January 22, 2016
Robert F. Licopoli
CEO
360 Sports, Inc.
244 5th Avenue, Suite R260
New York, NY 10001
Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure
United States Securities and Exchange Commission
Mail Stop 3561
Washington, D.C. 20549
RE:
SEC Comment Letter
Dated January 20th, 2016
CIK No. 0001652577
Mr. Dobbie,
This letter is in response to the SEC comments letter we received from Ada D. Sarmento by email on Wednesday, January 20th at 4:57 PM EST. Our response is as follows:
Part F/S
1. We have replaced the hyperlinks with an Edgar compliant financial table for each of the broken links.
Legality Opinion
1. The reference to units have been revised and are now correctly referred to as shares in both the Offering Statement and the legal opinion letter.
Exhibits
2. All completed exhibits have been submitted and reordered in order to be consistent with the numbering structure in PART III Item 17 Description of Exhibits. All applicable exhibits will be filed by amendment as they are completed.
Please contact me for any questions at (646) 477-6733. Thank You.
Robert F. Licopoli
CORPORATE BYLAWS
OF
360 SPORTS, INC.
ARTICLE I 4
CORPORATE OFFICES 4
1.1 Offices 4
ARTICLE II 4
MEETINGS OF STOCKHOLDERS 4
2.1 Place of Meetings 4
2.2 Annual Meeting 4
2.3 Special Meeting 4
2.4 Notice Of Stockholders' Meetings 5
2.5 Manner Of Giving Notice; Affidavit Of Notice 5
2.6 Quorum 5
2.7 Adjourned Meeting; Notice 6
2.8 Organization; Conduct of Business 6
2.9 Voting 6
2.10 Waiver Of Notice 7
2.11 Stockholder Action By Written Consent Without A Meeting 7
2.12 Record Date For Stockholder Notice; Voting; Giving Consents 8
2.13 Proxies 9
ARTICLE III 9
DIRECTORS 9
3.1 Powers 9
3.2 Number Of Directors 9
3.3 Election, Qualification And Term Of Office Of Directors 9
3.4 Resignation And Vacancies 10
3.5 Place Of Meetings; Meetings By Telephone 11
3.6 Regular Meetings 11
3.7 Special Meetings; Notice 11
3.8 Quorum 11
3.9 Waiver Of Notice 12
3.10 Board Action By Written Consent Without A Meeting 12
3.11 Fees And Compensation Of Directors 13
3.12 Approval Of Loans To Officers 13
3.13 Removal Of Directors 13
3.14 Chairman Of The Board Of Directors 13
ARTICLE IV 14
COMMITTEES 14
4.1 Committees Of Directors 14
4.2 Committee Minutes 14
4.3 Meetings And Action Of Committees 14
ARTICLE V 15
OFFICERS 15
5.1 Officers 15
5.2 Appointment Of Officers 15
5.3 Subordinate Officers 15
5.4 Removal And Resignation Of Officers 15
5.5 Vacancies In Offices 16
5.6 Chief Executive Officer 16
5.7 President 16
5.8 Vice Presidents 16
5.9 Secretary 17
5.10 Chief Financial Officer 17
5.11 Treasurer 18
5.12 Representation Of Shares Of Other Corporations 18
5.13 Authority And Duties Of Officers 18
ARTICLE VI 19
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS 19
6.1 Indemnification Of Directors And Officers ' Limitation of Liability 19
6.2 Indemnification Of Directors, Officers, and Covered Persons 19
6.3 Indemnity Not Exclusive 19
6.4 Insurance 20
6.5 Conflicts 20
ARTICLE VII 20
RECORDS AND REPORTS 20
7.1 Maintenance And Inspection Of Records 20
7.2 Inspection By Directors 21
ARTICLE VIII 21
GENERAL MATTERS 21
8.1 Checks 21
8.2 Execution Of Corporate Contracts And Instruments 22
8.3 Adoption Of Corporate Policies 22
8.4 Stock Certificates and Notices; Uncertificated Stock; Partly Paid Shares 22
8.5 Special Designation On Certificates and Notices of Issuance 23
8.6 Lost Certificates 23
8.7 Construction; Definitions 23
8.8 Dividends 24
8.9 Fiscal Year 24
8.10 Transfer Restrictions 24
8.11 Transfer Of Stock 25
8.12 Stock Transfer Agreements 25
8.13 Stockholders of Record 25
8.14 Facsimile or Electronic Signature 25
ARTICLE IX 26
AMENDMENTS 26
CERTIFICATE OF ADOPTION OF BYLAWS OF 360 SPORTS, INC. 27
ADOPTION BY INCORPORATOR 27
CERTIFICATE BY SECRETARY OF ADOPTION BY INCORPORATOR 27
ARTICLE I
CORPORATE OFFICES
1.1 Offices
In addition to the registered office of 360 Sports, Inc. ("corporation") as set forth in the corporation's
Certificate of Incorporation, the Board of Directors may at any time establish other offices at any place
or places where the corporation is qualified to do business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
2.1 Place of Meetings
Meetings of stockholders shall be held at any place, within or outside the state of Delaware, designated
by the Board of Directors. In the absence of any such designation, stockholders' meetings shall be held
at the registered office of the corporation.
