COMPANY NO. 2033421 OPTICAL BETA LIMITED (THE COMPANY .
COMPANY NO. 2033421OPTICAL BETA LIMITED(THE "COMPANY")NOTICE OF AMENDMENTS TO ARTICLES OF ASSOCIATIONOF THE COMPANYFROM WRITTEN SHAREHOLDERS RESOLUTIONS OF THE COMPANYMADE ON 7 JULY 20201.AMENDMENTS TO ARTICLES OF ASSOCIATIONPROPOSED THAT that the Articles of Association of the Company (Articles) be amendedin the following manner:(1) By inserting a new Article 16A as follows:“Notwithstanding any other provisions in the Memorandum and the Articles, whileparticulars of a mortgage or charge over Shares are entered in the register ofmembers, without the written consent of the named mortgagee or chargee:(a)no transfer of any Share that is the subject of such mortgage or charge shallbe effected;(b)the Company may not purchase, redeem or otherwise acquire any suchShare;(c)no replacement certificate shall be issued in respect of such Shares;(d)such Shares shall be exempt from all liens (whether present or future) infavour of the Company that would otherwise arise pursuant to these Articles;(e)for so long as such security remains unreleased, the Company shall notclaim any lien (howsoever arising) in respect of such Share or forfeit, sell oraccept as surrendered such Share;(f)any pre-emptive rights or similar rights conferred on existing Shareholders orany other party by the Memorandum or the Articles, any shareholders’agreement or otherwise shall not apply to and no such existing Shareholderor other party shall be entitled to exercise any such right; and(g)no amendments may be made to the Memorandum or the Articles.”1
(2)By inserting a new Article 5.6 as follows:“Notwithstanding any other provisions in the Memorandum and the Articles, thedirectors of the Company shall not close the Register of Members, refuse to register,nor suspend or delay registration of, a transfer of any Shares if the transfer is:(a)pursuant to a mortgage or charge of which the Company has notice and themortgagee or chargee (or person acting as agent or nominee for themortgagee or chargee or a receiver, administrative receiver manager or otherperson appointed by the mortgagee or chargee pursuant to the securitydocument) is exercising its rights in relation to such mortgage or charge overShares; and(b)such mortgage or charge is granted by a Shareholder as security for theperformance of an obligation or payment or a debt or other liability (whether itis an obligation, debt or liability of that Shareholder or any third party);in which case the directors of the Company shall promptly register the transferee as ashareholder of the Company. The directors of the Company may rely on a certificate of themortgagee or chargee that the charge has become enforceable.”(together referred to herein as the Amendments)2.RESOLUTIONSRESOLVED THAT the Amendments be and are hereby approved and the registered agentof the Company be and is hereby authorised and directed to file the Amendments with theRegistrar of Corporate Affairs in the British Virgin Islands.Dated this 7th day of July 2020.For and on behalf ofMaples Corporate Services (BVI) LimitedRegistered Agent2MHY /770709-000000/17844557v1
BVI Co No: 2033421TERRITORY OF THE BRITISH VIRGIN ISLANDSTHE BVI BUSINESS COMPANIES ACT (AS AMENDED)COMPANY LIMITED BY SHARESMEMORANDUM AND ARTICLES OF ASSOCIATIONOFOptical Beta LimitedIncorporated this 19th day of March 2020Maples Corporate Services (BVI) LimitedKingston ChambersPO Box 173Road Town, TortolaBritish Virgin IslandsError! Unknown document property name.
