name of the state of the Corporation’s organization; the name of the person to whom issued; the number
and class of shares and the designation of the series, if any, which such certificate represents; the par value of each share, if
any, represented by such certificate or a statement that the shares are without par value. No certificate shall be issued until the
shares represented thereby are fully paid. The Corporation, if required by the applicable provisions of the NRS, including NRS
78.235 and 78.242, shall, within a reasonable time after the issuance or transfer of uncertificated shares, send to the registered
owner thereof a written notice containing the information required to be set forth on certificates by NRS 78.235(5), and within 10
days after receipt of a written request therefor from the stockholder of record holding uncertificated shares, the Corporation shall
provide to such stockholder of record a written statement confirming the information contained in such written statement previously
sent to the stockholder of record. In addition to the foregoing, all certificates evidencing shares of the Corporation’s stock
or other securities issued by the Corporation shall contain such legend or legends as may from time to time be required by the NRS
or such other laws or regulations then in effect. Except as otherwise expressly provided by the NRS, the rights and obligations of
the stockholders of the Corporation shall be identical whether or not their shares of stock are represented by
certificates.

  

 Section
7.3 Signatures .   Each certificate representing capital stock of the Corporation shall be signed
 by or in the name of the Corporation by (a)
the Chair of the Board, the President or a Vice President and
 (b) the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who
 has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such
certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar on
the date of issue.

  

 11

  

  

 Section 7.4 Consideration and Payment
for Shares .

  

 (a)       Subject
to applicable law and the Articles of Incorporation, shares of stock may be issued for such consideration, having in the case of
shares with par value a value not less than the par value thereof, and
to such persons, as determined from time to time by the Board. The consideration may consist of any tangible or intangible property
or any benefit to the Corporation including, without limitation, cash, promissory notes, services performed, contracts for services
to be performed or other securities, or any combination thereof.

  

 (b)       Subject
to applicable law and the Articles of Incorporation, shares may not be issued until
 the full amount of the consideration has been
paid, unless upon the face or back of each certificate issued to represent any partially paid shares of capital stock or upon the books
and records of the Corporation in the case of partially paid uncertificated shares, there shall have been set forth the total amount of
the consideration to be paid therefor and the amount paid thereon up to and including the time said certificate representing certificated
shares or said uncertificated shares are issued.

  

 Section 7.5 Lost, Destroyed or Wrongfully
Taken Certificates .

  

 (a)       If
an owner of a certificate representing shares claims that such certificate has been lost, destroyed or wrongfully taken, the
Corporation shall issue a new certificate representing such shares or such
shares in uncertificated form if the owner: (i) requests such a new certificate before the Corporation has notice that the
certificate representing such shares has been acquired by a protected purchaser; (ii) if requested by the Corporation, delivers to
the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account
of the alleged loss, wrongful taking or destruction of such certificate or the issuance of such new certificate or uncertificated
shares; and (iii) satisfies other reasonable requirements imposed by the Corporation.

  

 (b)       If
a certificate representing shares has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the
Corporation of that fact within a reasonable time after the owner has notice of such loss, apparent destruction or wrongful taking
and the Corporation registers a transfer of such shares before receiving notification, the owner shall be precluded from asserting
against the Corporation any claim for registering such transfer or a claim to a new certificate representing such shares or such
shares in uncertificated form.

  

 Section 7.6 Transfer of Stock .

  

 (a)       If
a certificate representing shares of the Corporation is presented to the Corporation with an endorsement requesting the registration
of transfer of such shares or an instruction is presented to the Corporation requesting the registration of transfer of
uncertificated shares, the Corporation shall register the transfer as requested if:

  

 (i)       in
the case of certificated shares, the certificate representing such shares has been surrendered;

  

 (ii)       (A)
with respect to certificated shares, the endorsement is made by the person specified by the certificate as entitled to such shares;
(B) with respect to uncertificated shares, an instruction is made by the registered owner of such uncertificated shares; or
(C) with respect to certificated shares or uncertificated shares, the endorsement or instruction is made by any other appropriate
person or by an agent who has actual authority to act on behalf of the appropriate person;

  

 (iii)       the
Corporation has received a guarantee of signature of the person signing such endorsement or instruction or such other reasonable assurance
that the endorsement or instruction is genuine and authorized as the Corporation may request;

  

 (iv)       the
transfer does not violate any restriction on transfer imposed by the Corporation
 that is enforceable in accordance with NRS 78.242;
and

  

 (v)       such
other conditions for such transfer as shall be provided for under applicable law
 have been satisfied.

