BY-LAWS

OF

G2M FINTECH CORPORATION

ARTICLE I
SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

Section 1. Subscriptions - Subscribers to the capital stock of the Corporation shall pay
the value of the stock in accordance with the terms and conditions prescribed by the Board
of Directors. Unpaid subscriptions shall not earn interest unless determined by the Board of
Directors.

Section 2. Certificates - Each stockholder shall be entitled to one or more certificates for
fully paid stock subscription in his name in the books of the Corporation. The certificates
shall contain the matters required by law and the Articles of Incorporation. They shall be in
such form and design as may be determined by the Board of Directors and numbered
consecutively. The certificates shall be signed by the President, manually countersigned by
the Secretary or Assistant Secretary, and sealed with the corporate seal.

Section 3. Transfer of Shares - Subject to the restrictions, terms and conditions

contained in the Articles of incorporation, shares may be transferred, sold, ceded, assigned
or pledged by delivery of the certificates duly indorsed by the stockholder, his attorney-in-
fact, or other legally authorized person. The transfer shall be valid and binding on the
Corporation only upon record thereof in the books of the Corporation, cancellation of the
original certificate surrendered to the Secretary, and issuance of a new certificate to the
transferee.

No share of stock against which the Corporation holds any unpaid claim shall be
transferable in the books of the Corporation.

All certificates surrendered for transfer shall be stamped "Cancelled" on the face
thereof, together with the date of cancellation, and attached to the corresponding stub with
the certificate book.

Section 4. Lost Certificates - In case any certificate for the capital stock of the
Corporation is lost, stolen, or destroyed, a new certificate may be issued in lieu thereof in
accordance with the procedure prescribed under Section 72 of the Revised Corporation
Code.

Section 5. Fractional Shares - No certificate of stock shall be issued evidencing

ownership of a fractional part of a share of stock.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1. Annual / Regular Meetings - The annual or regular meetings of stockholders

for the purpose of electing directors and for the transaction of such business as may properly
come before the meeting, shall be held at the principal office of the Corporation on the first
(1st) of March of each year. Upon approval of and upon notice by the Board of Directors,

1
meetings may be attended by the stockholders in person or by remote communication
through video or teleconference or such other means as may be permitted by applicable law
or regulation.

Section 2. Special Meetings - The special meetings of stockholders, for any purpose or
purposes, may at any time be called by any of the following: (a) the Board of Directors, at its
own instance or at the written request of stockholders representing a majority of the
outstanding capital stock; or (b) the President.

Section 3. Place of Meeting - Stockholders' meetings, whether regular or special, shall

be held in the principal office of the Corporation or at any place designated in the notice of
meeting in the same city or municipality where the principal office of the Corporation is
located.

Section 4. Notice of Meeting - Notices for regular or special meetings of stockholders

may be sent by the Secretary: (i) by personal delivery; (ii) by mail at least ten (10) calendar
days prior to the date of the meeting to each stockholder of record at his last known post
office address; (iii) by facsimile to the last recorded facsimile number with the Corporation;
(iv) by email to the last recorded email address with the Corporation; or (v) by publication in
a newspaper of general circulation. The notice shall state the place, date and hour of the
meeting, and the purpose or purposes for which the meeting is called. In case of special
meetings, only matters stated in the notice can be the subject of motions or deliberations at
such meeting.

When the meeting of stockholders is adjourned to another time or place, it shall not
be necessary to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is taken. At
the reconvened meeting, any business that might have been transacted on the original date
of the meeting may be transacted.

Section 5. Quorum - Unless otherwise provided by law, in all regular or special

meetings of stockholders, at least a majority of the outstanding capital stock must be present
or represented in order to constitute a quorum for the transaction of business. If no quorum
is constituted, the meeting shall be adjourned until the requisite amount of stock shall be
present.

No corporate act by the stockholders of the Corporation shall be deemed to have

been taken without the affirmative vote or assent of at least a majority of the stockholders
present or represented at the meeting at which a quorum is present and acting throughout.