TERRITORY OF THE BRITISH VIRGIN ISLANDSTHE BVI BUSINESS COMPANIES ACT (AS AMENDED)COMPANY LIMITED BY SHARESMEMORANDUM OF ASSOCIATIONOFOptical Beta Limited1The name of the Company is Optical Beta Limited.2The Company is a company limited by shares.3The first Registered Office of the Company shall be at the offices of Maples Corporate Services(BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. TheDirectors or Members may from time to time change the Registered Office of the Company byresolution of the Directors or Resolution of Members.4The first Registered Agent of the Company will be Maples Corporate Services (BVI) Limited ofKingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. The Directors orMembers may from time to time change the Registered Agent of the Company by resolution ofthe Directors or Resolution of Members.5The objects for which the Company is established are unrestricted and the Company shall havefull power and authority to carry out any object not prohibited by the laws of the British VirginIslands.6The liability of each Member is limited to the amount unpaid on such Member's shares.7The Company is authorised to issue a maximum of 1,000,000,000 shares of one class ofUS 0.001 par value each.8Each Share confers on the holder:9(a)the right to one vote on any Resolution of Members;(b)the right to an equal share in any dividend paid by the Company in accordance with theStatute; and(c)the right to an equal share in the distribution of the surplus assets of the Company.Shares may only be issued as registered shares and the Company is not authorised to issuebearer shares. Registered shares may not be exchanged for bearer shares or converted tobearer shares.JVZ/767382-000000/15872815v1
10Capitalised terms that are not defined in this Memorandum of Association bear the respectivemeanings given to them in the Articles of Association of the Company.11Subject to the provisions of the Statute, the Company may from time to time amend theMemorandum of Association or the Articles of Association by Resolution of Members orresolution of the Directors.JVZ/767382-000000/15872815v12
We, Maples Corporate Services (BVI) Limited of Kingston Chambers, PO Box 173, Road Town, Tortola,British Virgin Islands in our capacity as registered agent for the Company hereby apply to the Registrarfor the incorporation of the Company this 19th day of March 2020.IncorporatorDenery MosesAuthorised SignatoryMaples Corporate Services (BVI) LimitedJVZ/767382-000000/15872815v13
TERRITORY OF THE BRITISH VIRGIN ISLANDSTHE BVI BUSINESS COMPANIES ACT (AS AMENDED)COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATIONOFOptical Beta Limited1Interpretation1.1In the Articles, unless there is something in the subject or context inconsistent therewith:"Alternate Director"means a person appointed as an alternate director inaccordance with the Statute and the Articles."Articles"means these articles of association of the Company."Auditor"means the person for the time being performing the duties ofauditor of the Company (if any)."Company"means the above named company."Directors"means the directors for the time being of the Company."Distribution"means any distribution (including an interim or final dividend)."Electronic Record"has the same meaning as in the Electronic Transactions Act."ElectronicAct"means the Electronic Transactions Act, 2001 of the BritishVirgin Islands.Transactions"Member"has the same meaning as in the Statute."Memorandum"means the memorandum of association of the Company."Recognised Exchange"has the same meaning as in the Statute."Register of Members"means the register of Members maintained in accordance withthe Statute."Registered Agent"means the registered agent for the time being of the Company."Registered Office"means the registered office for the time being of the Company.JVZ/767382-000000/15872815v1
1.2"Resolution of Members"means a resolution passed by a simple majority of theMembers as, being entitled to do so, vote in person or, whereproxies are allowed, by proxy at a general meeting, andincludes a written resolution signed by or on behalf of anabsolute majority of the Members. In computing the majoritywhen a poll is demanded, and in the case of a writtenresolution, regard shall be had to the number of votes to whicheach Member is entitled by the Articles."Seal"means the common seal of the Company and includes everyduplicate seal."Share"means a share in the Company and includes a fraction of ashare in the Company."Statute"means the BVI Business Companies Act of the British VirginIslands."Treasury Share"means a Share held in the name of the Company as a treasuryshare in accordance with the Statute.In the Articles:(a)words importing the singular number include the plural number and vice versa;(b)words importing the masculine gender include the feminine gender;(c)words importing persons include corporations as well as any other legal or natural person;(d)"written" and "in writing" include all modes of representing or reproducing words in visibleform, including in the form of an Electronic Record;(e)"shall" shall be construed as imperative and "may" shall be construed as permissive;(f)references to provisions of any law or regulation shall be construed as references tothose provisions as amended, modified, re-enacted or replaced;(g)any phrase introduced by the terms "including", "include", "in particular" or any similarexpression shall be construed as illustrative and shall not limit the sense of the wordspreceding those terms;(h)the term "and/or" is used herein to mean both "and" as well as "or." The use of "and/or" incertain contexts in no respects qualifies or modifies the use of the terms "and" or "or" inothers. The term "or" shall not be interpreted to be exclusive and the term "and" shall notbe interpreted to require the conjunctive (in each case, unless the context otherwiserequires);(i)headings are inserted for reference only and shall be ignored in construing the Articles;JVZ/767382-000000/15872815v12
