You are on page 1of 70
& Filed {hare cara that have this document with ks original or = prone ‘certified copy of the original)| ro18. ‘tame ts a tron end completal Pat 25 Sepromber Dol? Zt ~ sant Devts Polk & Wardwell ‘Solicng Hong Kong SAR ‘THE COMPANIES LAW (AS REVISED) OF THE CAYMAN ISLANDS. FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION oF BITMAIN TECHNOLOGIES HOLDING COMPANY HERS CREA] (Adopted by @ Special Resolution dated September 12, 2018 and effective on September 12, 2018) OT 226018 MAE ae Treove eset Fe 28 ‘THE COMPANIES LAW (AS REVISED) OF THE CAYMAN ISLANDS. FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION oF BITMAIN TECHNOLOGIES HOLDING COMPANY HE CRIS (Adopted by @ Special Resolution dated September 12, 2018 and effective on September 12, 2018) ‘The name of the Company is BitMain Technologies Holding Company HATAHBEHRSEEA TI. 2. The registered office of the Company will be situated at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, or at such other place in the Cayman Islands as the Directors may from time to time decide. ‘The objects for which the Company Is established are unrestricted and the Company shall have full power and authority to earry out any object that is not prohibited by any law of the cayman Islands. ‘The Company shall have and be capable of exercising all the powers of a natural person of full ‘capacity 2s provided by law. ‘The liability of the Members is limited to the amount, If any, unpaid on their shares. The authorised share capital of the Company is US$50,000.00 divided into (i) 408,898,941,384 Class A Ordinary Shares with a par value of US$0.0000001 each, (il) 90,000,000,000 Class 8 Ordinary Shares with a par value of US$0.0000001 each, (ii) 500,000,000 Series A Preferred Shares with a par value of US§0.0000001 each, (iv) 261,956,309 Series B Preferred Shares with a par value of USS0.0000001 each, and (v) 339,102,307 Series B+ Preferred Shares with a par value of USS0.0000001 each. 7. The Company has power to register by way of continuation as @ body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to apply for deregistration in the Cayman Islands. DLR eH 9090414905301 meth ny ie 28 ae Ca 8, Capitalised terms that are not defined in this Memorandum of Association bear the same ‘meaning given to them In the Articles of Association of the Company. DLxineai-aoanw 34906001 esa Fe oko Contents Clause Page 1. Interpretation, Preliminary Matters Rights Attaching to Shares 2 3 4. Share Capital. 5. Issue of Shares. 6. 7 8. 2B esesnees 32 Rights, Preferences and Privileges of Shares.. Register of Members... Record Date .. 9. Redemption and Purchase of Shares... 10, Variation of Share Rights . 11, Share Certificates... 12, Transfer of Sharessensnnenes 13, Transmission of Shares.. 14. Non-Recognition of Trusts BB. Ueno 16. Calls on Shares.. 17, Forfeiture of Shares. 18. Increase of Capital... 19. Alteration of Capital. 20. General Meetings. 21. Notice of General Meetings.. 22. Proceedings at General Meetings.. 23. Voting. 24. Proxies and Corporate Representatives .. 25. Appointment and Removal of Directors 26, Powers and Duties of Directors... 27. Proceedings of Directors... 28. Directors" Interests. 29. Delegation of Directors’ Powers... 30. Alternate Directors... 31, Committees of Directors . 32, Observers... 33, officers. 34. Directors’ Remuneration. 35. Seals and Deeds esses 57 BLK} 921 neo 4506064 eat ‘ncn erseac 36. Dividends nee 37. Capitalisation of Profits 38, Share Premium Account 39. Accounting Records 6 40. Service of Notices and Documents. 41. Winding Up 42. Indemnity sss 43, Continuation, Merger and Consolidation... 44, Amendment of Memorandum and Articles LK 1621-9000014906301 eisai ke ‘THE COMPANIES LAW (AS REVISED) OF THE CAYMAN ISLANDS FIFTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION oF BITMAIN TECHNOLOGIES HOLDING COMPANY HER ACEERERER A (Adopted by a Special Resolution dated September 12, 2018 and effective on September 12, 2018) INTERPRETATION 1.1 Table A of the First Schedule to the Statute shall not apply to the Company, 1.2. In these Arties, the following terms shall have the following meanings unless the context ‘otherwise requires: ‘Advantech Capital: Richway Investment Limited; Affiliate: with respect to any Person, any other Person directly or indirectly Controlling, ‘Controlled by, oF under common Control with such Person. In the case of a Preferred Holder, the term “Affiliate” also includes (v) any shareholder of such Preferred Holder, (w) any of ‘such shareholder's or Preferred Holder's general partners or limited partners, (x) the fund manager managing