Section 6. Conduct of Meeting - Meetings of the stockholders shall be presided over by

the Chairman of the Board, or in his absence, by the President or an acting chairman to be
chosen by stockholders representing a majority of the quorum. The Secretary shall act as
Secretary of every meeting, or in his absence, the chairman of the meeting shall appoint a
secretary for the meeting.

Section 7. Manner of Voting - At all meetings of stockholders, a stockholder may vote

in person or by proxy, executed in writing by the stockholder or his duly authorized
attorney-in-fact, or in absentia. Unless otherwise provided in the proxy, it shall be valid only
for the meeting at which it has been presented to the Secretary. All proxies must be in the
hands of the Secretary before the time set for the meeting. Proxies filed with the Secretary

2
may be revoked by the stockholders either in an instrument in writing duly presented and
recorded with the Secretary prior to a scheduled meeting or by their personal presence at the
meeting.

Section 8. Closing of Transfer Books for Fixing of Record Date - For the purpose of
determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders
or any adjournment thereof, or to receive payment of any dividend, or of making a
determination of stockholders for any other proper purpose, the Board of Directors may
provide that the stock and transfer books be closed ten (10) working days immediately
preceding such meeting. In lieu of closing the stock and transfer books, the Board of
Directors may fix in advance a date as the record date which shall in no case be more than
twenty (20) days prior to the date, on which the particular action requiring such
determination of stockholders is to be taken, except in instances where applicable rules and
regulations provide otherwise.

ARTICLE III
BOARD OF DIRECTORS

Section 1. Powers of the Board of Directors - Unless otherwise provided by law, the
corporate powers of the Corporation shall be exercised, all business conducted and all
property of the Corporation controlled and held by the Board of Directors to be elected by
and from among the stockholders. Without prejudice to such general powers and such other
powers as may be granted by law, the Board of Directors shall have the following express
powers:

a) From time to time, make and change rules and regulations not inconsistent
with these By-Laws for the management of the Corporation's business and
affairs, including its Manual of Corporate Governance;

b) To purchase, receive, take or otherwise acquire, for and in the name of the
Corporation, any and all properties, rights, interests or privileges, including
securities and bonds of other corporations, as the transaction of the business
of the Corporation may reasonably or necessarily require, for such
consideration and upon such terms and conditions as the Board of Directors
may deem proper or convenient;

c) To invest the funds of the Corporation in another corporation or business or

for any other purposes other than those for which the Corporation was
organized, subject to such stockholders' approval as may be required by law;

d) To incur such indebtedness as the Board of Directors may deem necessary

and, for such purpose, to make and issue evidence of such indebtedness,
including, without limitation, notes, deeds of trust, instruments, bonds,
debentures, or securities, subject to such stockholders' approval as may be
required by law, and/or pledge, mortgage, or otherwise encumber, all or part
of the properties and rights of the Corporation;

e) To guarantee, for and in behalf of the Corporation obligations of other

Corporations or entities in which it has lawful interest;

3
 f) To make provisions for the discharge of the obligations of the Corporation as
they mature, including payment for any property, or in stocks, bonds,
debentures, or other securities of the Corporation lawfully issued for the
purpose;

g) To sell, lease, exchange, assign, transfer or otherwise dispose of any

property, real or personal, belonging to the Corporation whenever in the
Board's judgment, the Corporation's interest would thereby be promoted;

h) To establish pension, retirement, bonus, profit-sharing, or other types of

incentives or compensation plans for the employees, including officers and
directors of the Corporation and to determine the persons to participate in
any such plans and the amount of their respective participations;

i) To prosecute, maintain, defend, compromise, or abandon any lawsuit in

which the Corporation or its officers are either plaintiffs or defendants in
connection with the business of the Corporation, and likewise, to grant
installments for the payments or settlement of whatsoever debts are due to
the Corporation;

j) To delegate, from time to time, any of the powers of the Board of Directors
which may lawfully be delegated in the course of the current business or
businesses of the Corporation to any standing or special committee or to any
officer or agent and to appoint any persons to be agents of the Corporation
with such powers and upon such terms, as may be deemed fit; and

k) To implement these By-Laws and to act on any matter not covered by these
By-Laws, provided such matter does not require the approval or consent of
the stockholders under any existing law, rule or regulation.

