Form 8-K

8-K — Vertical Data Inc.

Accession: 0001493152-26-043963

Filed: 2026-09-23

Period: 2026-09-16

CIK: 0002033264

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

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

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-3.2 (ex3-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

--09-30

0002033264

2026-09-16

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (date of earliest event reported): September 16, 2026

Vertical

Data Inc.

(Exact

name of Registrant as specified in its charter)

Nevada

000-56812

99-2841705

(State

or other jurisdiction

Incorporation or organization)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

1980

Festival Plaza Drive, Suite 300

Las

Vegas, Nevada 89135

(Address

of Principal Executive Offices)

(888)

462-3453

(Registrant’s

Telephone Number, Including Area Code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

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: None

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

—

Securities

registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share

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

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 3.02. Unregistered Sales of Equity Securities

The disclosure required by this Item 3.02

is included in Item 5.02 of this Current Report on Form 8-K and is incorporated herein by reference. Based in part upon the representations

of the applicable officers and directors of Vertical Data Inc. (the “Company”), the offering and issuance of the RSUs (as

defined below), was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, or Rule 506(b) of

Regulation D promulgated thereunder, and/or Rule 701 promulgated thereunder and applicable state securities laws.

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Item 5.02(e) _

September 16, 2026, the Board of Directors (the “Board”) of the Company granted an aggregate of 188,222 restricted stock

units (“RSUs”) to certain of its officers and directors as follows: (i) Deven Soni, the Company’s Chairman of

the Board, President and Chief Executive Officer was granted 81,118 RSUs (target grant value of $383,689); (ii) Christopher Creatura,

the Company’s Chief Credit Officer was granted 43,680 RSUs (target grant value of $206,606); (iii) David Hackett, a member of the

Board, was granted 31,712 RSUs (target grant value of $150,000); and (iv) Jaime Leverton, a member of the Board, was granted 31,712 RSUs

(target grant value of $150,000).

The

RSUs were granted under the Vertical Data Inc. 2024 Incentive Plan in consideration of services rendered to the Company during

the period July 1, 2025 through June 30, 2026. Each RSU represents the right to receive one share of the Company’s common stock,

par value $0.0001 per share (the “common stock”), settles solely in shares of common stock on a one-for-one basis and may

not be settled in cash. The RSUs were 100% vested as of the grant date and are not subject to any continued-service requirement, forfeiture

condition or repurchase right by the Company.

The

RSUs were granted at no cash cost to each recipient. The number of RSUs was determined by dividing the target grant value approved by

the Board by $4.73, the 30-calendar-day volume-weighted average price of the common stock as reported by OTC Markets for the period ended

September 15, 2026, rounded to the nearest whole unit.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

September 17, 2026, the Company held its 2026 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was

present. At the Annual Meeting, the Company’s stockholders approved the Amended and Restated Bylaws of the Company in the form

attached as Appendix A to, and as described in, the Definitive Proxy Statement. The Company believes that the adoption of the

Amended and Restated Bylaws is in the best interest of the Company and its stockholders as the Amended and Restated Bylaws represent

current best practices and are more appropriate than the Company’s former bylaws for a company whose shares of common stock are

listed on a national securities exchange. The Company has previously, publicly stated that uplisting its shares of common stock to a

national securities exchange from the OTCQB® Venture Market is a primary near-term objective.

September 17, 2026, the Company’s stockholders also approved at the Annual Meeting an amendment (the “Certificate

of Amendment”) to the Articles of Incorporation of the Company in substantially the form attached as Appendix B to,

and as described in, the Definitive Proxy Statement. As a result of the approval of the Certificate of Amendment, the Company

filed the Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada (the “Certificate

of Amendment”), which will be effective upon the filing and acceptance by the Secretary of State of the State of Nevada.

The Certificate of Amendment provides for an increase to the total number of the Company’s authorized shares by 10,000,000

that were designated entirely as shares of preferred stock, par value $0.0001 per share. The Company’s Articles of Incorporation,

as amended by the Certificate of Amendment, provides for an aggregate of 110,000,000 authorized shares with a par value of

$0.0001 per share, consisting of: 100,000,000 authorized shares of common stock, par value $0.0001 per share, and 10,000,000 authorized

shares of preferred stock, par value $0.0001 per share. The Certificate of Amendment also includes a provision regarding (i) indemnification

for the Company’s directors, officers, agents, and employees against certain expenses, liabilities, and losses reasonably incurred

in connection with the provision of certain services to the Company; (ii) a provision stating that the Company’s bylaws may

only be altered, amended, or repealed by an affirmative vote of a majority of the directors, and (iii) an update to the corporate purpose

of the Company, which is all lawful activities permitted under Nevada law.

The

foregoing descriptions of the Amended and Restated Bylaws and the Certificate of Amendment are summaries only and are qualified in their

entirety by reference to the full text of the Amended and Restated Bylaws and the Certificate of Amendment, copies of which are filed

as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein. An amendment

to this Current Report on Form 8-K will be filed to include the copy of the Certificate of Amendment filed with, and accepted by, the

Secretary of State of the State of Nevada.

Item

5.07. Submission of Matters to a Vote of Security Holders.

September 17, 2026, the Company’s stockholders voted at the Annual Meeting on the five (5) proposals described below. These matters

and the final results for each of the five (5) proposals submitted to a vote of the Company’s stockholders at the Annual Meeting

are set forth below. These proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A (the “Definitive

Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2026. As of July 28,

2026, the record date for the Annual Meeting, there were 13,645,342 shares of common stock outstanding and entitled to vote.

the Annual Meeting, the Company’s stockholders voted on five (5) proposals and cast their votes as set forth below.

Proposal

1 – Election of Directors

The

Company’s stockholders elected the persons listed below as members of the Company’s Board of Directors, to serve until the

Company’s 2027 Annual Meeting of Stockholders and until their respective successor are duly elected and qualified (or until their

earlier death, resignation of removal). The results of the voting for this approved proposal were as follows:

Name of Director

Votes For

Withheld

Broker Non-Votes

Deven Soni

8,110,155

500

1,808,407

David Hackett

8,110,155

500

1,808,407

Jaime Leverton

8,110,155

500

1,808,407

Proposal

2 — Ratification of the Company’s Independent Registered Public Accounting Firm

The

Company’s stockholders ratified the appointment of Simon & Edward LLP as the Company’s independent registered public

accounting firm for the year ending September 30, 2026. The results of the voting for this approved proposal were as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

8,110,655

Not

applicable.

Proposal

3 — Approval of the Amended and Restated Bylaws of Vertical Data Inc.

The

Company’s stockholders approved the Amended and Restated Bylaws as described in the Definitive Proxy Statement. The results of

the voting for this approved proposal were as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

8,110,055

500

1,808,407

Proposal

4 — Approval of the Certificate of Amendment to the Articles of Incorporation of Vertical Data Inc.

The

Company’s stockholders approved the Certificate of Amendment to the Articles of Incorporation of Vertical Data Inc. as described

in the Definitive Proxy Statement. The results of the voting for this approved proposal were as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

8,110,655

500

100

1,808,407

Proposal

5 — Approval of Adjournment of the Annual Meeting.

The

Company’s stockholders approved a proposal to adjourn the Annual Meeting to a later date, if necessary or appropriate, to permit

further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval

of Proposal 3 and Proposal 4. The results of the voting for this approved Proposal 5 were as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

8,109,355

500

1,808,407

Notwithstanding

the approval of this Proposal 5, because both Proposal 3 and Proposal 4 received the requisite votes for approval at the Annual Meeting

as convened, it was not necessary for the Company to adjourn the Annual Meeting.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

3.1

Amended and Restated Bylaws of Vertical Data Inc.

3.2

Certificate

of Amendment to the Articles of Incorporation of Vertical Data Inc.

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 hereunto duly authorized.

Date:

September 23, 2026

VERTICAL

DATA INC.

By:

/s/

Deven Soni

Name:

Deven

Soni

Title:

Chairman

and Chief Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

AMENDED

AND RESTATED BYLAWS

VERTICAL

DATA INC.

Nevada Corporation)

ARTICLE

OFFICES

Section

1. Principal Executive Office. The principal executive office of Vertical Data Inc. (the “Corporation”)

shall be at such place established by resolution of the board of directors of the Corporation (the “Board” or the

“Board of Directors”) in its discretion. The Board shall have full power and authority to change the location of the

principal executive office.

Section

2. Registered Office. The registered office of the Corporation in the State of Nevada shall be that set forth in the Articles

of Incorporation (as defined below), or such other location as may be designated from time to time by the Board in accordance with the

Nevada Revised Statutes (as amended from time to time, “NRS”). The Corporation shall at all times maintain a registered

agent for service of process in the State of Nevada as required by the NRS, and the Board may change the Corporation’s registered

office or registered agent as permitted by applicable law.

