Talenthouse : Articles of Association English

ARTICLES OF ASSOCIATION

of

Talenthouse AG

(Talenthouse SA)

(Talenthouse Ltd)

having its registered seat in Baar, Zug

Company Name, Registered Seat, Duration and Purpose of the Company

Article 1

Name, registered Office and Duration

Under the company name of Talenthouse AG, (Talenthouse SA), (Talenthouse Ltd) there exists a stock corporation in the sense of Chapter 26 of the Swiss Code of Obligations ("CO"). The company has its registered office in Baar, Zug. The duration of the company is indefinite.

Article 2

Purpose

The company operates, directly or through its group companies, online platforms, online marketplaces and online services for a global community of creatives, in particular to connect with leading brand suppliers.

The company may establish branches and subsidiaries in Switzerland and abroad and acquire, manage and sell participations.

The company may acquire, hold and sell real estate as well as patent, trademark, copyright, design and all other intellectual property rights in Switzerland and abroad.

The company may make and/or use financings of any kind for its own account or for the account of third parties and, in particular, enter into lending or hedging transactions (including guarantees, sureties or letters of comfort) against payment or free of charge for or with direct or indirect parent, subsidiary and other affiliated companies, even if such financing, lending or hedging transactions are in the exclusive interest of such parent, subsidiary and other affiliated companies. The company may also provide management services to parent, subsidiary or other associated companies.

The company may carry on any other business and take any other measures which appear likely to further the objects of the company or which are directly or indirectly connected therewith.

Article 3

[cancelled]

Share Capital and Shares

Article 4

Share Capital

The share capital of the company amounts to CHF 42,162,444.30 and is divided into 421,624,443 registered shares with a nominal value CHF 0.10 each. The shares are fully paid-up.

Article 4a Authorized Share Capital

The board of directors is authorized to increase the share capital until 18 June 2023 by issuing a maximum of 170,000,000 fully paid-up new registered shares with a nominal value of CHF 0.10 each by a maximum amount of CHF 17,000,000. Increases by means of a firm underwriting and/or increases in partial amounts shall be permissible. The newly issued registered shares shall be subject to the transfer restrictions pursuant to Article 6 of the Articles of Association. The board of directors shall determine the issuance price, the date of dividend entitlement and the type of contribution (in particular in cash, by contribution in kind or conversion of freely available equity).

The board of directors is empowered to withdraw or restrict shareholders' subscription rights and to allocate such rights to third parties, the company or its group companies provided that the new shares shall be used (1) to acquire companies, parts of companies, or participations by share exchanges, (2) to finance or refinance the acquisition of companies, parts of companies, participations, real estate or new investments, (3) for the direct or indirect participation of employees, consultants, stakeholders and/or members of the board of directors of the company or of group companies, or (4) to be placed internationally. Shares for which pre-emptive rights have been granted but not exercised shall be used in the interest of the company.

Article 4b Conditional Share Capital

Under the exclusion of pre-emptive rights of the existing shareholders, the share capital may be increased by up to CHF 8,000,000 through the issuance of a maximum of 80,000,000 fully paid-up new registered shares, each with a nominal value of CHF 0.10 through the exercise of option rights granted to selected employees, consultants and/or members of the board of directors of the company or of group companies in accordance with a plan to be drawn up by the board of directors. The new registered shares are subject to the transfer restrictions pursuant to Article 6 of these Articles of Association.

Article 4c Conditional Share Capital

The share capital shall be increased by up to CHF 13,000,000 through the issuance of a maximum of 130,000,000 fully paid-up new registered shares, each with a nominal value of CHF 0.10, through the exercise of conversion and/or option rights granted in connection with convertible bonds, bonds with warrants or other financial market instruments of the company or of group companies.

When issuing convertible bonds, bonds with warrants or other financial market instruments with conversion and/or option rights attached, shareholders' pre-emptive are excluded. The respective holders of conversion and/or option rights are entitled to subscribe to the new shares.