Section 2. Directors, Election and Term - The members of the Board of Directors must
each have at least one (1) share of the capital stock of the Corporation. They shall be elected
during each regular meeting of stockholders and shall hold office for one (1) year and until
their successors are elected and qualified. The Board of Directors shall have at least two (2)
independent directors, or such number constituting at least twenty percent (20%) of such
Board of Directors.

A director may be removed from office, with or without cause, at any time, by the
affirmative vote of the stockholders holding or representing at least two thirds (2/3) of the
outstanding capital stock entitled to vote in a regular or special shareholders’ meeting called
for the purpose and held after due notice a s provided in Section 27 of the Revised
Corporation Code.

Section 3. Vacancies - Any vacancy occurring in the Board of Directors other than by
removal by the stockholders or by expiration of term, may be filled by the vote of at least a
majority of the remaining directors, if still constituting a quorum; otherwise, the vacancy
must be filled by the stockholders at a regular or at any special meeting of stockholders
called for the purpose. A director so elected to fill a vacancy shall be elected only for the
unexpired term of his predecessor in office.

4
 Any directorship to be filled by reason of an increase in the number of directors shall
be filled only by an election at a regular meeting or at a special meeting of stockholders duly
called for the purpose, or in the same meeting authorizing the increase of directors if so
stated in the notice of the meeting.

The vacancy resulting from the removal of a director by the stockholders in the
manner provided by law may be filled by election at the same meeting of stockholders
without further notice, or at any regular or at any special meeting of stockholders called for
the purpose, after giving notice as prescribed in these By-Laws.

Section 4. Meeting - Regular meetings of the Board of Directors shall be held once
every quarter and/or on such date and at places as may be called by the Chairman of the
Board of Directors, or by the majority of the remaining Board of Directors. The special
meetings of the Board of Directors for any purpose or purposes, may, at any time, be called
by the Chairman of the Board of Directors, or by the majority of the remaining directors. The
regular or special meetings of the Board of Directors shall be attended by the directors either
in person or through teleconference or videoconference, subject to compliance with the
appropriate guidelines set forth in Securities and Exchange Commission Memorandum
Circular No. 15, Series of 2001, and/or such other rules, directives or guidelines to be issued
by the Securities and Exchange Commission governing the attendance of directors in board
meetings through teleconferencing or videoconferencing, at such time and place as the
Board of Directors may prescribe. If a director attends a meeting through teleconferencing or
video conferencing or other means of electronic communications, such meetings may be
recorded with appropriate tapes, discs, and/or other recording material which shall be
properly stored for safekeeping, in addition to the secretary of such meeting maintaining
written minutes thereof. The directors may waive the formal requirements for a board
meeting and the validity of such meeting shall not be affected by the formal requirements
which the board has waived.

Section 5. Notice - Notice of the regular or special meeting of the Board of Directors,
specifying the date, time and place of the meeting, shall be communicated by the Secretary
or the person/s calling the meeting at least seven (7) calendar days prior to the date of the
meeting to each director personally, or by telephone, telex, telegram, facsimile, email,
written or oral message, or other forms of electronic communications.. A director may waive
this requirement, either expressly or impliedly.

Section 6. Quorum - A majority of the number of directors as fixed in the Articles of

Incorporation shall constitute a quorum for the transaction of corporate business and every
decision of at least a majority of the directors present at a meeting at which there is a
quorum shall be valid as a corporate act, except for the election of officers which shall
require the vote of a majority of all the members of the Board. For purposes of determining
whether a quorum exists, directors attending through video or teleconference or other forms
of electronic communication shall be counted as present at that meeting.