such shareholder or Preferred Holder (and general partners, limited partners and officers thereof) and other funds managed by such fund manager, and (y) trusts Controlled by or for the benefit of any such Person referred to in (v), (w) or (x). With respect to any natural Person, each of the following Persons is such Person's Affilate: (i) spouse; (il) parents; (ii) children; (iv) siblings; (V) any other Person who is a lineal ascendant or descendant of such Person; (vi) any other Person who is a relative of such Person and lives in the same house with such Person; (vil) any other Person whe Is a relative of such Person and Is in any way Involved in the business of the Group Companies; and (vil) any Person Controlled by or under common Control with any one or more of such Person and the Persons escribed in clauses (I) through (vii) above; Notwithstanding the foregoing, (a) the name “Sequoia Capital” is commonly used to describe a variety of entities (collectively, the “Sequoia Entities”) that are afilated by ownership or operational relationship and engaged in a broad range of activities related to investing and securities trading and ‘DLAT9211s09ODL80650e Pit esp ui 0s” ny a 3808 ‘noc seie notwithstanding any other provision of these Articles, these Articles shall not be binding on, or restrict the activities of, any (i) Sequola Entity outside of the Sequoia China Sector Group or (ii) entity primarily engaged In investment and trading In the secondary securities market, (ii) the ultimate beneficial owner of an Sequola Entity (or its general partner or ultimate general partner) who Is a natural Person, and such Person’s relatives (Including but without limitation, such Person's spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law), (Iv) any officer, director or employee of a Sequoia Entity (or its general partner or ultimate general partner) and such Person’s relatives, and (v) for the avoidance of doubt, any portfolio companies of any Sequoia Entity and portfolio companies of any affilated investment fund or investment vehicle of any Sequols Entity; provided that such portfolio company is not Controlled by the Sequoia China Sector Group. For purposes of the foregoing, the “Sequoia China Sector Group” means all Sequoia Entities (whether currently existing or formed in the future) that are principally focused cn companies located in, or with connections to, the People’s Republic of China that are exclusively managed by Sequoia Copital; Alternate Director: a person appointed pursuant to Article 30,1 and designated as an alternate Director by the appointing Director; Applicable Conversion Price: the Series A Conversion Price with respect to a Series A Preferred Share, the Series 8 Conversion Price with respect to a Series B Preference Share, the Series B+ Conversion Price with respect to a Series B+ Preferred Share. Applicable Issue Price: the Series A Issue Price with respect to a Series A Preferred Share, the Series 6 Issue Price with respect to @ Series 8 Preferred Share, or the Series BY Issue Price with respect to a Series 8+ Preferred Share. ‘Applicable Issue Date: the Series A Issue Date with respect to a Series A Preferred Share, the Serles & Issue Date with respect to a Series 8 Preferred Share, or the Series B+ Issue Date with respect to a Series B+ Preferred Share. Applicable Laws with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ‘ordinance, code, rule, regulation, order, injunction, Judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon oF applicable to such Person, as amended unless expressly specified otherwise; Articles: these articles of association of the Company as amended or supplemented from time to time by Special Resolution; ‘Auditors: the auditors for the time being of the Company (if any) and consented to by the Majority Preferred Holders; ‘Automatic Conversion: has the meaning set forth in Article 6.10(c); pty ie 8 “ashame Board or Board of Directors: the board of directors of the Company; Business Day: any day thet is not a Saturday, Sunday, legal holiday or other day on which commercial banks are required or authorized by law to be closed in the PRC, the Cayman Islands or the State of California, the United States of America; Class A Ordinary Share: a Class A ordinary share with a par value of US$0,0000001 each in the capital of the Company; Class B Ordinary Share: a Class 6 ordinary share with a par value of US$0.0000001 each in the capital of the Company; Class or Classes: a class or classes of Shares in the capital of the Company as created and designated by the Directors from time to time pursuant to these