Third Amended and Restated Certificate of Incorporation: tinyBuild Inc.

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.