  

 (b)       Whenever
any transfer of shares shall be made for collateral security and not absolutely, the Corporation shall so record such fact in the
entry of transfer if, when the certificate for such shares is presented to the Corporation for transfer or, if such shares are
uncertificated, when the instruction for registration of transfer thereof is presented to the Corporation, both the transferor and
transferee request the Corporation to do so.

  

 12

  

  

 Section 7.7 Record
Stockholders .   Before due presentment for registration of transfer of a certificate representing shares of the Corporation or
of an instruction requesting registration of transfer of uncertificated shares,
the Corporation may treat the record owner as the person exclusively entitled to inspect for any proper purpose and to the extent
permitted by the NRS the stock ledger and the other books of account and financial statements of the Corporation, vote such shares,
receive dividends or other distributions or notifications with respect to such shares and otherwise exercise all the rights and
powers of the owner of such shares.

  

 Section 7.8
Regulations .   The Board shall have power and authority to make such additional rules and regulations, subject to any
applicable requirement of law, as the Board may deem necessary and appropriate with respect to the issue, transfer or registration
of transfer of shares of stock or certificates representing shares. The Board may appoint one or more transfer agents or registrars
and may require for the validity thereof that certificates representing shares bear the signature of any transfer agent or registrar
so appointed.

  

 ARTICLE VIII

  

 INDEMNIFICATION

  

 Section
8.1 Right to Indemnification .   To the fullest extent permitted by applicable law (including NRS 78.7502 and NRS 78.751), as
the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (a “ proceeding ”), by reason of the
fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, manager, employee or agent of another corporation or of a
partnership, limited liability company, joint venture, trust, other enterprise or nonprofit entity, including service with respect
to an employee benefit plan (an “ Indemnitee ”), whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer,
manager (of a limited liability company) employee or agent, against all liability and loss suffered and expenses (including, without
limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably
incurred by such Indemnitee in connection with such proceeding; provided, however, that, except as provided in Section 8.3 with
respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify an Indemnitee in connection with a
proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the
Board.

  

 Section
8.2 Right to Advancement of Expenses .   In addition to the right to indemnification conferred
 in Section 8.1 , an Indemnitee shall also
have the right to be paid by the Corporation, to the fullest extent
 permitted by applicable law (including NRS 78.751),
the expenses (including, without limitation, attorneys’ fees) as they are incurred in defending or otherwise participating in any
such proceeding in advance of its
 final disposition (an “ advancement
of expenses ”); provided, however, that such an advancement of expenses incurred by an Indemnitee in his or her capacity
as a director or officer of the Corporation (and not in
 any other capacity in which service was or is
rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s
receipt of an undertaking (an “ undertaking ”), by or on behalf of such Indemnitee, to repay all amounts so advanced
if it is ultimately
 determined by a court of competent jurisdiction
that such Indemnitee is not entitled to be indemnified under this Article VIII or otherwise (a “ repayment adjudication ”).

  

 13

  

  

 Section
8.3 Right of Indemnitee to Bring Suit .   If a claim under Section 8.1 or Section 8.2 is not paid in full by the
Corporation within 60 days after a written claim therefor has been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit
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 advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also
be entitled to be paid the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by an Indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the Corporation shall be entitled to recover such expenses upon a repayment adjudication from which there is no
further right to appeal that, the Indemnitee has not met any applicable standard for indemnification set forth in the NRS. Neither
the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors,
independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that
indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct
set forth in the NRS, nor an actual determination by the Corporation (including a determination by its directors who are not parties
to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such
applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in
the case of such a suit brought by the Indemnitee, shall be a defense to such suit. In any suit brought by the Indemnitee to enforce
a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

  

 Section
8.4 Non-Exclusivity of Rights .   The rights provided to any Indemnitee pursuant to this Article VIII shall not be
exclusive of any other right, which such Indemnitee may have or hereafter acquire under applicable law, the Articles of
Incorporation, these Bylaws, an agreement, a vote of stockholders or disinterested directors, or otherwise.