Articles, and which shall include a sub-class if so designated (or re-designated) by the Directors; clear days: in relation to the period of 2 notice, that period excluding the day on which the notice is served or deemed to be served and the day for which itis given or on which itis to take effect; Company: the above named company; ‘Company Competitor: the entities, enterprises and businesses listed in Schedule IV of the Shareholders Agreement and any Affiliates of any such entity, enterprise or business, which list may be updated by the Board with the approval of the Majority Preferred Holders; ‘Company Securities: the Equity Securities of the Company; Control: the power or authority, whether exercised or not, to direct the business, management and polices of a Person, directly or indirectly, whether through the ownership of. voting securities, by contract or otherwise; provided, that such power or authority shall conclusively be presumed to exist upon possession of beneficial ewnership or power to direct the vote of fifty percent (50%) or mare of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “Controlled” and “Controlling” have ‘meanings correlative to the foregoing; Convertible Securities: nas the meaning set frth in Article 6,10e)(v)(A)(); Co-Sale Notice: has the meaning set forth in Article 12.43, Co-Sale Rightholder: has the meaning set forth in Article 12.4; Deemed Liquidation Event: has the meaning set forth in Article 6.3; Directors: the directors for the time being of the Company; ome i 32908 Electronie Record: has the same meaning as in the Electronic Transactions Law (as revised) of the Cayman Islands; Equity Securities: with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity Interests, registered capital, and other equity securities of such Person, and any right, warrant, ‘option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, oF security convertible into, exchangeable or exercisable for any of the foregoing, or any contract providing for the acquisition of any of the foregoing; Sor similar plan of the Company approved and adopted by the Board; ‘any equity incentive, purchase or participation plan, employee stock option plan or Exercise Notice: has the meaning set forth in Article 12.6; Exercising Shareholder: has the meaning set forth in Article 12.3; Founder: each of Mr. Wu Jihan (R58), Mr. Zhan Ketuan ({382), Mr. Zhao Zhaofeng (2% ; Mr. Hu Yishuo (#f—i#), Mr. Ge Yuesheng (#884) and Mr. Song Wenbao (8%); Founder Parties: collectively, Mr. Wu Jihan, Mr. Zhan Ketuan, Great Simplicity Investment Corporation and Long Shot Investment Corporation; Functional Currency: in relation to & Class, such currency as the Directors may determine in accordance with these Articles; Governmental Authority: any government of any nation, federation, province, state or locality or any other political subdivision thereof, any entity, authority or body exercising ‘executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or Instrumentality of the PRC or any other country, or any political subdivision thereof, any court, ‘tribunal or arbitrator, and any self-regulatory organization; Group Company: the Company, its Subsidiaries and the companies whose financial statements are consolidated with those of the Company in accordance with the general ‘accepted accounting principles in the United States in effect from time to time, applied on a ‘consistent basis, or any other accounting standards agreed by the Majority Shareholders; GuoTal: Blue Lighthouse Services Inc.; collectively, 10G China Venture Capital Fund IV, L.P. and IDG China IV Investors L.P.; Indemnified Person: any Director, officer or member of a committee duly constituted under these Articles and any liquidator, manager or trustee for the time being acting in relation to 21-0008 40638 g Pk sions enon 208 ‘oar see the affairs of the Company, and his heirs, executors, administrators, personal representatives for successors or assigns; Investor Triggering Event: has the meaning set forth in Article 6.14; 1PO Fea: ry Report: has the meaning set forth in Article 6.15; Issuance Notice: has the meaning set forth in Article 12.6; Majority Preferred Holders: the holders of more than 60% of the voting power of the issued and outstanding Serles A Preferred Shares, Serles 8 Preferred Shares and Series B+ Preferred Shares (voting together as a single class and on an as converted basis); Majority Shareholders: the holders of more than 50% of the voting power of the issued and outstanding Ordinary Shares and Preferred Shares (voting together as a single class and on an as converted basis); Material