Form 8-K

8-K — All In FutureTech Alliance, Inc.

Accession: 0001213900-26-059288

Filed: 2026-05-20

Period: 2026-05-15

CIK: 0001708341

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0291647-8k_allinfuture.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (ea029164701ex3-1.htm)

EX-3.2 — SECOND AMENDED AND RESTATED BYLAWS (ea029164701ex3-2.htm)

EX-99.1 — PRESS RELEASE, DATED MAY 18, 2026 (ea029164701ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):

May 15, 2026

ALL IN FUTURETECH ALLIANCE, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-38226

82-1659427

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

745 Fifth Avenue, Suite 500

New York, New York 10151

(Address of principal executive offices, including

zip code)

(646) 768-4240

(Registrant’s telephone number, including

area code)

ALLIED GAMING & ENTERTAINMENT INC.

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.0001 per share

AGAE

NASDAQ

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2) of this chapter:

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

On May 15, 2026, we filed with the Secretary of

State of the State of Delaware a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation to change our

corporate name from “Allied Gaming & Entertainment Inc.” to “All In FutureTech Alliance, Inc.” effective upon

filing. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated by reference.

In connection with our name change, our

board of directors amended and restated our bylaws to reflect our new corporate name, also effective on May 15, 2026. A copy of our

Second Amended and Restated Bylaws reflecting this amendment is attached as Exhibit 3.2 hereto and incorporated by reference.

As a result of this change, our common stock will

trade on the NASDAQ Stock Market under the new ticker symbol “AIFA” effective on or about May 19, 2026. Our outstanding stock

is not affected by the name change; they continue to be valid and need not be exchanged.

Item 8.01 Other Events.

On May 18, 2026, we issued a press release announcing,

among other things, the changing of our corporate name referred to in Item 5.03 above, and the conclusion of our strategic review process.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

3.2

Second

Amended and Restated Bylaws

99.1

Press Release, dated May 18, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

ALL IN FUTURETECH ALLIANCE, INC.

By:

/s/ Roy Anderson

Roy Anderson

Chief Financial Officer

Date: May 19, 2026

EX-3.1 — CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.1

Filename: ea029164701ex3-1.htm · Sequence: 2

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE

OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing

under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at

a meeting of the Board of Directors of ALLIED GAMING & ENTERTAINMENT INC. resolutions were duly adopted setting forth a proposed

amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of

the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as

follows:

RESOLVED, that the Certificate

of Incorporation of this corporation be amended by changing the Article thereof numbered "FIRST”

so that, as amended, said Article shall be and read as follows:

FIRST: The name of the corporation is All In FutureTech

Alliance, INC. (hereinafter sometimes referred to as the “Corporation”).

SECOND: That thereafter,

pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon

notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of

shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly

adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

WITNESS WHEREOF, said corporation has caused this certificate to be signed this 12 day of May, 2026.

By:

/s/ Yangyang Li

Authorized Officer

Title:

Chief Executive Officer

Name:

Yangyang Li

Print or Type

EX-3.2 — SECOND AMENDED AND RESTATED BYLAWS

EX-3.2

Filename: ea029164701ex3-2.htm · Sequence: 3

Exhibit 3.2

SECOND AMENDED AND RESTATED BYLAWS

ALL IN FUTURETECH ALLIANCE, INC.

Article

OFFICES

1.1 Registered Office.

The registered office of All In FutureTech Alliance, Inc. (the “Corporation”) in the State of Delaware shall be established

and maintained at 1209 Orange Street, Corporation Trust Center, Wilmington, DE 19801.

1.2 Other Offices.

The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors of

the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

Article

MEETINGS OF STOCKHOLDERS

2.1 Place of Meetings. All meetings of the

stockholders shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to

time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2 Annual Meetings. The annual meeting

of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting

in accordance with these bylaws (the “Bylaws”) shall be held at such date, time, and place, if any, as shall be determined

by the Board of Directors and stated in the notice of the meeting.

2.3 Special Meetings. Special meetings of

the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation of the Corporation

(the “Certificate of Incorporation”), may only be called by a majority of the entire Board of Directors, or the President

or the Chairman, and shall be called by the Secretary at the request in writing of stockholders owning a majority in amount of the entire

capital stock of the corporation issued and outstanding and entitled to vote on the matter or matters to be brought before the proposed

special meeting.

(a) Notice. A request to the Secretary shall

be delivered to the Secretary at the Corporation’s principal executive offices and signed by each stockholder, or a duly authorized

agent of such stockholder, requesting the special meeting and shall set forth:

(1) a brief description of each matter of business

desired to be brought before the special meeting;

(2) the reasons for conducting such business at

the special meeting;

(3) the text of any proposal or business to be

considered at the special meeting (including the text of any resolutions proposed to be considered and in the event that such business

includes a proposal to amend these Bylaws, the language of the proposed amendment); and

(4) the information required in Section 2.13 of

these Bylaws.

(b) Business. Business transacted at a special

meeting requested by stockholders shall be limited to the matters described in the special meeting request; provided, however,

that nothing herein shall prohibit the Board of Directors from submitting matters to the stockholders at any special meeting requested

by stockholders.

by stockholders shall be held at such date and time as may be fixed by the Board of Directors; provided, however, that the date

of any such special meeting shall be not more than 90 days after the request to call the special meeting is received by the Secretary.

Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if:

(1) the Board of Directors has called or calls

for an annual or special meeting of the stockholders to be held within 90 days after the Secretary receives the request for the special

meeting and the Board of Directors determines in good faith that the business of such meeting includes (among any other matters properly

brought before the meeting) the business specified in the request;

(2) the stated business to be brought before the

special meeting is not a proper subject for stockholder action under applicable law;

(3) an identical or substantially similar item

(a “Similar Item”) was presented at any meeting of stockholders held within 120 days prior to the receipt by the Secretary

of the request for the special meeting (and, for purposes of this Section 2.3(c)(3), the election of directors shall be deemed

a Similar Item with respect to all items of business involving the election or removal of directors); or

(4) the special meeting request was made in a manner

that involved a violation of Regulation 14A under the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated

thereunder (the “Exchange Act”).

(d) Revocation. A stockholder may revoke a

request for a special meeting at any time by written revocation delivered to the Secretary at the Corporation’s principal executive

offices, and if, following such revocation, there are unrevoked requests from stockholders holding in the aggregate less than the requisite

number of shares entitling the stockholders to request the calling of a special meeting, the Board of Directors, in its discretion, may

cancel the special meeting.

2.4 Notice of Meetings. Notice of the place

(if any), date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from

the record date for stockholders entitled to notice of the meeting), and means of remote communication, if any, of every meeting of stockholders

shall be given by the Corporation not less than ten days nor more than 60 days before the meeting (unless a different time is specified

by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice

of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Notices

of meetings to stockholders may be given by mailing the same, addressed to the stockholder entitled thereto, at such stockholder’s

mailing address as it appears on the records of the corporation and such notice shall be deemed to be given when deposited in the U.S.

mail, postage prepaid. Without limiting the manner by which notices of meetings otherwise may be given effectively to stockholders, any

such notice may be given by electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any

stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the

stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because

the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of

the meeting in all respects as if due notice thereof had been given.

2.5 Quorum. The holders of shares of capital

stock representing one-third of the voting power of the shares of the capital stock of the Corporation issued and outstanding and entitled

to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors

in its sole discretion, or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of

business except as otherwise provided by statute or by the Certificate of Incorporation; provided, however, that where a separate vote

by a class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of shares of capital

stock representing one-third of the voting power of the shares of such class or classes or series of the capital stock of the Corporation

issued and outstanding and entitled to vote on such matter, present in person, present by means of remote communication in a manner, if

any, authorized by the Board of Directors in its sole discretion, or represented by proxy, shall constitute a quorum entitled to take

action with respect to the vote on such matter. If, however, such quorum shall not be present or represented at any meeting of the stockholders,

the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote thereat, present in person or represented

by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum

shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted

which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after

the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder

entitled to vote at the meeting. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave

less than a quorum.

2.6 Organization. The Chairman of the Board

of Directors shall act as chairman of meetings of the stockholders. The Board of Directors may designate any other officer or director

of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board of Directors, and the Board of Directors

may further provide for determining who shall act as chairman of any stockholders meeting in the absence of the Chairman of the Board

of Directors and such designee.

The Secretary of the Corporation shall act as secretary

of all meetings of the stockholders, but in the absence of the Secretary the presiding officer may appoint any other person to act as

secretary of any meeting.

2.7 Voting. Unless otherwise required by

law, the Certificate of Incorporation or these Bylaws, any question (other than the election of directors) brought before any meeting

of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. At all

meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. Each stockholder represented

at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such

stockholder, unless otherwise provided by the Certificate of Incorporation. 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 any person or persons to act for him by

proxy. All proxies shall be executed in writing and shall be filed with the Secretary of the Corporation not later than the day on which

exercised. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The

Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may

require that any votes cast at such meeting shall be cast by written ballot.

2.8 Voting List. The officer who has charge

of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete

list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and

the number of shares registered in the name of each stockholder. 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 ten (10) days prior to the election, either at

a place within the city, town or village where the election is to be held, which place shall be specified in the notice of the meeting,

or, if not specified, at the place where said meeting is to be held. The list shall be produced and kept at the time and place of election

during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

2.9 Stock Ledger. The stock ledger of the

Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section

2.8 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

2.10 Adjournment. Any meeting of the stockholders,

including one at which directors are to be elected, may be adjourned for such periods as the presiding officer of the meeting or the stockholders

present in person or by proxy and entitled to vote shall direct.

2.11 Ratification. Any transaction questioned

in any stockholders’ derivative suit, or any other suit to enforce alleged rights of the Corporation or any of its stockholders,

on the ground of lack of authority, defective or irregular execution, adverse interest of any director, officer or stockholder, nondisclosure,

miscomputation or the application of improper principles or practices of accounting may be approved, ratified and confirmed before or

after judgment by the Board of Directors or by the holders of Common Stock and, if so approved, ratified or confirmed, shall have the

same force and effect as if the questioned transaction had been originally duly authorized, and said approval, ratification or confirmation

shall be binding upon the Corporation and all of its stockholders and shall constitute a bar to any claim or execution of any judgment

in respect of such questioned transaction.

2.12 Inspectors. The election of directors

and any other vote by ballot at any meeting of the stockholders shall be supervised by at least one inspector. Such inspectors shall be

appointed by the Board of Directors in advance of the meeting. If the inspector so appointed shall refuse to serve or shall not be present,

such appointment shall be made by the officer presiding at the meeting.

2.13 Advance Notice of

Stockholder Nominations and Proposals.

(a) Annual Meetings. At a meeting of the stockholders,

only such nominations of persons for the election of directors and such other business shall be conducted as shall have been properly

brought before the meeting. Except for nominations that are included in the Corporation’s annual meeting proxy statement, to be

properly brought before an annual meeting, nominations or such other business must be:

(1) specified in the notice of meeting (or any

supplement thereto) given by or at the direction of the Board of Directors or any committee thereof;

(2) otherwise properly brought before the meeting

by or at the direction of the Board of Directors or any committee thereof; or

(3) otherwise properly brought before an annual

meeting by a stockholder who is a stockholder of record of the Corporation at the time such notice of meeting is delivered and at the

time of the annual meeting of stockholders, who is entitled to vote at the meeting, and who complies with the notice procedures set forth

in this Section 2.13.