Section

3. Other Offices. The Corporation may also have offices at such other places, both within and without the State of Nevada,

as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE

STOCKHOLDERS

Section

1. Place of Meeting. Meetings of stockholders may be held at such place, either within or without the State of Nevada, as

may be designated by the Board. If no designation is made, the place of the meeting shall be the principal office of the Corporation.

Section

2. Annual Meeting. The annual meeting of stockholders for the election of directors and for the transaction of such other

business as may properly come before the meeting shall be held at such time and date as shall be designated from time to time by the

Board, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or the chair of the Board of

Directors (the “Chair”) and stated in the Corporation’s notice of the meeting. Except as otherwise restricted

by the Corporation’s Articles of Incorporation (as may be amended, restated, modified, or supplemented from time to time, the “Articles

of Incorporation”) or applicable law or the rules or regulations of any regulatory authority or national securities exchange,

the Board, the Chief Executive Officer, or the Chair may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders,

before or after the notice for such meeting has been sent to the stockholders.

Section

3. Special Meetings. Special meetings of the stockholders may be called by the Chair of the Board or a majority of the Board.

Except as otherwise restricted by the Corporation’s Articles of Incorporation or applicable law or the rules or regulations of

any regulatory authority or national securities exchange, the Board, the Chief Executive Officer, or the Chair may postpone, reschedule

or cancel any previously scheduled special meeting of stockholders, before or after the notice for such meeting has been sent to the

stockholders.

Section

4. Notice. Whenever stockholders are required or permitted to take any action at a meeting, whether annual or special, a

written notice of the meeting shall be given by the Corporation to each stockholder of record entitled to vote at such meeting as of

the record date for determining the stockholders entitled to notice of such meeting. Such notice shall state the place, if any, date

and hour of the meeting, 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, 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, in the case of a

special meeting, the purpose or purposes for which the meeting was called. Unless otherwise required by law, the Articles of

Incorporation or these Amended and Restated Bylaws (as may be further amended, restated, modified, or supplemented from time to

time, these “Bylaws”), notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days

before the date of the meeting to each stockholder of record entitled to notice of and to vote at such meeting. Without limiting the

manner by which notice otherwise may be given to stockholders, any notice will be effective if given by a form of electronic

transmission consented to (in a manner consistent with the NRS, as defined below) by the stockholder to whom the notice is given. If

notice is given by mail, such notice will be deemed given when deposited in the United States mail, postage prepaid, directed to the

stockholder at such stockholder’s address as it appears on the records of the Corporation. If notice is given by electronic

transmission, such notice will be deemed given at the time specified in NRS 78.370.

Section

5. Adjourned Meetings. Any meeting of the stockholders, annual or special, whether or not a quorum is present, may be adjourned

from time to time for any reason by either the chair of the meeting or by a resolution adopted by the majority of the Board or in accordance

with Section 6 below. When a meeting is adjourned to another time or place, except as required by law, notice of the adjourned

meeting need not be given if the time, place, 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 meeting, are announced at the meeting at which the adjournment is

taken, if the adjournment is for not more than sixty (60) days later than the date set for the original meeting, and if no new record

date is fixed for the adjourned meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted

at the original meeting.

Section

6. Quorum. Unless otherwise required by applicable law or the Articles of Incorporation, the holders of one-third of the outstanding

shares of each class of stock of the Corporation entitled to vote at the meeting, present in person or represented by proxy (regardless

of whether the proxy has authority to vote on any matter), shall constitute a quorum at all meetings of the stockholders for the transaction

of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, then either the chair of

the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the

meeting from time to time, in the manner provided in Section 5 hereof, until a quorum shall be present or represented. A quorum,

once established, shall not be broken by the withdrawal of enough stockholders to leave less than a quorum.

Section

7. Voting. Unless otherwise provided in the Articles of Incorporation, each stockholder entitled to vote at any meeting of

stockholders shall be entitled to one (1) vote for each share of stock held by such stockholder which has voting power upon the matter

in question. If the Articles of Incorporation provides for more or less than one vote for any share on any matter, every reference in

these Bylaws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

Section

8. Participation at Stockholder Meetings by Remote Communications. The Board may, in its sole discretion, determine that a

meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication in accordance

with NRS 78.320(4) and any applicable part of NRS Chapter 78 or any successor provision. If authorized by the Board in its sole discretion,

and subject to such guidelines and procedures as the Board may adopt, stockholders and proxyholders 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 place or solely by remote communication, provided

that (a) the Corporation may 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 proxyholder, (b) the Corporation may implement reasonable measures to provide such

stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders,

including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (c) if

any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or

other action shall be maintained by the Corporation.

Section

9. Proxies. Each stockholder entitled to vote at a meeting of stockholders has the right to do so either in person or by one

(1) or more agents authorized by a proxy, which may be in the form of a telegram, cablegram or other means of electronic transmission,

filed with the Secretary of the Corporation, but no such proxy shall be voted or acted upon after six (6) months from its date, unless

the proxy provides for a longer period, which may not exceed seven (7) years. A duly executed proxy shall be irrevocable if it states

that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering an instrument

in writing stating that the proxy is revoked or by filing another proxy bearing a later date with the Secretary of the Corporation.

Section

10. Procedure for Election of Directors; Required Vote. Election of directors at all meetings of the stockholders at which

directors are to be elected shall be by ballot, and, subject to the rights of the holders of any shares of preferred stock issued by

the Corporation to elect directors under specified circumstances, a plurality of the votes cast thereat shall elect directors. Except

as otherwise provided by law, the Articles of Incorporation, or these Bylaws, in all matters other than the election of directors, the

affirmative vote of the holders of a majority of the shares of all classes of stock present in person or represented by proxy at the

meeting and entitled to vote on the subject matter shall be the act of the stockholders, provided that (except as otherwise required

by law or by the Articles of Incorporation) the Board of Directors may require a larger vote upon any such matter. Where a separate vote

by class is required, the affirmative vote of the holders of a majority of the shares of each class present in person or represented

by proxy at the meeting shall be the act of such class, except as otherwise provided by law or by the Articles of Incorporation or these

Bylaws.

Section

11. Inspectors of Elections; Opening and Closing the Polls. The Board of Directors by resolution shall appoint one or more

inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation,

as officers, employees, agents, or representatives, to act at the meetings of stockholders and make a written report thereof. One or

more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been

appointed to act or is able to act at a meeting of stockholders, the chair of the meeting shall appoint one or more inspectors to act

at the meeting. Each inspector, before discharging the duties of an inspector, shall take and sign an oath faithfully to execute the

duties of inspector with strict impartiality and according to the best of the inspector’s ability. The inspectors shall have the

duties prescribed by law.

Section

12. No Action Without Meeting. No action shall be taken by the stockholders except at an annual or special meeting of stockholders

called and noticed in the manner required by these Bylaws. The stockholders may not in any circumstance take action by written consent.

Section

13. Conduct of Meeting. Meetings of stockholders shall be presided over by the Chair, or, in the absence of the Chair, by

the Chief Executive Officer, or if there be no Chief Executive Officer or in the absence of the Chief Executive Officer, by the president,

or, in the absence of the president, by a chair designated by the Board of Directors. The individual acting as chair of the meeting may

delegate any or all of his or her authority and responsibilities as such to any director or officer of the Corporation present in person

at the meeting. The secretary, or in the absence of the secretary an assistant secretary, shall act as secretary of the meeting, but

in the absence of the secretary and any assistant secretary the chair of the meeting may appoint any person to act as secretary of the

meeting. The order of business at each such meeting shall be as determined by the chair of the meeting. The chair of the meeting shall

have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary

or desirable for the proper conduct of the meeting, including, without limitation, (i) the establishment of procedures for the maintenance

of order and safety, (ii) limitation on participation in the meeting to stockholders of record of the Corporation, their duly authorized

and constituted proxies and such other persons as the chair of the meeting shall permit, (iii) limitation on the time allotted for consideration

of each agenda item and for questions or comments by meeting participants, (iv) restrictions on entry to such meeting after the time

prescribed for the commencement thereof and (v) the opening and closing of the voting polls.