Adverse Effect: has the meaning set forth in Article 6.13(a); Member: a person who Is registered as the holder of Shares in the Register of Members; Memorandum: the memorandum of association of the Company for the time being; New Securities: has the meaning set forth In Article 6.10(e)(v)(A)(II1; ‘Observers: has the meaning set forth in Article 32.1; Offered Securiti has the meaning set forth in Article 12.3; ‘Option: has the meaning set forth in Article 6.10(e)(v)(A)(1)s ‘Option Period: has the meaning set forth in Article 12. ‘Ordinary Resolution: (a) a resolution passed by @ simple majority of not less than half of the votes cast by such Members as, being entitled to do so, vote in person or by proxy, oF in the cases of ‘members which are corporations, by their duly authorised representatives at a general ‘meeting held in accordance with these Articles; or (b) a written resolution signed by all of the Members entitled to vote at a general meeting ‘of the Campany in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, oF the last of such instruments, if more than one, Is executed; ‘Ordinary Share: a Class A Ordinary Share or a Class 8 Ordinary Share; uac9801 1600043408500 i 4p FEST eens tsar cab sane Ordinary Shareholder: any holder of Ordinary Shares; Permitted Transfer: has the meaning set forth in Article 12.5; Permitted Transferor: each of Mr. Wu Jihan (52238), Mr. Zhan Ketuan (fs), Mr. Zhao Zhaofeng (8); Mr. Hu Yishuo (KIB), and Mr, Ge Yuesheng (258848) or their respective holding company; Person: an individual, corporation, partnership, limited liability company, association, trust of ‘ther entity or organization, including a Governmental Authority; PRC: the People’s Republic of China, but solely for the purposes of these Articles, excluding the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region and Taiwan; Preemptive Rightholder: each Ordinary Shareholder, each Series A Preferred Holder and ‘each Series 8 Preferred Holder; Preferred Holder: any holder of the Preferred Shares; Preferred Shares: means the Series A Preferred Shares, the Series B Preferred Shares, the Series 6+ Preferred Shares, and any other Shares in the capital of the Company fram time to time designated as a preferred share; Pro Rata Share: has the meaning set forth in Article 12.3; Public Offering: a frm underwritten public offering of Registrable Securities or derivatives thereof and the listing of such securities for trading on a stock or investment exchange or ‘other public market; Qingxin: Beijing Integrated Circuit Industry International Fund, L.°.; Qualified EPO: a firm commitment underwritten public offering of the Equity Securities of any Group Company (provided that if such public offering Is conducted by a Group Company other than the Company, such public offering shalt only qualify as a “Qualified IPO” hereunder if the Members are provided with the opportunity to directly hold equity Interests in the proposed listing vehicle) on the Shanghai Stock Exchange, Shenzhen Stock Exchange, Hong Kong Stock Exchange, New York Stock Exchange or NASDAQ Stock Market (or other internationally recognized stock exchange approved by the Majority Shareholders and the Majority Preferred Holders) pursuant to an effective registration statement under the securities laws of the relevant jurisdiction, with an offering price (net of underwriting commissions and expenses) that implies a market capitalization of such Group Company immediately prior to such offering ‘of not less than USS18 billion and that results in gross proceeds to such Group Company of at least US$500 million; provided that a public offering that does not meet the foregoing marke! si DL Ho2- 0080/1906 i 45930 81857 eth urbe an at ci ssc capitalization or gross proceeds requirements that recelves the approval of the Majority Shareholders and the Majority Preferred Holders shall be deemed to be 2 “Qualified 1PO"; Qualified Trade Sale: has the meaning set forth in Article 6.13(b); Recapitalisation: reorganization, restructuring, reclassification or other similar event by the ‘Company of its capital structure; Redemption Closing: has the meaning set forth in Article 6.16; Redemption Notice: has the meaning set forth in Article 6.16) Redemption Period: has the meaning set forth in Article 6.16; Redemption Price: has the meaning set forth in Article 6.17; Redemption Shares: has the meaning set forth in Article 6.16; Register of Members: the register of Members to be kept in accordance with the Statute, Including every duplicate Register of Members; Registered Office: the registered office for the time being of the Company