In addition, any proposal of business (other than the nomination of

persons for election to the Board of Directors) must be a proper matter for stockholder action. For business (including, but not limited

to, director nominations) to be properly brought before an annual meeting by a stockholder pursuant to Section 2.13(a)(3), the stockholder

or stockholders of record intending to propose the business (the “Proposing Stockholder”) must have given timely notice thereof

pursuant to this Section 2.13(a), in writing to the Secretary even if such matter is already the subject of any notice to the stockholders

or Public Disclosure from the Board of Directors. To be timely, a Proposing Stockholder’s notice for an annual meeting must be delivered

to the Secretary at the principal executive offices of the Corporation: (x) not later than the close of business on the 90th day, nor

earlier than the close of business on the 120th day, in advance of the anniversary of the previous year’s annual meeting if such

meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year’s annual meeting

or not later than 60 days after the anniversary of the previous year’s annual meeting; and (y) with respect to any other annual

meeting of stockholders, including in the event that no annual meeting was held in the previous year, not earlier than the close of business

on the 120th day prior to the annual meeting and not later than the close of business on the later of: (1) the 90th day prior to the annual

meeting and (2) the close of business on the tenth day following the first date of Public Disclosure of the date of such meeting. In no

event will the adjournment or postponement (or the public announcement thereof) of an annual meeting for which notice has already been

given or for which a public announcement of the meeting date has already been made, commence a new notice time period (or extend any notice

time period) for the giving of a stockholder’s notice as described above. For the purposes of this Section 2.13, “Public Disclosure”

shall mean a disclosure made in a press release reported by the Dow Jones News Services, The Associated Press, or a comparable national

news service or in a document filed by the Corporation with the Securities and Exchange Commission (“SEC”) pursuant to Section

13, 14, or 15(d) of the Exchange Act. The number of nominees a Proposing Stockholder may nominate for election at an annual meeting (or

in the case of a Proposing Stockholder giving the notice on behalf of a beneficial owner, the number of nominees a Proposing Stockholder

may nominate for election at the annual meeting on behalf of the beneficial owner) shall not exceed the number of directors to be elected

by stockholders generally at such annual meeting.

(b) Stockholder Nominations. For the nomination

of any person or persons for election to the Board of Directors pursuant to Section 2.13(a)(3) or Section 2.13(d), a Proposing Stockholder’s

timely notice to the Secretary (in accordance with the time periods for delivery of timely notice as set forth in this Section 2.13) shall

set forth or include:

(1) the name, age, business address, and residence

address of each nominee proposed in such notice;

(2) the principal occupation or employment of each

such nominee;

(3) the class and number of shares of capital stock

of the Corporation which are owned of record and beneficially by each such nominee (if any);

(4) such other information concerning each such

nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in

an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of

the Exchange Act;

(5) a written questionnaire with respect to the

background and qualification of such proposed nominee, completed and executed by such proposed nominee, in the form to be provided by

the Secretary upon written request of any stockholder of record within 15 days of such request, and a written statement and agreement

executed by each such nominee acknowledging that such person:

(i) consents to being named as a nominee in the proxy

statement and form of proxy relating to the meeting at which directors are to be elected and to serving as a director if elected,

(ii) intends to serve as a director for the full

term for which such person is standing for election, and

(iii) makes the following representations: (1) that

the director nominee has read and agrees to adhere to the Corporation’s corporate governance guidelines, code of ethics, related

party transaction policy and any other of the Corporation’s policies or guidelines applicable to directors, including with regard

to securities trading, (2) that the director nominee is not and will not become a party to any agreement, arrangement, or understanding

with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation,

will act or vote on any nomination or other business proposal, issue, or question (a “Voting Commitment”) that has not been

disclosed to the Corporation or any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected

as a director of the Corporation, with such person’s fiduciary duties under applicable law, and (3) that the director nominee is

not and will not become a party to any agreement, arrangement, or understanding with any person or entity other than the Corporation with

respect to any direct or indirect compensation, reimbursement, or indemnification (“Compensation Arrangement”) that has not

been disclosed to the Corporation in connection with such person’s nomination for director or service as a director; and (6) as

to the Proposing Stockholder, the beneficial owner, if any on whose behalf the nomination or other business proposal is being made, and

if such Proposing Stockholder or beneficial owner is an entity, as to each director, executive, managing member, or control person of

such entity (any such individual or control person, a “control person”):

(i) the name and address of the Proposing Stockholder

as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination or other business

proposal is being made and any control person,

(ii) the class and number of shares of the Corporation

which are owned as of the date of the Proposing Stockholder’s notice by the Proposing Stockholder (beneficially and of record),

the beneficial owner, if any, on whose behalf the nomination or other business proposal is being made, and any control person, and a representation

that the Proposing Stockholder will notify the Corporation in writing of the class and number of such shares owned of record and beneficially

by the Proposing Stockholder, the beneficial owner, and any control person as of the record date for the meeting within five business

days after the record date for such meeting,

(iii) a description of any agreement, arrangement,

or understanding with respect to such nomination or other business proposal between or among the Proposing Stockholder, the beneficial

owner, if any, on whose behalf the nomination or other business proposal is being made, any control person, and any others (including

their names) acting in concert with any of the foregoing; including without limitation (1) any agreements that would be required to be

