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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

SKYBRIDGE FINTECH LTD.

(a Delaware corporation)

Skybridge Fintech Ltd., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows:

FIRST: The name of the corporation is Skybridge Fintech Ltd. (hereinafter referred to as the "Corporation"). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 14, 2018.

SECOND: This Amended and Restated Certificate of Incorporation has been duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with the provisions of Sections 228, 242, and 245 of the DGCL. The Board of Directors of the Corporation duly adopted resolutions setting forth this Amended and Restated Certificate of Incorporation, declaring its advisability, and directing that it be submitted to the stockholders of the Corporation for their approval. The requisite stockholders of the Corporation thereafter duly approved this Amended and Restated Certificate of Incorporation by written consent in accordance with Section 228 of the DGCL, and written notice of such consent has been given in accordance with Section 228(e) of the DGCL.

THIRD: This Amended and Restated Certificate of Incorporation restates, integrates, and further amends the provisions of the Certificate of Incorporation of the Corporation, as heretofore amended and restated.

FOURTH: The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

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ARTICLE I — NAME

The name of the corporation is Skybridge Fintech Ltd. (the "Corporation").

ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is 1600 Market Street, Suite 2200, Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's registered agent at such address is the registered agent currently on file with the Secretary of State of the State of Delaware. The Corporation may, from time to time, designate a different address or a different registered agent in accordance with the DGCL and the applicable rules and regulations of the Secretary of State of the State of Delaware.

ARTICLE III — PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to the conduct, promotion, and attainment of the business, purposes, and activities of the Corporation.

ARTICLE IV — AUTHORIZED CAPITAL STOCK

Section 4.1 — Authorized Shares

The total number of shares of all classes of capital stock that the Corporation is authorized to issue is Forty-Five Million Five Hundred Thousand (45,500,000) shares, consisting of:

(a) Thirty Million (30,000,000) shares of Common Stock, par value $0.0001 per share (the "Common Stock"); and

(b) Fifteen Million Five Hundred Thousand (15,500,000) shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), designated as follows:

(i) Three Million (3,000,000) shares are hereby designated as "Series Seed Preferred Stock" (the "Series Seed Preferred");

(ii) Five Million (5,000,000) shares are hereby designated as "Series A Preferred Stock" (the "Series A Preferred"); and

(iii) Seven Million Five Hundred Thousand (7,500,000) shares are hereby designated as "Series B Preferred Stock" (the "Series B Preferred," and together with the Series Seed Preferred and the Series A Preferred, the "Preferred Stock").

The rights, preferences, privileges, restrictions, and other matters relating to the Common Stock and the Preferred Stock are as set forth in this Article IV. Capitalized terms used but not defined herein shall have the meanings ascribed to them in Exhibit A attached hereto and incorporated herein by reference.

Section 4.2 — Rights, Preferences, Privileges, and Restrictions of Preferred Stock

The following rights, preferences, privileges, restrictions, and other matters relating to the Preferred Stock shall apply:

Section 4.2.1 — Dividends. ##### (a) Series B Preferred Dividends.

Holders of shares of Series B Preferred shall be entitled to receive, when, as, and if declared by the Board of Directors of the Corporation (the "Board"), out of any assets of the Corporation legally available therefor, dividends at the rate of eight percent (8%) per annum of the Series B Original Issue Price (as defined below) per share of Series B Preferred (the "Series B Preferred Dividend"). For purposes of this Certificate of Incorporation, the "Series B Original Issue Price" shall mean Six Dollars ($6.00) per share, as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar events with respect to the Series B Preferred. Dividends on the Series B Preferred shall be non-cumulative; accordingly, if the Board does not declare a dividend in respect of the Series B Preferred in any fiscal year of the Corporation, the right to receive such dividend for such fiscal year shall not carry forward to any subsequent fiscal year, and the holders of Series B Preferred shall have no right to receive such undeclared dividend at any future time. Dividends on the Series B Preferred shall be payable in preference and priority to the payment of any dividends on the Series A Preferred, the Series Seed Preferred, and the Common Stock.

##### (b) Series A Preferred Dividends.

After the payment in full of all dividends on the Series B Preferred required by Section 4.2.1(a) above with respect to the applicable period, holders of shares of Series A Preferred shall be entitled to receive, when, as, and if declared by the Board, out of any assets of the Corporation legally available therefor, dividends at the rate of six percent (6%) per annum of the Series A Original Issue Price (as defined below) per share of Series A Preferred (the "Series A Preferred Dividend"). For purposes of this Certificate of Incorporation, the "Series A Original Issue Price" shall mean Two Dollars ($2.00) per share, as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar events with respect to the Series A Preferred. Dividends on the Series A Preferred shall be non-cumulative; accordingly, if the Board does not declare a dividend in respect of the Series A Preferred in any fiscal year of the Corporation, the right to receive such dividend for such fiscal year shall not carry forward to any subsequent fiscal year, and the holders of Series A Preferred shall have no right to receive such undeclared dividend at any future time. Dividends on the Series A Preferred shall be payable in preference and priority to the payment of any dividends on the Series Seed Preferred and the Common Stock.

##### (c) Series Seed Preferred Dividends.

After the payment in full of all dividends on the Series B Preferred and the Series A Preferred required by Sections 4.2.1(a) and 4.2.1(b) above with respect to the applicable period, holders of shares of Series Seed Preferred shall be entitled to receive, when, as, and if declared by the Board, out of any assets of the Corporation legally available therefor, dividends at the rate of six percent (6%) per annum of the Series Seed Original Issue Price (as defined below) per share of Series Seed Preferred (the "Series Seed Preferred Dividend"). For purposes of this Certificate of Incorporation, the "Series Seed Original Issue Price" shall mean Fifty Cents ($0.50) per share, as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar events with respect to the Series Seed Preferred. Dividends on the Series Seed Preferred shall be non-cumulative; accordingly, if the Board does not declare a dividend in respect of the Series Seed Preferred in any fiscal year of the Corporation, the right to receive such dividend for such fiscal year shall not carry forward to any subsequent fiscal year, and the holders of Series Seed Preferred shall have no right to receive such undeclared dividend at any future time. Dividends on the Series Seed Preferred shall be payable in preference and priority to the payment of any dividends on the Common Stock.

##### (d) Participation in Common Dividends.

After the payment in full of all preferential dividends on all series of Preferred Stock in the order of priority set forth in Sections 4.2.1(a), 4.2.1(b), and 4.2.1(c) above with respect to the applicable period, any additional dividends declared by the Board in respect of such period shall be distributed among the holders of Common Stock and the holders of all series of Preferred Stock (calculated on an as-converted-to-Common-Stock basis in accordance with Section 4.2.3), pro rata based on the number of shares of Common Stock held by each such holder or issuable upon conversion of each such holder's shares of Preferred Stock, as applicable. For the avoidance of doubt, the participation rights set forth in this Section 4.2.1(d) shall apply only after all preferential dividends required under Sections 4.2.1(a), 4.2.1(b), and 4.2.1(c) have been paid in full or set aside for payment in respect of the applicable period.

Section 4.2.2 — Liquidation Preference. ##### (a) Definitions.

For purposes of this Section 4.2.2 and this Certificate of Incorporation generally:

"Liquidation Event" shall mean (i) any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, or (ii) a Deemed Liquidation Event (as defined below).

"Deemed Liquidation Event" shall mean, unless the holders of at least a majority of the then-outstanding shares of each series of Preferred Stock (each voting separately as a class) elect otherwise by written notice delivered to the Corporation prior to the consummation thereof:

(A) a merger, consolidation, or other business combination of the Corporation with or into another entity in which the stockholders of the Corporation immediately prior to such transaction do not retain a majority of the voting power of the surviving or resulting entity (or its parent) immediately following such transaction;

(B) a sale, lease, transfer, exclusive license, or other disposition, in a single transaction or a series of related transactions, of all or substantially all of the assets of the Corporation;

(C) any transaction or series of related transactions to which the Corporation is a party in which in excess of fifty percent (50%) of the Corporation's voting power is transferred (excluding any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Corporation or indebtedness of the Corporation is cancelled or converted or a combination thereof);

provided, however, that a Deemed Liquidation Event shall not include (1) any transaction the sole purpose of which is to change the state of the Corporation's incorporation, (2) any transaction the sole purpose of which is to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation's securities immediately prior to such transaction, or (3) any transaction effected primarily for the purpose of financing the Corporation in which cash is received by the Corporation or the cancellation of indebtedness of the Corporation or a combination thereof. The determination of whether a transaction constitutes a "Deemed Liquidation Event" shall be made by the Board in good faith, subject to the rights of the holders of Preferred Stock under Section 4.2.6 of this Certificate of Incorporation.

##### (b) Series B Liquidation Preference.

In the event of any Liquidation Event, before any distribution or payment shall be made to the holders of the Series A Preferred, the Series Seed Preferred, or the Common Stock, the holders of each share of Series B Preferred then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, on a per-share basis, an amount equal to the greater of:

(i) the Series B Original Issue Price of Six Dollars ($6.00) per share (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, and similar events affecting the Series B Preferred) (the "Series B Preference Amount"), plus any dividends declared but unpaid thereon as of the date of such Liquidation Event (the Series B Preference Amount together with such declared but unpaid dividends, the "Series B Liquidation Preference"); or

(ii) the amount per share that such holder would have received had all outstanding shares of Series B Preferred been converted into shares of Common Stock pursuant to Section 4.2.3 immediately prior to such Liquidation Event (the "Series B As-Converted Amount").

For the avoidance of doubt, the Series B Preferred has a non-participating liquidation preference structure. Accordingly, each holder of Series B Preferred shall receive the greater of the Series B Liquidation Preference or the Series B As-Converted Amount, but not both. A holder of Series B Preferred that elects (or is deemed to elect) to receive the Series B As-Converted Amount shall be treated for all purposes of this Section 4.2.2 as having converted such shares into Common Stock immediately prior to the Liquidation Event. The aggregate Series B Liquidation Preference for all outstanding shares of Series B Preferred (assuming 7,500,000 shares outstanding and no adjustments) is Forty-Five Million Dollars ($45,000,000).

##### (c) Series A Liquidation Preference.

After the payment in full of all amounts required to be distributed to holders of the Series B Preferred pursuant to Section 4.2.2(b) above, and before any distribution or payment shall be made to the holders of the Series Seed Preferred or the Common Stock, the holders of each share of Series A Preferred then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, on a per-share basis, an amount equal to the greater of:

(i) the Series A Original Issue Price of Two Dollars ($2.00) per share (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, and similar events affecting the Series A Preferred) (the "Series A Preference Amount"), plus any dividends declared but unpaid thereon as of the date of such Liquidation Event (the Series A Preference Amount together with such declared but unpaid dividends, the "Series A Liquidation Preference"); or

(ii) the amount per share that such holder would have received had all outstanding shares of Series A Preferred been converted into shares of Common Stock pursuant to Section 4.2.3 immediately prior to such Liquidation Event (the "Series A As-Converted Amount").

