888 : Memorandum and Articles of Association

PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

evoke public limited company

1. The name of the company is "evoke plc".
2. The company is a public company.
3. The registered office of the company is situate in Gibraltar at Suite 601/701, Europort, Europort Road, Gibraltar GX11 1AA.
4. The company's office in the United Kingdom is situate at 1 Bedford Avenue, London, WC1B 3AU.
5. The liability of the members is limited.
6. The authorised share capital of the company is GBP£5,131,937.50 divided into 1,026,387,500 ordinary shares of GBP£0.005 each.
7. WE, the several persons whose name and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Name of each	Number of shares taken by	Signature of each	Name, address &
subscriber	each subscriber	subscriber	signature of
			witness

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

evoke public limited company

	PRELIMINARY
Model Articles 1.	The form of memorandum and articles of association of a public company
	limited by shares contained in the Companies Act (Model Memoranda and
	Articles) Regulations 2014 shall, unless specific reference is made to the
	contrary in these articles, not apply to the Company.

Definitions

2. In these Articles, except where the subject or context otherwise requires:

Accreditation Certificate has the meaning given by the Electronic Commerce Act 2001;

Act means the Companies Act 2014 of Gibraltar including any modification or re- enactment of it for the time being in force;

acting in concert means persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, in respect of the acquisition by any of them of shares in a company to obtain or consolidate control of that company;

address, in relation to electronic communications, includes any number or address used for the purposes of such communications;

Articles means these articles of association as altered from time to time by special resolution;

Associated Company means in respect of an individual any company in respect of which he is (and any persons Connected with him together are) entitled to exercise or does exercise, the control of shares comprising at least one-fifth of the equity share capital of that company;

auditors means the auditors of the Company from time to time;

betting or gaming activity or any activity ancillary or related thereto has the meaning given to it in Article 12 (f);

the board means the directors or any of them acting as the board of directors of the Company;

City Code means The City Code on Takeovers and Mergers of the United Kingdom as issued from time to time by or on behalf of the Panel or any successor to or replacement thereof from time to time issued by or on behalf of the Panel;

clear days in relation to the sending of a notice means the period excluding the day on which a notice is sent or deemed to be sent and the day for which it is sent or on which it is to take effect;

Connected means, in the case of an individual:

1. that individual's spouse, Relative, or the spouse of such a Relative;
2. any Associated Company of that individual;
3. in his capacity as trustee of a Settlement, a Settlor, any person who is Connected with such a Settlor, any company being under the control of five or fewer participators whose participators include the trustees of the Settlement (or any company of which that company has Control) and any beneficiaries of such Settlement being persons Connected with the individual or a company with which he is associated; or
4. any person with whom he is in partnership, and with the spouse or Relative of any individual with whom he is in partnership, except in relation to acquisitions or disposals of partnership assets pursuant to bona fide commercial arrangements;

Control means, in the case of a company, the power of any person (whether alone or in connection with any other persons who, acting together, shall be taken to have Control) to secure directly or indirectly (whether by means of holding shares or the possession of voting power, or by virtue of any powers conferred by the articles of association or other document or otherwise) that the affairs of the company are conducted in accordance with his wishes;

Controlling Shareholder has the meaning given in the Listing Rules;

director means a director of the Company;

Disclosure Act means the Disclosure of Interests in Shares Act 1998 of Gibraltar including any modification or re-enactment of it for the time being in force;

dividend means dividend or bonus;

References to electronic platforms include, without limitation, website addresses and conference call systems, and references to persons attending meetings by electronic means means attendance at electronic general meetings and hybrid general meetings via the electronic platform(s) stated in the notice of such meeting;

electronic signature has the meaning given by section 11(1) of the Electronic Commerce Act 2001 of Gibraltar, namely a signature in electronic form which:

1. is in, attached to or logically associated with, information;
2. is used by a person ("the signatory") to indicate his adoption of that information;
3. is uniquely linked to the signatory and capable of identifying him;
4. is created using means that the signatory can maintain under his sole control; and
5. is linked to the information to which it relates in such a manner that any subsequent alteration of the information is revealed.