in the Cayman Islands; Registrable Securities: any Ordinary Shares and any securities issued or issuable in respect ‘of such Ordinary Shares by way of conversion, exchange, stock dividend, split or combination, recapitalisation, merger, consolidation, other reorganization or otherwise until (I) a registration statement covering such shares has been declared effective by the SEC and such Ordinary Shares have been disposed of pursuant to such effective registration statement, (ji) such ‘Ordinary Shares are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or (i) such Ordinary Shares are otherwise Transferred, the Company has delivered a new certificate or ‘ther evidence of ownership for such Ordinary Shares not bearing the legend required pursuant to the Shareholders Agreement and such Ordinary Shares may be resold without ‘subsequent registration under the Securities Act; Related Party: any Affilate, officer, director or holder of any Equity Security of any Group ‘Company, and any Affliate of any of the foregoing, except for any other Group Company; Remaining Securities: has the meaning set forth in Article 12.35, Requesting Party: has the meaning set forth in Article 6.16; Rightholder: each Series A Preferred Holder and each Series B Preferred Holder; ‘Seal: the common seal of the Company (if any), including every duplicate seal; Pik 459 8.P BF mete ues escr issnre SEC: the Securities and Exchange Commission of United States; ‘Second Notice: has the meaning set forth in Article 12.3; Secretary: the secretary for the time being of the Company and any person appointed to perform any of the duties of the secretary (if any); Securities Act: the United States Securities Act of 1933, as amended; ‘Sequoia: collectively, SCC Venture VI Holdco G, Ltd, SCC Growth V Holdco G, Ltd., SC GGFTIT Holdco, Ltd. and SCC Growth V 2018-A, L.P. and their respective Affiliates; Series A Conversion Price: has the meaning set forth in Article 6.10(a);, Series A Issue Date: the date of the first issuance of a Series A Preferred Share; Series A Issue Price: US$0.10, as appropriately adjusted for share splits, share dividends, combinations, recapitalisations and similar events with respect to the Series A Preferred Shares; Series A Preference Amount: has the meaning set forth in Article 6.2(b); Series A Preferred Holder: any holder of Series A Preferred Shares; Series A Preferred Share: a Series A Preferred Share of US$0.0000001 par value per share in the capital of the Company having the rights, preference and privileges set forth in these Astides; Series A Subscription Agreement: the Series A Preferred Share Subscription Agreement, dated as of August 8, 2017, emong the Company, certain Subsidiaries of the Company, the Series A Preferred Holders and certain other parties thereto; Series B Conversion Price: has the meaning set forth in Article 6.10(a); Series 8 Issue Date: the date of the first Issuance of a Series 8 Preferred Share; Series 6 Issue Price: approximately US$1.1174 (after rounding), as appropriately adjusted for share splits, share dividends, combinations, recapitalisations and similar events with respect to the Series & Preferred Shares; Series B Preference Amount: has the meaning set forth in Article 6.2(2); Seri red Holder: any holder of Series 8 Preferred Shares; 1-20000134906900 3 la 1p 10080857 sense i 888 “ce Series B Preferred Share: a Series B Preferred Share of US$0.000000! par value per share {in the capital of the Company having the rights, preference and privileges set forth in these Articles; Series B Subscription Agreement: the Series 8 Preferred Share Subscription Agreement, dated as of June 19, 2018, among the Company, certain Subsidiaries of the Company, the Series 8 Preferred Holders and certain other parties thereto; Series 8+ Conversion Price: has the meaning set forth in Article 6.10(a);, Series 8+ Issue Date: the date of the first Issuance of a Series B+ Preferred Share; Series B+ Issue Price: approximately US$1.3036 (after rounding), as appropriately adjusted for share splits, share dividends, combinations, recapitalisations and similar events with respect to the Serles 8 Preferred Shares; Series B+ Preference Amount: has the meaning set forth in Article 6.2(3); Series B+ Preferred Holder: ny holder of Series B+ Preferred Shares; Series B+ Preferred Share: a Series 8+ Preferred Share of US$0.0000001 par value per share in the capital of the Company having the rights, preference and privileges set forth in these Articles; Series B+ Subscription Agreement: the Series B+ Preferred Share Subscription Agreement, dated as of August 7, 2018 among