For the avoidance of doubt, the Series A Preferred has a non-participating liquidation preference structure. Accordingly, each holder of Series A Preferred shall receive the greater of the Series A Liquidation Preference or the Series A As-Converted Amount, but not both. A holder of Series A Preferred that elects (or is deemed to elect) to receive the Series A As-Converted Amount shall be treated for all purposes of this Section 4.2.2 as having converted such shares into Common Stock immediately prior to the Liquidation Event. The aggregate Series A Liquidation Preference for all outstanding shares of Series A Preferred (assuming 5,000,000 shares outstanding and no adjustments) is Ten Million Dollars ($10,000,000).

##### (d) Series Seed Liquidation Preference.

After the payment in full of all amounts required to be distributed to holders of the Series B Preferred and the Series A Preferred pursuant to Sections 4.2.2(b) and 4.2.2(c) above, and before any distribution or payment shall be made to the holders of the Common Stock, the holders of each share of Series Seed Preferred then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, on a per-share basis, an amount equal to the greater of:

(i) the Series Seed Original Issue Price of Fifty Cents ($0.50) per share (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, and similar events affecting the Series Seed Preferred) (the "Series Seed Preference Amount"), plus any dividends declared but unpaid thereon as of the date of such Liquidation Event (the Series Seed Preference Amount together with such declared but unpaid dividends, the "Series Seed Liquidation Preference"); or

(ii) the amount per share that such holder would have received had all outstanding shares of Series Seed Preferred been converted into shares of Common Stock pursuant to Section 4.2.3 immediately prior to such Liquidation Event (the "Series Seed As-Converted Amount").

For the avoidance of doubt, the Series Seed Preferred has a non-participating liquidation preference structure. Accordingly, each holder of Series Seed Preferred shall receive the greater of the Series Seed Liquidation Preference or the Series Seed As-Converted Amount, but not both. A holder of Series Seed Preferred that elects (or is deemed to elect) to receive the Series Seed As-Converted Amount shall be treated for all purposes of this Section 4.2.2 as having converted such shares into Common Stock immediately prior to the Liquidation Event. The aggregate Series Seed Liquidation Preference for all outstanding shares of Series Seed Preferred (assuming 3,000,000 shares outstanding and no adjustments) is One Million Five Hundred Thousand Dollars ($1,500,000).

##### (e) Aggregate Senior Liquidation Preference.

The aggregate senior liquidation preference for all series of Preferred Stock, assuming all shares of each series are outstanding and no adjustments have been made, is as follows:

The foregoing table is provided for informational purposes only and is subject to adjustment based on the actual number of shares outstanding and any adjustments to the applicable Original Issue Prices as contemplated by this Certificate of Incorporation.

##### (f) Remaining Distribution.

After the payment in full of all Liquidation Preferences to all series of Preferred Stock in accordance with Sections 4.2.2(b), 4.2.2(c), and 4.2.2(d) above (or, in the case of any series of Preferred Stock, the election or deemed election by the holders thereof to receive the applicable As-Converted Amount in lieu of the applicable Liquidation Preference), the entire remaining assets of the Corporation available for distribution to stockholders shall be distributed ratably among the holders of shares of Common Stock then outstanding (including any shares of Common Stock issued or issuable upon conversion of shares of Preferred Stock held by holders who elected or were deemed to have elected to receive their As-Converted Amount), pro rata based on the number of shares of Common Stock held by each such holder.

##### (g) Insufficiency of Assets.

If, upon any Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series B Preferred the full amounts to which they shall be entitled pursuant to Section 4.2.2(b), all of the assets of the Corporation available for distribution shall be distributed ratably among the holders of shares of Series B Preferred in proportion to the respective amounts that would otherwise be payable in respect of the shares held by each such holder upon such distribution if all amounts payable on or with respect to such shares were paid in full.

If the assets of the Corporation available for distribution are sufficient to pay the holders of shares of Series B Preferred the full amounts to which they are entitled under Section 4.2.2(b) but are insufficient to pay the holders of shares of Series A Preferred the full amounts to which they shall be entitled pursuant to Section 4.2.2(c), the remaining assets of the Corporation available for distribution after payment in full of the Series B Liquidation Preference (or the Series B As-Converted Amount, as applicable) shall be distributed ratably among the holders of shares of Series A Preferred in proportion to the respective amounts that would otherwise be payable in respect of the shares held by each such holder upon such distribution if all amounts payable on or with respect to such shares were paid in full.

If the assets of the Corporation available for distribution are sufficient to pay the holders of shares of Series B Preferred and Series A Preferred the full amounts to which they are entitled under Sections 4.2.2(b) and 4.2.2(c), respectively, but are insufficient to pay the holders of shares of Series Seed Preferred the full amounts to which they shall be entitled pursuant to Section 4.2.2(d), the remaining assets of the Corporation available for distribution after payment in full of the Series B Liquidation Preference (or the Series B As-Converted Amount, as applicable) and the Series A Liquidation Preference (or the Series A As-Converted Amount, as applicable) shall be distributed ratably among the holders of shares of Series Seed Preferred in proportion to the respective amounts that would otherwise be payable in respect of the shares held by each such holder upon such distribution if all amounts payable on or with respect to such shares were paid in full.

##### (h) Deemed Liquidation Event — Procedures.

The Corporation shall give each holder of outstanding shares of Preferred Stock written notice of any proposed Deemed Liquidation Event not less than twenty (20) days prior to the date of the consummation thereof. Such notice shall describe the material terms and conditions of such Deemed Liquidation Event, including, without limitation, the aggregate consideration to be received by the stockholders of the Corporation (or, in the case of a transaction described in clause (B) of the definition of Deemed Liquidation Event, the aggregate consideration to be received by the Corporation), the form of such consideration, and the anticipated closing date.

The holders of at least a majority of the then-outstanding shares of each series of Preferred Stock (each voting separately as a class) may elect to waive the application of the Deemed Liquidation Event provisions set forth in this Section 4.2.2 with respect to any particular transaction by delivering written notice of such election to the Corporation prior to the consummation of such transaction. In the event that the holders of the requisite shares of all series of Preferred Stock deliver such written waiver, the transaction shall not be treated as a Deemed Liquidation Event for purposes of this Section 4.2.2, and the provisions of this Section 4.2.2 shall not apply thereto.

In the event of a Deemed Liquidation Event, if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow or is made contingent upon the satisfaction of conditions or subject to holdback, offset, or indemnification obligations (collectively, "Contingent Consideration"), the definitive agreement governing such Deemed Liquidation Event shall provide that (i) the portion of such Contingent Consideration that is not placed into escrow, not subject to holdback, and not contingent shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 4.2.2(b) through 4.2.2(f) above as if the total consideration payable consisted only of the non-contingent portion, and (ii) any additional amounts subsequently released from escrow, satisfied, or otherwise paid shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 4.2.2(b) through 4.2.2(f) above.

Section 4.2.3 — Conversion. ##### (a) Optional Conversion.

Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the applicable Original Issue Price for such series of Preferred Stock by the applicable Conversion Price (as defined below) for such series of Preferred Stock in effect at the time of conversion. As of the date of filing of this Amended and Restated Certificate of Incorporation, the initial conversion ratios for each series of Preferred Stock are as follows:

The applicable "Conversion Price" for each series of Preferred Stock shall initially be equal to the applicable Original Issue Price for such series, subject to adjustment as set forth in Section 4.2.4 of this Certificate of Incorporation. The term "Conversion Ratio" shall mean, for any series of Preferred Stock, the quotient obtained by dividing the applicable Original Issue Price by the applicable Conversion Price then in effect for such series.

##### (b) Mandatory / Automatic Conversion.

Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the then-effective Conversion Ratio for such series of Preferred Stock upon the earliest to occur of the following:

(i) Qualified IPO. The closing of a firm-commitment underwritten public offering of shares of Common Stock of the Corporation pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), in which (A) the per-share offering price to the public (before deduction of underwriting discounts, commissions, and expenses) equals or exceeds the applicable Threshold Price (as defined below) for such series of Preferred Stock, and (B) the aggregate gross proceeds to the Corporation (before deduction of underwriting discounts, commissions, and expenses) equal or exceed Fifty Million Dollars ($50,000,000) (a "Qualified IPO"). The "Threshold Price" for each series of Preferred Stock shall be as follows:

• Series B Preferred: Three times (3×) the Series B Original Issue Price, or Eighteen Dollars ($18.00) per share (as adjusted for stock splits, stock dividends, combinations, recapitalizations, and similar events);

• Series A Preferred: Three times (3×) the Series A Original Issue Price, or Six Dollars ($6.00) per share (as adjusted for stock splits, stock dividends, combinations, recapitalizations, and similar events);

• Series Seed Preferred: Three times (3×) the Series Seed Original Issue Price, or One Dollar and Fifty Cents ($1.50) per share (as adjusted for stock splits, stock dividends, combinations, recapitalizations, and similar events).

(ii) Written Consent of Preferred Stockholders. The date specified by the written consent or agreement of (A) holders of at least a majority of the then-outstanding shares of Series B Preferred (voting as a separate class), (B) holders of at least a majority of the then-outstanding shares of Series A Preferred (voting as a separate class), and (C) holders of at least a majority of the then-outstanding shares of Series Seed Preferred (voting as a separate class). For the avoidance of doubt, the consent of all three classes, each voting separately, is required to effect an automatic conversion under this Section 4.2.3(b)(ii).

##### (c) Mechanics of Conversion.

Notice of Optional Conversion. A holder of Preferred Stock electing to convert shares pursuant to Section 4.2.3(a) shall give written notice to the Corporation at its principal office (or to the Corporation's transfer agent, Ledgermark Transfer Services, Inc., or any successor transfer agent appointed by the Corporation) of such holder's election to convert, specifying the number of shares of Preferred Stock to be converted and the name or names in which the shares of Common Stock issuable upon conversion are to be registered. Such notice shall be accompanied by the surrender of the certificate or certificates (if any) representing the shares of Preferred Stock to be converted, duly endorsed or accompanied by proper instruments of transfer, at the office of the Corporation or its transfer agent. If shares of Preferred Stock are held in book-entry form, the holder shall comply with the procedures established by the Corporation's transfer agent for the surrender and conversion of book-entry shares.