  

 Section
8.5 Insurance .   The Corporation may maintain insurance, at its expense, to protect itself and/or any director, officer,
employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense,
liability or loss under the NRS.

  

 Section 8.6
Indemnification of Other Persons .   This Article VIII shall not limit the right of the Corporation to the extent and in
the manner authorized or permitted by law to indemnify and to advance expenses
to persons other than Indemnitees. Without limiting the foregoing, the Corporation may, to the extent authorized from time to time
by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation and to
any other person who is or was serving at the request of the Corporation as a director, officer, manager, employee or agent of
another corporation or of a partnership, limited liability company, joint venture, trust, other enterprise or nonprofit entity,
including service with respect to an employee benefit plan, to the fullest extent of the provisions of this Article VIII with
respect to the indemnification and advancement of expenses of Indemnitees under this Article VIII . The Board shall have the
power to delegate to any person or persons identified in NRS 78.7502(3) the determination of whether employees or agents shall be
indemnified or receive an advancement of expenses.

  

 Section 8.7
Amendments .   Any repeal or amendment of this Article VIII by the Board or the stockholders of the Corporation or by
changes in applicable law, or the adoption of any other provision of these
Bylaws inconsistent with this Article VIII , will, to the extent permitted by applicable law, be prospective only (except to
the extent such amendment or change in applicable law permits the Corporation to provide broader indemnification rights to
Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or
protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such
inconsistent provision; provided, however, that amendments or repeals of this Article VIII shall require the affirmative vote
of the stockholders holding at least a majority of the voting power of all outstanding shares of capital stock of the
Corporation.

  

 Section 8.8 Certain
Definitions .   For purposes of this Article VIII , (a) references to “ other enterprise ” shall
include any employee benefit plan; (b) references to “ fines ” shall include any excise taxes assessed on a
person with respect to an employee benefit plan; (c) references to “ serving at the request of the
Corporation ” shall include any service that imposes duties on, or involves services by, a person with respect to any
employee benefit plan, its participants, or beneficiaries; and (d) a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner “not opposed to the best interests of the corporation” for purposes of NRS 78.7502.

  

 14

  

  

 Section 8.9
Contract Rights .   The rights provided to Indemnitees pursuant to this Article VIII shall be contract rights and such rights
shall continue as to an Indemnitee who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the Indemnitee’s
heirs, executors and administrators.

  

 Section
8.10 Severability .   If any provision or provisions of this Article VIII shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article
VIII shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article
VIII (including, without limitation, each such portion of this Article VIII containing any such provision held to be
invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.

  

 ARTICLE IX

  

 MISCELLANEOUS

  

 Section
9.1 Physical Location of Meetings .   If the physical location of any meeting of stockholders, the Board or committee of the
Board for which notice is required under these Bylaws is not designated in the notice of such meeting, such meeting shall be held at
the principal business office of the Corporation; provided, however, if the Board has, in its sole discretion, determined that a
meeting shall not be held at any physical location, but instead shall be held solely by means of remote communication pursuant to Section
9.5 hereof, and as authorized by NRS 78.320(4)-(5) (in the case of a stockholders’ meeting) or NRS 78.315(3) (in the case
of a meeting of the Board or a committee thereof), then such meeting shall not be held at any physical location.

  

 Section 9.2 Fixing Record Dates .

  

 (a)       In
order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment
thereof, the Board may fix a record date, which shall not precede
the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60
nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for
determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date,
that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed
by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be
at the close of business on the business day next preceding the day on which the first notice is given, or, if notice is waived, at
the close of business on the business day next preceding the day on which the meeting is held. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment or postponement of the meeting;
provided, however, that the Board may fix a new record date for the adjourned or postponed meeting, and in such case shall also fix
as the record date for stockholders entitled to notice of such adjourned or postponed meeting the same date as that fixed for
determination of stockholders entitled to vote at such meeting in accordance with the foregoing provisions of this Section 9.2(a) and
the provisions of NRS 78.350.

  

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

  

 15

  

  

 Section 9.3 Means of Giving Notice .