Section 7. Conduct of the Meeting - Meetings of the Board of Directors shall be presided
over by the Chairman of the Board of Directors, or in his absence, by any other director
chosen by the Board of Directors. The Secretary shall act as secretary of every meeting, or in
his absence, the chairman of the meeting shall appoint a secretary of the meeting.

Section 8. Compensation - By resolution of the Board of Directors, each director may a

receive a reasonable per diem allowance for his attendance at each meeting of the Board. As

5
compensation, the members of the Board of Directors may receive and allocate an amount of
not more than ten percent (10%) of the net income before income tax of the Corporation
during the preceding year. Such compensation shall be determined and apportioned among
the directors in such manner as the Board of Directors may deem proper, subject to the
approval of stockholders representing at least a majority of the outstanding capital stock at a
regular or special meeting of the stockholders.

Section 9. Executive Committee - There shall be created an Executive Committee, with

three (3) regular members one of which shall be the President and two (2) alternate members
to hold office for one year and/or until their respective successors shall be designated. The
two (2) alternate members of the Executive Committee shall be designated by the Board
during the annual organizational meeting of the Board.

The Executive Committee shall, during the intervals between the meetings of the
Board of Directors, possess and may exercise all the powers of the Board of Directors, which
can lawfully be delegated, in the management and direction of the affairs of the Corporation
in all cases in which specific directions shall not have been given by the Board of Directors.

All actions by the Executive Committee shall be reported to the Board of Directors at
its meeting next succeeding such action, and shall be subject to revision and alteration by the
Board, provided that no rights of third parties shall be affected by any such revision or
alteration.

Regular minutes of the proceedings of the Executive Committee shall be filed with
the Board of Directors. A majority of the regular members of the committee shall be
necessary to constitute a quorum and in every case the affirmative vote of a majority of the
members present shall be necessary for the passage of any resolution. It shall adopt its own
rules of procedure.

Section 10. Other Committees - The Board of Directors shall constitute an Audit
Committee and a Nomination Committee, and such other committees as the law and the
Manual of Corporate Governance may mandate. All established committees shall be
required to have Committee Charters stating in plain terms their respective purposes,
membership, structures, operations, reporting processes, resources and other relevant
information, including the standards for evaluating the performance of Committees.

Said committees shall be composed of such members who shall be of such number as
the Board may determine. The members of any committee created and appointed by the
Board of Directors may be removed at any time by the Board and any vacancies in any such
committee shall be filled by. the Board of Directors.

Section 11. Nomination Committee - The Board of Directors shall constitute a

Nomination Committee composed of at least three (3) members of the Board, one (1) of
whom must be an independent director. The Nomination Committee shall promulgate the
guidelines or criteria to govern the conduct of nomination. The decision of the Nomination
Committee, once confirmed by the Board of Directors shall be final and binding upon the
shareholders and may no longer be raised during the stockholders’ meeting.

Any registered stockholder may be nominated and elected to the Board of Directors.
The Board of Directors, by majority vote, shall pass upon the qualification of the nominee to
the Board. It may also, in the exercise of its discretion and by the majority vote of its

6
members, disqualify a nominated shareholder who, in the Board’s judgment, represents an
interest adverse to or in conflict with those of the Corporation as provided in these bylaws.

Section 12. Audit Committee – The Board of Directors shall constitute an Audit
Committee which shall be composed of members of the Board of Directors, at least two (2) of
whom shall be independent directors, including the Committee’s chairperson, preferably
with accounting, auditing or related financial management expertise or experience. The
Audit Committee shall provide oversight of the Corporation’s financial reporting and
control, and internal and external audit functions. It shall be responsible for the setting up
of the Internal Audit Department and for the nomination of the Internal Auditor as well as
the independent external auditor who shall both report directly to the Audit Committee. It
shall monitor and evaluate the adequacy and effectiveness of the internal control system.
The Audit Committee shall have authority to investigate any matter relevant to the audit of
Corporation, full access to and cooperation by management and full discretion to invite any
director or executive officer to attend meetings, and adequate resources to enable it to
effectively discharge its functions.