disclosed pursuant to Item 5 or Item 6 of Schedule 13D under the Exchange Act and (2) any plans or proposals which relate to or would

result in any action that would be required to be disclosed pursuant to Item 4 of Schedule 13D under the Exchange Act (in each case, regardless

of whether the requirement to file a Schedule 13D under the Exchange Act is applicable), and a representation that the Proposing Stockholder

will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting

within five business days after the record date for such meeting,

(iv) a description of any agreement, arrangement,

or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned

shares) that has been entered into as of the date of the Proposing Stockholder’s notice by, or on behalf of, the Proposing Stockholder,

the beneficial owner, if any, on whose behalf the nomination or other business proposal is being made, and any control person, the effect

or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power

of the Proposing Stockholder, beneficial owner, or any of control person with respect to shares of stock of the Corporation, and a representation

that the Proposing Stockholder will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as

of the record date for the meeting within five business days after the record date for such meeting,

(v) a representation that the Proposing Stockholder

is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person at the meeting (or

a qualified representative thereof intends to appear in person at the meeting) to nominate the person or persons specified in the notice

or propose such other business proposal,

(vi) a representation whether the Proposing Stockholder,

the beneficial owner, if any, on whose behalf the nomination or other business proposal is being made, any control person, or any other

participant (as defined in Item 4 of Schedule 14A under the Exchange Act) will engage in a solicitation with respect to such nomination

or other business proposal and, if so, the name of each participant in such solicitation; and a statement: (1) confirming whether, the

stockholder, beneficial owner, or any control person intends, or is part of a group that (x) in the case of a nomination, intends to solicit

proxies or votes in support of such director nominees or nomination in accordance with Rule 14a-19 under the Exchange Act, including by

delivering a proxy statement and form of proxy and soliciting the holders of shares representing at least 67% of the voting power of the

shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees, and

(y) in the case of a business proposal, intends to deliver a proxy statement and form of proxy and solicit at least the percentage of

voting power of all of the shares of stock of the Corporation required under applicable law to approve the proposal; and (2) whether or

not any such stockholder, beneficial owner, or any control person intends to otherwise solicit proxies from stockholders in support of

such nomination or other business proposal,

(vii) the names and addresses of other stockholders

(including beneficial and record owners and control persons) known by the Proposing Stockholder to support the nomination or other business

proposal, and to the extent known, the class and number of all shares of the Corporation’s capital stock owned beneficially or of

record by such other stockholders (including beneficial and record owners and control persons), and

(viii) any other information relating to such Proposing

Stockholder and beneficial owner, if any, on whose behalf the nomination or other business proposal is being made, and any control person

that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies

for, as applicable, the business proposal and/or for the election of directors in an election contest pursuant to and in accordance with

Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.

The Corporation may require any proposed nominee to furnish such other

information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of

the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such

nominee.

other than director nominations, a Proposing Stockholder’s timely notice to the Secretary (in accordance with the time periods for

delivery of timely notice as set forth in this Section 2.13) shall set forth as to each matter the Proposing Stockholder proposes to bring

before the annual meeting:

(1) a brief description of the business desired

to be brought before the annual meeting;

(2) the reasons for conducting such business at

the annual meeting;

(3) the text of any proposal or business (including

the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws,

the language of the proposed amendment);

(4) any substantial interest (within the meaning

of Item 5 of Schedule 14A under the Exchange Act) in such business of such Proposing Stockholder, beneficial owner, if any, on whose behalf

the business is being proposed, and any control person;

(5) any other information relating to such Proposing

Stockholder, beneficial owner, if any, on whose behalf the proposal is being made, any control person or any other participants (as defined

in Item 4 of Schedule 14A under the Exchange Act) required to be disclosed in a proxy statement or other filings required to be made in

connection with solicitations of proxies for the proposal and pursuant to and in accordance with Section 14(a) of the Exchange Act and

the rules and regulations promulgated thereunder;

(6) a description of all agreements, arrangements,

or understandings between or among such stockholder, the beneficial owner, if any, on whose behalf the proposal is being made, any control

person, and any other person or persons (including their names) in connection with the proposal of such business and any material interest

of such stockholder, beneficial owner, or any control person, in such business, including any anticipated benefit therefrom to such stockholder,

beneficial owner, or control person; and

(7) all of the other information required by Section

2.13(b)(6) above.

(d) 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 of Directors may be made at a special meeting of stockholders called

by the Board of Directors at which directors are to be elected pursuant to the Corporation’s notice of meeting:

(1) by or at the direction of the Board of Directors

or any committee thereof; or

(2) provided that the Board of Directors has determined

that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the

notice provided for in this Section 2.13(d) is delivered to the Secretary and at the time of the special meeting of stockholders, who

is entitled to vote at the meeting, and upon such election and who complies with the notice procedures set forth in this Section 2.13.

In the event the Corporation calls a special

meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to

vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified

in the Corporation’s notice of meeting, if such stockholder delivers a stockholder’s notice that complies with the requirements

of Section 2.13(b) to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the

120th day prior to such special meeting and not later than the close of business on the later of: (x) the 90th day prior to

such special meeting; or (y) the tenth (10th) day following the date of the first Public Disclosure of the date of the special meeting

and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall an adjournment or postponement

(or the public announcement thereof) commence a new time period (or extend any notice time period) for the giving of a stockholder’s

notice as described above. The number of nominees a stockholder may nominate for election at a special meeting (or in the case of a stockholder

giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting

on behalf of the beneficial owner) shall not exceed the number of directors to be elected by stockholders generally at such special meeting.

(e) Effect of Noncompliance.