Section

14. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible

for election as directors. The nomination for election to the Board at a meeting of stockholders may be made (i) pursuant to the notice

of meeting (or supplement thereto) given by or at the direction of the Board, (ii) otherwise by or at the direction of the Board if properly

brought before the meeting of stockholders, or (iii) by any stockholder of record of the Corporation who (a) was a stockholder of record

at the time of giving of notice contemplated in this Section 14, (b) is entitled to vote for the election of directors at such

meeting and (c) has complied with the notice procedures set forth in this Section 14. Clause (iii) of the preceding sentence shall

be the exclusive means for a stockholder to make nominations for election of directors before a meeting of stockholders, and, unless

the Board has determined that directors will be elected at a special meeting of the stockholders, no stockholder may nominate directors

for election at any special meeting of the stockholders. Nominations, other than those made by or on behalf of the Board, shall be made

by notice in writing, which shall include the information contemplated by this Section 14, delivered or mailed by first class

United States mail, postage prepaid, to the Secretary, and (A) with respect to an annual meeting held pursuant to Section 2 hereof,

received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120)

days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that

if the annual meeting is not held within thirty (30) days before or after such anniversary date, then such nomination shall have been

delivered to or mailed and received by the Secretary not later than the close of business on the 10th day following the date on which

the notice of the meeting was mailed or public disclosure (as defined below) of the date of such meeting was made,

whichever occurs first, and (B) with respect to a special meeting of the stockholders held pursuant to Section 3 hereof, at which

the Board has determined that directors will be elected, received by the close of business on the 10th day following the day on which

public disclosure of the date of such meeting was made. Except as otherwise required by the NRS or Section 5 hereof, in no event

shall any adjournment or postponement of an annual or special meeting of the stockholders or the announcement thereof commence a new

time period for the delivery of such notice by a stockholder. For the avoidance of doubt, a stockholder shall not be entitled to make

additional or substitute nominations following the expiration of the time periods set forth in these Bylaws.

stockholder’s notice to the Secretary required under this Section 14 shall set forth (i) as to each proposed nominee (a)

the name, age, business address and, if known, residence address of each such nominee, (b) the principal occupation or employment of

each such nominee, (c) the number of shares of stock of the Corporation which are beneficially owned by each such nominee, (d) any other

information concerning the nominee that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to

be named as a nominee and to serve as a director if elected, and (e) a description of all direct and indirect compensation and other

material monetary arrangements, agreements or understandings during the past three years, and any other material relationship, if any,

between the stockholder and its respective affiliates or associates, or others with whom they are acting in concert, on the one hand,

and the proposed nominee, and his or her respective affiliates or associates, on the other hand; and (ii) as to the stockholder giving

the notice (a) the name and address of such stockholder, (b) the class or classes and number of shares of the Corporation of each class

which are, directly or indirectly, owned beneficially or of record by such stockholder or any Stockholder Associated Person (as defined

below), (c) any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege

or a settlement payment or mechanism at a price related to any class (or, if applicable, series) of shares of stock of the Corporation

or with a value derived in whole or in part from the value of any class (or, if applicable, series) of shares of stock of the Corporation,

whether or not such instrument or right shall be subject to settlement in the underlying class or series of stock of the Corporation

or otherwise (each, a “Derivative Instrument”) directly or indirectly owned beneficially or of record by such stockholder

or any Stockholder Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase

or decrease in the value of shares of stock of the Corporation by the stockholder or any Stockholder Associated Person, (d) any proxy,

contract, arrangement, understanding or relationship pursuant to which such stockholder or any Stockholder Associated Person has a right

to vote any securities of the Corporation, (e) any proportionate interest in shares of stock of the Corporation or Derivative Instruments

held, directly or indirectly, by a general or limited partnership in which such stockholder or any Stockholder Associated Person is a

general partner or beneficially owns an interest in a general partner, (f) any performance-related fees (other than an asset-based fee)

that such stockholder or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of the shares

of stock of the Corporation or Derivative Instruments, (g) any direct or indirect material legal, economic or financial interest of the

stockholder or any Stockholder Associated Person in the outcome of any vote to be taken at any annual or special meeting of stockholders

of the Corporation or any other entity with respect to any matter that is substantially related, directly or indirectly, to any nomination

proposed by any stockholder under this Section 14, (h) a representation by the stockholder that such stockholder is a holder of

record of stock of the Corporation entitled to vote at such meeting, will continue to be a stockholder of record of the Corporation entitled

to vote at such meeting through the date of such meeting and intends to appear in person or by proxy at the meeting to propose such nomination,

(i) a representation that the nominee is not and will not become a party to any agreement, arrangement or understanding (whether written

or oral) 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 issue or question (A) that has not been disclosed to the Corporation or (B) that could limit

or interfere with such person’s ability to comply, if elected a director of the Corporation, with such person’s fiduciary

duties under applicable law, whether the stockholder intends to deliver a proxy statement and form of proxy to holders of the Corporation’s

voting shares representing at least sixty-seven percent (67%) of the voting power of the stock entitled to vote generally in the election

of directors, and (j) whether the stockholder intends to solicit proxies or votes in support of director nominees or nomination in accordance

with Rule 14a-19 promulgated under the Exchange Act. If the stockholder holds its shares by or through a nominee, the information contemplated

by this Section 14 shall be provided about each person who has sole or shared power to direct the voting or disposition of the

shares of stock of the Corporation and each person who has a pecuniary interest in such shares of stock in lieu of the stockholder. In

addition, any nominee proposed by a stockholder shall complete a questionnaire, in a form provided by the Corporation, within ten (10)

days of receipt of the form of questionnaire from the Corporation, and 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.

stockholder shall further update and supplement its notice of any nomination to be brought before a meeting, if necessary, so that the

information provided or required to be provided in such notice pursuant to this Section 14 shall be true and correct (i) as of

the record date for the meeting and (ii) as of the date that is ten (10) business days prior to the meeting or any adjournment, recess,

rescheduling or postponement thereof. Such update and supplement shall be delivered to the Secretary not later than three (3) business

days after the later of the record date or the date notice of the record date is first publicly announced (in the case of the update

and supplement required to be made as of the record date for the meeting) and not later than seven (7) business days prior to the date

for the meeting, if practicable (or, if not practicable, on the first practicable date prior to the meeting), or any adjournment, recess,

rescheduling or postponement thereof (in the case of the update and supplement required to be made as of ten (10) business days prior

to the meeting or any adjournment, recess, rescheduling or postponement thereof).

Subject

to the Articles of Incorporation and applicable law, only persons nominated in accordance with procedures stated in this Section 14

shall be eligible for election as and to serve as a member of the Board of Directors.

The

chair of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with

the foregoing procedures, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination

shall be disregarded. Notwithstanding the foregoing provisions of this Section 14, a stockholder shall also comply with all applicable

requirements of the Exchange Act and the rules and regulations thereunder (including, where applicable, Rule 14a-19 of the Exchange Act).

For

purposes of these Bylaws, (i) “public disclosure” means disclosure in a press release reported by the Dow Jones News

Service, Associated Press or a comparable news service or in a document publicly filed by the Corporation with the Securities and Exchange

Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act, and (ii) a “Stockholder Associated Person” of

any stockholder means (a) any “affiliate” or “associate” (as those terms are defined in Rule 12b-2

under the Exchange Act) of the stockholder and (b) any person acting in concert with such stockholder or any affiliate or associate of

such stockholder with respect to the capital stock or any other security or Derivative Instrument of the Corporation.

Section

15. Advance Notice of Business at Meetings. At an annual meeting of the stockholders, only such business shall be conducted

as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified

in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before

the meeting by or at the direction of the Board, or (iii) otherwise properly brought before an annual meeting by a stockholder. For business

to be properly brought before an annual meeting by a stockholder, the stockholder must appear at the meeting to present a nomination

or business; if the stockholder does not appear, such nomination shall be disregarded and/or such proposed business shall not be transacted,

notwithstanding that proxies in respect of such vote may have been received by the Corporation. Additionally, if such business relates

to the election of directors of the Corporation, the procedures in Section 14 must be complied with. If such business relates

to any other matter, the business must be a proper matter for stockholder action under the NRS and the stockholder must have given timely

notice thereof in writing to the Secretary with the information contemplated by this Section 15. The preceding sentence shall

be the exclusive means for a stockholder to propose business (other than matters properly brought under Rule 14a-8 under the Exchange

Act and included in the Corporation’s notice of meeting) before an annual meeting of stockholders. To be timely, (a) with respect

to an annual meeting held pursuant to Section 2 hereof, a stockholder’s notice must be delivered to or mailed and received

at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior

to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that if the annual

meeting is not held within thirty (30) days before or after such anniversary date, then for the notice by the stockholder to be timely

it must be so received not later than the close of business on the 10th day following the date on which the notice of the meeting was

mailed or public disclosure of the date of such meeting was made, whichever occurs first, and (b) with respect to a special meeting of

the stockholders held pursuant to Section 3 hereof, to the extent that business may be properly brought before such meeting by

a stockholder, a stockholder’s notice must be received by the close of business on the 10th day following the day on which public

disclosure of the date of such meeting was made. In no event shall any adjournment or postponement of a meeting of the stockholders or

the announcement thereof commence a new time period for the delivery of such notice by a stockholder.

stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before a meeting (i)

a brief description of the proposal desired to be brought before the meeting and the reasons for making such proposal at the meeting,

(ii) the name and address of the stockholder making such proposal, (iii) the class and number of shares of the Corporation which are

beneficially owned by the stockholder, (iv) any material interest of the stockholder in such proposal, (v) any Derivative Instrument

directly or indirectly owned beneficially or of record by such stockholder or any Stockholder Associated Person and any other direct

or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of stock of the

Corporation by the stockholder or any Stockholder Associated Person, (vi) any proxy, contract, arrangement, understanding or relationship

pursuant to which such stockholder or any Stockholder Associated Person has a right to vote any securities of the Corporation, (vii)

any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited

partnership in which such stockholder or any Stockholder Associated Person is a general partner or beneficially owns an interest in a

general partner, (viii) any performance-related fees (other than an asset-based fee) that such stockholder or any Stockholder Associated

Person is entitled to based on any increase or decrease in the value of the shares of stock of the Corporation or Derivative Instruments,

and (ix) whether the stockholder intends to deliver a proxy statement and form of proxy to holders of the Corporation’s voting

shares representing at least sixty-seven percent (67%) of the voting power of the stock entitled to vote generally in the election of

directors in the case of a nomination or holders of at least the percentage of the Corporation’s voting shares required under applicable

law to carry the proposal in the case of other business. If the stockholder holds its shares by or through a nominee, the information

contemplated by this Section 15 shall be provided about each person who has sole or shared power to direct the voting or disposition

of the shares of capital stock of the Corporation and each person who has a pecuniary interest in such shares in lieu of the stockholder.

Notwithstanding

anything in these Bylaws to the contrary, subject to the Articles of Incorporation and applicable law, no business shall be conducted

at any meeting except in accordance with the procedures set forth in this Section 15, except that nothing in this Section 15

shall effect any rights, if any, of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant

to applicable provisions of federal law, including the Exchange Act. The chair of the meeting shall, if the facts warrant, determine

and declare to the meeting that a proposal was not properly brought before the meeting in accordance with the provisions of this Section

15, and if he or she should so determine, the chair shall so declare to the meeting and any such proposal not properly brought before

the meeting shall not be transacted, discussed or voted on. Notwithstanding the foregoing provisions of this Section 15, a stockholder

must also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder.

Section

16. Rule 14a-19(b). Without limiting the other provisions and requirements of this Article II, unless otherwise required

by law, if any stockholder (a) provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (b) subsequently fails to comply

with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) under the Exchange Act, then the Corporation shall disregard any proxies

or votes solicited for such stockholder’s nominees. Upon request by the Corporation, if any stockholder provides notice pursuant

to Rule 14a-19(b) under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five (5) business days prior

to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under the Exchange Act.

Section

17. List of Stockholders Entitled to Vote. The Corporation shall prepare, 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 and showing the address of, and the

number of shares registered in the name of, each such stockholder. Such list shall be open to examination by any stockholder for any

purpose germane to the meeting for a period of at least ten (10) days prior to the meeting, during ordinary business hours, and during

the whole time of the meeting, in each case in the manner and to the extent required by the NRS.

ARTICLE

III

DIRECTORS

Section

1. Number and Tenure. The business and affairs of the Corporation shall be managed by the Board of Directors, the number

thereof to be determined from time to time by resolution of the Board but at all times shall consist of at least one (1) individual.

Each director shall serve for a term of one year from the date of their election and until their successor is elected and qualified

or until his or her earlier death, retirement, disqualification, resignation or removal. Directors need not be stockholders. No

reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of

office. No provision of this Section 1 shall restrict the right of the Board of Directors to fill vacancies or the right of

the stockholders to remove directors, each as provided in these Bylaws.

Section

2. Resignation or Removal. Any director may at any time resign by delivering to the Board their resignation in writing. Any

director or the entire Board may at any time be removed effective immediately, with or without cause, by the vote, either in person or

represented by proxy, of not less than two-thirds (2/3) of the voting power of the shares of stock issued and outstanding of the class

or classes that elected such director and entitled to vote at a special meeting held for such purpose.

Section

3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors

may be filled by the vote of a majority of the remaining directors elected by the stockholders who vote on such directorship, though

less than a quorum. The directors so chosen shall hold office until the next annual election and until their respective successors are

duly elected, or until their earlier resignation or removal.

Section

4. Regular Meetings. Regular meetings of the Board of Directors shall be held at such dates, times, and places as may be designated

by the Chair of the Board, and shall be held at least once each year.

Section

5. Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the Chair of the

Board, the President or current directors representing at least a majority of the members of the Board of Directors.

Section

6. Notice. Notice of any regular meeting or a special meeting shall be given to each director, either orally, by facsimile

or other means of electronic communication or by hand delivery, addressed to each director at their address as it appears on the records

of the Corporation. If notice be by facsimile or other means of electronic communication, such notice shall be deemed to be adequately

delivered when the notice is transmitted at least twenty-four (24) hours before such meeting. If by telephone or by hand delivery, the

notice shall be given at least twenty-four (24) hours prior to the time set for the meeting. Neither the business to be transacted at,

nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting. A 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 Article VIII of these Bylaws. If the address of any director is incomplete or does not appear upon the records of the Corporation

it will be sufficient to address any notice to such director at the registered office of the Corporation.

Section

7. Quorum. At all meetings of the Board of Directors, a majority of the total number of directors shall constitute a quorum

for the transaction of business and, unless otherwise provided in the Articles of Incorporation or these Bylaws, the affirmative vote

of a majority of the directors present at any meeting at which there is a quorum shall be an act of the Board. If a quorum is not present

at any meeting of the Board, the directors present may adjourn the meeting from time to time, without notice, until a quorum shall be

present. A director present at a meeting shall be counted in determining the presence of a quorum, regardless of whether a contract or

transaction between the Corporation and any other corporation, partnership, association, or other organization in which such director

is a director or officer or has a financial interest, is authorized or considered at such meeting.

Section

8. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof

may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic

communication and such written consent or consents and copies of such communication or communications are filed with the minutes of proceedings

of the Board or committee.

Section

9. Action by Remote Communication. Members of the Board or any committee thereof may participate in a meeting of the Board

or such committee by means of a conference telephone, electronic communications, videoconferencing or other remote communications equipment

or available technology permitted under the NRS by means of which all persons participating in the meeting can hear each other, and such

participation in a meeting shall constitute presence in person at such meeting.

Section

10. Committees. The Board may from time to time designate committees of the Board to serve at the pleasure of the Board,

including, but not limited to, an audit committee, a compensation committee and a nominating and governance committee, and shall,

for those committees and any others provided for herein, elect a director or directors to serve as the member or members,

designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of

the committee. In the absence or disqualification of any member of any committee and any alternate member in their place, the member

or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum,

may by unanimous vote appoint another member of the Board to act at the meeting in the place of the absent or disqualified member.

For so long as any securities of the Corporation are listed for trading on a national securities exchange, the Board is authorized

to establish and maintain committees of the Board required by the listing standards of such national securities exchange, including,

but not limited to, a standing audit committee, a standing compensation committee and a standing nominating and corporate governance

committee. Each member of each such committee shall be a director who is independent under the rules of such national securities

exchange and who, in the case of the audit committee, also satisfies the additional independence requirements of Rule 10A-3 under

the Exchange Act, and who, in the case of the compensation committee, also satisfies the additional independence requirements of

Rule 10C-1 thereunder. If required by the national securities exchange, the audit committee shall consist of not fewer than three

(3) directors, and each of the compensation committee and the nominating and corporate governance committee shall consist of not

fewer than two (2) directors. If a member of any such committee ceases to be independent, or a vacancy otherwise causes a committee

to fall below the required size or composition, for reasons outside such member’s reasonable control, the Corporation may rely

on any cure period afforded by the rules of the applicable national securities exchange, and no such committee shall be deemed

improperly constituted during such cure period. As long as any of the securities of the Corporation are listed for trading on a

national securities exchange, the Board shall be authorized to adopt a written charter for each committee of the Board required by

the listing standards of such national securities exchange governing the purpose, membership rules, scope, authority, and

responsibilities of such committee, and each such charter shall be consistent with the applicable requirements of the Securities Act

of 1933, as amended, the Exchange Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder,

and the rules of any national securities exchange on which the securities of the Corporation are then listed.