2.2 Annual Meeting
The annual meeting of stockholders shall be held on such date, time and place, either within or without
the state of Delaware, as may be designated by resolution of the Board of Directors each year. At the
meeting, directors shall be elected and any other proper business may be transacted.
2.3 Special Meeting
A special meeting of the stockholders may be called at any time by the Board of Directors, the chairman
of the board, the chief executive officer, the president or by one or more stockholders holding shares in
the aggregate entitled to cast not less than 10% of the votes at that meeting.
If a special meeting is called by any person or persons other than the Board of Directors, the chairman of
the board, the chief executive officer or the president, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by email, fax, telegraphic or other facsimile or
electronic transmission to the chairman of the board, the chief executive officer, the president or the
secretary of the corporation. No business may be transacted at such special meeting otherwise than
specified in such notice. The officer receiving the request shall cause notice to be promptly given to the
stockholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of this Article II,
that a meeting will be held at the time requested by the person or persons calling the meeting, not less
than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days
after the receipt of the request, the person or persons requesting the meeting may give the notice.
Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting
the time when a meeting of stockholders called by action of the Board of Directors may be held.
2.4 Notice Of Stockholders' Meetings
All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in
accordance with Section 2.5 of these bylaws not less than 10 nor more than 60 days before the date of
the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place (if
any), date and hour of the meeting, and in the case of a special meeting, the purpose or purposes for
which the meeting is called.
2.5 Manner Of Giving Notice; Affidavit Of Notice
Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the
corporation. Without limiting the manner by which notice otherwise may be given effectively to
stockholders, any notice to stockholders may be given by electronic mail or other electronic
transmission, in the manner provided in Section 232 of the Delaware General Corporation Law. An
affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the
notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
2.6 Quorum
The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders
for the transaction of business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum is not present or represented at any meeting of the
stockholders, then either (a) the chairman of the meeting or (b) holders of a majority of the shares of
stock entitled to vote who are present, in person or by proxy, shall have power to adjourn the meeting
to another place (if any), date or time.
2.7 Adjourned Meeting; Notice
When a meeting is adjourned to another place (if any), date or time, unless these bylaws otherwise
require, notice need not be given of the adjourned meeting if the time and place (if any), thereof and
the means of remote communications (if any) by which stockholders and proxyholders may be deemed
to be present and vote at such adjourned meeting, are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact any business that might
have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, notice of the place (if any), date
and time of the adjourned meeting and the means of remote communications (if any) by which
stockholders and proxy holders may be deemed to be present in person and vote at such adjourned
meeting shall be given to each stockholder of record entitled to vote at the meeting.
2.8 Organization; Conduct of Business
Such person as the Board of Directors may have designated or, in the absence of such a person, the
chief executive officer, or in his or her absence, the president or, in his or her absence, such person as
may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or
by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the
absence of the secretary of the corporation, the secretary of the meeting shall be such person as the
chairman of the meeting appoints.
The chairman of any meeting of stockholders shall determine the order of business and the procedure at
the meeting, including the manner of voting and the conduct of business. The date and time of opening
and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be
announced at the meeting.
2.9 Voting
The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with
the provisions of Section 2.12 of these bylaws, subject to the provisions of Sections 217 and 218 of the
General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners
of stock and to voting trusts and other voting agreements).
Except as may be otherwise provided in the certificate of incorporation, each stockholder shall be
entitled to one vote for each share of capital stock held by such stockholder. All elections shall be
determined by a plurality of the votes cast, and except as otherwise required by law, all other matters
shall be determined by a majority of the votes cast affirmatively or negatively.