(1) Only such persons who are nominated in accordance

with the procedures set forth in this Section 2.13 shall be eligible to be elected at any meeting of stockholders of the Corporation to

serve as directors and only such other business shall be conducted at a meeting as shall be brought before the meeting in accordance with

the procedures set forth in this Section 2.13. The Chairman of the Board shall have the power and duty to determine whether a nomination

or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures

set forth in this Section 2.13. If any proposed nomination was not made or proposed in compliance with this Section 2.13, or other business

was not made or proposed in compliance with this Section 2.13, or if any stockholder, beneficial owner, control person, or any nominee

for director acted contrary to any representation or other agreement required by this Section 2.13 (or with any law, rule, or regulation

identified therein) or provided false or misleading information to the Corporation, then except as otherwise required by law, the chair

of the meeting shall have the power and duty to declare that such nomination shall be disregarded or that such proposed other business

shall not be transacted. Notwithstanding anything in these Bylaws to the contrary, unless otherwise required by law, if a Proposing Stockholder

intending to propose business or make nominations at an annual meeting or propose a nomination at a special meeting pursuant to this Section

2.13 does not comply with or provide the information required under this Section 2.13 to the Corporation, including the updated information

required by Section 2.13(b)(6)(ii), Section 2.13(b)(6)(iii) and Section 2.13(b)(6)(iv) within five business days after the record date

for such meeting or the evidence required by Section 2.13(e)(2) by no later than five business days prior to the applicable meeting or

the Proposing Stockholder (or a qualified representative of the Proposing Stockholder) does not appear at the meeting to present the proposed

business or nominations, such business or nominations shall not be considered, notwithstanding that proxies in respect of such business

or nominations may have been received by the Corporation.

(2) If any stockholder provides notice pursuant

to Rule 14a-19 under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five business days prior to the

applicable meeting, reasonable evidence that it has met all of the applicable requirements of Rule 14a-19 under the Exchange Act. Without

limiting the other provisions and requirements of this Section 2.13, unless otherwise required by law, if any Proposing Stockholder provides

such notice and either (A) fails to comply with the requirements of Rule 14a-19 under the Exchange Act, or (B) fails to provide reasonable

evidence of such compliance as required by this Section 2.13(e)(2), then the Corporation shall disregard any proxies or votes solicited

for such stockholder’s nominees.

(f) Rule 14a-8. This Section 2.13 shall not apply

to a proposal proposed to be made by a stockholder if the stockholder has notified the Corporation of the stockholder’s intention

to present the proposal at an annual or special meeting only pursuant to and in compliance with Rule 14a-8 under the Exchange Act and

such proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such meeting.

Article

III

DIRECTORS

3.1 Powers; Number; Qualifications. The

business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise

provided by law or in the Certificate of Incorporation. The number of directors serving on the Board of Directors shall be fixed from

time to time by the Board of Directors. Directors need not be stockholders of the Corporation. The Board may be divided into Classes as

more fully described in the Certificate of Incorporation.

3.2 Election; Term of Office; Resignation; Removal;

Vacancies. Each director shall hold office until the next annual meeting of stockholders at which his Class stands for election or

until such director’s earlier resignation, removal from office, death or incapacity. Unless otherwise provided in the Certificate

of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors or from

any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director

and each director so chosen shall hold office until the next election of the class for which such director shall have been chosen, and

until his successor shall be elected and qualified, or until such director’s earlier resignation, removal from office, death or

incapacity.

3.3 Nominations. Nominations of persons

for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be made at such meeting

by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder

of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in

this Article III, Section 3.3. Such nominations by any stockholder shall be made pursuant to timely notice in writing to the Secretary

of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive

offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided however, that in

the event that less than seventy (70) days notice or prior public disclosure of the date of the meeting is given or made to stockholders,

notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day

on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s

notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection 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 and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (d) any

other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant

to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended,

and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class and number of shares

of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee

to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee

to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated

in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shall, if the facts

warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should

so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

3.4 Meetings. The Board of Directors of

the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting of each

newly elected Board of Directors shall be held immediately after and at the same place as the meeting of the stockholders at which it

is elected and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting,

provided a quorum shall be present. Regular meetings of the Board of Directors may be held without notice at such time and place as shall

from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the President or

a majority of the entire Board of Directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director

either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, facsimile, telegram or e-mail on twenty-four

(24) hours notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

3.5 Quorum. Except as may be otherwise specifically

provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors or any committee thereof,

a majority of the entire Board of Directors or such committee, as the case may be, shall constitute a quorum for the transaction of business

and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

If a quorum shall not be present at any meeting of the Board of Directors or of any committee thereof, a majority of the directors present

thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.6 Organization of Meetings. The Board

of Directors shall elect one of its members to be Chairman of the Board of Directors. The Chairman of the Board of Directors shall lead

the Board of Directors in fulfilling its responsibilities as set forth in these Bylaws, including its responsibility to oversee the performance

of the Corporation, and shall determine the agenda and perform all other duties and exercise all other powers which are or from time to

time may be delegated to him or her by the Board of Directors.

Meetings of the Board of Directors shall be presided

over by the Chairman of the Board of Directors, or in his or her absence, by the President, or in the absence of the Chairman of the Board

of Directors and the President by such other person as the Board of Directors may designate or the members present may select.

3.7 Actions of Board of Directors Without Meeting.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting

of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or of such

committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission

or transmissions are filled with the minutes of proceedings of the Board of Directors or committee.

3.8 Removal of Directors by Stockholders.

The entire Board of Directors or any individual Director may be removed from office for cause by a majority vote of the holders of the

outstanding shares then entitled to vote at an election of directors. In case the Board of Directors or any one or more Directors be so

removed, new Directors may be elected at the same time for the unexpired portion of the full term of the Director or Directors so removed.