the Company, certain Subsidiaries of the Company, the Series 8+ Preferred Holders and certain other parties thereto; Share: a share in the capital of the Company (including a Class A Ordinary Share, a Class 8 Ordinary Share and a Preferred Share) having the rights and being subject to the restrictions {as provided for under these Articles with respect to such share, All references to Shares shall Include a fraction of a share; Share Premium Account: the share premium account established in accordance with these Articles and the Statute; Shareholders Agreement: the second amended and restated shareholders agreement, dated August 20, 2018, among the Company, certain Subsidiaries of the Company, the Founders, the Series A Preferred Holders, the Series B Preferred Holders and the Series B+ Preferred Holders as amended from time to time; Sinovation Ventures: Sinovation Fund II, L.P.; Special Resolution: DLRoi921 pons 490630" emo et ‘thc soe (2) a resolution passed by a majority of not less than two thirds of the votes cast by such Members as, being entitled to do so, vote in person or by proxy, oF in the cases of ‘Members which are corporations, by their duly authorised representatives at a general ‘meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or (b) a written resolution signed by all of the Members entitied to vote at a general meeting fof the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, Is executed; Statute: the Companies Law of the Cayman Islands as amended and every statutory ‘modification or re-enactment thereof for the time being in effect; Subsidiary: any other Person that Is Controlled directly or indirectly by such Person; ‘Third Party Purchase: has the meaning set forth in Article 6.16; ‘Trade Sale: any of the following transactions: (i) any consolidation, amalgamation, scheme of arrangement or merger of the Group Companies with or inte any other Person or other reorganization in which the Members immediately prior to such consolidation, amalgamation, merger, scheme of arrangement or reorganization own less than fifty percent (50%) of the surviving entity's voting power or equity interest (on an as-converted basis) in the aggregate Immediately after such consolidation, merger, amalgamation, scheme of arrangement or reorganization, or any transaction or series of related transactions pursuant to which in excess of fifty percent (50%) of the Company's voting power or equity interest (on an as-converted basis) is transferred, (i) a sale, transfer, lease or other disposition of all or substantially all of the assets of the Group Companies (or any series of related transactions resulting in such sale, transfer, lease or other disposition of ail or substantially all of the assets of the Group Companies), or (i) the exclusive licensing of all or substantially all of the Group Companies’ Intellectual property to a third party; ‘Transaction Document: has the meaning set forth in the Series B+ Subscription Agreement; ‘Transfer: with respect to any Company Securities, (I) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Company Securities or any participation or interest therein, whether directly or indirectly (including pursuant to a derivative transaction), or agree or commit to do any of the foregoing and (ji) when used a a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such Company Securities or any participation or interest therein or any agreement or commitment to do any of the foregoing; ‘Transfer Notice: has the meaning set forth in Article 12.3; ‘Transferor: has the meaning set forth in Article 12.3; BL Kom92n noni 45063041 meter a ‘ea cat ison USS: the lawful currency of the United States of America; and Valuer: has the meaning set forth in Article 6.25. 1.3 Words importing the singular number include the plural number and vice versa. 1.6 Words Importing the masculine gender include the feminine gender. 1,5 Words Importing persons include corporations and any other legal or natural persons. 1.6 Any reference to writing includes all modes of representing of reproducing words in a visible ‘and legible form, including in the form of an Electronic Record. 1.7 The word may shall be construed as permissive and the word shall be construed as imperative. 1.8 Any phrase introduced by the terms including, include, in particular or any similar ‘expression shall be merely illustrative and shall not limit the sense of the words preceding those terms. 1.9. Where any provision of the Statute is referred to, the reference is to that provision as modified by any subsequent law for the time being in force. 