2.10 Waiver Of Notice
Whenever notice is required to be given under any provision of the General Corporation Law of
Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the
person entitled to notice, or waiver by electronic mail or other electronic transmission by such person,
whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends
a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified
in any written waiver of notice, or any waiver of notice by electronic transmission, unless so required by
the certificate of incorporation or these bylaws.
2.11 Stockholder Action By Written Consent Without A Meeting
Unless otherwise provided in the certificate of incorporation, any action required to be taken at any
annual or special meeting of stockholders of the corporation, or any action that may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting, without prior notice,
and without a vote if a consent in writing, setting forth the action so taken, is (a) signed by the holders
of outstanding stock having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote thereon were present and
voted, and (b) delivered to the corporation in accordance with Section 228(a) of the Delaware General
Corporation Law.
Every written consent shall bear the date of signature of each stockholder who signs the consent and no
written consent shall be effective to take the corporate action referred to therein unless, within 60 days
of the date the earliest dated consent is delivered to the corporation, a written consent or consents
signed by a sufficient number of holders to take action are delivered to the corporation in the manner
prescribed in this Section. A telegram, cablegram, electronic mail or other electronic transmission
consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or
persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and
dated for purposes of this Section to the extent permitted by law. Any such consent shall be delivered
in accordance with Section 228(d)(1) of the Delaware General Corporation Law.
Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in
lieu of the original writing for any and all purposes for which the original writing could be used, provided
that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original
writing.
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing (including by electronic
mail or other electronic transmission as permitted by law). If the action which is consented to is such as
would have required the filing of a certificate under any section of the General Corporation Law of
Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate
filed under such section shall state, in lieu of any statement required by such section concerning any
vote of stockholders, that written notice and written consent have been given as provided in Section
228 of the General Corporation Law of Delaware.
2.12 Record Date For Stockholder Notice; Voting; Giving Consents
In order that the corporation may determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action
in writing without a meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such
meeting, nor more than 60 days prior to any other action.
If the Board of Directors does not so fix a record date:
(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the day on which the meeting
is held.
(b) The record date for determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on
which the first written consent (including consent by electronic mail or other electronic transmission as
permitted by law) is delivered to the corporation.
(c) The record date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution relating thereto.
A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting, if such adjournment is for 30 days or less; provided,
however, that the Board of Directors may fix a new record date for the adjourned meeting.
2.13 Proxies
Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize another person or persons to act for such
stockholder by an instrument in writing or by an electronic transmission permitted by law filed with the
secretary of the corporation, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder's
name is placed on the proxy (whether by manual signature, typewriting, facsimile, electronic or
telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney-in-fact. The
revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of
Section 212(e) of the General Corporation Law of Delaware.
ARTICLE III
DIRECTORS
3.1 Powers
Subject to the provisions of the General Corporation Law of Delaware and any limitations in the
certificate of incorporation or these bylaws relating to action required to be approved by the
stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the Board of Directors.
3.2 Number Of Directors
Upon the adoption of these bylaws, the number of directors constituting the entire Board of Directors
shall be seven. Thereafter, this number may be changed by a resolution of the Board of Directors or of
the stockholders, subject to Section 3.4 of these bylaws. No reduction of the authorized number of
directors shall have the effect of removing any director before such director's term of office expires.
3.3 Election, Qualification And Term Of Office Of Directors
Except as provided in Section 3.4 of these bylaws, and unless otherwise provided in the certificate of
incorporation, directors shall be elected at the annual meeting of stockholders. All directors shall be
elected to serve three-year staggered terms, and each term of office shall be considered to begin
January 1 and end December 31 of the third year in office. Each director, including a director elected to
fill a vacancy, shall hold office until his or her successor is elected and qualified or until his or her earlier
resignation or removal.
Directors need not be stockholders unless so required by the certificate of incorporation or these
bylaws, wherein other qualifications for directors may be prescribed.
Unless otherwise specified in the certificate of incorporation, elections of directors need not be by
written ballot.
3.4 Resignation And Vacancies
Any director may resign at any time upon written notice to the attention of the Secretary of the
corporation. Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of the Delaware General
Corporation Law, any vacancy, including newly created directorships resulting from any increase in the
authorized number of directors or amendment of the certificate of incorporation, and vacancies created
by removal or resignation of a director, may be filled by a majority of the directors then in office
(including any directors that have tendered a resignation effective at a future date), though less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify, unless sooner displaced;
provided, however, that where such vacancy occurs among the directors elected by the holders of a
class or series of stock, the holders of shares of such class or series may override the Board of Directors'
action to fill such vacancy by (i) voting for their own designee to fill such vacancy at a meeting of the
Corporation's stockholders or (ii) written consent, if the consenting stockholders hold a sufficient
number of shares to elect their designee at a meeting of the stockholders.