3.9 Resignations. Any Director may resign

at any time by submitting his written resignation to the Board of Directors or Secretary of the Corporation. Such resignation shall take

effect at the time of its receipt by the Corporation unless another time be fixed in the resignation, in which case it shall become effective

at the time so fixed. The acceptance of a resignation shall not be required to make it effective.

3.10 Committees. The Board of Directors

may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. In the absence or

disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether

or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place

of any such absent or disqualified member. Any such committee, to the extent provided by law and in the resolution of the Board of Directors

establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the

business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it;

but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement

of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s

property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution or amending the

Bylaws of the Corporation; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare

a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Each committee shall keep regular

minutes of its meetings and report the same to the Board of Directors when required.

3.11 Compensation. The directors may be

paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed amount (in cash or other

form of consideration) for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall

preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing

committees may be allowed like compensation for attending committee meetings.

3.12 Interested Directors. No contract or

transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation,

partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a

financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates

in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their

votes are counted for such purpose, if (i) the material facts as to his or their relationship or interest and as to the contract or transaction

are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes

the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors

be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are

disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good

faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized,

approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted

in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

3.13 Meetings by Means of Conference Telephone.

Members of the Board of Directors or any committee designed by the Board of Directors may participate in a meeting of the Board of Directors

or of a committee of the Board of Directors by means of conference telephone or similar communications equipment by means of which all

persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute

presence in person at such meeting.

Article

OFFICERS

4.1 General. The officers of the Corporation

shall be elected by the Board of Directors and may consist of: a Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer,

President, Chief Financial Officer, Secretary and Treasurer. The Board of Directors, in its discretion, may also elect one or more Vice

Presidents (including Executive Vice Presidents and Senior Vice Presidents), Assistant Secretaries, Assistant Treasurers, a Controller

and such other officers as in the judgment of the Board of Directors may be necessary or desirable. Any number of offices may be held

by the same person and more than one person may hold the same office, unless otherwise prohibited by law, the Certificate of Incorporation

or these Bylaws. The officers of the Corporation need not be stockholders of the Corporation, nor need such officers be directors of the

Corporation.

4.2 Election. The Board of Directors at

its first meeting held after each annual meeting of stockholders shall elect the officers of the Corporation who shall hold their offices

for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors;

and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation

or removal. Except as otherwise provided in this Article IV, any officer elected by the Board of Directors may be removed at any time

by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled

by the Board of Directors. The salaries of all officers who are directors of the Corporation shall be fixed by the Board of Directors.

4.3 Voting Securities Owned by the Corporation.

Powers of attorney, proxies, waivers of notice of meeting, consents 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 President or any Vice President, and any such officer may, in the

name 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 and at any such meeting shall possess and may

exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might

have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other

person or persons.

4.4 Chief Executive Officer. Subject to

the provisions of these Bylaws and to the direction of the Board of Directors, the Chief Executive Officer shall have ultimate authority

for decisions relating to the general management and control of the affairs and business of the Corporation and shall perform such other

duties and exercise such other powers which are or from time to time may be delegated to him or her by the Board of Directors or these

Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board of Directors.

4.5 President. At the request of the Chief

Executive Officer, or in the absence of the Chief Executive Officer, or in the event of his or her inability or refusal to act, the President

shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions

upon such office. The President shall perform such other duties and have such other powers as the Board of Directors from time to time

may prescribe.

4.6 Chief Financial Officer. The Chief Financial

Officer shall have general supervision, direction and control of the financial affairs of the Corporation and shall perform such other

duties and exercise such other powers which are or from time to time may be delegated to him or her by the Board of Directors or these

Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board of Directors. In the absence

of a named Treasurer, the Chief Financial Officer shall also have the powers and duties of the Treasurer as hereinafter set forth and

shall be authorized and empowered to sign as Treasurer in any case where such officer’s signature is required.

4.7 Vice Presidents. At the request of the

President or in the absence of the President, or in the event of his or her inability or refusal to act, the Vice President or the Vice

Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and

when so acting, shall have all the powers of and be subject to all the restrictions upon such office. Each Vice President shall perform

such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Vice President,

the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability

or refusal of such officer to act, shall perform the duties of such office, and when so acting, shall have all the powers of and be subject

to all the restrictions upon such office.

4.8 Secretary. The Secretary shall attend

all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be

kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give,

or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such

other duties as may be prescribed by the Board of Directors or the President, under whose supervision the Secretary shall be. If the Secretary

shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors,

then any Assistant Secretary shall perform such actions. If there be no Assistant Secretary, then the Board of Directors or the President

may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary

or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed,

it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give

general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary

shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly

kept or filed, as the case may be.

4.9 Treasurer. The Treasurer shall have

the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging

to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories

as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board

of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular

meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of

the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety

or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration

to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other

property of whatever kind in his possession or under his control belonging to the Corporation.

4.10 Assistant Secretaries. Except as may

be otherwise provided in these Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from

time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary,

and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and

when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

4.11 Assistant Treasurers. Assistant Treasurers,

if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors,

the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability

or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the

restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such

sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of

his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books,

papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

4.12 Controller. The Controller shall establish

and maintain the accounting records of the Corporation in accordance with generally accepted accounting principles applied on a consistent

basis, maintain proper internal control of the assets of the Corporation and shall perform such other duties as the Board of Directors,

the President or any Vice President of the Corporation may prescribe.

4.13 Other Officers. Such other officers

as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the

Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers

and to prescribe their respective duties and powers.