Employee Share Scheme means any scheme for providing incentives to employees and/or consultants and/or directors of the Company involving share options, allocations of shares, stock appreciation rights or other similar awards involving the equity of the Company;

entitled by transmission means, in relation to a share in the capital of the Company, entitled as a consequence of the death or bankruptcy of the holder or otherwise by operation of law;

Equity Securities has the meaning given to it in Article 25;

extraordinary resolution has the meaning described in the Act;

FSMA means the United Kingdom Financial Services and Markets Act 2000;

Gaming Regulatory Authority has the meaning given to it in Article 12(b);

General Principles means the General Principles as set out in the City Code;

holder in relation to a share in the capital of the Company means the member whose name is entered in the register as the holder of that share;

Independent Director means a Director whom the Company has determined to be independent under the UK Corporate Governance Code;

Independent Shareholder means any person entitled to vote on the election of directors that is not a Controlling Shareholder;

interest and interested in has the meaning given to it in Article 12(e);

Listing Rules means the rules made by the UK Financial Services Authority pursuant to section 74 of the United Kingdom Financial Services and Markets Act 2000 as amended from time to time;

London Stock Exchange means London Stock Exchange plc;

member means the person registered in the register as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the register as one of such joint holders, or all such persons as the context so requires;

Memorandum means the memorandum of association of the Company as amended from time to time;

Mental Health Act means the Mental Health Act 1968 of Gibraltar including any modification or re-enactment of it for the time being in force;

office means the registered office of the Company;

Official List means the official list of securities of the UK Financial Services Authority;

paid means paid or credited as paid;

Panel means the Panel on Takeovers and Mergers in the United Kingdom, and from time to time any successor or replacement body thereof;

present means, for the purposes of physical general meetings, present in person, for the purposes of electronic general meetings, present by electronic means or, for the purposes of hybrid general meetings, present in person or by electronic means;;

recognised person means a recognised clearing house or a recognised investment exchange as provided for in Part 18 of FSMA;

register means the register of members of the Company held at the registered office and/or in any other place and includes any register held at any other location;

Regulations means the United Kingdom Uncertificated Securities Regulations 2001 including any modification or re-enactment of them for the time being in force;

Relative means child, step-child, brother, sister, or other direct ancestor or lineal descendant;

Relevant Employee Shares has the meaning given to it in Article 25;

Relevant Shares has the meaning given to it in Article 25;

Relevant Securities means:

1. shares in the Company (other than shares shown in the Memorandum to have been taken by the subscribers to it); and
2. any right to subscribe for, or to convert any security into, shares in the Company (other than shares so allotted);

and a reference to the allotment of Relevant Securities includes the grant of such a right but, subject to Article 15 below, not the allotment of shares pursuant to such a right.

seal means the common seal of the Company and includes any official seal kept by the Company by virtue of section 74 of the Act;

secretary means the secretary of the Company and includes a joint, assistant, deputy or temporary secretary and any other person appointed to perform the duties of the secretary;

Settlement means any disposition, trust, covenant, agreement or arrangement pursuant to which any person transfers the legal title in property to another person or persons to be held for the benefit of the Settlor and/ or a third party;

Settlor means, in relation to a settlement, any person by whom the Settlement was made, whether directly or indirectly, and including if he has provided or undertaken to provide funds directly or indirectly for the purpose of the Settlement, or has made with any other person a reciprocal arrangement for that other person to make or enter into the Settlement;

Shareholder Regulatory Event has the meaning set out in Article 11;

special resolution has the meaning described in the Act;

Standards means the admission and disclosure standards made by the London Stock Exchange;

UK or United Kingdom means Great Britain and Northern Ireland;

UK Act means the United Kingdom Companies Act 2006 including any modification or re-enactment of it for the time being in force; and

UK Corporate Governance Code means the UK Corporate Governance Code published in September 2012 by the Financial Reporting Council (as amended or restated from time to time).

Construction	3.	References to a document include, unless the context otherwise requires,
	references to an electronic communication.

References to an electronic communication means, where the context so permits, a communication transmitted (whether from one person to another, from one device to another or from a person to a device or vice versa) by means of an electronic communications network or by other means but while in an electronic form, and "communication" includes a communication comprising sounds or images or both and a communication effecting a payment and "electronic communications network" means

1. a transmission system for the conveyance, by the use of electrical, magnetic or electro-magnetic energy, of signals of any description; and (b) such of the following as are used, by the person providing the system and in association with it, for the conveyance of the signals - (i) apparatus comprised in the system; (ii) apparatus

used for the switching or routing of the signals; and (iii) software and stored data.

References to a document being executed include references to its being executed under hand or under seal or, in the case of an electronic communication, by electronic signature.