If at any time, by reason of death or resignation or other cause, the corporation should have no
directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian
of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a
stockholder, may call a special meeting of stockholders in accordance with the provisions of the
certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree
summarily ordering an election as provided in Section 211 of the General Corporation Law of Delaware.
If, at the time of filling any vacancy or any newly created directorship, the directors then in office
constitute less than a majority of the whole board (as constituted immediately prior to any such
increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding
at least 10% of the total number of the shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in office as aforesaid, which
election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware
as far as applicable.
3.5 Place Of Meetings; Meetings By Telephone
The Board of Directors of the corporation may hold meetings, both regular and special, either within or
outside the state of Delaware.
Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may participate in a meeting of the
Board of Directors, or any committee, by means of conference telephone or other communications
equipment 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 the meeting.
3.6 Regular Meetings
Regular meetings of the Board of Directors may be held without notice at such time and at such place as
shall from time to time be determined by the board.
3.7 Special Meetings; Notice
Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the
chairman of the board, the chief executive officer, the president, the secretary or any two directors.
Notice of the time and place of special meetings shall be delivered personally or by telephone to each
director or sent by first-class mail, facsimile, electronic transmission, or telegram, charges prepaid,
addressed to each director at that director's address as it is shown on the records of the corporation. If
the notice is mailed, it shall be deposited in the United States mail at least 4 days before the time of the
holding of the meeting. If the notice is delivered personally or by facsimile, electronic transmission,
telephone or telegram, it shall be delivered at least 24 hours before the time of the holding of the
meeting. Any oral notice given personally or by telephone may be communicated either to the director
or to a person at the office of the director who the person giving the notice has reason to believe will
promptly communicate it to the director. The notice need not specify the purpose of the meeting. The
notice need not specify the place of the meeting, if the meeting is to be held at the principal executive
office of the corporation. Unless otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.
3.8 Quorum
At all meetings of the Board of Directors, a majority of the total number of active directors then in office
(but in no case less than 1/3 of the total number of authorized directors) shall constitute a quorum for
the transaction of business and the act of a majority of the directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of
the Board of Directors, then the directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is present.
A meeting at which a quorum is initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for
that meeting.
3.9 Waiver Of Notice
Whenever notice is required to be given under any provision of the General Corporation Law of
Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the
person entitled to notice, or waiver by electronic mail or other electronic transmission by such person,
whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends
a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a
committee of directors, need be specified in any written waiver of notice unless so required by the
certificate of incorporation or these bylaws.
3.10 Board Action By Written Consent Without A Meeting
Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting if all members of the board or committee, as the case may be, consent thereto
in writing or by electronic transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the board or committee. Such filing shall be
in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes
are maintained in electronic form.
Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in
lieu of the original writing for any and all purposes for which the original writing could be used, provided
that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original
writing.
3.11 Fees And Compensation Of Directors
Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors
shall have the authority to fix the compensation of directors. No such compensation shall preclude any
director from serving the corporation in any other capacity and receiving compensation therefor.
3.12 Approval Of Loans To Officers
The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or
other employee of the corporation or of its subsidiary, including any officer or employee who is a
director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan,
guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or
other assistance may be with or without interest and may be unsecured, or secured in such manner as
the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the
corporation. Nothing in this section shall be deemed to deny, limit or restrict the powers of guaranty or
warranty of the corporation at common law or under any statute.
3.13 Removal Of Directors
Unless otherwise restricted by statute, by the certificate of incorporation or by these bylaws, any
director or the entire Board of Directors may be removed, with or without cause, by, and only by, the
affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director
or directors, given either at a special meeting of such stockholders duly called for that purpose or
pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the
holders of that class or series of stock represented at the meeting or pursuant to written consent;
provided, however, that if the stockholders of the corporation are entitled to cumulative voting, if less
than the entire Board of Directors is to be removed, no director may be removed without cause if the
votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election
of the entire Board of Directors.
No reduction of the authorized number of directors shall have the effect of removing any director prior
to the expiration of such director's term of office.
3.14 Chairman Of The Board Of Directors
The corporation may also have, at the discretion of the Board of Directors, a chairman of the Board of
Directors who shall not be considered an officer of the corporation.