ARTICLE IV
OFFICERS

Section 1. Election/Appointment - Immediately after their election, the Board of

Directors shall formally organize by electing the Chairman, Vice-Chairman, President, Vice-
President(s), the Secretary, and the Treasurer at said meeting.

The Board of Directors may, from time to time, appoint such other officers as it may
determine to be necessary or proper. Any two (2) or more positions may be held
concurrently by the same person, except that no one shall act as President and Treasurer or
Secretary at the same time.

Section 2. Chairman of the Board - The Chairman of the Board shall preside at the
meetings of stockholders and of the Board of Directors. He shall also exercise such powers
and perform such duties as the Board of Directors may assign to him.

Section 3. Vice-Chairman - The Vice-Chairman shall preside at the meeting of the

Stockholders and Board of Directors and perform other functions of the chairman in the
absence of the latter. He shall also exercise such other powers and perform such duties as
the Board of Directors may assign to him.

Section 4. President - The President, who shall be a director, shall be the Chief
Executive Officer of the Corporation and shall also have administration and direction of the
day-to-day business affairs of the Corporation, and shall exercise the following functions:

a) To preside at the meetings of the board of directors and stockholders in the

absence of the Chairman of the Board;

b) To initiate and develop corporate objectives and policies and formulate long
range projects, plans and programs for the approval of the Board of Directors,
including those for executive training, development and compensation;

c) To supervise and manage the business affairs of the Corporation upon the
direction of the board of directors;

7
 d) To implement the administrative and operational policies of the Corporation
under his supervision and control;

e) To appoint, remove, suspend or discipline employees of the Corporation,

prescribe their duties, and determine their salaries;

f) To oversee the preparation of the budgets and the statements of accounts of

the Corporation;

g) To represent the Corporation at all functions and proceedings;

h) To execute on behalf of the Corporation all contracts, agreements and other

instruments affecting the interests of the Corporation which require the
approval of the Board of Directors;

i) To make reports to the Board of Directors and stockholders;

k) To sign certificates of stock;

j) To perform such other duties as are incident to his office or are entrusted to
him by the Board of Directors; and

l) To prepare such statements and reports of the Corporation as may be

required of him by law.

Subject to prior approval the Board of Directors, the President may assign the
exercise or performance of any of the foregoing powers, duties and functions to any other
officer(s), subject always to his supervision and control.

Section 5. The Vice-President(s) - If one or more Vice Presidents are appointed, he/they
shall have such powers and shall perform such duties as may from time to time be assigned
to him/them by the Board of Directors or by the President.

Section 6. The Secretary - The Secretary must be a resident and a citizen of the
Philippines. He shall be the custodian and shall maintain the corporate books and records of
the Corporation and shall be the recorder of the Corporation's formal actions and
transactions. He shall have the following specific powers and duties:

a) To record or see to the proper recording of the minutes and transactions of all
meetings of the directors and the stockholders and to maintain minute books
of such meetings in the form and manner required by law;

b) To keep or cause to be kept record books showing the details required by law
with respect to the stock certificates of the Corporation, including ledgers and
transfer books showing all shares of the Corporation subscribed, issued and
transferred;

c) To keep the corporate seal and affix it to all papers and documents requiring
the same;

8
 d) To attend to the giving and serving of all notices of the Corporation as
required by law or these By-Laws to be given;

e) To certify to such corporate acts, countersign corporate documents or

certificates, and make reports or statements as may be required of him by law
or by government rules and regulations;

f) To act as the inspector at the election of directors and, as such, to determine

the number of shares of stock outstanding and entitled to vote, the shares of
stock represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and to receive votes, ballots or consents, hear and to
determine all challenges and questions arising in connection with the right to
vote. count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote. Subject to prior
approval of the Board of Directors, the Secretary may assign the exercise or
performance of any or all of the foregoing duties, powers and functions to
any other person or persons, subject always to his supervision and control;
and

g) To perform such other duties as are incident to his office or as may be

assigned to him by the Board of Directors or the Chairman/President.