Section

11. Compensation of Directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board

and may be paid a fixed sum for attendance at each meeting of the Board 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 committees may be allowed

like compensation for attending committee meetings.

Section

12. Organization. Meetings of the Board of Directors shall be presided over by the Chair of the Board, or in the absence of

the Chair of the Board by the vice chair, if any, or in his or her absence by a chair chosen at the meeting. The Secretary, or in the

absence of the Secretary, an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any

Assistant Secretary, the chair of the meeting may appoint any person to act as secretary of the meeting. The order of business at each

such meeting shall be as determined by the chair of the meeting.

ARTICLE

OFFICERS

Section

1. Number and Salaries. The officers of the Corporation shall be chosen by the Board and shall include a Chief Executive Officer,

a Chief Financial Officer, and a Secretary or the equivalents of such officers. The Board, in its discretion, may also appoint such additional

officers as the Board may deem necessary or desirable, including a Chair of the Board, a President, a Treasurer, one (1) or more Vice

Presidents, one (1) or more Assistant Vice Presidents, one (1) or more Assistant Secretaries, and one (1) or more Assistant Treasurers,

each of whom shall hold office for such period, have such authority and perform such duties as the Board may from time to time determine.

Any individual may hold two or more offices.

Section

2. Election and Term of Office. The officers of the Corporation shall be elected by the Board at the first meeting of the

Board following the stockholders’ annual meeting and shall serve for a term of one (1) year and until a successor is elected by

the Board. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any officer appointed by the Board may be removed,

with or without cause, at any time by the Board. Each officer shall hold their office until their successor is appointed or until their

earlier resignation, removal from office, or death. All 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 IV. Such officers shall also have such

powers and duties as from time to time may be conferred by the Board or by any committee thereof. The Board or any committee thereof

may from time to time elect such other officers and such agents, as may be necessary or desirable for the conduct of the business of

the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided

in these Bylaws or as may be prescribed by the Board or such committee, as the case may be.

Section

3. The Chair of the Board. Except as otherwise provided in the Articles of Incorporation, the Chair shall be elected by the

Board from among its members and shall preside at all meetings of the stockholders and of the Board. The Chair shall perform such duties

and possess such powers as are customarily vested in the office of the Chair of the Board or as may be vested in him or her by the Board.

The Chair shall be empowered to sign all certificates, contracts and other instruments of the Corporation, and to do all acts that are

authorized by the Board, and shall, in general, have such other duties and responsibilities as are assigned consistent with the authority

of a Chair of the Board of a corporation. In addition, the Board may designate by resolution one or more Vice Chairmen of the Board with

such duties as may from time to time be requested by the Board.

Section

4. The Chief Executive Officer. The Chief Executive Officer shall be responsible for the general management of the affairs

of the Corporation and shall perform all duties incidental to his or her office. The Chief Executive Officer shall be empowered to sign

all certificates, contracts and other instruments of the Corporation, and to do all acts that are authorized by the Board, and shall,

in general, have such other duties and responsibilities as are assigned consistent with the authority of a chief executive officer of

a corporation.

Section

5. The President. The Board shall elect a President to have such duties and responsibilities as from time to time may be assigned

to him or her by the Board. The President shall be empowered to sign all certificates, contracts and other instruments of the Corporation,

and to do all acts which are authorized by the Board, and shall, in general, have such other duties and responsibilities as are assigned

consistent with the authority of a president of a corporation.

Section

6. Chief Financial Officer. The Chief Financial Officer shall act in an executive financial capacity. The Chief Financial

Officer shall assist the Chief Executive Officer and the President in the general supervision of the Corporation’s financial policies

and affairs. The Chief Financial Officer shall be empowered to sign all certificates, contracts and other instruments of the Corporation,

and to do all acts which are authorized by the Board, and shall, in general, have such other duties and responsibilities as are assigned

consistent with the authority of a chief financial officer of a corporation.

Section

7. Vice Presidents. The Board may from time to time name one or more Vice Presidents that may include the designation of Executive

Vice Presidents and Senior Vice Presidents all of whom shall perform such duties as from time to time may be assigned to him or her by

the Board.

Section

8. The Secretary. The Secretary shall keep the minutes of the proceedings of the stockholders and the Board; the Secretary

shall give, or cause to be given, all notices in accordance with the provisions of these Bylaws or as required by law, shall be custodian

of the corporate records and of the seal (if any) of the Corporation, and, in general, shall perform such other duties as may from time

to time be assigned by the Board.

Section

9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, shall keep, or cause to be kept,

correct and complete books and records of account, including full and accurate accounts of receipts and disbursements in books belonging

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

as may be designated by the Board, and in general shall perform all duties incident to the office of treasurer and such other duties

as from time to time may be assigned to him or her by the Board. If a Treasurer of the Corporation has not been appointed, the Chief

Financial Officer shall have all of the duties of the Treasurer unless otherwise delegated by the Board.

Section

10. Prohibition on Loans to Directors and Executive Officers. The Corporation shall not directly or indirectly extend or maintain

credit, arrange for the extension of credit, or renew an extension of credit, in the form of a personal loan to or for any member of

the Board or executive officer of the Corporation, as such terms are used in Section 13(k) of the Exchange Act and the rules and regulations

promulgated thereunder.

ARTICLE

CERTIFICATES

OF STOCK

Section

1. Signature by Officers. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in

the name of the Corporation by the Chair, Chief Executive Officer or President, if any (or any Vice President), and by the Chief Financial

Officer, Treasurer or the Secretary of the Corporation, certifying the number of shares owned by the stockholder in the Corporation,

provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated

shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.

Section

2. Facsimile Signatures. The signature of the Chair, Chief Executive Officer, President, Vice President, Chief Financial Officer,

Treasurer or Secretary may be a facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures

have been used on any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because

of death, resignation or otherwise, before such certificate or certificates have been delivered by the Corporation, such certificate

or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed

such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer

or officers of the Corporation.

Section

3. Lost Certificates. The Board may direct that new certificate(s) be issued by the Corporation to replace any certificate(s)

alleged to have been lost or destroyed, upon its receipt of an affidavit of that fact by the person claiming the certificate(s) of stock

to be lost or destroyed. When authorizing such issue of new certificate(s), the Board may, in its discretion and as a condition precedent

to the issuance thereof, require the owner of such lost or destroyed certificate(s), or such owner’s legal representative, to advertise

the same in such manner as it 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(s) alleged to have been lost or destroyed.

Section

4. Transfer of Stock. Upon surrender to the Corporation or its transfer agent of a certificate for shares duly endorsed or

accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the

person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section

5. Closing of Transfer Books or Fixing of Record Date. In order that the Corporation may determine the stockholders entitled

to notice of any meeting of the stockholders or any adjournment thereof, the Board may fix a record date for the determination of the

stockholders entitled to notice of any meeting or adjournment thereof. The record date so fixed 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 sixty (60) nor less than

ten (10) days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders

entitled to notice of or to vote at a meeting of the 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.

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 or to any postponement of the meeting to a date not more than sixty (60) days after the record date; provided, however,

that the Board may fix a new record date for determination of stockholders entitled to notice of or to vote at the adjourned meeting

and must fix a new record date if the meeting is adjourned to a date more than sixty (60) days later than the date set forth for the

original meeting.

stockholder action by written consent is permitted under the Articles of Incorporation and these Bylaws, the Board of Directors may adopt

a resolution prescribing a date upon which the stockholders of record entitled to give written consent must be determined. The date set

by the Board of Directors must not precede or be more than ten (10) days after the date the resolution setting such date is adopted by

the Board of Directors. If the Board of Directors does not adopt a resolution setting a date upon which the stockholders of record entitled

to give written consent must be determined, and:

(i)

no prior action by the Board of Directors is required by the NRS, then the date shall be the first date on which a valid written consent

is delivered to the Corporation in accordance with the NRS, the Articles of Incorporation and these Bylaws; or

(ii)

prior action by the Board of Directors is required by the NRS, then the date shall be the close of business on the date that the Board

of Directors adopts the resolution.

order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment

of any rights, or to exercise rights in respect of any change, conversion or exchange of stock or in respect 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

by the Board, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the

record date for determining the stockholders for any such purpose shall be at the close of business on the date on which the Board adopts

the resolution relating thereto.

Section

6. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its

books as the owner of shares to receive distributions and to vote as such owner. Except as otherwise provided by law, the Corporation

shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person whether or

not it shall have express or other notice thereof.

