Spaceborne / SPACEBORNE

We believe in the profit of our shareholders. From the transporting of material goods to the securing of hostile star systems, there is little we will take on to accomplish that goal. With the strict guidelines that govern our practices, our staff of talented pilots, infantry combatants, and merchants can operate efficiently and effectively without the fear of making any mistakes. And no mistakes is important in a galaxy filled with hostile and unforgiving environments.

Lazarreto
BOD, Spaceborne

Articles of Incorporation.

1.0 The name of the corporation, hereby referred to as “the corporation”, is SPACEBORNE

2.0 The address of the registered office is REDACTED UNDER SUB SECTION XC7

3.0 The maximum number of board members shall not exceed 7.

3.1 This article cannot be amended without a super majority vote, of all board members and executives.

3.2 This article does not limit the number of executives, and is privy to change at this will of a Majority Board vote.

3.3 The CEO reserves the right of veto in all above matters of section 3.0 and all class of changes hereby described amendments.

4.0 The first directors are to be:

FLAVIO, ADDRESS AND ORIGIN REDACTED UNDER SECURITY SECTION AC4

Lazaretto, ADDRESS AND ORIGIN REDACTED UNDER SECURITY SECTION AC4

5.0 Restrictions, if any, on business the Corporation may carry on or on powers the corporation may exercise. The Corporation may not carry on business other than the practice of the profession, but for greater certainty and without restricting the business which the Corporation may carry on, the Corporation shall have the following objects:

5.1 to engage in every phase and aspect of rendering the same services to the Public, PMC, Faith, Syndicate, Organization, or general organization that a Professional of the Corporation, being a member in good standing, and regulated to act with as described by these articles, and under the mandate of the manifesto.

5.2 to purchase or otherwise acquire and to own, mortgage, pledge, sell, assign, transfer or otherwise dispose of, and to invest in, deal in and with, real and personal property necessary for the rendering of the services of a Professional;

5.3 to contract debts and borrow money, issue and sell or pledge bonds, debentures, notes and other evidences of indebtedness and execute such mortgages, transfers of corporate property or other instruments to secure the payment of corporate indebtedness as required; and

5.4 to enter into partnership, consolidate or merge with or purchase the assets of another corporation, a partnership or individual rendering the same professional services, with out the express permission of an authority of the corroborating branch of the corporation.

6.0 The classes and any maximum number of shares that the corporation is authorized to issue:
The Corporation is authorized to issue ten classes of shares: Class A, Voting Common Shares; Class B Non-voting Common Shares; Class C Preferred Shares; Class D Preferred Shares; The shares of each class may be issued in unlimited numbers, for unlimited consideration.

6.1 Any action that is to amend the amount of outstanding shares, or is to result in the dilution of a preference share shall require a super majority board vote.

7.0 Rights, privileges, restrictions and conditions attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series as set forth in Schedule “|” attached hereto.

8.0 The issue, transfer or ownership of shares is restricted and the restrictions (if any) are as set out in Schedule “II” attached hereto.

9.0 Other provisions, (if any) as set forth in Schedule “|||” attached hereto.

Schedule 1: Share Rights

The corporation can issue an unlimited number of Class A shares and an unlimited number of Class B shares with the rights, privileges, restrictions and conditions set out in Schedule 1.

The holders of Class A shares are:

entitled to vote at all meetings of shareholders except meetings at which only holders of a specified class of shares are entitled to vote; entitled to receive the remaining property of the corporation upon dissolution; and entitled, subject to the rights and privileges attaching to the Class B shares, to receive dividends as and when declared by the board of directors of the Corporation.

The holders of Class B shares are:

entitled to a dividend as fixed by the board of directors; and; entitled, upon the dissolution or liquidation of the corporation, to repayment of the amount paid for such shares (plus any declared and unpaid dividends) in priority to the Class A shares, but they shall not confer a right to any further participation in profits or assets.

The holders of Class B shares shall not be entitled to vote at meetings of the shareholders except as otherwise specifically provided for by the terms of the Canada Business Corporations Act.

Schedule 2: Restrictions on Share Transfers

The right to transfer shares of the Corporation shall be restricted in that no shareholder shall be entitled to transfer any share or shares of the Corporation without the approval of:

the directors of the Corporation expressed by resolution passed by the votes cast by a majority of the directors of the Corporation at a meeting of the board of directors or signed by all of the directors of the Corporation; or the shareholders of the Corporation expressed by resolution passed by the votes cast by a majority of the shareholders who voted in respect of the resolution or signed by all shareholders entitled to vote on that resolution.

Schedule 3: Other Provisions

The corporation’s securities, other than nonconvertible debt securities, shall not be transferred without either: the sanction of a majority of the directors of the corporation, or the sanction of a majority of the shareholders of the corporation, or alternatively if applicable, the restriction contained in security holders’ agreements. If authorized by by-law which is duly made by the directors and confirmed by ordinary resolution of the shareholders, the directors of the corporation may from time to time: borrow money upon the credit of the corporation; issue, reissue, sell or pledge debt obligations of the corporation; and mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired to secure any debt obligation of the corporation. Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law. Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation. The directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual general meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual general meeting of shareholders.

Edited:
FLAVIO
BOD, Spaceborne