4.14 Vacancies. The Board of Directors shall

have the power to fill any vacancies in any office occurring from whatever reason.

4.15 Resignations. Any officer may resign

at any time by submitting his written resignation to the Corporation. Such resignation shall take effect at the time of its receipt by

the Corporation, unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance

of a resignation shall not be required to make it effective.

4.16 Removal. Subject to the provisions

of any employment agreement approved by the Board of Directors, any officer of the Corporation may be removed at any time, with or without

cause, by the Board of Directors.

Article

CAPITAL STOCK

5.1 Form of Certificates. The shares of

stock in the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions

that some or all of any or all classes or series of the Corporation’s stock shall be in uncertificated form. Stock certificates

shall be in such forms as the Board of Directors may prescribe and signed by the Chairman of the Board, President or a Vice President

and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation.

5.2 Signatures. Any or all of the signatures

on a stock certificate may be a facsimile, including, but not limited to, signatures of officers of the Corporation and countersignatures

of a transfer agent or registrar. In case an 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, it may

be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

5.3 Lost Certificates. The Board of Directors

may direct a new stock certificate or certificates to be issued in place of any stock certificate or certificates theretofore issued by

the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the

certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new stock certificate, the Board of Directors may,

in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate,

or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation

a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate

alleged to have been lost, stolen or destroyed.

5.4 Transfers. Stock of the Corporation

shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of certificated stock shall be made on the books

of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and

upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued. Transfers of uncertificated

stock shall be made on the books of the Corporation only by the person then registered on the books of the Corporation as the owner of

such shares or by such person’s attorney lawfully constituted in writing and written instruction to the Corporation containing such

information as the Corporation or its agents may prescribe. No transfer of uncertificated stock shall be valid as against the Corporation

for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

The Corporation shall have no duty to inquire into adverse claims with respect to any stock transfer unless (a) the Corporation has received

a written notification of an adverse claim at a time and in a manner which affords the Corporation a reasonable opportunity to act on

it prior to the issuance of a new, reissued or re-registered share certificate, in the case of certificated stock, or entry in the stock

record books of the Corporation, in the case of uncertificated stock, and the notification identifies the claimant, the registered owner

and the issue of which the share or shares is a part and provides an address for communications directed to the claimant; or (b) the Corporation

has required and obtained, with respect to a fiduciary, a copy of a will, trust, indenture, articles of co-partnership, Bylaws or other

controlling instruments, for a purpose other than to obtain appropriate evidence of the appointment or incumbency of the fiduciary, and

such documents indicate, upon reasonable inspection, the existence of an adverse claim. The Corporation may discharge any duty of inquiry

by any reasonable means, including notifying an adverse claimant by registered or certified mail at the address furnished by him or, if

there be no such address, at his residence or regular place of business that the security has been presented for registration of transfer

by a named person, and that the transfer will be registered unless within thirty days from the date of mailing the notification, either

(a) an appropriate restraining order, injunction or other process issues from a court of competent jurisdiction; or (b) an indemnity bond,

sufficient in the Corporation’s judgment to protect the Corporation and any transfer agent, registrar or other agent of the Corporation

involved from any loss which it or they may suffer by complying with the adverse claim, is filed with the Corporation.

5.5 Fixing Record Date. In order that the

Corporation may determine the stockholders entitled to notice or to vote at any meeting of stockholders or any adjournment thereof, or

to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution

or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose

of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the

resolution fixing the record is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than

ten (10) days before the date of such meeting, nor more than ten (10) days after the date upon which the resolution fixing the record

date of action with a meeting is adopted by the Board of Directors, nor more than sixty (60) days prior to any other action. If no record

date is fixed:

(a) The record date for determining stockholders

entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which

notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) The record date for determining stockholders

entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary,

shall be the first date on which a signed written consent is delivered to the Corporation.

for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled

to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board

of Directors may fix a new record date for the adjourned meeting.

5.6 Registered Stockholders. Prior to due

presentment for transfer of any share or shares, the Corporation shall treat the registered owner thereof as the person exclusively entitled

to vote, to receive notifications and to all other benefits of ownership with respect to such share or shares, and shall not be bound

to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall

have express or other notice thereof, except as otherwise provided by the laws of the State Delaware.

Article

NOTICES

6.1 Form of Notice. Notices to directors

and stockholders other than notices to directors of special meetings of the board of Directors which may be given by any means stated

in Article III, Section 3.4, shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses

appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice

to directors may also be given by telegram.

6.2 Waiver of Notice. Whenever any notice

is required to be given under the provisions of law or the Certificate of Incorporation or by these Bylaws of the Corporation, a written

waiver, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent

to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting

for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully

called or convened. Neither the business to be transacted at, nor the purpose of, any regular, or special meeting of the stockholders,

Directors, or members of a committee of Directors need be specified in any written waiver of notice unless so required by the Certificate

of Incorporation.

Article

VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

7.1 The Corporation shall indemnify any person

who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether

civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that

he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director,

officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including

attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such

action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests

of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its

equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed

to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable

cause to believe that his conduct was unlawful.

7.2 The Corporation shall indemnify any person

who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of

the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the

Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation,

partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred

by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed

to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim,

issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the

Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication

of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses

which the Court of Chancery or such other court shall deem proper.