ARTICLE

CONTRACTS,

CHECKS, NOTES AND ACCOUNTS

Section

1. Contracts. When the execution of any contract or other instrument has been authorized by the Board without specification

of the executing officers, the Chair, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the

Treasurer and the Secretary, may execute the same in the name of and on behalf of the Corporation and may affix the corporate seal thereto.

Specification of the executing officers may be general or confined to specific instances as the Board may determine.

Section

2. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such

other person or persons as the Board may from time to time designate.

Section

3. Accounts. Bank accounts of the Corporation shall be opened, and deposits made thereto, by such officers or other persons

as the Board may from time to time designate.

ARTICLE

VII

FISCAL

YEAR

The

fiscal year of the Corporation shall be established by the Board.

ARTICLE

VIII

WAIVER

OF NOTICE

Whenever

any notice is required to be given by law, the Articles of Incorporation or these Bylaws, a written waiver thereof, signed by the person

or persons entitled to such notice, or a waiver by electronic communications by such person or persons whether before or after the time

stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be conducted at, nor the purpose of

such meeting, need be specified in such waiver. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting,

except where a 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.

ARTICLE

SEAL

The

Board of Directors may, by resolution, authorize a corporate seal which shall have inscribed thereon the name of the Corporation, the

year of its organization, and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof

to be impressed or affixed or otherwise reproduced.

ARTICLE

AMENDMENT

AND REPEAL

The

Board is expressly empowered to adopt, alter, amend or repeal these Bylaws. The stockholders also shall have power to adopt, alter, amend

or repeal these Bylaws; provided, however, that such action by stockholders shall require, in addition to any other

vote required by the Articles of Incorporation or applicable law, the affirmative vote of the holders of at least sixty-six and two-thirds

percent (66 2/3%) of the voting power of all the then-outstanding shares of capital stock of the Corporation entitled to vote generally

in the election of directors, voting together as a single class.

ARTICLE

MISCELLANEOUS

Section

1. Deemed Notice and Consent. To the fullest extent permitted by law, each and every natural person, corporation, general

or limited partnership, limited liability company, joint venture, trust, association or any other entity purchasing or otherwise acquiring

any interest (of any nature whatsoever) in any shares of the capital stock of the Corporation shall be deemed, by reason of and from

and after the time of such purchase or other acquisition, to have notice of and to have consented to all of the provisions of (i) these

Bylaws (including this Article XI), (ii) the Articles of Incorporation and (iii) any amendment to these Bylaws or the Articles

of Incorporation enacted or adopted in accordance with these Bylaws, the Articles of Incorporation and applicable law.

Section

2. Severability. If any provision or provisions of these Bylaws 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 provision or provisions in any other circumstance and of the remaining provisions of these Bylaws (including,

without limitation, each portion of any paragraph of these Bylaws 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 or provisions to other persons,

entities and circumstances shall not in any way be affected or impaired thereby.

Section

3. Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the courts of the

State of Nevada shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding

brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer,

employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against

the Corporation or any director, officer, employee or agent of the Corporation arising pursuant to any provision of the NRS, the Articles

of Incorporation or these Bylaws, or (iv) any action asserting a claim against the Corporation or any director, officer, employee or

agent of the Corporation governed by the internal affairs doctrine, in each case subject to said courts having personal jurisdiction

over the indispensable parties named as defendants therein. 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 this Section 3.

Section

4. Federal Forum for Securities Act Claims. Unless the Corporation consents in writing to the selection of an alternative

forum, the federal district courts of the United States shall, to the fullest extent permitted by law, be the exclusive forum for the

resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. 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

this Section 4.

ARTICLE

XII

INDEMNIFICATION

AND INSURANCE; LIMITATION OF LIABILITY

Section

1. Indemnification and Insurance.

(A)

Indemnification and Insurance of Indemnitees.

(i)

Each Indemnitee shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of the State of

Nevada against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties,

and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding; provided

that such Indemnitee either is not liable pursuant to NRS 78.138 (which provision of the NRS is also addressed in Section 4 of this Article

XII) or acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of

the Corporation and, with respect to any Proceeding that is criminal in nature, had no reasonable cause to believe that his or her conduct

was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent

does not, of itself, create a presumption that the Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in a

manner in which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or that, with respect

to any criminal proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful. The Corporation shall not

indemnify an Indemnitee for any claim, issue or matter as to which the Indemnitee has been adjudged by a court of competent jurisdiction,

after exhaustion of all appeals therefrom, to be liable to the Corporation or for any amounts paid in settlement to the Corporation,

unless and only to the extent that the court in which the Proceeding was brought or other court of competent jurisdiction determines

upon application that in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for

such amounts as the court deems proper. Except as so ordered by a court and for advancement of expenses pursuant to this Section, indemnification

may not be made to or on behalf of an Indemnitee if a final adjudication establishes that his or her acts or omissions involved intentional

misconduct, fraud or a knowing violation of law and was material to the cause of action. Notwithstanding anything to the contrary contained

in these Bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action,

suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil,

criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a stockholder.

(ii)

Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a director, officer, agent or employee

of the Corporation or member, manager or managing member of a predecessor limited liability company or affiliate of such limited liability

company or a director, officer, employee, partner, member, manager or fiduciary of, or to serve in any other capacity for, another corporation

or any partnership, joint venture, limited liability company, trust, or other enterprise and shall inure to the benefit of his or her

heirs, executors and administrators.

(iii)

The expenses of Indemnitees must be paid by the Corporation or through insurance purchased and maintained by the Corporation or through

other financial arrangements made by the Corporation, as such expenses are incurred and in advance of the final disposition of the Proceeding,

upon receipt of an undertaking by or on behalf of such Indemnitee to repay the amount if it is ultimately determined by a court of competent

jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an Indemnitee is successful on the

merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify

him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

(B)

To obtain indemnification under this Bylaw, a claimant shall submit to the Corporation a written request, including therein or therewith

such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to

what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first

sentence of this paragraph (B), a determination, if required by applicable law, with respect to the claimant’s entitlement thereto

shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is

made by the claimant for a determination by Independent Counsel, (i) by the Board by a majority vote of the Disinterested Directors (as

hereinafter defined), even though less than a quorum, or (ii) by a committee of Disinterested Directors designated by majority vote of

the Disinterested Directors, even though less than a quorum, or (iii) if there are no Disinterested Directors or the Disinterested Directors

so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the claimant, or (iv) if a

quorum of Disinterested Directors so directs, by the stockholders of the Corporation. If it is so determined that the claimant is entitled

to indemnification, payment to the claimant shall be made within 10 days after such determination.

(C)

If a claim under paragraph (A) of this Bylaw is not paid in full by the Corporation within 30 days after a written claim pursuant to

paragraph (B) of this Bylaw has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation

to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the

expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses

incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been

tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the laws of the State

of Nevada for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the

Corporation. Neither the failure of the Corporation (including the Disinterested Directors, Independent Counsel or stockholders) to have

made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because

he has met the applicable standard of conduct set forth in the laws of the State of Nevada, nor an actual determination by the Corporation

(including the Disinterested Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of

conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(D)

If a determination shall have been made pursuant to paragraph (B) of this Bylaw that the claimant is entitled to indemnification, the

Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (C) of this Bylaw.

(E)

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (C) of this Bylaw that the

procedures and presumptions of this Bylaw are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation

is bound by all the provisions of this Bylaw.

(F)

The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred

in this Bylaw shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of

the Articles of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise. No repeal or modification

of this Bylaw shall in any way diminish or adversely affect the rights of any director, officer, employee or agent of the Corporation

hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

(G)

The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights

to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee

or agent of the Corporation to the fullest extent of the provisions of this Bylaw with respect to the indemnification and advancement

of expenses of directors and officers of the Corporation.

(H)

If any provision or provisions of this Bylaw shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the

validity, legality and enforceability of the remaining provisions of this Bylaw (including, without limitation, each portion of any paragraph

of this Bylaw containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal

or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this

Bylaw (including, without limitation, each such portion of any paragraph of this Bylaw 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.

(I)

For purposes of this Bylaw:

(i)

“Disinterested Director” means a director of the Corporation who is not and was not a party to the matter in respect

of which indemnification is sought by the claimant.

(ii)

“Indemnitee” means each director, officer, agent or employee of the Corporation who was or is a party to, or is threatened

to be made a party to, or is otherwise involved in, any Proceeding (as defined below), by reason of the fact that he or she is or was

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

manager, agent or employee of, or in any other capacity for, another corporation, partnership, joint venture, limited liability company,

trust, or other enterprise.

(iii)

“Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, selected by the Disinterested

Directors, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional

conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to

determine the claimant’s rights under this Bylaw.