1.10 Unless the context otherwise requires, words and expressions defined in the Statute bear the same meanings in these Articles. 111 References to days are to calendar days, unless otherwise specified. 41.12 Headings are used for convenience only and shall not affect the construction of these Articles. 2. PRELIMINARY MATTERS. 2.1 The Registered Office of the Company shall be at such place in the Cayman Islands as the Directors shall from time to time determine. 2.2 The Company, in addition to its Registered Office, may establish and maintain such other offices in the Cayman Islands or elsewhere as the Directors may from time to time determine. 2.3. The Directors may appoint any person to act as a service provider to the Company and may delegate to any such service provider any of the functions, duties, powers and discretions available to them as Directors, upon such terms and conditions (including as to the remuneration payable by the Company) and with such powers of sub-delegation, but subject to such restrictions, as they think fit. 3. RIGHTS ATTACHING TO SHARES 3.1 Each Share confers upon the holder of such Share: ‘BLK/7921 1003904301 ik tcp 1000157 sein et 286 ‘asc iso (a) the right to receive notice of, attend at and vote as a Member at any general meeting of the Company as provided in these Articles; (b) subject to Article 6, the right in a winding up to repayment of capital as provided in these Articles but no other right to participate in the profits or assets of the Company; and (©) the right to receive dividends as provided in these Articles. 4, SHARE CAPITAL 4.1 The unissued Shares shall be at the discretion of the Directors, and they may (subject to the provisions of these Articles and the Statute) issue Shares in Classes, or refuse to Issue any ‘Sheres to any subscriber or may allt, grant options ever or otherwise dispose of them to such person, on such terms and conditions and with such rights and restrictions attaches thereto, ‘and at such times as they think fit; provided that no Share shall be issued at a discount {excent in accordance with the provisions of the Statute). 4.2 Subject to the Statute and these Articles, the Company may make payment in respect of the redemption or repurchase of its own Shares in any manner authorised by the Statute, Including out of capital, share premium, profits or the proceeds of a fresh issue of new Shares. 4.3. The Company may from time to time by Special Resolution classify or reclassify any authorised but unissued Shares of any Class into Shares of a new Class representing or having different rights. 4.4 Notwithstanding the currency in which the par value of the Class A Ordinary Shares, Class B Ordinary Shares or Preferred Shares is denominated, the Directors may, before the Issue of the first Share of a particular Class, specify the Functional Currency of the Class as the currency in which the subscription price of those Shares is calculated, ISSUE OF SHARES: Power to Issue Shares 5.1. The Directors may (subject to the provisions of the Statute and these Articles, including ‘without limitation Article 6.12), without prejudice to any rights attached to any existing Shares, offer, allot, grant options over or otherwise dispose of the Shares with or without preferred, deferred, qualified or other special rights or restrictions, whether in regard to ‘dividends or other forms of distribution, voting, return of capital or otherwise, and to such persons and on such terms and conditions and for such consideration, and at such times as they think ft; provided that na Share shall be issued at a discount (except in accordance with the provisions of the Statute). Any Share may, with the sanction of a Special Resolution, be Issued on the terms that itis, or at the option of the Company or the holder is lable, to be redeemed. Duxmisaonaos4eason : ri ey 2100 eet ie ‘acon sonar 5.2 In the event that any Preferred Share Is converted pursuant to Article 6.10, the Preferred ‘Share so converted shall be cancelled on redemption or purchase by the Company, and the amount of the Company's issued share capital shall be diminished by the nominal value of those Preferred Shares; but the redemption or purchase of the Preferred Shares is not to be taken as reducing the amount of the Company's authorized share capital. No Shares to Bearer 5.3 The Company shall not issue Shares to bearer. Fractional Shares 5.4 The Company may, in accordance with the provisions of these Articles and the Statute, issue fractions of Shares; provided that no fractional Ordinary Shares shall be issued upon conversion of any Preferred Shares. 