7.3 To the extent that a director, officer, employee

or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in

Sections 7.1 or 7.2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including

attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

7.4 Any indemnification under sections 7.1 or 7.2

of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination

that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard

of conduct set forth in such section. Such determination shall be made:

(a) By the Board of Directors by a majority vote

of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

(b) If such a quorum is not

obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion,

7.5 Expenses (including attorneys’ fees)

incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be

paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on

behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified

by the Corporation as authorized in this Section. Such expenses (including attorneys’ fees) incurred by other employees and agents

may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

7.6 The indemnification and advancement of expenses

provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those

seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors

or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

7.7 The Corporation shall have power to purchase

and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving

at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust

or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status

as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

7.8 For purposes of this Article, references to

“the Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent

of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority

to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent

of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee

or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article

with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence

had continued.

7.9 For purposes of this Article, references to

“other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes

assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation”

shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by,

such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who

acted in good faith and in a manner he 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” as referred

to in this Article.

7.10 The indemnification and advancement of expenses

provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person

who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators

of such a person.

7.11 No director or officer of the Corporation

shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty

as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the

director’s or the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good

faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of

Delaware, or (iv) for any transaction from which the director or officer derived an improper personal benefit.

Article

VIII

GENERAL PROVISIONS

8.1 Reliance on Books and Records. Each

Director, each member of any committee designated by the Board of Directors, and each officer of the Corporation, shall, in the performance

of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports

made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable

care.

8.2 Maintenance of Books and Records. Any

records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account,

and minute books, may be maintained on any information storage device, method, or one or more electronic networks or databases (including

one or more distributed electronic networks or databases); provided that the records so kept can be converted into clearly legible paper

form within a reasonable time, and, with respect to the stock ledger, the records so kept comply with Section 224 of the DGCL. The Corporation

shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

8.3 Dividends. Subject to the provisions

of the Certificate of Incorporation, if any, dividends upon the capital stock of the Corporation may be declared by the Board of Directors

at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject

to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the

Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as

a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation,

or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish

any such reserve in the manner in which it was created.

8.4 Checks. All checks or demands for money

and notes of the Corporation shall be signed by such officer or officers or such other persons as the Board of Directors may from time

to time designate.

8.5 Fiscal Year. The fiscal year of the

Corporation shall be as determined by the Board of Directors. If the Board of Directors shall fail to do so, the President shall fix the

fiscal year.

8.6 Seal. The corporate seal shall have

inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The

seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

8.7 Amendments. The Board of Directors shall

have the power to adopt, amend or repeal the Bylaws of the Corporation by the affirmative action of a majority of its members. The Bylaws

may be adopted, amended or repealed by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote at

any regular meeting of the stockholders or at any special meeting of the stockholders if notice of such proposed adoption, amendment or

repeal be contained in the notice of such meeting.

8.8 Interpretation of Bylaws. All words,

terms and provisions of these Bylaws shall be interpreted and defined by and in accordance with the General Corporation Law of the State

of Delaware, as amended, and as amended from time to time hereafter.

8.9 Forum for Adjudication of Securities Act

of 1933 Claims. 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 of 1933. 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 8.9.

EX-99.1 — PRESS RELEASE, DATED MAY 18, 2026

EX-99.1

Filename: ea029164701ex99-1.htm · Sequence: 4

Exhibit 99.1

May 18, 2026

Allied Gaming &

Entertainment Inc. Announces Official Name Change to “All In FutureTech Alliance Inc.” (“AIFA”) as Part of Its

Strategic Transformation Plan

NEW YORK, May 18, 2026

(GLOBE NEWSWIRE) -- Allied Gaming & Entertainment Inc. (Nasdaq: AGAE) (the “Company”) today announced that, pursuant

to the Company’s previously disclosed strategic transformation plan, it has formally approved and completed its corporate name

change to All In FutureTech Alliance Inc. (“AIFA” or the “Company”). The name change reflects the continued

evolution of the Company’s long-term strategic direction, with an increased focus on opportunities in artificial intelligence,

digital infrastructure, future technologies, and integrated digital ecosystem platforms.

The Company also announced that it is in the process of applying

for a corresponding update to its Nasdaq ticker symbol to align with its new corporate brand identity. The Company expects to make a further

announcement regarding the effective date of the ticker symbol change after receiving confirmation from Nasdaq. Until the new ticker symbol

becomes effective, the Company’s common stock will continue to trade under the ticker symbol “AGAE.”

James Li, Chairman and Chief Executive Officer of the Company,

commented, “Our new corporate brand identity more accurately reflects the Company’s long-term strategic direction and our

positioning as a future technology platform driven by the dual engines of fiber-optical communications and AI application ecosystems.

“In addition, as of May 13, 2026, the Company’s

management and Board of Directors have approved the draft of the Company’s Annual Report on Form 10-K for the fiscal year ended

December 31, 2025, and the Company is currently proceeding with the formal filing process. At the same time, the Company has initiated

the Nasdaq ticker symbol update application process to align with its new corporate brand identity. We believe these steps will help the

Company further address and remove potential risk factors related to future M&A transactions, financing activities, and other strategic

initiatives.”

About All In FutureTech Alliance Inc.

All In FutureTech Alliance Inc. (AIFA, formerly known

as Allied Gaming & Entertainment) is growth-oriented company undergoing a strategic transformation from a global experiential entertainment

business into an AI-focused digital infrastructure platform. The Company is pursuing opportunities in artificial intelligence infrastructure,

silicon photonics-enabled compute, cross-border fiber-optical network transmission, digital infrastructure services, and technology-enabled

growth initiatives. Through its proposed AIFA strategic platform, the Company aims to build an integrated ecosystem combining AI compute

capacity, fiber-optic network infrastructure, AI education and AI applications to support long-term value creation.

Contact:

Investor Relations:ir@alliedgaming.gg

Source: Allied Gaming & Entertainment

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