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Certificate of Amendment of Certificate of Incorporation of tinyBuild, Inc.

28 February 20265 pages1,194 words

Summary

TinyBuild Inc., a Delaware-incorporated video game publisher, enacted significant structural changes to its corporate governance through a Certificate of Amendment filed on June 12, 2025. This legal filing formalizes a shift in the company’s internal leadership framework, specifically transitioning the Board of Directors toward a declassified structure. Under these new provisions, all directors will serve one-year terms expiring at the subsequent annual meeting of stockholders, effectively ending any previous multi-year staggered terms by the 2026 annual meeting. The amendments further centralize control over board composition within the board itself. The number of directors is now fixed exclusively by board resolution, and any vacancies or newly created positions must be filled by a majority of the remaining directors rather than by stockholders. While stockholders retain the power to remove directors with or without cause via a majority vote, the board maintains the sole authority to appoint replacements. Additionally, the company expanded its liability protections, stipulating that directors and officers are not personally liable for monetary damages resulting from breaches of fiduciary duty to the fullest extent permitted by the Delaware General Corporation Law. Geographically and legally, the scope of these changes establishes Delaware as the primary jurisdiction for corporate disputes. The amendment mandates that federal district courts serve as the exclusive forum for Securities Act of 1933 claims, while the Delaware Court of Chancery or the federal district court for the District of Delaware are designated as the sole venues for derivative claims under the Securities and Exchange Act of 1934. These updates, signed by CFO Gjasone Salati, align the company’s governing documents with modern Delaware corporate standards regarding executive indemnification and jurisdictional exclusivity.

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Certificate of Amendment of Certificate of Incorporation of tinyBuild, Inc.

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