6. RIGHTS, PREFERENCES AND PRIVILEGES OF SHARES Certain rights, preferences and privileges of the Shares of the Company are as follows: Dividends Rights 6.1 No dividend (other than that payable solely in Ordinary Shares or other securities and rights Convertible into or entitling the holder thereof to solely receive, directly or indirectly, additional Ordinary Shares) shall be paid on or declared and set aside for any Ordinary Share at any time unless and until a dividend in like amount as Is declared or paid on the Ordinary Shares has been paid on or declared and set aside for each outstanding Preferred Share, on an as if converted basis. Liquidation Preference 6.2. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all assets and funds of the Company legally available for distribution to the Members (after satisfaction of all creditors’ claims and claims that may be preferred by law) shall be distributed to the Members of the Company as set forth below: (2) First, the Series B+ Preferred Holders and the Series 8 Preferred Holders shall be entitled to receive for each Series B+ Preferred Share or Series 8 Preferred Share (25 applicable) held by such holder, on parity with each other and prior end in preference to any distribution of any of the assets or funds of the Company to the holders of any other class or series of shares by reason of thelr ownership of such shares, an amount. equal to 100% of the Applicable Tssue Price, plus all declared but unpaid dividends on such Series 8+ Preferred Share or Series B Preferred Share (as applicable) (the “Series B+ Preference Amount” and "Series B Preference Amount” respectively) za If the assets and funds thus distributed among the holders of the Series B+ Prefe LK I6nF-oaon4T4ot8D0e ey Pk spss as vert Pan 068 “ne oe one 63 ‘Shares and the holders of the Series 8 Preferred Shares shall be insufficient to permit the payment to such holders of the Series B+ Preference Amount and the Series B Preference Amount in full, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series B+ Preferred Shares and holders of the Series B Preferred Shares in proportion to the aggregate Series B+ Preference Amount and Series 8 Preference Amount (as applicable) each such holder is otherwise entitled to receive pursuant to this subparagraph (a); (b) Second, after payment of the Series 6+ Preference Amount and Series & Preference ‘Amount in full pursuant to subparagraph (a) above, the Series A Preferred Holders shall be entitled to receive for each Series A Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class or series of shares by reason of their ownership of such shares, the amount equal to 100% of the Series A Issue Price, plus all declared but unpaid dividends on such Series A Preferred Share (collectively, the "Series A Preference Amount’, together with the Series 8+ Preference Amount and the Series 8 Preference Amount, the "Preference Amount") If the assets and funds thus distributed among the Series A Preferred Holders shall be insufficient to permit the payment to such holders of the full Series A Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the Series A Preferred Holders in Proportion to the aggregate Series A Preference Amount each such holder Is otherwise entitled to receive pursuant to this subparagraph (b); and (©) Third, if there are any assets or funds remaining after the aggregate Preference ‘Amount has been distributed or paid in full to the respective Preferred Holders: pursuant to subparagraphs (a) and (b) above, the remaining assets and funds of the Company available for distribution to the Members shall be distributed ratably among the holders of issued and outstanding Preferred Shares and Ordinary Shares in proportion to the number of issued and outstanding Preferred Shares (on an as- converted basis) and Ordinary Shares held by each such holder. Unless waived in writing by the Majority Preferred Holders, a Deemed Liquidation Event shall bbe deemed to be @ liquidation, dissolution or winding up of the Company, and any proceeds, whether in cash or properties, resulting from a Deemed Liquidation Event shall be distributed In accordance with the terms of Article 6,2. “Deemed Liquidation Event” means any of the following events: {e) any consolidation, amalgamation, scheme of arrangement or merger of any Group Company with or into any other Person or other reorganization in which the Members: or shareholders of such Group Company immediately prior to such consolidation, amalgamation, merger, scheme of arrangement or reorganization own less than fi percent (50%) of the surviving entity's voting power or equity interest (on an ff oan 3063041