Section 7. The Treasurer - The Treasurer of the Corporation shall be the chief fiscal
officer and the custodian of its funds, securities and property. The Treasurer of the
Corporation shall have the following specific powers and duties:

a) To keep full and accurate accounts of receipts and disbursements in the books
of the Corporation;

b) To have custody of, and be responsible for, all the funds, securities and bonds
of the Corporation;

c) To deposit in the name and to the credit of the Corporation, in such bank as
may be designated from time to time by the Board of Directors, all the
moneys, funds, goods, securities, bonds and similar valuable effects
belonging to the Corporation which may come under his control;

d) To render an annual statement showing the financial condition of the

Corporation and such other financial reports as the Board of Directors and
the Chairman/President may, from time to time require;

e) To prepare such financial reports, statement, certifications and other

documents which may, from time to time, be required by government rules
and regulations and to submit the same to the proper government agencies;
and

f) To exercise such powers and perform such duties and function as may be
assigned to him by the Board of Directors or the President.

9
 Section 8. Term of Office - The term of office of all officers shall be for a period of one
(1) year and until their successors are duly elected and qualified. Such officers may however
be sooner removed for cause.

Section 9. Vacancies - If any position of the officers becomes vacant by reason of death,
resignation, disqualification, or for any other cause, the Board of Directors, by majority vote,
may elect a successor who shall hold office for the unexpired term.

Section 10. Compensation - The officers shall receive such remuneration as the Board of
Directors may determine. All other officers shall receive such remuneration as the Board of
Directors may determine upon recommendation of the President. A director shall not be
precluded from serving the Corporation in any other capacity as an officer, agent or
otherwise, and receiving compensation therefor.

ARTICLE V
OFFICES

Section 1. The principal office of the Corporation shall be located at the place stated in
Article 11 of the Articles of Incorporation. The Corporation may have such other branch
offices, either within or outside the Philippines, as the Board of Directors may designate or
as the business of the Corporation may, from time to time require.

ARTICLE VI
AUDIT OF BOOKS, FISCAL YEAR AND DIVIDENDS

Section 1. External Auditors - At the regular stockholders' meeting, the external

auditor of the of Corporation for the ensuing year shall be appointed. The external auditor
shall examine, verify, and report on the earnings and expenses of the Corporation.

Section 2. Fiscal Year - The fiscal year of the Corporation shall begin on the 1st day of
January and end on the 31st of December of each year.

Section 3. Dividends shall be declared and paid out of the unrestricted retained
earnings which shall be payable in cash, property, or stock to all stockholders on the basis of
outstanding stock held by them, as often and at such times as the Board of Directors may
determine and in accordance with law and applicable rules and regulations.

ARTICLE VII
AMENDMENTS

Section 1. These By-Laws may be amended or repealed by the affirmative vote of at

least majority of the Board of Directors and the stockholders representing a majority of the
outstanding capital stock at a stockholders' meeting called for that purpose. However, the
power to amend, modify, repeal, or adopt new By-Laws may be delegated to the Board of
Directors by the affirmative vote of stockholders representing not less than two-thirds (2/3)
of the outstanding capital stock; provided, however, that any such delegation of powers to
the Board of Directors to amend, repeal, or adopt new By-Laws may be revoked only by the
vote the stockholders representing two-thirds (2/3) of the outstanding capital stock at a
regular or special meeting.

ARTICLE IX

10
 SEAL

Section 1. Form and Inscription - The corporate seal shall be determined by the Board
of Directors.

[Signature Page to follow]

11
 IN WITNESS WHEREOF, we have hereunto set our hands, on ______________ in
___________ City, Philippines.

_________________________________ _________________________________
[•] [•]
T.I.N. [•] T.I.N. [•]
Incorporator Incorporator

SIGNED IN THE PRESENCE OF:

__________________________________ __________________________________

12