ARTICLE IV
COMMITTEES
4.1 Committees Of Directors
The Board of Directors may designate one or more committees, each committee to consist of one or
more of the directors of the corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at any meeting of the
committee. Designated committees shall serve as functional teams that conduct research, deliberate
matters of interest to the corporation, and perform tasks in an effort to increase the efficiency of the
Board of Directors by making specific recommendations for Board action.
4.2 Committee Minutes
Each committee shall keep regular minutes of its meetings and report the same to the Board of
Directors when required and in the required format.
4.3 Meetings And Action Of Committees
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the
provisions of Section 3.5 (place of meetings and meetings by telephone), Section 3.6 (regular meetings),
Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), and
Section 3.10 (action without a meeting) of these bylaws, with such changes in the context of such
provisions as are necessary to substitute the committee and its members for the Board of Directors and
its members; provided, however, that the time of regular meetings of committees may be determined
either by resolution of the Board of Directors or by resolution of the committee, that special meetings of
committees may also be called by resolution of the Board of Directors and that notice of special
meetings of committees shall also be given to all alternate members, who shall have the right to attend
all meetings of the committee. The Board of Directors may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.
ARTICLE V
OFFICERS
5.1 Officers
The officers of the corporation shall be a president and a secretary. The corporation may also have, at
the discretion of the Board of Directors, a chief executive officer, a chief financial officer, a treasurer,
one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and
any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these
bylaws. Any number of offices may be held by the same person.
5.2 Appointment Of Officers
The officers of the corporation, except such officers as may be appointed in accordance with the
provisions of Sections 5.3 or 5.5 of these bylaws, shall be appointed by the Board of Directors, subject to
the rights (if any) of an officer under any contract of employment.
5.3 Subordinate Officers
The Board of Directors may appoint, or empower the chief executive officer or the president to appoint,
such other officers and agents as the business of the corporation may require, each of whom shall hold
office for such period, have such authority, and perform such duties as are provided in these bylaws or
as the Board of Directors may from time to time determine.
5.4 Removal And Resignation Of Officers
Subject to the rights (if any) of an officer under any contract of employment, any officer may be
removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors
at any regular or special meeting of the board or, except in the case of an officer chosen by the Board of
Directors, by any officer upon whom the power of removal is conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take
effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights (if any) of the corporation under any
contract to which the officer is a party.
5.5 Vacancies In Offices
Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.
5.6 Chief Executive Officer
Subject to such supervisory powers (if any) as may be given by the Board of Directors to the chairman of
the board (if any), the chief executive officer of the corporation (if such an officer is appointed) shall,
subject to the control of the Board of Directors, have general supervision, direction, and control of the
business and the officers of the corporation and shall have the general powers and duties of
management usually vested in the office of chief executive officer of a corporation and shall have such
other powers and duties as may be prescribed by the Board of Directors or these bylaws.
The person serving as chief executive officer shall also be the acting president of the corporation
whenever no other person is then serving in such capacity.
5.7 President
Subject to such supervisory powers (if any) as may be given by the Board of Directors to the chairman of
the board (if any) or the chief executive officer, the president shall have general supervision, direction,
and control of the business and other officers of the corporation. He or she shall have the general
powers and duties of management usually vested in the office of president of a corporation and such
other powers and duties as may be prescribed by the Board of Directors or these bylaws.
The person serving as president shall also be the acting chief executive officer, secretary or treasurer of
the corporation, as applicable, whenever no other person is then serving in such capacity.
5.8 Vice Presidents
In the absence or disability of the chief executive officer and president, the vice presidents (if any) in
order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the
Board of Directors, shall perform all the duties of the president and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such
other powers and perform such other duties as from time to time may be prescribed for them
respectively by the Board of Directors, these bylaws, the president or the chairman of the board.
5.9 Secretary
The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such
other place as the Board of Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders. The minutes shall show the time and place of each
meeting, the names of those present at directors' meetings or committee meetings, the number of
shares present or represented at stockholders' meetings, and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at
the office of the corporation's transfer agent or registrar, as determined by resolution of the Board of
Directors, a share register, or a duplicate share register, showing the names of all stockholders and their
addresses, the number and classes of shares held by each, the number and date of certificates (if any)
evidencing such shares, and the number and date of cancellation of every certificate (if any) surrendered
for cancellation.
The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board
of Directors required to be given by law or by these bylaws. He or she shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or by these bylaws.