  

 (a)    Notice
to Directors .   Whenever under applicable law, the Articles of Incorporation or these Bylaws notice is required to be given to
any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service,
(ii) by means of facsimile telecommunication or
other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be
deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if
sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to
the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a
nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the
director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication,
when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by
electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if
sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director
appearing on the records of the Corporation.

  

 (b)    Notice
to Stockholders .   Whenever under applicable law, the Articles of Incorporation or these Bylaws notice is required to be given
to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by
a nationally recognized overnight delivery
service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent
permitted by, and subject to the conditions set forth in NRS 75.150. A notice to a stockholder shall be deemed given as follows: (i)
if given by hand delivery, when actually received by the stockholder, (ii) if sent through the United States mail, when deposited in
the United States mail, with postage and fees thereon prepaid, addressed to the stockholder at the stockholder’s address
appearing on the stock ledger of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery
service, when deposited with such service, with fees thereon prepaid, addressed to the stockholder at the stockholder’s
address appearing on the stock ledger of the Corporation, and (iv) if given by a form of electronic transmission consented to by the
stockholder to whom the notice is given and otherwise meeting the requirements set forth above, (A) if by facsimile transmission,
when directed to a number at which the stockholder has consented to receive notice, (B) if by electronic mail, when directed to an
electronic mail address at which the stockholder has consented to receive notice, (C) if by a posting on an electronic network
together with separate notice to the stockholder of such specified posting, upon the later of (1) such posting and (2) the giving of
such separate notice, and (D) if by any other form of electronic transmission, when directed to the stockholder. A stockholder may
revoke such stockholder’s consent to receiving notice by means of electronic communication by giving written notice of such
revocation to the Corporation. Any such consent shall be deemed revoked if (1) the Corporation is unable to deliver by electronic
transmission two consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known
to the Secretary or an Assistant Secretary or to the Corporation’s transfer agent, or other person responsible for the giving
of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or
other action.

  

 (c)    Electronic
Transmission .   “ Electronic transmission ” means any form of communication, not directly involving the
physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that
may be directly reproduced in paper form by such a recipient through an automated process, including but not limited to any
recognizable electronic transmission process, including by facsimile or electronic mail.

  

 (d)    Notice
to Stockholders Sharing Same Address .   Without limiting the manner by which notice otherwise may be given effectively by the
Corporation to stockholders, any notice to stockholders given by the Corporation under any provision of the NRS, the Articles of
Incorporation or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if
consented to by the stockholders at that address to whom such notice is given. A stockholder may revoke such stockholder’s
consent by delivering written notice of such revocation to the Corporation. Any stockholder who fails to object in writing to the
Corporation within 60 days of having been given written notice by the Corporation of its intention to send such a single
written notice shall be deemed to have consented to receiving such single written notice.

  

 16

  

  

 (e)    Exceptions
to Notice Requirements .   To the extent permitted by applicable law, any action or meeting that shall be taken or held without
notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been
duly given. Whenever notice is required to be given by the Corporation, under any provision of the NRS, the Articles of
Incorporation or these Bylaws, to any stockholder to whom (1) notice of two consecutive annual meetings of stockholders and all
notices of stockholder meetings or of the taking of action by written consent of stockholders without a meeting to such stockholder
during the period between such two consecutive annual meetings, or (2) all, and at least two payments (if sent by first-class mail)
of dividends, other distributions or interest on securities during a 12-month period, have been mailed addressed to such stockholder
at such stockholder’s address as shown on the records of the Corporation and have been returned undeliverable, the giving of
such notice to such stockholder shall not be required. To the extent permitted by applicable law, any action or meeting that shall
be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If
any such stockholder shall deliver to the Corporation a written notice setting forth such stockholder’s then current address,
the requirement that notice be given to such stockholder shall be reinstated. The exception in subsection (1) of the first sentence
of this paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the
notice was given by electronic transmission.

  

 Section 9.4 Waiver of
Notice .   Whenever any notice is required to be given under applicable law, the Articles of Incorporation, or these Bylaws, a
written waiver of such notice, signed by the person or persons entitled
to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to such required notice. All such waivers shall be kept with the books of the
Corporation. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends for the
express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or
convened.