(j)any requirements as to delivery under the Articles include delivery in the form of anElectronic Record;(k)any requirements as to execution or signature under the Articles including the executionof the Memorandum and Articles themselves can be satisfied in the form of an electronicsignature as provided for in the Electronic Transactions Act;(l)section 8(2) of the Electronic Transactions Act shall not apply;(m)the term "clear days" in relation to the period of a notice means that period excluding theday when the notice is received or deemed to be received and the day for which it isgiven or on which it is to take effect;(n)the term "holder" in relation to a Share means a person whose name is entered in theRegister of Members as the holder of such Share;(o)the term "simple majority" in relation to a Resolution of Members means a majority ofthose entitled to vote on the resolution and actually voting on the resolution (and absentMembers, Members who are present but do not vote, blanks and abstentions are notcounted); and(p)the term "absolute majority" in relation to a Resolution of Members means a majority of allthose entitled to vote on the resolution regardless of how many actually vote or abstain.2Commencement of Business2.1The business of the Company may be commenced as soon after incorporation of the Companyas the Directors shall see fit.2.2The Directors may pay, out of any monies of the Company, all expenses incurred in the formationand establishment of the Company, including the expenses of incorporation.3Issue of SharesSubject to the Statute and the provisions, if any, in the Memorandum (and to any direction thatmay be given by the Company in general meeting) and without prejudice to any rights attached toany existing Shares, the Directors may allot, issue, grant options over or otherwise dispose ofShares (including fractions of a Share) with or without preferred, deferred or other rights orrestrictions, whether in regard to Distribution, voting, return of investment or otherwise and tosuch persons, at such times, for such consideration, and on such other terms as they thinkproper, and may also (subject to the Statute and the Articles) vary such rights. A bonus shareissued by the Company shall be deemed to have been fully paid for on issue.4Register of MembersThe Company shall maintain or cause to be maintained the Register of Members in accordancewith the Statute.JVZ/767382-000000/15872815v13
5Closing Register of Members, Fixing Record Date and Beneficial Ownership ReportingRequirements5.1For the purpose of determining Members entitled to vote at any meeting of Members or anyadjournment thereof, or Members entitled to receive payment of any Distribution, or in order tomake a determination of Members for any other purpose, the Directors may provide that theRegister of Members shall be closed for transfers for a stated period which shall not in any caseexceed forty days.5.2In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance orarrears a date as the record date for any such determination of Members entitled to vote at anymeeting of the Members or any adjournment thereof, or for the purpose of determining theMembers entitled to receive payment of any Distribution, or in order to make a determination ofMembers for any other purpose.5.3If the Register of Members is not so closed and no record date is fixed for the determination ofMembers entitled to vote at a meeting of Members or Members entitled to receive payment of aDistribution, the date on which notice of the meeting is sent or the date on which the resolution ofthe Directors resolving to pay such Distribution is passed, as the case may be, shall be the recorddate for such determination of Members. When a determination of Members entitled to vote atany meeting of Members has been made as provided in this Article, such determination shallapply to any adjournment thereof.5.4In order to enable the Company to comply with its obligations under the Beneficial OwnershipSecure Search System Act, 2017 of the British Virgin Islands, as amended from time to time (the"BOSS Act"), every Member shall:5.5(a)as soon as practicable (and in any event within fifteen days) following a request in writinggiven by the Company (acting by any Director) to such Member (each, a "Request forInformation"), provide to the Company all such information and copies of all suchdocuments as set out in such Request for Information, relating to (i) the identification ofany beneficial owner or registrable legal entity (as those terms are described in the BOSSAct), and (ii) the provision of particulars of any such beneficial owner or registrable legalentity which are required to be maintained under the BOSS Act, in each case which arewithin the knowledge, possession or control of the Member; and(b)notify the Company from time to time of (i) any change of the beneficial owners orregistrable legal entities of the Company, and (ii) any change of any information whichhas been provided by such Member to the Company pursuant to a Request forInformation, in each case of which the Member is or becomes