Certificate of Incorporation
of
World Scan Project, Inc.
(Pursuant to Section 102 of the Delaware General Corporation Law)
1.The name of the corporation is World Scan Project, Inc. (the "Corporation").
2. The address of its registered office in the State of Delaware is 16192 Coastal Highway, Lewes Delaware, 19958, County of Sussex. Thename of its registered agent at such address is Harvard Business Services, Inc.
3.The nature of the business or purposes to be conducted or promoted is toengage in any lawful act or activity for which corporations may be organized under theGeneral Corporation Law of Delaware (the "DGCL").
4.The Corporation is to have perpetual existence.
5.The total number of shares of capital stock which the Corporation shall have authority to issue is: four hundred million (400,000,000). These shares shall be divided into two classes with two hundred million (200,000,000) shares designated as common stock at $0.0001 par value (the "Common Stock") and two hundred million (200,000,000) shares designated as preferred stock at $0.0001 par value (the "Preferred Stock").
The Preferred Stock of the Corporation shall be issuable by authority of the Board of Director(s) of the Corporation in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Corporation may determine, from time to time. The authority of the Board of Directors with respect to each class or series shall include all designation rights conferred by the DGCL upon directors, including, but not limited to, determination of the following:
(a) The number of shares constituting of that class or series andthe distinctive designation of that class or series;
(b) The dividend rate on the share of that class or series,whether dividends shall be cumulative, and, if so, from which date or dates, and therelative rights or priorities, if any, of payment of dividends on shares of that class orseries;
(c)Whether the shares of that class or series shall haveconversion privileges, and, if so, the terms and conditions of such privileges, includingprovision for adjustment of conversion rate(s) in relation to such events as the Board ofDirectors shall determine;
(d)Whether the shares of that class or series shall beredeemable, and, if so, the terms and conditions of such redemption, including the date ordates upon or after which amount they shall be redeemable, and the amount per sharepayable in case of redemption, which amount may vary under different conditions and atdifferent redemption dates;
(e)Whether there shall be a sinking fund for the redemption orpurchase of shares of that class or series, and, if so, the terms and amount of such sinkingfund;
(f)The rights of the shares of that class or series in the eventof voluntary or involuntary liquidation, dissolution or winding up of the Corporation, andthe relative rights of priority, if any, of payment of shares of that class or series; and
(g) Any other relative rights, preferences and limitations of that class or series now or hereafter permitted by law.
Holders of shares of Common Stock shall be entitled to cast one vote for each share heldat all stockholders' meetings for all purposes, including the election of directors. TheCommon Stock does not have cumulative voting rights.
No holder of shares of stock of any class or series shall be entitled as a matter of right tosubscribe for or purchase or receive any part of any new or additional issue of shares ofstock of any class or series, or of securities convertible into shares of stock of any class orseries, whether now hereafter authorized or whether issued for money, for considerationother than money, or by way of dividend.
One hundred million (100,000,000) of the authorized shares of Preferred Stock are hereby designated “Series A Preferred Stock”. The rights, preferences, privileges, restrictions and other matters relating to the Series A Preferred Stock are as follows:
(a) Each share of Series A Preferred Stock shall have no voting right;
(b) Each shareholder of Series A Preferred Stock shall have conversion privilege to other class or series of the Corporation’s stock.
6. In furtherance and not in limitation of the powers conferred by the laws ofthe State of Delaware, the Board of Directors of the Corporation shall have the power toadopt, amend or repeal the by-laws of the Corporation.
7.No director shall be personally liable to the Corporation or its stockholdersfor monetary damages for any breach of fiduciary duty by such director as a director.Notwithstanding the foregoing sentence, a director shall be liable to the extent providedby applicable law, (i) for breach of the director's duty of loyalty to the Corporation or itsstockholders, (ii) for acts or omissions not in good faith or which involve intentionalmisconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. Ifthe DGCL hereafter is amended to authorize the further elimination or limitation of theliability of directors, then the liability of a director of the Corporation, in addition to thelimitation on personal liability provided herein, shall be limited to the fullest extentpermitted by the amended DGCL. Neither any amendment to or repeal of this Article 7,nor the adoption of any provision hereof inconsistent with this Article 7, shall adversely affect any right or protection of any director of the Corporation existing at the time of, orincrease the liability or alleged liability of any director of the Corporation for or withrespect to any acts or omissions of such director occurring prior to or at the time of suchamendment.
8. The Corporation shall indemnify, to the fullest extent permitted by Section145 of the DGCL,asamended from time to time, each person that such section grants theCorporation the power to indemnify.
9.The election of directors need not be by written ballot unless the by-lawsof the Corporation shall so provide.
10. The name and mailing address of the incorporator is Ryohei Uetaki, 3-1-17-505, Higashi, Shibuya-ku, Tokyo 150-0011, Japan.
I, The Undersigned,for the purpose of forming a corporation under the laws of the State of Delaware, do make file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 25th day of October, 2019.
By: /s/ Ryohei Uetaki
(Incorporator)
Name:Ryohei Uetaki