  

 Section 9.5 Meeting Attendance via Remote
Communication Equipment .

  

 (a)    Stockholder
Meetings .   If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as it may adopt, and
as authorized by NRS 78.320(4), stockholders entitled
 to vote at such meeting and proxy holders not
physically present at a meeting of stockholders may, by means of remote communication:

  

 (i)       participate
in a meeting of stockholders; and

  

 (ii)      be
deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated physical location
or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that
each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder,
(B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to
participate in the meeting and, if entitled to vote, to vote on matters submitted to the applicable stockholders, including an
opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any
stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such votes or
other action shall be maintained by the Corporation.

  

 (b)    Board
Meetings .   Unless otherwise restricted by applicable law, the Articles of Incorporation or these Bylaws, members of the Board or
any committee thereof may participate in a meeting of the Board or any committee thereof by means of videoconference, conference telephone,
electronic communications or other available technology satisfying the applicable requirements of NRS 78.315(3). Such participation in
a meeting shall constitute presence in person at the meeting, except where a
 person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

  

 17

  

  

 Section 9.6
Distributions .   The Board may from time to time declare, and the Corporation may pay, dividends and other distributions
(payable in cash, property or shares of the Corporation’s capital stock) on the Corporation’s outstanding shares of
capital stock, subject to applicable law and the Articles of Incorporation.

  

 Section 9.7 Reserves .   The
Board may set apart out of the funds of the Corporation available for dividends and other distributions a reserve or reserves for any
proper purpose and may abolish any such reserve.

  

 Section 9.8
Contracts and Negotiable Instruments .   Except as otherwise provided by applicable law, the Articles of Incorporation or these Bylaws,
any contract, bond, deed, lease, mortgage or other instrument may be executed and delivered in the name and on behalf of the Corporation
by such officer or officers or other employee or employees of the Corporation as the Board may from time to time authorize. Such authority
may be general or confined to specific instances as the Board may determine. The Chair of the Board, President, Chief Financial Officer,
Treasurer, Secretary or any Vice President may execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the
name and on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chair of the Board, President, Chief Financial
Officer, Treasurer, Secretary or any Vice President may delegate powers to execute and deliver any contract, bond, deed, lease, mortgage
or other instrument in the name and on behalf of the Corporation to other officers or employees of the Corporation under such person’s
supervision and authority, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility
with respect to the exercise of such delegated power.

  

 Section 9.9 Fiscal Year .   The
fiscal year of the Corporation shall be fixed by the Board.

  

 Section 9.10 Seal .   The
Board may adopt a corporate seal, which shall be in such form as the Board determines. The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced.

  

 Section 9.11
Books and Records .   The books and records of the Corporation may be kept within or outside the State of Nevada at such place or
places as may from time to time be designated by the Board.

  

 Section 9.12
Resignation .   Any director, committee member or officer may resign by giving notice thereof in writing (including
communication by electronic transmission) to the Chair of the Board or the President. The resignation shall take effect at the time
it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an
event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
effective.

  

 Section
9.13 Surety Bonds .   Such officers, employees and agents of the Corporation (if any) as the Chair of the Board may direct, from time
to time, shall be bonded for the faithful performance of their
 duties and for the restoration to the Corporation,
in case of their death, resignation, retirement,
 disqualification or removal from office, of
all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation,
in such amounts and by such surety companies as the Chair of the Board may determine. The premiums on such bonds shall be paid by the
Corporation and the bonds so furnished shall be in the custody of the Chair of the Board.

  

 Section 9.14 Securities
of Other Corporations .   Powers of attorney, proxies, waivers of notice of meeting, consents in writing and other instruments
relating to securities owned by the Corporation may be executed
in the name of and on behalf of the Corporation by the Chair of the Board, or the President, or any designee thereof. Any such
officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in
person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities, or to consent
in writing, in the name of the Corporation as such holder, to any action by such corporation, and at any such meeting or with
respect to any such consent shall possess and may exercise any and all rights and power incident to the ownership of such securities
and which, as the owner thereof, the Corporation might have exercised and possessed. The Board may from time to time confer like
powers upon any other person or persons.

