Legal

Third Amended and Restated Certificate of Incorporation: tinyBuild Inc.

Summary

TinyBuild Inc. established its formal corporate governance framework through a comprehensive recapitalization and restructuring process finalized in February 2021. The primary objective of this governance architecture is to facilitate the company’s listing on the London Stock Exchange’s AIM market while ensuring long-term operational stability. By authorizing 800 million shares of common stock and executing a significant stock split, the company positioned itself for public equity participation while implementing rigorous internal controls to protect shareholder interests and maintain regulatory compliance. The governance structure centralizes authority within the Board of Directors, granting them exclusive power to manage board vacancies and enforce strict transparency protocols. These protocols are explicitly designed to align with the United Kingdom’s Financial Conduct Authority transparency rules, requiring shareholders to disclose voting interests and beneficial ownership. To ensure adherence, the Board possesses the power to issue disclosure notices, with the authority to suspend voting rights, dividend payments, and transferability for any party that fails to comply within a 14-day window. Protection of minority shareholders remains a core tenet of this framework, evidenced by the implementation of a mandatory offer rule. Any entity acquiring 30% or more of the company’s voting rights must extend a formal cash-based offer to all remaining shareholders, a provision that can only be bypassed through specific waiver procedures. Furthermore, the company mandates a 75% supermajority vote for any amendments to the bylaws or certificate of incorporation, ensuring that fundamental changes to the corporate structure require broad consensus. These measures collectively establish a robust, defensive posture intended to safeguard the company’s market position and ensure equitable treatment of all stakeholders within the international gaming industry.

From the report

Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “TINYBUILD INC.”, FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF FEBRUARY, A.D. 2021, AT 1:18 O`CLOCK P.M. SECRETA MSlR ARY'SOFFICE Whal 6522473 8100 Authentication: 202607523 SR# 20210677962 Date: 02-26-21 You may verify this certificate online at corp.delaware.gov/authver.shtml

Delivered 01:18 PM 02/26/2021 THIRD AMENDED AND RESTATED FILED 01:18 PM 02/26/2021 SR 20210677962 - File Number 6522473 CERTIFICATE OF INCORPORATION OF TINYBUILD INC. tinyBuild Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, hereby certifies that: ONE: The name of the Corporation is tinyBuild Inc. and the date of filing the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was August 25, 2017. TWO: Pursuant to Sections 141, 242 and 245 of the General Corporation Law of the State of Delaware, this Third Amended and Restated Certificate of Incorporation has been duly adopted by the written consent of the Board of Directors of the Corporation and restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation, as amended (the "Certificate of Incorporation") THREE: Pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, this Third Amended and Restated Certificate of Incorporation has been duly adopted by the written consent of the stockholders of the Corporation and restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation FOUR: The Certificate of Incorporation of the Corporation is hereby amended and restated to read as follows: ARTICLE I NAME The name of this corporation is TINYBUILD INC. (the "Corporation") ARTICLE II REGISTERED OFFICE

ds the provisions of the Certificate of Incorporation of the Corporation FOUR: The Certificate of Incorporation of the Corporation is hereby amended and restated to read as follows: ARTICLE I NAME The name of this corporation is TINYBUILD INC. (the "Corporation") ARTICLE II REGISTERED OFFICE The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Zip Code 19801, and the name of the registered agent of the Corporation in the State of Delaware at such address is National Registered Agents, Inc.

ARTICLE III PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law ("DGCL"). ARTICLE IV CAPITAL STOCK 1. Authorized Capital Stock. The total number of shares of capital stock which the Corporation shall have authority to issue is Eight Hundred Million (800,000,000), all of which shall be a class designated as common stock, par value $0.001 per share (the "Common Stock"). Effective upon the filing and effectiveness of this Third Amended and Restated Certificate of Incorporation of the Corporation (the "Effective Time"), the following recapitalization events shall be deemed to occur without any further action on the part of the Corporation or any stockholder of the Corporation (the "Recapitalization"): Every one (1) share of the Preferred Stock, par value $0.001 per share, of the Corporation issued and outstanding immediately prior to the Effective Time shall be automatically reclassified into one (1) issued and outstanding fully paid and non-assessable share of Common Stock; and (b) Immediately following such reclassification, each one (1) issued and outstanding share of Common Stock then outstanding shall automatically be reclassified into 129.8264566 issued and outstanding fully paid and non-assessable share of Common Stock (the "Stock Splif '); provided that, if the aggregate number of shares issued to any stockholder results in a fractional share, the aggregate number of shares issued to such stockholder in the Stock Split shall be rounded up to the nearest whole share.

paid and non-assessable share of Common Stock (the "Stock Splif '); provided that, if the aggregate number of shares issued to any stockholder results in a fractional share, the aggregate number of shares issued to such stockholder in the Stock Split shall be rounded up to the nearest whole share. The number of authorized shares of the class of Common Stock may from time to time be increased or decreased (but not below the number of shares of such class outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock. 2. Voting; Dividends; Liquidation, Dissolution or Winding Up. Except as otherwise provided herein, the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, of the Common Stock shall be as follows: (a) The holders of the Common Stock shall have the exclusive right to vote for the election of directors of the Corporation (the "Directors") and on all other matters requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; - 2 -

(b) Dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends, but only when and as declared by the Board of Directors or any authorized committee thereof; and (c) Upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock. 3. Pre-emptive Rights. Effective as of the Recapitalization, and subject to the DGCL, this Certificate of Incorporation and the terms any resolution authorizing the issuance of any shares of capital stock of the Corporation: (a) the unissued shares from time to time shall be under the control of the Board of Directors, which may allot the same to such individuals, corporations, firms, partnerships (general or limited), associations, limited liability companies, joint ventures, trusts, estates or other legal entities or organizations (each, a "Person"), for cash or for such other consideration which is not cash, with such restrictions and conditions, in excess of their nominal value or at their nominal value and/or with payment of commission and at such times as the Board of Directors shall deem appropriate; and (b) the Board of Directors shall have the power to cause the Corporation to grant to any Person the option to acquire from the Corporation any unissued shares, in each case on such terms as the Board of Directors shall deem appropriate

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Words: 10,485
Type: Legal

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