aware, immediately uponbecoming aware of the same.If any Member fails to comply fully with any Request for Information to the satisfaction of theDirectors (a "Non-Compliant Member"), the Directors may give to the Non-Compliant Membernot less than fourteen clear days' notice (the "Compliance Notice") requiring the Non-CompliantMember to comply fully with the Request for Information. The Compliance Notice shall specifywhat information and documents are to be provided and shall state that if the notice is notcomplied with the Shares held by such Non-Compliant Member will be liable to be suspended inthe manner and with the consequences set out in this Article. If the Compliance Notice is notcomplied with to their satisfaction, the Directors may declare that the rights attaching to theShares held by the Non-Compliant Member (the "Suspended Shares") shall be suspended, andJVZ/767382-000000/15872815v14
such suspension shall continue in force until the Directors have declared that such NonCompliant Member has complied fully with the Compliance Notice (the "SuspensionPeriod"). Notwithstanding any other provision of the Memorandum or the Articles, during theSuspension Period, unless otherwise determined by the Directors in their absolute discretion, theSuspended Shares shall not confer any rights on the Non-Compliant Member and:(a)the Non-Compliant Member shall not be entitled to transfer any Suspended Shares to anyperson; the Directors shall refuse to register any such purported transfer of SuspendedShares; and any such purported transfer shall be void;(b)the Non-Compliant Member shall not be entitled to exercise any right of redemption inrespect of any Suspended Shares;(c)the Suspended Shares shall not be voted at any general meeting of the Company, andshall not be counted in determining the total number of outstanding Shares for anypurpose under the Articles, and the Non-Compliant Member shall not be required orentitled to sign any written resolutions of shareholders or members of the Company; and(d)any amount payable (in cash or by distribution of assets) to the Non-Compliant Member(including, without limitation, any Distribution which is payable by the Company in respectof the Suspended Shares or any share in the distribution of the surplus assets of theCompany) shall be withheld by the Company, and the Non-Compliant Member shall notbe entitled to receive any such amount, unless and until the Suspension Period hasterminated. No interest shall be payable by the Company in respect of any paymentwithheld pursuant to this Article.6Certificates for Shares6.1A Member shall only be entitled to a share certificate if the Directors resolve that sharecertificates shall be issued. Share certificates representing Shares, if any, shall be in such formas the Directors may determine. Share certificates shall be signed by one or more Directors orother person authorised by the Directors or shall be given under Seal. The Directors mayauthorise certificates to be issued with the authorised signature(s) or Seal affixed by mechanicalprocess. All certificates for Shares shall be consecutively numbered or otherwise identified andshall specify the Shares to which they relate. All certificates surrendered to the Company fortransfer shall be cancelled and subject to the Articles no new certificate shall be issued until theformer certificate representing a like number of relevant Shares shall have been surrendered andcancelled.6.2The Company shall not be bound to issue more than one certificate for Shares held jointly bymore than one person and delivery of a certificate to one joint holder shall be a sufficient deliveryto all of them.6.3If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (ifany) as to evidence and indemnity and on the payment of such expenses reasonably incurred bythe Company in investigating evidence, as the Directors may prescribe, and (in the case ofdefacement or wearing out) upon delivery of the old certificate.6.4Every share certificate sent in accordance with the Articles will be sent at the risk of the Memberor other person entitled to the certificate. The Company will not be responsible for any sharecertificate lost or delayed in the course of delivery.JVZ/767382-000000/15872815v15
7Transfer of Shares7.1Shares are transferable subject to the approval of the Directors by resolution who may, in theirabsolute discretion, decline to register any transfer of Shares without giving any reason. If theDirectors refuse to register a transfer they shall notify the transferee within two months of suchrefusal.7.2The instrument of transfer of any Share shall be in writing and shall be executed by or on behalfof the transferor (and if registration as a holder of the Shares imposes a liability to the Companyon the transferee, signed by or on behalf of the transferee) and contain the name and address ofthe transferee. The transferor shall be deemed to remain the holder of a Share until the name ofthe transferee is entered in the Register of Members.7.3Where Shares are listed on a Recognised Exchange, (a) Articles 7.1 and 7.2 shall not apply and(b) the Shares may be transferred without the need for a written instrument of transfer if thetransfer is carried out in
1. AMENDMENTS TO ARTICLES OF ASSOCIATION PROPOSED THAT that the Articles of Association of the Company (Articles) be amended in the following manner: (1) By inserting a new Article 16A as follows: “Notwithstanding any other provisions in the Memorandum and the Articles, while
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