5.10 Chief Financial Officer
The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained
earnings and shares. The books of account shall at all reasonable times be open to inspection by any
member of the Board of Directors.
The chief financial officer shall render to the chief executive officer, the president, or the Board of
Directors, upon request, an account of all his or her transactions as chief financial officer and of the
financial condition of the corporation. He or she shall have the general powers and duties usually
vested in the office of chief financial officer of a corporation and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or these bylaws.
The person serving as the chief financial officer shall also be the acting treasurer of the corporation
whenever no other person is then serving in such capacity. Subject to such supervisory powers (if any)
as may be given by the Board of Directors to another officer of the corporation, the chief financial
officer shall supervise and direct the responsibilities of the treasurer whenever someone other than the
chief financial officer is serving as treasurer of the corporation.
5.11 Treasurer
The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books
and records with respect to all bank accounts, deposit accounts, cash management accounts and other
investment accounts of the corporation. The books of account shall at all reasonable times be open to
inspection by any member of the Board of Directors.
The treasurer shall deposit, or cause to be deposited, all moneys and other valuables in the name and to
the credit of the corporation with such depositories as may be designated by the Board of Directors. He
or she shall disburse the funds of the corporation as may be ordered by the Board of Directors and shall
render to the chief financial officer, the chief executive officer, the president or the Board of Directors,
upon request, an account of all his or her transactions as treasurer. He or she shall have the general
powers and duties usually vested in the office of treasurer of a corporation and shall have such other
powers and perform such other duties as may be prescribed by the Board of Directors or these bylaws.
The person serving as the treasurer shall also be the acting chief financial officer of the corporation
whenever no other person is then serving in such capacity.
5.12 Representation Of Shares Of Other Corporations
The chairman of the board, the chief executive officer, the president, any vice president, the chief
financial officer, the secretary or assistant secretary of this corporation, or any other person authorized
by the Board of Directors or the chief executive officer or the president or a vice president, is authorized
to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of
any other corporation or corporations standing in the name of this corporation. The authority granted
herein may be exercised either by such person directly or by any other person authorized to do so by
proxy or power of attorney duly executed by the person having such authority.
5.13 Authority And Duties Of Officers
In addition to the foregoing authority and duties, all officers of the corporation shall respectively have
such authority and perform such duties in the management of the business of the corporation as may be
designated from time to time by the Board of Directors or the stockholders.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
6.1 Indemnification Of Directors And Officers ' Limitation of Liability
To the fullest extent permitted by law, a director or officer of the corporation shall not be personally
liable to the corporation or to its stockholders for monetary damages for any breach of fiduciary duty as
a director or officer. No amendment to, modification of or repeal of this paragraph shall apply to or have
any effect on the liability or alleged liability of any director of the corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment.
6.2 Indemnification Of Directors, Officers, and Covered Persons
The corporation shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted
by applicable law as it presently exists or may hereafter be amended, any person (a "Covered Person")
who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the
fact that he or she, or a person for whom he or she is the legal representative, is or was a director or
officer of the corporation or, while a director or officer of the corporation, is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees)
reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims
for indemnification (following the final disposition of such Proceeding) or advancement of expenses not
paid in full, the corporation shall be required to indemnify a Covered Person in connection with a
Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such
Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the board of
directors of the corporation. Any amendment, repeal or modification of this paragraph shall not
adversely affect any right or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.
6.3 Indemnity Not Exclusive
The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any Bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in an official capacity and as to action in
another capacity while holding such office, to the extent that such additional rights to indemnification
are authorized in the certificate of incorporation
6.4 Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him or her in any such
capacity, or arising out of his or her status as such, whether or not the corporation would have the
power to indemnify him or her against such liability under the provisions of the General Corporation Law
of Delaware.
6.5 Conflicts
No indemnification or advance shall be made under this Article VI, except where such indemnification or
advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in
any circumstance where it appears:
(a) That it would be inconsistent with a provision of the certificate of incorporation, these bylaws, a
resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause
of the action asserted in the proceeding in which the expenses were incurred or other amounts were
paid, which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly imposed by a court in approving a
settlement.
ARTICLE VII
RECORDS AND REPORTS
7.1 Maintenance And Inspection Of Records
The corporation shall, either at its principal executive offices or at such place or places as designated by
the Board of Directors, keep a record of its stockholders listing their names and addresses and the
number and class of shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, and other records.
Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under
oath stating the purpose thereof, have the right during the usual hours for business to inspect for any
proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records
and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to
such person's interest as a stockholder. In every instance where an attorney or other agent is the
person who seeks the right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the corporation at its registered office in
Delaware or at its principal place of business.
A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical
order for each class of stock and showing the address of each such stockholder and the number of
shares registered in each such stockholder's name, shall be open to the examination of any such
stockholder for a period of at least 10 days prior to the meeting in the manner provided by law. The
stock list shall also be open to the examination of any stockholder during the whole time of the meeting
as provided by law. This list shall presumptively determine the identity of the stockholders entitled to
vote at the meeting and the number of shares held by each of them.
7.2 Inspection By Directors
Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders, and
its other books and records for a purpose reasonably related to his or her position as a director. The
Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is
entitled to the inspection sought. The Court may summarily order the corporation to permit the
director to inspect any and all books and records, the stock ledger, and the stock list and to make copies
or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court may deem just and
proper.
ARTICLE VIII
GENERAL MATTERS
8.1 Checks
From time to time, the Board of Directors shall determine by resolution which person or persons may
sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of
indebtedness that are issued in the name of or payable to the corporation, and only the persons so
authorized shall sign or endorse those instruments.
8.2 Execution Of Corporate Contracts And Instruments
The Board of Directors, except as otherwise provided in these bylaws, may authorize any officer or
officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on
behalf of the corporation; such authority may be general or confined to specific instances. Unless so
authorized or ratified by the Board of Directors or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or for any amount.
8.3 Adoption Of Corporate Policies
The Board of Directors shall adopt policies, as needed, in an effort to ensure the operational and
financial well-being of the corporation and its employees.
8.4 Stock Certificates and Notices; Uncertificated Stock; Partly Paid Shares
The shares of the corporation may be certificated or uncertificated, as provided under Delaware law,
and shall be entered in the books of the corporation and recorded as they are issued. Any or all of the
signatures on any certificate may be a facsimile or electronic signature. In case any officer, transfer
agent or registrar who has signed or whose facsimile or electronic signature has been placed upon a
certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he or she were such officer, transfer agent
or registrar at the date of issue.
Within a reasonable time after the issuance or transfer of uncertificated stock and upon the request of a
stockholder, the corporation shall send to the record owner thereof a written notice that shall set forth
the name of the corporation, that the corporation is organized under the laws of Delaware, the name of
the stockholder, the number and class (and the designation of the series, if any) of the shares, and any
restrictions on the transfer or registration of such shares of stock imposed by the corporation's
certificate of incorporation, these bylaws, any agreement among stockholders or any agreement
between stockholders and the corporation.
The corporation may issue the whole or any part of its shares as partly paid and subject to call for the
remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate (if
any) issued to represent any such partly paid shares, or upon the books and records of the corporation
in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor
and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares,
the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.
8.5 Special Designation On Certificates and Notices of Issuance
If the corporation is authorized to issue more than one class of stock or more than one series of any
class, then the powers, the designations, the preferences, and the relative, participating, optional or
other special rights of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back
of the certificate that the corporation shall issue to represent such class or series of stock or the notice
of issuance to the record owner of uncertificated stock; provided, however, that, except as otherwise
provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements there may be set forth on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock or the notice of issuance to the record owner of
uncertificated stock, or the purchase agreement for such stock a statement that the corporation will
furnish without charge to each stockholder who so requests the powers, the designations, the
preferences, and the relative, participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
8.6 Lost Certificates
Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a
previously issued certificate unless the latter is surrendered to the corporation and cancelled at the
same time. The corporation may issue a new certificate of stock or notice of uncertificated stock in the
place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the
corporation may require the owner of the lost, stolen or destroyed certificate, or the owner's legal
representative, to give the corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance
of such new certificate or uncertificated shares.
8.7 Construction; Definitions
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in
the Delaware General Corporation Law shall govern the construction of these bylaws. Without limiting
the generality of this provision, the singular number includes the plural, the plural number includes the
singular, and the term 'person' includes both a corporation and a natural person.
8.8 Dividends
The directors of the corporation, subject to any restrictions contained in (a) the General Corporation
Law of Delaware or (b) the certificate of incorporation, may declare and pay dividends upon the shares
of its stock. Dividends may be paid in cash, in property, or in shares of the corporation's stock.
The directors of the corporation may set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such
purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property
of the corporation, and meeting contingencies.