  

 18

  

  

 Section
9.15 Amendments .   The Board shall have the power to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a
majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended,
altered or repealed by the stockholders; provided, however, that in addition to any separate vote of the holders of any class or
series of capital stock of the Corporation required by applicable law, the Articles of Incorporation or the Bylaws, the affirmative
vote of the holders of at least a majority of the voting power of all outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders
to adopt, amend, alter or repeal the Bylaws.

  

 Section 9.16 Exclusive
Forum .   Unless the Corporation consents in writing to the selection of an alternative forum, and subject to applicable
jurisdictional requirements, the sole and exclusive forum for (a)
any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary
duty owed by any current or former director, officer or controlling stockholder of the Corporation in such capacity, (c) any action
asserting a claim arising pursuant to any provision of NRS Title 7, the Articles of Incorporation or these Bylaws, including any
internal action (as defined in NRS 78.046 or any successor statute), or (d) any action asserting a claim governed by the internal
affairs doctrine shall be the Eighth Judicial District Court of the State of Nevada, in Clark County, Nevada (the
 “ Eighth Judicial District Court ”) (or, if the Eighth Judicial District Court lacks jurisdiction over such
action or proceeding, then another court of the State of Nevada or, if no court of the State of Nevada has jurisdiction, then the
United States District Court for the District of Nevada). The foregoing sentence shall not apply to claims arising under the
Securities Act of 1933, as amended (the “ Securities Act ”), the Exchange Act or other federal securities
laws for which there is exclusive federal or concurrent federal and state jurisdiction. Unless the Corporation consents in writing
to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum
for the resolution of any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing or
otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to
the provisions of this Section 9.16 . If any provision or provisions of this Section 9.16 shall be held to be invalid,
illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent
permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining
provisions of this Section 9.16 (including, without limitation, each portion of any sentence of this Section 9.16 containing
any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and
the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired
thereby.

  

 Section
9.17 Acquisition of Controlling Interest Statutes .   Notwithstanding any other provision in
 these Bylaws to the contrary, and in accordance
with the provisions of NRS 78.378, the provisions of
 NRS 78.378 to 78.3793, inclusive (or any successor
statutes thereto), relating to acquisitions of controlling interests in the Corporation, do not apply to the Corporation or to any acquisition
of shares of the Corporation’s capital stock.

  

 19

EX-5.1 · tm2616921d2_ex5-1.htm

EX-5.1
 5
 tm2616921d2_ex5-1.htm
 EXHIBIT 5.1

 Exhibit 5.1

 Brownstein Hyatt Farber Schreck, LLP

 702.382.2101 main

 100 North City Parkway, Suite 1600

 Las Vegas, Nevada 89106

 June 5, 2026

 GPGI, Inc.

 309 Pierce Street

 Somerset, New Jersey 08873

 To the addressee set forth above:

 We have acted as local Nevada counsel to GPGI,
Inc., a Nevada corporation (the “ Company ”), which is the resulting entity (as defined in Nevada Revised Statutes 92A.090)
in the conversion of GPGI, Inc., a Delaware corporation (the “ Delaware Corporation ”), into a Nevada corporation (the
 “ Conversion ”), in connection with the filing by the Company of a Current Report on Form 8-K, incorporated by reference
into the Registration Statements on Form S-8 (collectively, the “ Registration Statements ”) filed with the Securities
and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Act ”),
on (i) March 16, 2022, as File No. 333-263617 (as post-effectively amended on May 13, 2022), which included the registration of (a) 12,030,280
shares (the “ March 2022 Shares ”) of the Company’s Class A Common Stock, par value $0.0001 per share (the “ Class
A Common Stock ”), issuable under the GPGI, Inc. 2021 Incentive Equity Plan (as amended, the “ 2021 Plan ”)
and (b) 5,409,771 shares of Class A Common Stock (the “ A&R Plan Shares ”) issuable under the CompoSecure, L.L.C.
Amended and Restated Equity Incentive Plan (together with the 2021 Plan, the “ Plans ”), (ii) August 15, 2023, as File
No. 333-273982, relating to the registration of an additional 3,066,514 shares of Class A Common Stock (the “ August 2023 Shares ”)
issuable under the 2021 Plan, (iii) August 12, 2024, as File No. 333-281483, relating to the registration of an additional 3,179,300 shares
of Class A Common Stock (the “ August 2024 Shares ”) issuable under the 2021 Plan and (iv) June 25, 2025, as File No.
333-288316, relating to the registration of an additional 30,217,472 shares of Class A Common Stock (together with the March 2022 Shares,
A&R Plan Shares, August 2023 Shares and August 2024 Shares, the “ Shares ”) issuable under the 2021 Plan. This opinion
letter is being delivered at your request pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Act.