(iv)

“Proceeding” means any threatened, pending, or completed action, suit or proceeding (including, without limitation,

an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative, or investigative.

(J)

Any notice, request or other communication required or permitted to be given to the Corporation under this Bylaw shall be in writing

and either delivered in person or sent by electronic mail, overnight mail or courier service, or certified or registered mail, postage

prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

Section

2. Insurance. The Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any Indemnitee

for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director,

officer or employee, or arising out of his or her status as such, whether or not the Corporation has the authority to indemnify him or

her against such liability and expenses.

Section

3. Amendment. The provisions of this Article XII relating to indemnification shall constitute a contract between the

Corporation and each of its directors and officers which may be modified as to any director or officer only with that person’s

consent or as specifically provided in this Section 3. Notwithstanding any other provision of these Bylaws relating to their amendment

generally, any repeal or amendment of this Article XII which is adverse to any director or officer shall apply to such director

or officer only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification with respect to any action

or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws (including,

without limitation, Article X), no repeal or amendment of these Bylaws shall affect any or all of this Article XII so as

to limit or reduce the indemnification in any manner unless adopted by (i) the unanimous vote of the directors of the Corporation then

serving, or (ii) by the stockholders as set forth in Article X; provided that no such amendment shall have a retroactive effect

inconsistent with the preceding sentence.

Section

4. Limitation of Liability.

The

liability of the directors and officers of the Corporation for monetary damages shall be eliminated to the fullest extent permitted by

the NRS, including without limitation NRS 78.138, as the same exists or may hereafter be amended. If the NRS is hereafter amended to

further eliminate or limit the liability of directors or officers, then the liability of a director or officer 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

effective date of such amendment. No amendment, modification or repeal of this Section 4, nor the adoption of any provision of these

Bylaws inconsistent with this Section 4, shall adversely affect any right or protection of a director or officer of the Corporation existing

at the time of such amendment, modification, repeal or adoption with respect to acts or omissions occurring prior thereto.

ARTICLE

XIII

CHANGES

IN NEVADA LAW

References

in these Bylaws to the laws of the State of Nevada or the NRS or to any provision thereof shall be to such law as it existed on the date

these Bylaws were adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability

of directors or officers or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide

in Article XII, the rights to limited liability, to indemnification and to the advancement of expenses provided in the Articles

of Incorporation and/or these Bylaws shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the

Corporation, without the requirement of any further action by stockholders or directors, to limit further the liability of directors

or limit the liability of officers or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation

was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the

advancement of expenses shall be so broadened to the extent permitted by law.

* *

Amended

and Restated Bylaws Adopted and Effective: September 17, 2026

EX-3.2

Filename: ex3-2.htm · Sequence: 3

Exhibit

3.2

CERTIFICATE

OF AMENDMENT

THE ARTICLES OF INCORPORATION OF

VERTICAL

DATA INC.

Vertical

Data Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”) for the purpose

of amending its Articles of Incorporation (the “Articles of Incorporation”) in accordance with Chapter 78 of the Nevada

Revised Statutes (as amended from time to time, the “NRS”), does hereby make and execute this Certificate of Amendment

(“Certificate of Amendment”) to the Articles of Incorporation, and does hereby certify that:

1. Purpose:

The provisions of the present Section 7 (Purpose/Profession to be practiced) of the Articles

of Incorporation of the Corporation are amended by amending and restating Section 7 as follows:

“The

Purpose of the Corporation shall be: All lawful activities permitted under the laws of the State of Nevada.”

2. Authorized

Shares: The provisions of the present Section 8 (Authorized Shares) of the Articles of

Incorporation of the Corporation are amended by amending Section 8 as follows:

“Number

of Authorized shares with par value:

110,000,000

Par

value:

$0.0001

Number

of shares of common stock with par value:

100,000,000

Par

value:

$0.0001

Number

of shares of preferred stock with par value:

10,000,000

Par

value:

$0.0001

See

Annex A of this Certificate of Amendment for a description of the common stock and preferred stock.

The

remaining provisions of the present Section 8 shall remain the same.”

3. Indemnification

and Insurance; Limitation of Liability: The provisions of the present Articles of Incorporation

of the Corporation are amended by adding a new section entitled “Indemnification and

Insurance; Limitation of Liability”, which section is included in Annex A of

this Certificate of Amendment.

4. Amendment

of Bylaws: In furtherance and not in limitation of the powers conferred upon it by the

NRS, the Board of Directors shall have the power to adopt, amend, alter or repeal the Bylaws

of the Corporation (the “Bylaws”). The stockholders may not adopt, amend,

alter or repeal the Bylaws unless such action is approved, in addition to any other vote

required by these Articles of Incorporation or applicable law, by the affirmative vote of

the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of

all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally

in the election of directors.

5. The

foregoing amendment has been duly adopted in accordance with NRS 78.385.

6. This

Certificate of Amendment shall be effective as of the date and time on which it is filed

with the Secretary of State of the State of Nevada.

WITNESS WHEREOF, I have signed this Certificate this 22nd day of September, 2026.

VERTICAL

DATA INC.

By:

/s/

Deven Soni

Name:

Deven Soni

Title:

President

ANNEX

A TO

CERTIFICATE

OF AMENDMENT

THE ARTICLES OF INCORPORATION

VERTICAL

DATA INC.

Section

2.1 Authorized Shares:

The

total number of shares of all classes of stock that the Corporation shall have authority to issue is One Hundred Ten Million (110,000,000)

shares consisting of, and designated as:

(a)

One

Hundred Million (100,000,000) shares of common stock, par value $0.0001 per share (the “Common Stock”); and

(b)

Ten

Million (10,000,000) shares of preferred stock, par value $0.0001 per share (“Preferred Stock”).

Section

2.2 Preferred Stock. The board of directors of the Corporation (the “Board of Directors”) is authorized

to provide, out of the unissued shares of Preferred Stock, for the issuance of shares of Preferred Stock in one or more series, and by

filing a certificate pursuant to the applicable law of the State of Nevada (such certificate being hereinafter referred to as a “Preferred

Stock Designation”), to establish from time to time the number of shares to be included in each such series and to fix the

voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations

or restrictions thereof, including, without limitation, the authority to fix or alter the dividend rights, dividend rates, conversion

rights, exchange rights, voting rights, rights and terms of redemption (including sinking and purchase fund provisions), the redemption

price or prices, restrictions on the issuance of shares of such series, the dissolution preferences and the rights in respect of any

distribution of assets of any wholly unissued series of Preferred Stock and the number of shares constituting any such series, and the

designation thereof, or any of them and to increase (but not above the total number of authorized shares of Preferred Stock) or decrease

(but not below the number of shares of such series then outstanding) the number of shares of any series so created (except where otherwise

provided in the Preferred Stock Designation), subsequent to the issue of that series. In case the authorized number of shares of any

series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the

resolution originally fixing the number of shares of such series. There shall be no limitation or restriction on any variation between

any of the different series of Preferred Stock as to the designations, voting powers, preferences and relative, participating, optional

or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may vary

in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors or by a duly authorized committee

of the Board of Directors, providing for the issuance of the various series of Preferred Stock.

Section

2.3 Number of Authorized Shares. The number of authorized shares of any of the Common Stock or the Preferred Stock may be

increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority

of the voting power of all of the outstanding shares of stock of the Corporation entitled to vote thereon, without a separate vote of

any holders of shares of Common Stock or Preferred Stock, or of any series thereof (and for the avoidance of doubt, any right to a separate

vote or consent that may otherwise be required under NRS 78.2055, 78.207 or 78.390 is hereby specifically denied), unless a separate

vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.

Section

2.4 Common Stock Voting Rights. The voting powers, preferences, limitations, restrictions and relative rights of the Common

Stock, and the qualifications, limitations or restrictions thereof are as follows:

(a)

Voting Rights. Except as otherwise required by law,

(i)

Each share of Common Stock shall entitle the record holder thereof as of the applicable record date to one (1) vote per share in person

or by proxy on all matters submitted to a vote of the holders of Common Stock, whether voting separately as a class or otherwise.

(ii)

Except as otherwise required by applicable law or expressly provided in these Articles of Incorporation, the holders of shares of

Common Stock shall vote together as a single class (or, if any holders of shares of Preferred Stock are entitled to vote together

with the holders of Common Stock, as a single class with such holders of Preferred Stock) on all matters submitted to a vote

of stockholders of the Corporation, and for the avoidance of doubt, any right to a separate vote or consent that may otherwise be

required under NRS 78.2055, 78.207 or 78.390 is hereby specifically denied.