References to an instrument mean, unless the contrary is stated, a written document having tangible form and not comprised in an electronic communication.

Where, in relation to a share, these Articles refer to a relevant system in the United Kingdom, the reference is to the relevant system in which that share or any depository interest representing such share is a participating security at the relevant time.

References to a notice or other document being sent or given to or by a person mean such notice or other document, or a copy of such notice or other document, being sent, given, delivered, issued or made available to or by, or served on or by, or deposited with or by that person by any method authorised by these Articles, and sending and giving shall be construed accordingly.

References to writing mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether comprised in an electronic communication or otherwise, and written shall be construed accordingly.

Words denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender; and words denoting persons include corporations.

Words or expressions contained in these Articles which are not defined in Article 2 but are defined in the Act and/or the UK Act, as the case may be, have the same meaning as in the Act and/or the UK Act (but excluding any modification of the Act and/or the UK Act not in force at the date of adoption of these Articles) unless inconsistent with the subject or context PROVIDED THAT where there is any inconsistency between the Act and the UK Act, the provisions of the Act shall prevail.

Words or expressions contained in these Articles which are not defined in Article 2 but are defined in the Regulations have the same meaning as in the Regulations (but excluding any modification of the Regulations not in force at the date of adoption of these Articles) unless inconsistent with the subject or context.

Subject to the preceding two paragraphs, references to any provision of any enactment or of any subordinate legislation (as defined by section 21(1) of the Interpretation Act 1978) include any modification or re-enactment of that provision for the time being in force.

Headings and marginal notes are inserted for convenience only and do not affect the construction of these Articles.

In these Articles, (a) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them; (b) the word board in the context of the exercise of any power contained in these Articles includes any committee consisting of one or more directors, any director, any other officer of the Company and any local or

Share capital

Shares with special rights

divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated; (c) no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and (d) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.

SHARE CAPITAL

1. The share capital of the Company on the adoption of these Articles is GBP£5,131,937.50 divided into 1,026,387,500 shares of GBP£0.005 each.
2. Subject to the provisions of the Act and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the board shall determine.

Authority to allot

6. The directors shall not exercise any power to allot Relevant Securities unless authorised to do so by a resolution of members in general meeting. Such authorisation by a resolution of members in a general meeting may be given for a particular exercise of the power or for the exercise generally, and may be unconditional or subject to conditions.

Suspension of rights of members

Required disposal of Disposal Shares

7. If at any time the Company determines that a Shareholder Regulatory Event has occurred, it may, in its absolute discretion at any time, by written notice (a Shareholder Regulatory Event Notice) to the holder(s) of any interest(s) in any shares (the Relevant Shares) in the Company to whom a Shareholder Regulatory Event relates (or to whom the Company reasonably believes it to relate), in its absolute discretion with immediate effect (or with effect from such date as is specified in such Shareholder Regulatory Event Notice), suspend one or more of the following rights attaching to such Relevant Shares:

1. the right to attend and speak at meetings of the Company and to vote either personally or by proxy at a general meeting or at a separate meeting of the holders of that class of shares or to demand and vote on a poll exercisable in respect of any Relevant Shares, or to exercise, directly or through any trustee or nominee, any other right conferred by such securities;
2. the right to receive any payment or distribution (whether by way of dividend, interest, or otherwise) in respect of any Relevant Shares, or receive any other form of remuneration, including for services rendered; and
3. the right to the issue of further shares or other securities in respect of the Relevant Shares.

8. If at any time the Company determines that a Shareholder Regulatory Event has occurred it may, in its absolute discretion at any time, by written notice (a Disposal Notice) to a holder of any interest(s) in any shares in the Company to whom the Shareholder Regulatory Event relates (or to whom the Company reasonably believes it

Right of Company to sell Disposal Shares

to relate), require the recipient of the Disposal Notice or any person named therein as interested in (or reasonably believed to be interested in) shares of the Company to dispose of such number of shares as is specified in the Disposal Notice (the Disposal Shares) and for evidence in a form reasonably satisfactory to the Company that such disposal shall have been effected to be supplied to the Company within 14 days (or such other time required by a Gaming Regulatory Authority) from the date of the Disposal Notice or within such other period as the Company shall (in its absolute discretion) consider reasonable. The Company may withdraw a Disposal Notice so given whether before or after the expiration of the period referred to therein if it appears to the Company that the ground or purported grounds for its service do not exist or no longer exist.

9. If a Disposal Notice is not complied with in accordance with its terms or otherwise not complied with to the satisfaction of the Company within the time specified, and has not been withdrawn, the Company shall, in its absolute discretion, be entitled, so far as it is able, to dispose (or procure the disposal) of the Disposal Shares at the highest price reasonably obtainable by the Company or its agents in the circumstances (or such amount permitted by the Gaming Regulatory Authority) and shall give written notice of any such disposal to those persons on whom the Disposal Notice was served; subject to all applicable law and regulation, the Company itself may acquire Disposal Shares. Any such disposal by the Company shall be completed as soon as reasonably practicable after expiry of the time specified in the Disposal Notice and, in any event, within 90 days after the expiry of the time specified in the Disposal Notice provided that a disposal may be suspended during any period when dealings by the directors in the Company's shares are not permitted by applicable law or regulation but any disposal of Disposal Shares so suspended shall be completed within 30 days after the expiry of the period of such suspension.

Steps to be taken in connection with sale of Disposal Shares

10. Neither the Company nor any director, officer, employee or agent of the Company shall be liable to any holder of or any person having any interest in Disposal

Shares disposed of in accordance with Articles 7 - 12 (inclusive) or to any other person provided that, in disposing of such Disposal Shares, the Company acts in good faith within the time periods specified above. For the purpose of effecting any disposal of Disposal Shares held in uncertificated form, the Company may make such arrangements on behalf of the registered holder of the Disposal Shares as it may think fit to transfer title to those shares through a relevant system (as defined in the Regulations). For the purpose of effecting any disposal of Disposal Shares held in certificated form, the Company may authorise in writing any, director, officer, employee or agent of the Company to execute any necessary transfer on behalf of the registered holder(s) and may issue a new share certificate or other document of title to the purchaser and enter the name of the transferee in the register. The net proceeds of any such disposal shall be received by the Company whose receipt shall be a good discharge for the purchase money and shall be paid (without interest being payable thereon) to the former registered holder of the Disposal Shares upon surrender by him of all relevant share certificate(s) or other documents of title in respect of such Disposal Shares. The transferee shall not be bound to see the application of such proceeds and once the name of the transferee has been entered into the register in respect of the Disposal Shares, the validity of the transfer of the Disposal Shares shall not be questioned. Any delay on the part of the Company in exercising any or all of its rights

Meaning of

Shareholder

Regulatory

Event

under Articles 7- 12 (inclusive) shall not in any way invalidate the transfer of any Disposal Shares made hereunder or any other steps undertaken in connection therewith. Save as otherwise specifically provided by Articles 7- 12 (inclusive), the manner, timing and terms of any disposal of Disposal Shares by (or on behalf of) the Company shall be determined by the Company and the Company may take advice from such persons as are considered by it to be appropriate as to the manner, timing and terms of any such disposal. The holder(s) of the Relevant Shares to whom such Shareholder Regulatory Event relates shall be liable to reimburse the Company for all expenses incurred by the Company in performing its obligations and exercising its rights hereunder, including attorney's fees.

11. For the purposes of Articles 7 - 12 (inclusive), a Shareholder Regulatory Event shall occur if:

1. a Gaming Regulatory Authority informs the Company or any member of its group that any member of the Company or any person interested or believed to be interested in shares of the Company is for whatever reason:
2. 1. unsuitable to be a person interested in shares of the Company;
   2. not licensed or qualified to be a person interested in shares of the Company; or
   3. disqualified as a holder of interests in shares of the Company,

under any legislation regulating the operation of any betting or gaming activity or any activity ancillary or related thereto undertaken or to be undertaken by the Company or any member of its group or any other company, partnership, body corporate or other entity in which the Company or any member of its group is interested;

1. a Gaming Regulatory Authority by reason, in whole or in part, of the interest of any person or persons in shares of the Company (or by its belief as to the interest of any person or persons in such shares) has:
2. 1. refused or indicated to the Company or any member of its group or any other company, partnership, body corporate or other entity in which the Company or any member of its group is interested that it will or is likely to or may refuse;
   2. revoked or cancelled or indicated to the Company or any member of its group or any other company, partnership, body corporate or other entity in which the Company or any member of its group is interested that it will or is likely to or may revoke or cancel;
   3. opposed or indicated to the Company or any member of its group or any other company, partnership, body corporate or other business in which the Company or any member of its group is interested that it will or is likely to or may oppose; or