 In our capacity as such counsel, we are familiar
with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Shares as
contemplated by the Plans and as described in the Registration Statements. For purposes of this opinion letter, and except to the extent
set forth in the opinion expressed below, we have assumed that all such proceedings have been or will be timely completed in the manner
contemplated by the Plans and as presently proposed in the Registration Statements.

 For purposes of issuing this opinion letter, we
have (a) made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise
identified to our satisfaction as being true copies of (i) the Registration Statements, (ii) the Plans, (iii) the articles of incorporation
and bylaws of the Company, and (iv) such other agreements, instruments, corporate records (including resolutions of the board of directors
and any committee thereof and of the stockholders of the Company) and other documents, or forms thereof, as we have deemed necessary or
appropriate, and (b) obtained from officers and other representatives and agents of the Company and from public officials, and have relied
upon, such certificates, representations, assurances and public filings as we have deemed necessary or appropriate.

 www.bhfs.com

 GPGI, Inc.

 June 5, 2026

 Page 2

 Without limiting the generality of the foregoing,
we have, with your permission, assumed without independent verification that (i) the Plans are valid, binding and enforceable obligations
of the Company; (ii) each natural person executing a document has or will have sufficient legal capacity to do so; (iii) all documents
submitted to us as originals are authentic, the signatures on all documents we reviewed are genuine and all documents submitted to us
as certified, conformed, photostatic, electronic or facsimile copies conform to the original document; (iv) the statements of fact and
representations and warranties set forth in the documents we have reviewed are, or will at all relevant times be, true and correct as
to factual matters; (v) all corporate records made available to us by the Company, and all public records we have reviewed, are accurate
and complete; (vi) prior to the Conversion, the Delaware Corporation has taken all corporate action required under the laws of the State
of Delaware to authorize and approve the Plans and the transactions contemplated thereby, including the issuance by the Company of the
Shares; and (vii) after any issuance of Shares, the total number of issued and outstanding shares of Class A Common Stock, together with
the total number of shares of Class A Common Stock then reserved for issuance or obligated to be issued by the Company pursuant to any
agreement, plan (including the Plans) or arrangement, or otherwise, will not exceed the total number of shares of Class A Common Stock
then authorized under the Company’s articles of incorporation.

 We are qualified to practice law in the State of
Nevada. The opinion set forth herein is expressly limited to, and based exclusively on, the general corporate laws of the State of Nevada,
and we do not purport to be experts on, or to express any opinion with respect to the applicability thereto or the effect thereon of,
the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions
related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations,
including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws,
rules or regulations.

 Based on the foregoing and in reliance thereon,
and having regard to legal considerations and other information that we deem relevant, we are of the opinion that the Shares have been
duly authorized by the Company and, if, when and to the extent issued in accordance with all applicable terms and conditions set forth
in the relevant Plan and in exchange for the consideration required thereunder, and as described in the Registration Statements, such
Shares will be validly issued, fully paid and non-assessable.

 The opinion expressed herein is based upon the
applicable laws of the State of Nevada and the facts in existence on the date of this opinion letter. In delivering this opinion letter
to you, we disclaim any obligation to update or supplement the opinion set forth herein or to apprise you of any changes in any laws or
facts after the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K, incorporated by reference
into the Registration Statements. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict
scope of the specific issues expressly addressed by the opinion set forth herein.

 GPGI, Inc.

 June 5, 2026

 Page 3

 We hereby consent to the filing of this opinion
letter as an exhibit to the Company’s Current Report on Form 8-K, incorporated by reference into the Registration Statements. In
giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.

 Very truly yours,

 /s/ Brownstein Hyatt Farber Schreck, LLP