8.9 Fiscal Year
The fiscal year of the corporation shall begin on January 1 and end on December 31. The fiscal year may
be changed by the Board of Directors.
8.10 Transfer Restrictions
Notwithstanding anything to the contrary, except as expressly permitted in this Section 8.10, a
stockholder shall not transfer, whether by sale, gift or otherwise, any shares of the corporation's stock
to any person unless such transfer is approved by the Board of Directors prior to such transfer, which
approval may be granted or withheld in the Board of Directors' sole and absolute discretion. Any
purported transfer of any shares of the corporation's stock effected in violation of this Section 8.10 shall
be null and void and shall have no force or effect and the corporation shall not register any such
purported transfer.
Any stockholder seeking the approval of the Board of Directors of a transfer of some or all of its shares
shall give written notice thereof to the Secretary of the corporation that shall include: (a) the name of
the stockholder; (b) the proposed transferee; (c) the number of shares of the transfer of which approval
is thereby requested; and (d) the purchase price (if any) of the shares proposed for transfer. The
corporation may require the stockholder to supplement its notice with such additional information as
the corporation may request.
Certificates representing, and in the case of uncertificated securities, notices of issuance with respect to,
shares of stock of the corporation shall have impressed on, printed on, written on or otherwise affixed
to them the following legend:
THE TRANSFER OF SECURITIES REFERENCED HEREIN IS SUBJECT TO RESTRICTIONS REQUIRING
APPROVAL OF THE COMPANY PURSUANT TO AND IN ACCORDANCE WITH THE COMPANY'S BYLAWS,
COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL
PLACE OF BUSINESS. THE COMPANY SHALL NOT REGISTER OR OTHERWISE RECOGNIZE OR GIVE EFFECT
TO ANY PURPORTED TRANSFER OF SHARES OF STOCK THAT DOES NOT COMPLY WITH THE COMPANY'S
BYLAWS.
The corporation shall take all such actions as are practicable to cause the certificates representing, and
notices of issuance with respect to, shares that are subject to the restrictions on transfer set forth in this
Section to contain the foregoing legend.
The foregoing transfer restrictions set forth in this Section 8.10 shall not apply to any sale of shares of
the corporation's founders' stock to the extent such sale is made in accordance with the provisions set
forth in the certificate of incorporation and the adopted corporate shareholder's agreement.
8.11 Transfer Of Stock
Upon receipt by the corporation or the transfer agent of the corporation of proper transfer instructions
from the record holder of uncertificated shares or upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new
certificate or, in the case of uncertificated securities and upon request, a notice of issuance of shares, to
the person entitled thereto, cancel the old certificate (if any) and record the transaction in its books.
8.12 Stock Transfer Agreements
The corporation shall have power to enter into and perform any agreement with any number of
stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of
stock of the corporation of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware.
8.13 Stockholders of Record
The corporation shall be entitled to recognize the exclusive right of a person recorded on its books as
the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for
calls and assessments the person recorded on its books as the owner of shares, and shall not be bound
to recognize any equitable or other claim to or interest in such share or shares on the part of another
person, whether or not it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.
8.14 Facsimile or Electronic Signature
In addition to the provisions for use of facsimile or electronic signatures elsewhere specifically
authorized in these bylaws, facsimile or electronic signatures of any stockholder, director or officer of
the corporation may be used whenever and as authorized by the Board of Directors or a committee
thereof.
ARTICLE IX
AMENDMENTS
The Bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to
vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power
to adopt, amend or repeal Bylaws upon the directors. The fact that such power has been so conferred
upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend
or repeal Bylaws.
'
CERTIFICATE OF ADOPTION OF BYLAWS OF 360 SPORTS, INC.
ADOPTION BY INCORPORATOR
The undersigned person appointed in the certificate of incorporation to act as the Incorporator of 360
Sports, Inc., a Delaware corporation, hereby adopts the foregoing Bylaws as the Bylaws of the
corporation.
Executed on September 2, 2015.
Robert F Licopoli
Robert F. Licopoli, Incorporator
CERTIFICATE BY SECRETARY OF ADOPTION BY INCORPORATOR
The undersigned hereby certifies that the undersigned is the duly elected, qualified, and acting Secretary
of 360 Sports, Inc., a Delaware corporation, and that the foregoing Bylaws were adopted as the Bylaws
of the corporation on September 2 2015, by the person appointed in the certificate of incorporation to
act as the Incorporator of the corporation.
Executed on September 2, 2015.
Lauren Sicard .
Lauren Sicard, Secretary