Issuance of Common Stock. As promptly as practicable after the surrender of certificates (or book-entry surrender) and the receipt of written notice of conversion, the Corporation shall issue and deliver (or cause the transfer agent to issue and deliver) to the converting holder, or to such holder's nominee(s), a certificate or certificates (or book-entry notation) for the number of full shares of Common Stock issuable upon such conversion, together with any cash payment in lieu of fractional shares as provided below.

No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional share to which a holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the applicable Conversion Price then in effect for the series of Preferred Stock being converted.

Effective Date of Conversion. The conversion of shares of Preferred Stock shall be deemed to have been effected as of the close of business on the date on which the certificates (or book-entry interests) for such shares have been surrendered and written notice of conversion has been received by the Corporation or its transfer agent (the "Conversion Date"). At such time, the rights of the holder of such shares of Preferred Stock as a holder thereof shall cease, and the person or persons in whose name or names the certificates (or book-entry interests) for shares of Common Stock are to be issued upon conversion shall be deemed to have become the holder or holders of record of such shares of Common Stock.

Status of Converted Shares. Any shares of Preferred Stock that are converted pursuant to this Section 4.2.3 shall be retired and shall revert to the status of authorized but unissued shares of Preferred Stock of the Corporation, undesignated as to series. Such shares shall not be reissuable as part of the same series from which they were converted without the prior approval of the stockholders of the Corporation in accordance with the DGCL and this Certificate of Incorporation.

Section 4.2.4 — Anti-Dilution Adjustments. ##### (a) Weighted-Average Broad-Based Anti-Dilution.

If the Corporation shall issue or sell, or shall in accordance with the provisions of Section 4.2.4(b) be deemed to have issued or sold, Additional Shares of Common Stock (as defined in Section 4.2.4(b) below) at a price per share that is less than the then-applicable Conversion Price for any series of Preferred Stock in effect immediately prior to such issuance or sale (or deemed issuance or sale), then, and in each such case, the Conversion Price for such affected series of Preferred Stock shall be reduced, concurrently with such issuance or sale (or deemed issuance or sale), to a new Conversion Price determined by multiplying the Conversion Price then in effect by a fraction, the numerator of which is the sum of (A) plus (B), and the denominator of which is the sum of (A) plus (C), where:

CP₂ = CP₁ × (A + B) / (A + C)

Where:

• CP₂ = the new Conversion Price for the applicable series of Preferred Stock following the adjustment;

• CP₁ = the Conversion Price for the applicable series of Preferred Stock in effect immediately prior to such issuance or sale (or deemed issuance or sale) of Additional Shares of Common Stock;

• A = the number of shares of Common Stock outstanding immediately prior to such issuance or sale (or deemed issuance or sale), calculated on a fully diluted, as-converted basis, including without limitation (1) all outstanding shares of Common Stock, (2) all shares of Common Stock issuable upon conversion of all outstanding shares of Preferred Stock (using the Conversion Prices in effect immediately prior to such issuance), (3) all shares of Common Stock issuable upon the exercise of all outstanding options and warrants (whether or not then exercisable), and (4) all shares of Common Stock reserved for future issuance under the Corporation's equity incentive plans (including the 2018 Equity Incentive Plan, as described in Section 4.2.4(b)(iii) below);

• B = the aggregate consideration received or deemed received by the Corporation for such issuance or sale (or deemed issuance or sale) of Additional Shares of Common Stock, divided by CP₁; and

• C = the number of Additional Shares of Common Stock issued or sold (or deemed to have been issued or sold) in such issuance or sale (or deemed issuance or sale).

This adjustment shall apply separately and independently to each series of Preferred Stock as follows:

(i) Series Seed Preferred: The Conversion Price for the Series Seed Preferred shall be adjusted pursuant to the formula set forth above whenever Additional Shares of Common Stock are issued or sold (or deemed issued or sold) at a price per share below the then-effective Conversion Price for the Series Seed Preferred.

(ii) Series A Preferred: The Conversion Price for the Series A Preferred shall be adjusted pursuant to the formula set forth above whenever Additional Shares of Common Stock are issued or sold (or deemed issued or sold) at a price per share below the then-effective Conversion Price for the Series A Preferred.

(iii) Series B Preferred: The Conversion Price for the Series B Preferred shall be adjusted pursuant to the formula set forth above whenever Additional Shares of Common Stock are issued or sold (or deemed issued or sold) at a price per share below the then-effective Conversion Price for the Series B Preferred.

For the avoidance of doubt, no adjustment to the Conversion Price of any series of Preferred Stock shall be made in an amount that would increase the Conversion Price above the Conversion Price then in effect.

##### (b) Definition of Additional Shares of Common Stock.

"Additional Shares of Common Stock" shall mean all shares of Common Stock issued (or deemed issued pursuant to the provisions of this Section 4.2.4) by the Corporation after the date of the filing of this Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, other than the following shares of Common Stock, which shall be expressly excluded from the definition of Additional Shares of Common Stock:

(i) shares of Common Stock issuable or issued upon conversion of the Preferred Stock authorized under this Certificate of Incorporation;

(ii) shares of Common Stock issued or issuable as a dividend or distribution on the Preferred Stock;

(iii) shares of Common Stock issued or issuable (including shares issuable upon exercise of options or settlement of restricted stock units) to employees, officers, directors, consultants, or other service providers of the Corporation or any of its subsidiaries pursuant to the Corporation's 2018 Equity Incentive Plan, as approved by the Board, up to and including an aggregate of Four Million Six Hundred Thirty-Five Thousand (4,635,000) shares (as adjusted for stock splits, stock dividends, combinations, recapitalizations, and similar events), which number represents the total share reserve currently authorized under such plan;

(iv) shares of Common Stock issued or issuable upon exercise of warrants, options, or convertible securities outstanding as of the date of the filing of this Amended and Restated Certificate of Incorporation, provided that such securities have not been amended after such date to increase the number of shares of Common Stock issuable thereunder or to decrease the exercise price, conversion price, or other purchase price thereof;

(v) shares of Common Stock issued or issuable in connection with bona fide acquisitions, mergers, or similar business combination transactions approved by the Board (including the affirmative vote of the director designated by the holders of the Series B Preferred (the "Series B Director"));

(vi) shares of Common Stock issued or issuable in connection with equipment leasing arrangements, bank borrowing transactions, or bona fide strategic transactions with non-financial-institution partners, in each case approved by the Board (including the affirmative vote of the Series B Director); and

(vii) shares of Common Stock issued or issuable in connection with a Qualified IPO.

##### (c) Adjustment for Stock Splits, Dividends, and Recapitalizations.

If the Corporation shall at any time or from time to time after the date of the filing of this Amended and Restated Certificate of Incorporation effect a subdivision of the outstanding shares of Common Stock (by stock split, reclassification, or otherwise), the applicable Conversion Price for each series of Preferred Stock in effect immediately prior to such subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable upon conversion of each share of such series of Preferred Stock shall be proportionately increased. If the Corporation shall at any time or from time to time after the date of the filing of this Amended and Restated Certificate of Incorporation combine the outstanding shares of Common Stock (by reverse stock split, reclassification, or otherwise), the applicable Conversion Price for each series of Preferred Stock in effect immediately prior to such combination shall be proportionately increased so that the number of shares of Common Stock issuable upon conversion of each share of such series of Preferred Stock shall be proportionately decreased. Any such adjustment under this Section 4.2.4(c) shall become effective at the close of business on the date the subdivision or combination becomes effective.

In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding regular cash dividends declared and paid in the ordinary course), or options or rights not referred to in this Section 4.2.4, then, in each such case and to the extent permitted by law, the holders of Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock into which their shares of Preferred Stock are then convertible as of the record date fixed for the determination of the holders of Common Stock entitled to receive such distribution.

##### (d) Certificate as to Adjustments.

Upon the occurrence of any adjustment or readjustment of the Conversion Price for any series of Preferred Stock pursuant to this Section 4.2.4, the Corporation shall promptly compute such adjustment or readjustment in accordance with the terms hereof and shall prepare and furnish to each holder of the affected series of Preferred Stock a certificate executed by the Corporation's Chief Financial Officer (or, if no Chief Financial Officer has been appointed, by the Corporation's Chief Executive Officer) setting forth (i) the Conversion Price for such series of Preferred Stock in effect after such adjustment or readjustment, (ii) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received upon conversion of a share of such series of Preferred Stock, and (iii) a brief statement of the facts requiring such adjustment or readjustment and the computation by which such adjustment or readjustment was made. Such certificate shall be delivered to each holder at the address appearing on the books of the Corporation.

Section 4.2.5 — Voting Rights. ##### (a) General Voting Rights.

Each holder of outstanding shares of Preferred Stock shall be entitled to cast, on all matters submitted to a vote of the stockholders of the Corporation, the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holder are then convertible as of the record date for determining stockholders entitled to vote on such matter (as adjusted from time to time in accordance with Section 4.2.4 of this Certificate of Incorporation). Except as otherwise expressly required by law or as otherwise provided in this Certificate of Incorporation, holders of Preferred Stock and holders of Common Stock shall vote together as a single class on all matters submitted to a vote of stockholders. The holders of Preferred Stock shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Corporation and in accordance with applicable law.

##### (b) Election of Directors.

(i) Series B Director. The holders of shares of Series B Preferred, voting exclusively and as a separate class, shall be entitled to elect one (1) member of the Board of Directors of the Corporation (the "Series B Director"). As of the date of the filing of this Amended and Restated Certificate of Incorporation, the initial Series B Director is Priya Deshmukh.

(ii) Series A Director. The holders of shares of Series A Preferred, voting exclusively and as a separate class, shall be entitled to elect one (1) member of the Board of Directors of the Corporation (the "Series A Director"). As of the date of the filing of this Amended and Restated Certificate of Incorporation, the initial Series A Director is Thomas Brennan.

(iii) Common Directors. The holders of shares of Common Stock, voting exclusively and as a separate class, shall be entitled to elect two (2) members of the Board of Directors of the Corporation (the "Common Directors"). As of the date of the filing of this Amended and Restated Certificate of Incorporation, the initial Common Directors are Naveen Raghavan and Claire Whitmore.

(iv) Independent Director. One (1) member of the Board of Directors shall be an independent director (the "Independent Director") who shall not be an officer or employee of the Corporation or an Affiliate (as defined in Rule 405 under the Securities Act) of any holder of more than five percent (5%) of any class of capital stock of the Corporation, and who shall be mutually acceptable to (A) the Series B Director, (B) the Series A Director, and (C) the holders of a majority of the then-outstanding shares of Common Stock. The Independent Director shall be appointed within ninety (90) days following the date of the filing of this Amended and Restated Certificate of Incorporation (i.e., by October 27, 2022). As of the date of the filing of this Amended and Restated Certificate of Incorporation, the identity of the initial Independent Director has not yet been determined.

(v) Total Board Size. The total number of members of the Board of Directors of the Corporation shall be five (5), consisting of the Series B Director, the Series A Director, two (2) Common Directors, and the Independent Director.

##### (c) Removal and Vacancies.

Any director elected by a particular class or series of capital stock may be removed during such director's term of office, with or without cause, only by the affirmative vote or written consent of the holders of a majority of the shares of such class or series then outstanding and entitled to elect such director. Any vacancy in a directorship filled by a particular class or series of capital stock shall be filled only by the affirmative vote or written consent of the holders of a majority of the shares of such class or series then outstanding and entitled to elect such director, or, if no such holder vote is available in a timely manner, by a remaining director or directors who was or were elected by such class or series. No director elected by a particular class or series may be removed by the holders of any other class or series. Any director who was not elected by a particular class or series may be removed in the manner provided by the Bylaws of the Corporation and applicable law.

Section 4.2.6 — Protective Provisions. ##### (a) Series B Protective Provisions.

In addition to any other vote or consent required herein or by law, the Corporation shall not, and shall not permit any subsidiary of the Corporation to, directly or indirectly, without the prior written consent or the affirmative vote at a meeting called for such purpose of the holders of at least a majority of the then-outstanding shares of Series B Preferred Stock (voting as a separate class), take any of the following actions:

(i) amend, alter, or repeal any provision of this Amended and Restated Certificate of Incorporation (including by merger, consolidation, or otherwise) or the Bylaws of the Corporation in a manner that adversely affects the rights, preferences, privileges, or powers of the Series B Preferred Stock in a manner that is different from the effect on the other series of Preferred Stock;

(ii) authorize or issue, or obligate itself to issue, any equity security of the Corporation (including any security convertible into or exercisable for any equity security of the Corporation) having a preference over, or being on a parity with, the Series B Preferred Stock with respect to dividends, liquidation preference, or redemption;

(iii) effect any Liquidation Event, Deemed Liquidation Event, merger, consolidation, or sale, lease, transfer, exclusive license, or other disposition of all or substantially all of the assets of the Corporation;

(iv) redeem, repurchase, or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any shares of Common Stock or Preferred Stock of the Corporation, other than (A) repurchases of shares of Common Stock from former employees, officers, directors, consultants, or other service providers of the Corporation or any of its subsidiaries at the lower of cost or fair market value upon termination of service pursuant to agreements approved by the Board, and (B) repurchases of shares in connection with the exercise of a right of first refusal approved by the Board;

(v) authorize annual capital expenditures of the Corporation or any subsidiary in excess of Five Million Dollars ($5,000,000) in any fiscal year of the Corporation;

(vi) create, incur, assume, guarantee, or otherwise become liable for any indebtedness (for borrowed money) in excess of Three Million Dollars ($3,000,000) in the aggregate (other than (A) trade payables incurred in the ordinary course of business consistent with past practice, and (B) equipment financing arrangements incurred in the ordinary course of business consistent with past practice);

(vii) increase the number of shares of Common Stock reserved for issuance under the Corporation's equity incentive plans (including the 2018 Equity Incentive Plan) beyond Four Million Six Hundred Thirty-Five Thousand (4,635,000) shares in the aggregate (such number being equal to approximately fifteen percent (15%) of Thirty Million Nine Hundred Thousand (30,900,000) post-closing fully diluted shares);

(viii) declare or pay any dividend or make any distribution (whether in cash, property, securities, or otherwise) on any shares of Common Stock of the Corporation;

(ix) increase or decrease the authorized number of directors constituting the Board of Directors of the Corporation; or

(x) create any subsidiary of the Corporation or acquire any equity interest in, or any portion of the assets of, any other entity, in any case where the total consideration payable or fair market value of the assets acquired exceeds One Million Dollars ($1,000,000) in any single transaction or series of related transactions.

##### (b) Additional Preferred Protective Provisions.

In addition to any other vote or consent required herein or by law, the Corporation shall not, and shall not permit any subsidiary of the Corporation to, directly or indirectly, without the prior written consent or the affirmative vote at a meeting called for such purpose of the holders of at least a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis), take any of the following actions:

(i) alter or change the rights, preferences, privileges, or powers of the Preferred Stock (including any series thereof) so as to adversely affect the Preferred Stock (including by merger, consolidation, or otherwise);

(ii) increase or decrease the total number of authorized shares of Preferred Stock (including any series thereof); or

(iii) create or authorize the creation of any additional class or series of capital stock of the Corporation unless such class or series ranks junior to all existing series of Preferred Stock with respect to dividends, liquidation, and redemption.

Section 4.2.7 — Redemption. The shares of Preferred Stock are not redeemable at the option of the holders thereof. There are no mandatory redemption provisions applicable to any shares of Preferred Stock. Nothing in this Section 4.2.7 shall be construed to limit the Corporation's ability to repurchase shares of Preferred Stock from holders thereof on a voluntary, negotiated basis, subject to compliance with the protective provisions set forth in Section 4.2.6 above and applicable law.

Section 4.2.8 — No Reissuance of Preferred Stock. No share or shares of Preferred Stock acquired by the Corporation by reason of conversion pursuant to Section 4.2.3, repurchase, redemption, or otherwise shall be reissued as shares of such series. All such shares shall be retired and shall revert to the status of authorized but unissued shares of Preferred Stock of the Corporation, undesignated as to series, and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth in this Certificate of Incorporation, the Bylaws of the Corporation, and applicable law.

Section 4.2.9 — Notices. Any notice required or permitted to be given to holders of Preferred Stock pursuant to this Article IV or otherwise under this Certificate of Incorporation shall be in writing and shall be deemed effectively given upon (a) personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not sent during normal business hours, then on the next business day, (c) one (1) business day after deposit with a nationally recognized overnight courier service, specifying next-day delivery, with written verification of receipt, or (d) three (3) business days after deposit with the United States Post Office, by certified mail, return receipt requested, postage prepaid, in each case addressed to each holder at the address appearing on the books and records of the Corporation (or such other address as such holder may designate by ten (10) days' advance written notice to the Corporation in accordance with this Section 4.2.9).

Section 4.3 — Common Stock

(a) General. Each holder of shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock held by such holder on all matters submitted to a vote of the stockholders of the Corporation. Subject to the preferential dividend rights of the holders of Preferred Stock set forth in Section 4.2.1 above, holders of shares of Common Stock shall be entitled to receive dividends and other distributions (whether payable in cash, property, securities, or otherwise) when, as, and if declared thereon by the Board out of any assets or funds of the Corporation legally available therefor. In the event of any Liquidation Event (as defined in Section 4.2.2(a)), after the payment in full of all Liquidation Preferences to all series of Preferred Stock (or the election by holders of any series of Preferred Stock to receive their applicable As-Converted Amount) in accordance with Section 4.2.2, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed ratably among the holders of shares of Common Stock (and any shares of Preferred Stock that have been converted into Common Stock) in proportion to the number of shares of Common Stock held by each such holder (treating any such converted Preferred Stock as the number of shares of Common Stock into which such shares have been converted).

(b) Reservation of Shares. The Corporation shall at all times reserve and keep available, solely for the purpose of issuance upon conversion of the Preferred Stock and the exercise of outstanding options and warrants, out of its authorized but unissued shares of Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then-outstanding shares of Preferred Stock into shares of Common Stock and the exercise of all then-outstanding options and warrants exercisable for shares of Common Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Preferred Stock and the exercise of all then-outstanding options and warrants, then, in addition to such other remedies as shall be available to the holder of such Preferred Stock, options, or warrants, the Corporation shall take such corporate action as may be necessary to increase the authorized number of shares of Common Stock to such number of shares as shall be sufficient to allow such conversion and exercise, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Incorporation.

As of the date of the filing of this Amended and Restated Certificate of Incorporation, the Corporation has reserved for issuance the following shares of Common Stock:

ARTICLE V — BYLAWS

The Board of Directors of the Corporation is expressly authorized to adopt, amend, or repeal the Bylaws of the Corporation. The stockholders of the Corporation shall also have the power to adopt, amend, or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or by this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock), any adoption, amendment, alteration, or repeal of the Bylaws of the Corporation by the stockholders of the Corporation shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Notwithstanding the foregoing, any amendment to the Bylaws that would adversely affect the rights of the holders of any series of Preferred Stock shall also be subject to the applicable protective provisions set forth in Section 4.2.6 of this Certificate of Incorporation.

ARTICLE VI — BOARD OF DIRECTORS

Section 6.1 — Number of Directors.

The number of directors of the Corporation shall be five (5). The authorized number of directors may be changed only in accordance with this Certificate of Incorporation and the Bylaws of the Corporation, and subject in all events to the protective provisions set forth in Section 4.2.6 of this Certificate of Incorporation (including, without limitation, the requirement of consent of the holders of a majority of the outstanding shares of Series B Preferred Stock to any increase or decrease in the authorized number of directors).

Section 6.2 — Classification.

The Board of Directors shall not be divided into classes. All directors shall be elected at each annual meeting of stockholders of the Corporation and shall hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier resignation, removal, or death, except as otherwise provided in Section 4.2.5 of this Certificate of Incorporation with respect to directors elected by particular classes or series of capital stock. For the avoidance of doubt, the provisions of Section 4.2.5(b) regarding the right of particular classes and series of capital stock to elect designated directors shall apply at each annual meeting and at any special meeting called for the purpose of electing directors.

Section 6.3 — Written Consent in Lieu of Meeting.

Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any action taken by written consent or electronic transmission shall have the same force and effect as if taken at a duly convened meeting of the Board or committee, as applicable.

ARTICLE VII — LIMITATION OF LIABILITY

To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader exculpation than permitted prior thereto), no director of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director. Without limiting the foregoing, and for purposes of clarity, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends, unlawful stock purchases, and unlawful redemptions); or

(iv) for any transaction from which the director derived an improper personal benefit.

This Article VII is adopted pursuant to the authorization set forth in Section 102(b)(7) of the DGCL. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

No amendment to or repeal of this Article VII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. If any provision of the DGCL or any other applicable law is enacted after the filing of this Amended and Restated Certificate of Incorporation that has the effect of providing for further limitation or elimination of the personal liability of directors, the limitation on personal liability of directors provided in this Article VII shall be modified to the extent necessary to incorporate such further limitation or elimination.

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Right to Indemnification.

The Corporation shall indemnify, to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person (an "Indemnitee") who was or is a party to, or is threatened to be made a party to, any threatened, pending, or comple

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SKYBRIDGE FINTECH LTD.
(a Delaware corporation)
Skybridge Fintech Ltd., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows:
FIRST: The name of the corporation is Skybridge Fintech Ltd. (hereinafter referred to as the "Corporation"). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 14, 2018.
SECOND: This Amended and Restated Certificate of Incorporation has been duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with the provisions of Sections 228, 242, and 245 of the DGCL. The Board of Directors of the Corporation duly adopted resolutions setting forth this Amended and Restated Certificate of Incorporation, declaring its advisability, and directing that it be submitted to the stockholders of the Corporation for their approval. The requisite stockholders of the Corporation thereafter duly approved this Amended and Restated Certificate of Incorporation by written consent in accordance with Section 228 of the DGCL, and written notice of such consent has been given in accordance with Section 228(e) of the DGCL.
THIRD: This Amended and Restated Certificate of Incorporation restates, integrates, and further amends the provisions of the Certificate of Incorporation of the Corporation, as heretofore amended and restated.
FOURTH: The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:
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ARTICLE I — NAME
The name of the corporation is Skybridge Fintech Ltd. (the "Corporation").
ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation in the State of Delaware is 1600 Market Street, Suite 2200, Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's registered agent at such address is the registered agent currently on file with the Secretary of State of the State of Delaware. The Corporation may, from time to time, designate a different address or a different registered agent in accordance with the DGCL and the applicable rules and regulations of the Secretary of State of the State of Delaware.
ARTICLE III — PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to the conduct, promotion, and attainment of the business, purposes, and activities of the Corporation.
ARTICLE IV — AUTHORIZED CAPITAL STOCK
Section 4.1 — Authorized Shares
The total number of shares of all classes of capital stock that the Corporation is authorized to issue is Forty-Five Million Five Hundred Thousand (45,500,000) shares, consisting of:
(a) Thirty Million (30,000,000) shares of Common Stock, par value $0.0001 per share (the "Common Stock"); and
(b) Fifteen Million Five Hundred Thousand (15,500,000) shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), designated as follows:
(i) Three Million (3,000,000) shares are hereby designated as "Series Seed Preferred Stock" (the "Series Seed Preferred");
(ii) Five Million (5,000,000) shares are hereby designated as "Series A Preferred Stock" (the "Series A Preferred"); and
(iii) Seven Million Five Hundred Thousand (7,500,000) shares are hereby designated as "Series B Preferred Stock" (the "Series B Preferred," and together with the Series Seed Preferred and the Series A Preferred, the "Preferred Stock").
The rights, preferences, privileges, restrictions, and other matters relating to the Common Stock and the Preferred Stock are as set forth in this Article IV. Capitalized terms used but not defined herein shall have the meanings ascribed to them in Exhibit A attached hereto and incorporated herein by reference.
Section 4.2 — Rights, Preferences, Privileges, and Restrictions of Preferred Stock
The following rights, preferences, privileges, restrictions, and other matters relating to the Preferred Stock shall apply:
Section 4.2.1 — Dividends.  ##### (a) Series B Preferred Dividends.
Holders of shares of Series B Preferred shall be entitled to receive, when, as, and if declared by the Board of Directors of the Corporation (the "Board"), out of any assets of the Corporation legally available therefor, dividends at the rate of eight percent (8%) per annum of the Series B Original Issue Price (as defined below) per share of Series B Preferred (the "Series B Preferred Dividend"). For purposes of this Certificate of Incorporation, the "Series B Original Issue Price" shall mean Six Dollars ($6.00) per share, as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar events with respect to the Series B Preferred. Dividends on the Series B Preferred shall be non-cumulative; accordingly, if the Board does not declare a dividend in respect of the Series B Preferred in any fiscal year of the Corporation, the right to receive such dividend for such fiscal year shall not carry forward to any subsequent fiscal year, and the holders of Series B Preferred shall have no right to receive such undeclared dividend at any future time. Dividends on the Series B Preferred shall be payable in preference and priority to the payment of any dividends on the Series A Preferred, the Series Seed Preferred, and the Common Stock.
##### (b) Series A Preferred Dividends.
After the payment in full of all dividends on the Series B Preferred required by Section 4.2.1(a) above with respect to the applicable period, holders of shares of Series A Preferred shall be entitled to receive, when, as, and if declared by the Board, out of any assets of the Corporation legally available therefor, dividends at the rate of six percent (6%) per annum of the Series A Original Issue Price (as defined below) per share of Series A Preferred (the "Series A Preferred Dividend"). For purposes of this Certificate of Incorporation, the "Series A Original Issue Price" shall mean Two Dollars ($2.00) per share, as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar events with respect to the Series A Preferred. Dividends on the Series A Preferred shall be non-cumulative; accordingly, if the Board does not declare a dividend in respect of the Series A Preferred in any fiscal year of the Corporation, the right to receive such dividend for such fiscal year shall not carry forward to any subsequent fiscal year, and the holders of Series A Preferred shall have no right to receive such undeclared dividend at any future time. Dividends on the Series A Preferred shall be payable in preference and priority to the payment of any dividends on the Series Seed Preferred and the Common Stock.
##### (c) Series Seed Preferred Dividends.
After the payment in full of all dividends on the Series B Preferred and the Series A Preferred required by Sections 4.2.1(a) and 4.2.1(b) above with respect to the applicable period, holders of shares of Series Seed Preferred shall be entitled to receive, when, as, and if declared by the Board, out of any assets of the Corporation legally available therefor, dividends at the rate of six percent (6%) per annum of the Series Seed Original Issue Price (as defined below) per share of Series Seed Preferred (the "Series Seed Preferred Dividend"). For purposes of this Certificate of Incorporation, the "Series Seed Original Issue Price" shall mean Fifty Cents ($0.50) per share, as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar events with respect to the Series Seed Preferred. Dividends on the Series Seed Preferred shall be non-cumulative; accordingly, if the Board does not declare a dividend in respect of the Series Seed Preferred in any fiscal year of the Corporation, the right to receive such dividend for such fiscal year shall not carry forward to any subsequent fiscal year, and the holders of Series Seed Preferred shall have no right to receive such undeclared dividend at any future time. Dividends on the Series Seed Preferred shall be payable in preference and priority to the payment of any dividends on the Common Stock.
##### (d) Participation in Common Dividends.
After the payment in full of all preferential dividends on all series of Preferred Stock in the order of priority set forth in Sections 4.2.1(a), 4.2.1(b), and 4.2.1(c) above with respect to the applicable period, any additional dividends declared by the Board in respect of such period shall be distributed among the holders of Common Stock and the holders of all series of Preferred Stock (calculated on an as-converted-to-Common-Stock basis in accordance with Section 4.2.3), pro rata based on the number of shares of Common Stock held by each such holder or issuable upon conversion of each such holder's shares of Preferred Stock, as applicable. For the avoidance of doubt, the participation rights set forth in this Section 4.2.1(d) shall apply only after all preferential dividends required under Sections 4.2.1(a), 4.2.1(b), and 4.2.1(c) have been paid in full or set aside for payment in respect of the applicable period.
Section 4.2.2 — Liquidation Preference.  ##### (a) Definitions.
For purposes of this Section 4.2.2 and this Certificate of Incorporation generally:
"Liquidation Event" shall mean (i) any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, or (ii) a Deemed Liquidation Event (as defined below).
"Deemed Liquidation Event" shall mean, unless the holders of at least a majority of the then-outstanding shares of each series of Preferred Stock (each voting separately as a class) elect otherwise by written notice delivered to the Corporation prior to the consummation thereof:
(A) a merger, consolidation, or other business combination of the Corporation with or into another entity in which the stockholders of the Corporation immediately prior to such transaction do not retain a majority of the voting power of the surviving or resulting entity (or its parent) immediately following such transaction;
(B) a sale, lease, transfer, exclusive license, or other disposition, in a single transaction or a series of related transactions, of all or substantially all of the assets of the Corporation;
(C) any transaction or series of related transactions to which the Corporation is a party in which in excess of fifty percent (50%) of the Corporation's voting power is transferred (excluding any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Corporation or indebtedness of the Corporation is cancelled or converted or a combination thereof);
provided, however, that a Deemed Liquidation Event shall not include (1) any transaction the sole purpose of which is to change the state of the Corporation's incorporation, (2) any transaction the sole purpose of which is to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation's securities immediately prior to such transaction, or (3) any transaction effected primarily for the purpose of financing the Corporation in which cash is received by the Corporation or the cancellation of indebtedness of the Corporation or a combination thereof. The determination of whether a transaction constitutes a "Deemed Liquidation Event" shall be made by the Board in good faith, subject to the rights of the holders of Preferred Stock under Section 4.2.6 of this Certificate of Incorporation.
##### (b) Series B Liquidation Preference.
In the event of any Liquidation Event, before any distribution or payment shall be made to the holders of the Series A Preferred, the Series Seed Preferred, or the Common Stock, the holders of each share of Series B Preferred then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, on a per-share basis, an amount equal to the greater of:
(i) the Series B Original Issue Price of Six Dollars ($6.00) per share (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, and similar events affecting the Series B Preferred) (the "Series B Preference Amount"), plus any dividends declared but unpaid thereon as of the date of such Liquidation Event (the Series B Preference Amount together with such declared but unpaid dividends, the "Series B Liquidation Preference"); or
(ii) the amount per share that such holder would have received had all outstanding shares of Series B Preferred been converted into shares of Common Stock pursuant to Section 4.2.3 immediately prior to such Liquidation Event (the "Series B As-Converted Amount").
For the avoidance of doubt, the Series B Preferred has a non-participating liquidation preference structure. Accordingly, each holder of Series B Preferred shall receive the greater of the Series B Liquidation Preference or the Series B As-Converted Amount, but not both. A holder of Series B Preferred that elects (or is deemed to elect) to receive the Series B As-Converted Amount shall be treated for all purposes of this Section 4.2.2 as having converted such shares into Common Stock immediately prior to the Liquidation Event. The aggregate Series B Liquidation Preference for all outstanding shares of Series B Preferred (assuming 7,500,000 shares outstanding and no adjustments) is Forty-Five Million Dollars ($45,000,000).
##### (c) Series A Liquidation Preference.
After the payment in full of all amounts required to be distributed to holders of the Series B Preferred pursuant to Section 4.2.2(b) above, and before any distribution or payment shall be made to the holders of the Series Seed Preferred or the Common Stock, the holders of each share of Series A Preferred then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, on a per-share basis, an amount equal to the greater of:
(i) the Series A Original Issue Price of Two Dollars ($2.00) per share (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, and similar events affecting the Series A Preferred) (the "Series A Preference Amount"), plus any dividends declared but unpaid thereon as of the date of such Liquidation Event (the Series A Preference Amount together with such declared but unpaid dividends, the "Series A Liquidation Preference"); or
(ii) the amount per share that such holder would have received had all outstanding shares of Series A Preferred been converted into shares of Common Stock pursuant to Section 4.2.3 immediately prior to such Liquidation Event (the "Series A As-Converted Amount").
For the avoidance of doubt, the Series A Preferred has a non-participating liquidation preference structure. Accordingly, each holder of Series A Preferred shall receive the greater of the Series A Liquidation Preference or the Series A As-Converted Amount, but not both. A holder of Series A Preferred that elects (or is deemed to elect) to receive the Series A As-Converted Amount shall be treated for all purposes of this Section 4.2.2 as having converted such shares into Common Stock immediately prior to the Liquidation Event. The aggregate Series A Liquidation Preference for all outstanding shares of Series A Preferred (assuming 5,000,000 shares outstanding and no adjustments) is Ten Million Dollars ($10,000,000).
##### (d) Series Seed Liquidation Preference.
After the payment in full of all amounts required to be distributed to holders of the Series B Preferred and the Series A Preferred pursuant to Sections 4.2.2(b) and 4.2.2(c) above, and before any distribution or payment shall be made to the holders of the Common Stock, the holders of each share of Series Seed Preferred then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, on a per-share basis, an amount equal to the greater of:
(i) the Series Seed Original Issue Price of Fifty Cents ($0.50) per share (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, and similar events affecting the Series Seed Preferred) (the "Series Seed Preference Amount"), plus any dividends declared but unpaid thereon as of the date of such Liquidation Event (the Series Seed Preference Amount together with such declared but unpaid dividends, the "Series Seed Liquidation Preference"); or
(ii) the amount per share that such holder would have received had all outstanding shares of Series Seed Preferred been converted into shares of Common Stock pursuant to Section 4.2.3 immediately prior to such Liquidation Event (the "Series Seed As-Converted Amount").
For the avoidance of doubt, the Series Seed Preferred has a non-participating liquidation preference structure. Accordingly, each holder of Series Seed Preferred shall receive the greater of the Series Seed Liquidation Preference or the Series Seed As-Converted Amount, but not both. A holder of Series Seed Preferred that elects (or is deemed to elect) to receive the Series Seed As-Converted Amount shall be treated for all purposes of this Section 4.2.2 as having converted such shares into Common Stock immediately prior to the Liquidation Event. The aggregate Series Seed Liquidation Preference for all outstanding shares of Series Seed Preferred (assuming 3,000,000 shares outstanding and no adjustments) is One Million Five Hundred Thousand Dollars ($1,500,000).
##### (e) Aggregate Senior Liquidation Preference.
The aggregate senior liquidation preference for all series of Preferred Stock, assuming all shares of each series are outstanding and no adjustments have been made, is as follows:
The foregoing table is provided for informational purposes only and is subject to adjustment based on the actual number of shares outstanding and any adjustments to the applicable Original Issue Prices as contemplated by this Certificate of Incorporation.
##### (f) Remaining Distribution.
After the payment in full of all Liquidation Preferences to all series of Preferred Stock in accordance with Sections 4.2.2(b), 4.2.2(c), and 4.2.2(d) above (or, in the case of any series of Preferred Stock, the election or deemed election by the holders thereof to receive the applicable As-Converted Amount in lieu of the applicable Liquidation Preference), the entire remaining assets of the Corporation available for distribution to stockholders shall be distributed ratably among the holders of shares of Common Stock then outstanding (including any shares of Common Stock issued or issuable upon conversion of shares of Preferred Stock held by holders who elected or were deemed to have elected to receive their As-Converted Amount), pro rata based on the number of shares of Common Stock held by each such holder.
##### (g) Insufficiency of Assets.
If, upon any Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series B Preferred the full amounts to which they shall be entitled pursuant to Section 4.2.2(b), all of the assets of the Corporation available for distribution shall be distributed ratably among the holders of shares of Series B Preferred in proportion to the respective amounts that would otherwise be payable in respect of the shares held by each such holder upon such distribution if all amounts payable on or with respect to such shares were paid in full.
If the assets of the Corporation available for distribution are sufficient to pay the holders of shares of Series B Preferred the full amounts to which they are entitled under Section 4.2.2(b) but are insufficient to pay the holders of shares of Series A Preferred the full amounts to which they shall be entitled pursuant to Section 4.2.2(c), the remaining assets of the Corporation available for distribution after payment in full of the Series B Liquidation Preference (or the Series B As-Converted Amount, as applicable) shall be distributed ratably among the holders of shares of Series A Preferred in proportion to the respective amounts that would otherwise be payable in respect of the shares held by each such holder upon such distribution if all amounts payable on or with respect to such shares were paid in full.
If the assets of the Corporation available for distribution are sufficient to pay the holders of shares of Series B Preferred and Series A Preferred the full amounts to which they are entitled under Sections 4.2.2(b) and 4.2.2(c), respectively, but are insufficient to pay the holders of shares of Series Seed Preferred the full amounts to which they shall be entitled pursuant to Section 4.2.2(d), the remaining assets of the Corporation available for distribution after payment in full of the Series B Liquidation Preference (or the Series B As-Converted Amount, as applicable) and the Series A Liquidation Preference (or the Series A As-Converted Amount, as applicable) shall be distributed ratably among the holders of shares of Series Seed Preferred in proportion to the respective amounts that would otherwise be payable in respect of the shares held by each such holder upon such distribution if all amounts payable on or with respect to such shares were paid in full.
##### (h) Deemed Liquidation Event — Procedures.
The Corporation shall give each holder of outstanding shares of Preferred Stock written notice of any proposed Deemed Liquidation Event not less than twenty (20) days prior to the date of the consummation thereof. Such notice shall describe the material terms and conditions of such Deemed Liquidation Event, including, without limitation, the aggregate consideration to be received by the stockholders of the Corporation (or, in the case of a transaction described in clause (B) of the definition of Deemed Liquidation Event, the aggregate consideration to be received by the Corporation), the form of such consideration, and the anticipated closing date.
The holders of at least a majority of the then-outstanding shares of each series of Preferred Stock (each voting separately as a class) may elect to waive the application of the Deemed Liquidation Event provisions set forth in this Section 4.2.2 with respect to any particular transaction by delivering written notice of such election to the Corporation prior to the consummation of such transaction. In the event that the holders of the requisite shares of all series of Preferred Stock deliver such written waiver, the transaction shall not be treated as a Deemed Liquidation Event for purposes of this Section 4.2.2, and the provisions of this Section 4.2.2 shall not apply thereto.
In the event of a Deemed Liquidation Event, if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow or is made contingent upon the satisfaction of conditions or subject to holdback, offset, or indemnification obligations (collectively, "Contingent Consideration"), the definitive agreement governing such Deemed Liquidation Event shall provide that (i) the portion of such Contingent Consideration that is not placed into escrow, not subject to holdback, and not contingent shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 4.2.2(b) through 4.2.2(f) above as if the total consideration payable consisted only of the non-contingent portion, and (ii) any additional amounts subsequently released from escrow, satisfied, or otherwise paid shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 4.2.2(b) through 4.2.2(f) above.
Section 4.2.3 — Conversion.  ##### (a) Optional Conversion.
Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the applicable Original Issue Price for such series of Preferred Stock by the applicable Conversion Price (as defined below) for such series of Preferred Stock in effect at the time of conversion. As of the date of filing of this Amended and Restated Certificate of Incorporation, the initial conversion ratios for each series of Preferred Stock are as follows:
The applicable "Conversion Price" for each series of Preferred Stock shall initially be equal to the applicable Original Issue Price for such series, subject to adjustment as set forth in Section 4.2.4 of this Certificate of Incorporation. The term "Conversion Ratio" shall mean, for any series of Preferred Stock, the quotient obtained by dividing the applicable Original Issue Price by the applicable Conversion Price then in effect for such series.
##### (b) Mandatory / Automatic Conversion.
Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the then-effective Conversion Ratio for such series of Preferred Stock upon the earliest to occur of the following:
(i) Qualified IPO. The closing of a firm-commitment underwritten public offering of shares of Common Stock of the Corporation pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), in which (A) the per-share offering price to the public (before deduction of underwriting discounts, commissions, and expenses) equals or exceeds the applicable Threshold Price (as defined below) for such series of Preferred Stock, and (B) the aggregate gross proceeds to the Corporation (before deduction of underwriting discounts, commissions, and expenses) equal or exceed Fifty Million Dollars ($50,000,000) (a "Qualified IPO"). The "Threshold Price" for each series of Preferred Stock shall be as follows:
•  Series B Preferred: Three times (3×) the Series B Original Issue Price, or Eighteen Dollars ($18.00) per share (as adjusted for stock splits, stock dividends, combinations, recapitalizations, and similar events);
•  Series A Preferred: Three times (3×) the Series A Original Issue Price, or Six Dollars ($6.00) per share (as adjusted for stock splits, stock dividends, combinations, recapitalizations, and similar events);
•  Series Seed Preferred: Three times (3×) the Series Seed Original Issue Price, or One Dollar and Fifty Cents ($1.50) per share (as adjusted for stock splits, stock dividends, combinations, recapitalizations, and similar events).
(ii) Written Consent of Preferred Stockholders. The date specified by the written consent or agreement of (A) holders of at least a majority of the then-outstanding shares of Series B Preferred (voting as a separate class), (B) holders of at least a majority of the then-outstanding shares of Series A Preferred (voting as a separate class), and (C) holders of at least a majority of the then-outstanding shares of Series Seed Preferred (voting as a separate class). For the avoidance of doubt, the consent of all three classes, each voting separately, is required to effect an automatic conversion under this Section 4.2.3(b)(ii).
##### (c) Mechanics of Conversion.
Notice of Optional Conversion. A holder of Preferred Stock electing to convert shares pursuant to Section 4.2.3(a) shall give written notice to the Corporation at its principal office (or to the Corporation's transfer agent, Ledgermark Transfer Services, Inc., or any successor transfer agent appointed by the Corporation) of such holder's election to convert, specifying the number of shares of Preferred Stock to be converted and the name or names in which the shares of Common Stock issuable upon conversion are to be registered. Such notice shall be accompanied by the surrender of the certificate or certificates (if any) representing the shares of Preferred Stock to be converted, duly endorsed or accompanied by proper instruments of transfer, at the office of the Corporation or its transfer agent. If shares of Preferred Stock are held in book-entry form, the holder shall comply with the procedures established by the Corporation's transfer agent for the surrender and conversion of book-entry shares.
Issuance of Common Stock. As promptly as practicable after the surrender of certificates (or book-entry surrender) and the receipt of written notice of conversion, the Corporation shall issue and deliver (or cause the transfer agent to issue and deliver) to the converting holder, or to such holder's nominee(s), a certificate or certificates (or book-entry notation) for the number of full shares of Common Stock issuable upon such conversion, together with any cash payment in lieu of fractional shares as provided below.
No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional share to which a holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the applicable Conversion Price then in effect for the series of Preferred Stock being converted.
Effective Date of Conversion. The conversion of shares of Preferred Stock shall be deemed to have been effected as of the close of business on the date on which the certificates (or book-entry interests) for such shares have been surrendered and written notice of conversion has been received by the Corporation or its transfer agent (the "Conversion Date"). At such time, the rights of the holder of such shares of Preferred Stock as a holder thereof shall cease, and the person or persons in whose name or names the certificates (or book-entry interests) for shares of Common Stock are to be issued upon conversion shall be deemed to have become the holder or holders of record of such shares of Common Stock.
Status of Converted Shares. Any shares of Preferred Stock that are converted pursuant to this Section 4.2.3 shall be retired and shall revert to the status of authorized but unissued shares of Preferred Stock of the Corporation, undesignated as to series. Such shares shall not be reissuable as part of the same series from which they were converted without the prior approval of the stockholders of the Corporation in accordance with the DGCL and this Certificate of Incorporation.
Section 4.2.4 — Anti-Dilution Adjustments.  ##### (a) Weighted-Average Broad-Based Anti-Dilution.
If the Corporation shall issue or sell, or shall in accordance with the provisions of Section 4.2.4(b) be deemed to have issued or sold, Additional Shares of Common Stock (as defined in Section 4.2.4(b) below) at a price per share that is less than the then-applicable Conversion Price for any series of Preferred Stock in effect immediately prior to such issuance or sale (or deemed issuance or sale), then, and in each such case, the Conversion Price for such affected series of Preferred Stock shall be reduced, concurrently with such issuance or sale (or deemed issuance or sale), to a new Conversion Price determined by multiplying the Conversion Price then in effect by a fraction, the numerator of which is the sum of (A) plus (B), and the denominator of which is the sum of (A) plus (C), where:
CP₂ = CP₁ × (A + B) / (A + C)
Where:
•  CP₂ = the new Conversion Price for the applicable series of Preferred Stock following the adjustment;
•  CP₁ = the Conversion Price for the applicable series of Preferred Stock in effect immediately prior to such issuance or sale (or deemed issuance or sale) of Additional Shares of Common Stock;
•  A = the number of shares of Common Stock outstanding immediately prior to such issuance or sale (or deemed issuance or sale), calculated on a fully diluted, as-converted basis, including without limitation (1) all outstanding shares of Common Stock, (2) all shares of Common Stock issuable upon conversion of all outstanding shares of Preferred Stock (using the Conversion Prices in effect immediately prior to such issuance), (3) all shares of Common Stock issuable upon the exercise of all outstanding options and warrants (whether or not then exercisable), and (4) all shares of Common Stock reserved for future issuance under the Corporation's equity incentive plans (including the 2018 Equity Incentive Plan, as described in Section 4.2.4(b)(iii) below);
•  B = the aggregate consideration received or deemed received by the Corporation for such issuance or sale (or deemed issuance or sale) of Additional Shares of Common Stock, divided by CP₁; and
•  C = the number of Additional Shares of Common Stock issued or sold (or deemed to have been issued or sold) in such issuance or sale (or deemed issuance or sale).
This adjustment shall apply separately and independently to each series of Preferred Stock as follows:
(i) Series Seed Preferred: The Conversion Price for the Series Seed Preferred shall be adjusted pursuant to the formula set forth above whenever Additional Shares of Common Stock are issued or sold (or deemed issued or sold) at a price per share below the then-effective Conversion Price for the Series Seed Preferred.
(ii) Series A Preferred: The Conversion Price for the Series A Preferred shall be adjusted pursuant to the formula set forth above whenever Additional Shares of Common Stock are issued or sold (or deemed issued or sold) at a price per share below the then-effective Conversion Price for the Series A Preferred.
(iii) Series B Preferred: The Conversion Price for the Series B Preferred shall be adjusted pursuant to the formula set forth above whenever Additional Shares of Common Stock are issued or sold (or deemed issued or sold) at a price per share below the then-effective Conversion Price for the Series B Preferred.
For the avoidance of doubt, no adjustment to the Conversion Price of any series of Preferred Stock shall be made in an amount that would increase the Conversion Price above the Conversion Price then in effect.
##### (b) Definition of Additional Shares of Common Stock.
"Additional Shares of Common Stock" shall mean all shares of Common Stock issued (or deemed issued pursuant to the provisions of this Section 4.2.4) by the Corporation after the date of the filing of this Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, other than the following shares of Common Stock, which shall be expressly excluded from the definition of Additional Shares of Common Stock:
(i) shares of Common Stock issuable or issued upon conversion of the Preferred Stock authorized under this Certificate of Incorporation;
(ii) shares of Common Stock issued or issuable as a dividend or distribution on the Preferred Stock;
(iii) shares of Common Stock issued or issuable (including shares issuable upon exercise of options or settlement of restricted stock units) to employees, officers, directors, consultants, or other service providers of the Corporation or any of its subsidiaries pursuant to the Corporation's 2018 Equity Incentive Plan, as approved by the Board, up to and including an aggregate of Four Million Six Hundred Thirty-Five Thousand (4,635,000) shares (as adjusted for stock splits, stock dividends, combinations, recapitalizations, and similar events), which number represents the total share reserve currently authorized under such plan;
(iv) shares of Common Stock issued or issuable upon exercise of warrants, options, or convertible securities outstanding as of the date of the filing of this Amended and Restated Certificate of Incorporation, provided that such securities have not been amended after such date to increase the number of shares of Common Stock issuable thereunder or to decrease the exercise price, conversion price, or other purchase price thereof;
(v) shares of Common Stock issued or issuable in connection with bona fide acquisitions, mergers, or similar business combination transactions approved by the Board (including the affirmative vote of the director designated by the holders of the Series B Preferred (the "Series B Director"));
(vi) shares of Common Stock issued or issuable in connection with equipment leasing arrangements, bank borrowing transactions, or bona fide strategic transactions with non-financial-institution partners, in each case approved by the Board (including the affirmative vote of the Series B Director); and
(vii) shares of Common Stock issued or issuable in connection with a Qualified IPO.
##### (c) Adjustment for Stock Splits, Dividends, and Recapitalizations.
If the Corporation shall at any time or from time to time after the date of the filing of this Amended and Restated Certificate of Incorporation effect a subdivision of the outstanding shares of Common Stock (by stock split, reclassification, or otherwise), the applicable Conversion Price for each series of Preferred Stock in effect immediately prior to such subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable upon conversion of each share of such series of Preferred Stock shall be proportionately increased. If the Corporation shall at any time or from time to time after the date of the filing of this Amended and Restated Certificate of Incorporation combine the outstanding shares of Common Stock (by reverse stock split, reclassification, or otherwise), the applicable Conversion Price for each series of Preferred Stock in effect immediately prior to such combination shall be proportionately increased so that the number of shares of Common Stock issuable upon conversion of each share of such series of Preferred Stock shall be proportionately decreased. Any such adjustment under this Section 4.2.4(c) shall become effective at the close of business on the date the subdivision or combination becomes effective.
In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding regular cash dividends declared and paid in the ordinary course), or options or rights not referred to in this Section 4.2.4, then, in each such case and to the extent permitted by law, the holders of Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock into which their shares of Preferred Stock are then convertible as of the record date fixed for the determination of the holders of Common Stock entitled to receive such distribution.
##### (d) Certificate as to Adjustments.
Upon the occurrence of any adjustment or readjustment of the Conversion Price for any series of Preferred Stock pursuant to this Section 4.2.4, the Corporation shall promptly compute such adjustment or readjustment in accordance with the terms hereof and shall prepare and furnish to each holder of the affected series of Preferred Stock a certificate executed by the Corporation's Chief Financial Officer (or, if no Chief Financial Officer has been appointed, by the Corporation's Chief Executive Officer) setting forth (i) the Conversion Price for such series of Preferred Stock in effect after such adjustment or readjustment, (ii) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received upon conversion of a share of such series of Preferred Stock, and (iii) a brief statement of the facts requiring such adjustment or readjustment and the computation by which such adjustment or readjustment was made. Such certificate shall be delivered to each holder at the address appearing on the books of the Corporation.
Section 4.2.5 — Voting Rights.  ##### (a) General Voting Rights.
Each holder of outstanding shares of Preferred Stock shall be entitled to cast, on all matters submitted to a vote of the stockholders of the Corporation, the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holder are then convertible as of the record date for determining stockholders entitled to vote on such matter (as adjusted from time to time in accordance with Section 4.2.4 of this Certificate of Incorporation). Except as otherwise expressly required by law or as otherwise provided in this Certificate of Incorporation, holders of Preferred Stock and holders of Common Stock shall vote together as a single class on all matters submitted to a vote of stockholders. The holders of Preferred Stock shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Corporation and in accordance with applicable law.
##### (b) Election of Directors.
(i) Series B Director. The holders of shares of Series B Preferred, voting exclusively and as a separate class, shall be entitled to elect one (1) member of the Board of Directors of the Corporation (the "Series B Director"). As of the date of the filing of this Amended and Restated Certificate of Incorporation, the initial Series B Director is Priya Deshmukh.
(ii) Series A Director. The holders of shares of Series A Preferred, voting exclusively and as a separate class, shall be entitled to elect one (1) member of the Board of Directors of the Corporation (the "Series A Director"). As of the date of the filing of this Amended and Restated Certificate of Incorporation, the initial Series A Director is Thomas Brennan.
(iii) Common Directors. The holders of shares of Common Stock, voting exclusively and as a separate class, shall be entitled to elect two (2) members of the Board of Directors of the Corporation (the "Common Directors"). As of the date of the filing of this Amended and Restated Certificate of Incorporation, the initial Common Directors are Naveen Raghavan and Claire Whitmore.
(iv) Independent Director. One (1) member of the Board of Directors shall be an independent director (the "Independent Director") who shall not be an officer or employee of the Corporation or an Affiliate (as defined in Rule 405 under the Securities Act) of any holder of more than five percent (5%) of any class of capital stock of the Corporation, and who shall be mutually acceptable to (A) the Series B Director, (B) the Series A Director, and (C) the holders of a majority of the then-outstanding shares of Common Stock. The Independent Director shall be appointed within ninety (90) days following the date of the filing of this Amended and Restated Certificate of Incorporation (i.e., by October 27, 2022). As of the date of the filing of this Amended and Restated Certificate of Incorporation, the identity of the initial Independent Director has not yet been determined.
(v) Total Board Size. The total number of members of the Board of Directors of the Corporation shall be five (5), consisting of the Series B Director, the Series A Director, two (2) Common Directors, and the Independent Director.
##### (c) Removal and Vacancies.
Any director elected by a particular class or series of capital stock may be removed during such director's term of office, with or without cause, only by the affirmative vote or written consent of the holders of a majority of the shares of such class or series then outstanding and entitled to elect such director. Any vacancy in a directorship filled by a particular class or series of capital stock shall be filled only by the affirmative vote or written consent of the holders of a majority of the shares of such class or series then outstanding and entitled to elect such director, or, if no such holder vote is available in a timely manner, by a remaining director or directors who was or were elected by such class or series. No director elected by a particular class or series may be removed by the holders of any other class or series. Any director who was not elected by a particular class or series may be removed in the manner provided by the Bylaws of the Corporation and applicable law.
Section 4.2.6 — Protective Provisions.  ##### (a) Series B Protective Provisions.
In addition to any other vote or consent required herein or by law, the Corporation shall not, and shall not permit any subsidiary of the Corporation to, directly or indirectly, without the prior written consent or the affirmative vote at a meeting called for such purpose of the holders of at least a majority of the then-outstanding shares of Series B Preferred Stock (voting as a separate class), take any of the following actions:
(i) amend, alter, or repeal any provision of this Amended and Restated Certificate of Incorporation (including by merger, consolidation, or otherwise) or the Bylaws of the Corporation in a manner that adversely affects the rights, preferences, privileges, or powers of the Series B Preferred Stock in a manner that is different from the effect on the other series of Preferred Stock;
(ii) authorize or issue, or obligate itself to issue, any equity security of the Corporation (including any security convertible into or exercisable for any equity security of the Corporation) having a preference over, or being on a parity with, the Series B Preferred Stock with respect to dividends, liquidation preference, or redemption;
(iii) effect any Liquidation Event, Deemed Liquidation Event, merger, consolidation, or sale, lease, transfer, exclusive license, or other disposition of all or substantially all of the assets of the Corporation;
(iv) redeem, repurchase, or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any shares of Common Stock or Preferred Stock of the Corporation, other than (A) repurchases of shares of Common Stock from former employees, officers, directors, consultants, or other service providers of the Corporation or any of its subsidiaries at the lower of cost or fair market value upon termination of service pursuant to agreements approved by the Board, and (B) repurchases of shares in connection with the exercise of a right of first refusal approved by the Board;
(v) authorize annual capital expenditures of the Corporation or any subsidiary in excess of Five Million Dollars ($5,000,000) in any fiscal year of the Corporation;
(vi) create, incur, assume, guarantee, or otherwise become liable for any indebtedness (for borrowed money) in excess of Three Million Dollars ($3,000,000) in the aggregate (other than (A) trade payables incurred in the ordinary course of business consistent with past practice, and (B) equipment financing arrangements incurred in the ordinary course of business consistent with past practice);
(vii) increase the number of shares of Common Stock reserved for issuance under the Corporation's equity incentive plans (including the 2018 Equity Incentive Plan) beyond Four Million Six Hundred Thirty-Five Thousand (4,635,000) shares in the aggregate (such number being equal to approximately fifteen percent (15%) of Thirty Million Nine Hundred Thousand (30,900,000) post-closing fully diluted shares);
(viii) declare or pay any dividend or make any distribution (whether in cash, property, securities, or otherwise) on any shares of Common Stock of the Corporation;
(ix) increase or decrease the authorized number of directors constituting the Board of Directors of the Corporation; or
(x) create any subsidiary of the Corporation or acquire any equity interest in, or any portion of the assets of, any other entity, in any case where the total consideration payable or fair market value of the assets acquired exceeds One Million Dollars ($1,000,000) in any single transaction or series of related transactions.
##### (b) Additional Preferred Protective Provisions.
In addition to any other vote or consent required herein or by law, the Corporation shall not, and shall not permit any subsidiary of the Corporation to, directly or indirectly, without the prior written consent or the affirmative vote at a meeting called for such purpose of the holders of at least a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis), take any of the following actions:
(i) alter or change the rights, preferences, privileges, or powers of the Preferred Stock (including any series thereof) so as to adversely affect the Preferred Stock (including by merger, consolidation, or otherwise);
(ii) increase or decrease the total number of authorized shares of Preferred Stock (including any series thereof); or
(iii) create or authorize the creation of any additional class or series of capital stock of the Corporation unless such class or series ranks junior to all existing series of Preferred Stock with respect to dividends, liquidation, and redemption.
Section 4.2.7 — Redemption.  The shares of Preferred Stock are not redeemable at the option of the holders thereof. There are no mandatory redemption provisions applicable to any shares of Preferred Stock. Nothing in this Section 4.2.7 shall be construed to limit the Corporation's ability to repurchase shares of Preferred Stock from holders thereof on a voluntary, negotiated basis, subject to compliance with the protective provisions set forth in Section 4.2.6 above and applicable law.
Section 4.2.8 — No Reissuance of Preferred Stock.  No share or shares of Preferred Stock acquired by the Corporation by reason of conversion pursuant to Section 4.2.3, repurchase, redemption, or otherwise shall be reissued as shares of such series. All such shares shall be retired and shall revert to the status of authorized but unissued shares of Preferred Stock of the Corporation, undesignated as to series, and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth in this Certificate of Incorporation, the Bylaws of the Corporation, and applicable law.
Section 4.2.9 — Notices.  Any notice required or permitted to be given to holders of Preferred Stock pursuant to this Article IV or otherwise under this Certificate of Incorporation shall be in writing and shall be deemed effectively given upon (a) personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not sent during normal business hours, then on the next business day, (c) one (1) business day after deposit with a nationally recognized overnight courier service, specifying next-day delivery, with written verification of receipt, or (d) three (3) business days after deposit with the United States Post Office, by certified mail, return receipt requested, postage prepaid, in each case addressed to each holder at the address appearing on the books and records of the Corporation (or such other address as such holder may designate by ten (10) days' advance written notice to the Corporation in accordance with this Section 4.2.9).
Section 4.3 — Common Stock
(a) General.  Each holder of shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock held by such holder on all matters submitted to a vote of the stockholders of the Corporation. Subject to the preferential dividend rights of the holders of Preferred Stock set forth in Section 4.2.1 above, holders of shares of Common Stock shall be entitled to receive dividends and other distributions (whether payable in cash, property, securities, or otherwise) when, as, and if declared thereon by the Board out of any assets or funds of the Corporation legally available therefor. In the event of any Liquidation Event (as defined in Section 4.2.2(a)), after the payment in full of all Liquidation Preferences to all series of Preferred Stock (or the election by holders of any series of Preferred Stock to receive their applicable As-Converted Amount) in accordance with Section 4.2.2, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed ratably among the holders of shares of Common Stock (and any shares of Preferred Stock that have been converted into Common Stock) in proportion to the number of shares of Common Stock held by each such holder (treating any such converted Preferred Stock as the number of shares of Common Stock into which such shares have been converted).
(b) Reservation of Shares.  The Corporation shall at all times reserve and keep available, solely for the purpose of issuance upon conversion of the Preferred Stock and the exercise of outstanding options and warrants, out of its authorized but unissued shares of Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then-outstanding shares of Preferred Stock into shares of Common Stock and the exercise of all then-outstanding options and warrants exercisable for shares of Common Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Preferred Stock and the exercise of all then-outstanding options and warrants, then, in addition to such other remedies as shall be available to the holder of such Preferred Stock, options, or warrants, the Corporation shall take such corporate action as may be necessary to increase the authorized number of shares of Common Stock to such number of shares as shall be sufficient to allow such conversion and exercise, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Incorporation.
As of the date of the filing of this Amended and Restated Certificate of Incorporation, the Corporation has reserved for issuance the following shares of Common Stock:
ARTICLE V — BYLAWS
The Board of Directors of the Corporation is expressly authorized to adopt, amend, or repeal the Bylaws of the Corporation. The stockholders of the Corporation shall also have the power to adopt, amend, or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or by this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock), any adoption, amendment, alteration, or repeal of the Bylaws of the Corporation by the stockholders of the Corporation shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Notwithstanding the foregoing, any amendment to the Bylaws that would adversely affect the rights of the holders of any series of Preferred Stock shall also be subject to the applicable protective provisions set forth in Section 4.2.6 of this Certificate of Incorporation.
ARTICLE VI — BOARD OF DIRECTORS
Section 6.1 — Number of Directors.
The number of directors of the Corporation shall be five (5). The authorized number of directors may be changed only in accordance with this Certificate of Incorporation and the Bylaws of the Corporation, and subject in all events to the protective provisions set forth in Section 4.2.6 of this Certificate of Incorporation (including, without limitation, the requirement of consent of the holders of a majority of the outstanding shares of Series B Preferred Stock to any increase or decrease in the authorized number of directors).
Section 6.2 — Classification.
The Board of Directors shall not be divided into classes. All directors shall be elected at each annual meeting of stockholders of the Corporation and shall hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier resignation, removal, or death, except as otherwise provided in Section 4.2.5 of this Certificate of Incorporation with respect to directors elected by particular classes or series of capital stock. For the avoidance of doubt, the provisions of Section 4.2.5(b) regarding the right of particular classes and series of capital stock to elect designated directors shall apply at each annual meeting and at any special meeting called for the purpose of electing directors.
Section 6.3 — Written Consent in Lieu of Meeting.
Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any action taken by written consent or electronic transmission shall have the same force and effect as if taken at a duly convened meeting of the Board or committee, as applicable.
ARTICLE VII — LIMITATION OF LIABILITY
To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader exculpation than permitted prior thereto), no director of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director. Without limiting the foregoing, and for purposes of clarity, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:
(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends, unlawful stock purchases, and unlawful redemptions); or
(iv) for any transaction from which the director derived an improper personal benefit.
This Article VII is adopted pursuant to the authorization set forth in Section 102(b)(7) of the DGCL. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
No amendment to or repeal of this Article VII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. If any provision of the DGCL or any other applicable law is enacted after the filing of this Amended and Restated Certificate of Incorporation that has the effect of providing for further limitation or elimination of the personal liability of directors, the limitation on personal liability of directors provided in this Article VII shall be modified to the extent necessary to incorporate such further limitation or elimination.
ARTICLE VIII — INDEMNIFICATION
Section 8.1 — Right to Indemnification.
The Corporation shall indemnify, to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person (an "Indemnitee") who was or is a party to, or is threatened to be made a party to, any threatened, pending, or comple

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

SKYBRIDGE FINTECH LTD.

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