The board of directors is authorized, when issuing convertible bonds, bonds with warrants or other similar financial market instruments, to limit or cancel the shareholders' preferential subscription rights if (1) the financing instruments with conversion or option rights are issued in connection with the financing or refinancing of the acquisition of companies, parts of companies, participations or new investment projects or (2) an issue of convertible bonds or similar instruments is made on international capital markets or by means of private placements.

If the preferential subscription right is cancelled by resolution of the board of directors, the following shall apply: (1) conversion rights may be exercised for a maximum of 20 years, option rights for a maximum of 10 years from the date of the relevant issue and (2) the relevant financial market instruments must be issued at then prevailing market conditions.

The acquisition of shares through the exercise of conversion and/or option rights as well as any subsequent transfer of the shares are subject to the transfer restrictions pursuant to Article 6 of the Articles of Association.

Article 5

Form of Shares

The registered shares of the company are issued in the form of uncertificated securities (in the sense of the Code of Obligations) and book entry securities (in the sense of the Book Entry Securities Act).

The shares are neither issued in the form of global certificates, nor in the form of certificates, single certificates or in any other form. The shareholders are not entitled to demand the issuance of share certificates. Each shareholder may request from the company a confirmation in writing of their legal title in the shares.

Book entry securities, which are based on the registered shares of the company, may not be transferred by way of assignment. No collateral security may be created over these book entry securities by way of assignment.

The company may withdraw shares issued as book entry securities from the depositary system.

By resolution of the Meeting of Shareholders and by amendment of the Articles of Association, the company may consolidate registered shares into shares with a higher par value or split them into shares with lower par value. By amendment of the Articles of Association, the Meeting of Shareholders may any time convert registered shares into bearer shares or bearer shares into registered shares.

Article 6

Share Register, Transfer Restrictions

Shareholders and usufructuaries are entered in the company's share register with their first name, surname, nationality and address (in case of legal entities with company name, registered office and address). Whoever is registered in the share register is deemed to be shareholder or usufructuary vis-à-vis the company. A person entered in the share register changing its address shall notify the company accordingly. The company shall accept only one representative per shareholder.

The company may, after consultation with the affected person, cancel entries in the share register if such entry was made based on untrue information given by the acquirer. The acquirer shall be informed of the cancellation immediately.

The entry of acquirers of shares as shareholders with voting rights shall be made upon request and shall require the recognition as a shareholder with voting rights by the board of directors. Such request may be refused if the acquirer does not explicitly declare, despite being asked by the company, that it has acquired and will hold the shares in its own name, in its own interests and on its own account.

The board of directors is authorised to grant exceptions to this provision in connection with the trading of shares, for example in the case of registration of persons holding shares on behalf of third parties ("Nominees"). The board of directors may enter such Nominees in the share register as shareholders with voting rights up to a maximum of 5% of the share capital registered in the commercial registry. Beyond this limit, the board of directors may register Nominees as shareholders with voting rights if the Nominee concerned discloses the names, addresses and shareholdings of those persons for whose account he holds 0.5% or more of the share capital registered in the commercial registry. The board of directors may enter into agreements with such Nominees regarding the duty of notification, the representation of shares and the exercise of voting rights and may, in particular, refuse the registration of voting rights until a Nominee has signed such an agreement.

Legal entities and legal communities that are affiliated through capital ownership, voting rights, common control or otherwise, as well as any individuals or legal entities, legal communities or trusts, acting in concert, as a syndicate or otherwise in view of a circumvention of the transfer restrictions, are deemed to be one Nominee.

Subject to article 653c para. 3 CO, this restriction also applies to the acquisition of registered shares by exercise of subscription rights, option rights and conversion rights.

Until an acquirer has not become a shareholder with voting rights in accordance with this Article 6, it may neither exercise voting rights connected with the shares nor other rights associated with the voting rights.

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