A-1

(b)

Dividends. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any

class or series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends,

dividends may be declared and paid on the Common Stock out of the assets or funds of the Corporation that are by law available therefor,

at such times and in such amounts as the Board of Directors in its discretion shall determine.

(c)

Liquidation Rights. In the event of liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary

or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and after making provisions

for preferential and other amounts, if any, to which the holders of Preferred Stock or any class or series of stock having a preference

over the Common Stock with respect to payments in liquidation shall be entitled, the remaining assets and funds of the Corporation available

for distribution shall be divided among and paid ratably to the holders of all outstanding shares of Common Stock in proportion to the

number of shares held by each such stockholder. A consolidation, reorganization or merger of the Corporation with any other Person or

Persons (with “Person” defined as any individual, corporation, partnership, limited liability company, unincorporated

association or other entity), or a sale of all or substantially all of the assets of the Corporation, shall not be considered to be a

dissolution, liquidation or winding up of the Corporation within the meaning of this Section 2.4(c).

Section

3.1 Indemnification and Insurance; Limitation of Liability

(A)

Indemnification and Insurance of Indemnitees.

(i)

Each Indemnitee shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of the State of

Nevada against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties,

and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding; provided

that such Indemnitee either is not liable pursuant to NRS 78.138 (which provision of the NRS is also addressed in Section 3.2 of this

Certificate of Amendment) or acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best

interests of the Corporation and, with respect to any Proceeding that is criminal in nature, had no reasonable cause to believe that

his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo

contendere or its equivalent does not, of itself, create a presumption that the Indemnitee is liable pursuant to NRS 78.138 or did

not act in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the Corporation,

or that, with respect to any criminal proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful. The

Corporation shall not indemnify an Indemnitee for any claim, issue or matter as to which the Indemnitee has been adjudged by a court

of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for any amounts paid in settlement

to the Corporation, unless and only to the extent that the court in which the Proceeding was brought or other court of competent jurisdiction

determines upon application that in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity

for such amounts as the court deems proper. Except as so ordered by a court and for advancement of expenses pursuant to this Section

3.1, indemnification may not be made to or on behalf of an Indemnitee if a final adjudication establishes that his or her acts or

omissions involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action. Notwithstanding

anything to the contrary contained in these Articles of Incorporation, no director or officer may be indemnified for expenses incurred

in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding

by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred

in his or her capacity as a stockholder.

(ii)

Indemnification pursuant to this Section 3 shall continue as to an Indemnitee who has ceased to be a director, officer, agent

or employee of the Corporation or member, manager or managing member of a predecessor limited liability company or affiliate of such

limited liability company or a director, officer, employee, partner, member, manager or fiduciary of, or to serve in any other capacity

for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise and shall inure to

the benefit of his or her heirs, executors and administrators.

(iii)

The expenses of Indemnitees must be paid by the Corporation or through insurance purchased and maintained by the Corporation or through

other financial arrangements made by the Corporation, as such expenses are incurred and in advance of the final disposition of the Proceeding,

upon receipt of an undertaking by or on behalf of such Indemnitee to repay the amount if it is ultimately determined by a court of competent

jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an Indemnitee is successful on the

merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify

him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

A-2

(B)

To obtain indemnification under this Section 3, a claimant shall submit to the Corporation a written request, including therein

or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether

and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the

first sentence of this paragraph (B), a determination, if required by applicable law, with respect to the claimant’s entitlement

thereto shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request

is made by the claimant for a determination by Independent Counsel, (i) by the Board by a majority vote of the Disinterested Directors

(as hereinafter defined), even though less than a quorum, or (ii) by a committee of Disinterested Directors designated by majority vote

of the Disinterested Directors, even though less than a quorum, or (iii) if there are no Disinterested Directors or the Disinterested

Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the claimant, or

(iv) if a quorum of Disinterested Directors so directs, by the stockholders of the Corporation. If it is so determined that the claimant

is entitled to indemnification, payment to the claimant shall be made within 10 days after such determination.

(C)

If a claim under paragraph (A) of this Section 3 is not paid in full by the Corporation within 30 days after a written claim pursuant

to paragraph (B) of this Section 3 has been received by the Corporation, the claimant may at any time thereafter bring suit against

the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be

paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a

claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is

required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under

the laws of the State of Nevada for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such

defense shall be on the Corporation. Neither the failure of the Corporation (including the Disinterested Directors, Independent Counsel

or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper

in the circumstances because he has met the applicable standard of conduct set forth in the laws of the State of Nevada, nor an actual

determination by the Corporation (including the Disinterested Directors, Independent Counsel or stockholders) that the claimant has not

met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable

standard of conduct.

(D)

If a determination shall have been made pursuant to paragraph (B) of this Section 3 that the claimant is entitled to indemnification,

the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (C) of this Section

(E)

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (C) of this Section 3

that the procedures and presumptions of this Section 3 are not valid, binding and enforceable and shall stipulate in such proceeding

that the Corporation is bound by all the provisions of this Section 3.

(F)

The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred

in this Section 3 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute,

provision of the Articles of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise. No repeal

or modification of this Section 3 shall in any way diminish or adversely affect the rights of any director, officer, employee

or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

(G)

The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights

to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee

or agent of the Corporation to the fullest extent of the provisions of this Section 3 with respect to the indemnification and

advancement of expenses of directors and officers of the Corporation.

(H)

If any provision or provisions of this Section 3 shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

(1) the validity, legality and enforceability of the remaining provisions of this Section 3 (including, without limitation, each

portion of any paragraph of this Section 3 containing any such provision held to be invalid, illegal or unenforceable that is

not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest

extent possible, the provisions of this Section 3 (including, without limitation, each such portion of any paragraph of this Section

3 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.

(I)

Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person

that provide for indemnification greater than that provided in this Section 3.

A-3

(J)

For purposes of this Section 3:

(i)

“Disinterested Director” means a director of the Corporation who is not and was not a party to the matter in respect

of which indemnification is sought by the claimant.

(ii)

“Indemnitee” means each director, officer, agent or employee of the Corporation who was or is a party to, or is threatened

to be made a party to, or is otherwise involved in, any Proceeding (as defined below), by reason of the fact that he or she is or was

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

manager, agent or employee of, or in any other capacity for, another corporation, partnership, joint venture, limited liability company,

trust, or other enterprise.

(iii)

“Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, selected by the Disinterested

Directors, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional

conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to

determine the claimant’s rights under this Section 3.

(iv)

“Proceeding” means any threatened, pending, or completed action, suit or proceeding (including, without limitation,

an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative, or investigative.

(K)

Any notice, request or other communication required or permitted to be given to the Corporation under this Section 3 shall be

in writing and either delivered in person or sent by electronic mail, overnight mail or courier service, or certified or registered mail,

postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

(L)

The Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any Indemnitee for any liability

asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer or employee,

or arising out of his or her status as such, whether or not the Corporation has the authority to indemnify him or her against such liability

and expenses.

(M)

Any repeal or modification of this Section 3 approved by the Stockholders shall be prospective only, and shall not adversely affect

any limitation on the liability of a director or officer of the Corporation existing as of the time of such repeal or modification. In

the event of any conflict between this Section 3 and any other article of these Articles of Incorporation, the terms and provisions

of this Section 3 shall control.

Section

3.2 Limitation of Liability:

The

liability of the directors and officers of the Corporation for monetary damages shall be eliminated to the fullest extent permitted by

the NRS, including without limitation NRS 78.138, as the same exists or may hereafter be amended. If the NRS is hereafter amended to

further eliminate or limit the liability of directors or officers, then the liability of a director or officer 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

effective date of such amendment. No amendment, modification or repeal of this Section 3.2, nor the adoption of any provision of these

Articles of Incorporation inconsistent with this Section 3.2, shall adversely affect any right or protection of a director or officer

of the Corporation existing at the time of such amendment, modification, repeal or adoption with respect to acts or omissions occurring

prior thereto. The rights conferred by this Section 3.2 are in addition to, and not in limitation of, the rights conferred by Section

3.1.

A-4

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 19

v3.26.3

Cover

Sep. 16, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 16, 2026

Current Fiscal Year End Date

--09-30

Entity File Number

000-56812

Entity Registrant Name

Vertical

Data Inc.

Entity Central Index Key

0002033264

Entity Tax Identification Number

99-2841705

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1980

Festival Plaza Drive

Entity Address, Address Line Two

Suite 300

Entity Address, City or Town

Las

Vegas

Entity Address, State or Province

Entity Address, Postal Zip Code

89135

City Area Code

(888)

Local Phone Number

462-3453

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration