Pegasus Entrepreneurial Acquisition Europe B : Articles of Association (English)

ARTICLES OF ASSOCIATION OF FL ENTERTAINMENT N.V. (unofficial translation)

having its seat in Amsterdam, the Netherlands, as these read after the execution of the deed of conversion and amendment of the articles of association, executed on 30 June 2022 before IJsbrand Cornelis van Straten, civil law notary in Amsterdam.

The amendment of the articles of association will become effective on 1 July 2022. The company is registered in the Dutch trade register under number 85742422.

DEFINITIONS

Article 1.

1.1. The following definitions shall apply in these articles of association:

1. Articles of Association: the articles of association of the Company as they will read from time to time.
2. Absolute Majority: more than half of the votes cast.
3. Admitted Institution: an admitted institution with Euroclear Nederland within the meaning of section 1 of the Dutch Giro Securities Transfer Act (Wet giraal effectenverkeer).
4. Affiliate: a Group Company, that means Persons which are united in one Group.
5. Board: the board of directors (bestuur) of the Company.
6. Board Rules: the internal rules applicable to the Board, as drawn up by the Board.
7. Capital Adjustment Measures: any equitable adjustments made by the Board to a conversion ratio or, as the case may be, the relevant trigger price, contemplated by the Articles of Association for any share split, reclassification, consolidation, reorganization, recapitalization, anti-dilution mechanism, (de)merger, subdivision, share combination, reverse share split or cancellation (and any other transaction having a mechanical and automatic effect to increase or decrease the stock market price of Shares (excluding for the avoidance of doubt any business combination or similar transaction)), or otherwise.
8. CEO: the Company's chief executive officer.
9. CFO: the Company's chief financial officer.
10. Company: the company with limited liability (naamloze vennootschap) FL Entertainment N.V., with seat in Amsterdam, the Netherlands.
11. Depositary Receipt: a depositary receipt for a Share (certificaat van een aandeel).

1. Director: a member of the Board.
2. Earn-OutPreference Shares: the Earn-Out Preference Shares A, the Earn-Out Preference Shares B and the Earn-Out Preference Shares C, as referred to in article 4.1 and Article 6.
3. Earn-OutPreference Shares A: the thirteen million (13,000,000) earn-out preference shares A in the capital of the Company, each with a nominal value of three euro cent (EUR 0.03), as referred to in article 4.1 and Article 6.
4. Earn-OutPreference Shares B: the three million five hundred thousand (3,500,000) earn-out preference shares B in the capital of the Company, each with a nominal value of three euro cent (EUR 0.03), as referred to in article 4.1 and Article 6.
5. Earn-OutPreference Shares C: the three million five hundred thousand (3,500,000) earn-out preference shares C in the capital of the Company, each with a nominal value of three euro cent (EUR 0.03), as referred to in article 4.1 and Article 6.
6. Eligible SVS Holder: a Person that (x) agrees to adhere to, and shall continue to meet the requirements of, the SVS Terms, and (y) acquires Special Voting Shares A together with a same number of Ordinary Shares, and (z) either (i) individually or together with its Affiliates, (a) holds (after the acquisition of Ordinary Shares set out under (y)) Ordinary Shares representing twenty percent (20%) or more of the total number of Ordinary Shares issued and outstanding at any time, and (b) holds all of the issued and outstanding Special Voting Shares A at any time, and
7. 1. except for Financière Lov and its Affiliates, shall have filed and actually launched (which means that Shareholders are actually able to sell their Shares) a public offer (openbaar bod) in cash on the Company that is declared unconditional (for all outstanding Shares and other equity-linked securities issued by the Company and with no conditions) at a price per Ordinary Share at least equal to the aggregate of (I) the price paid for one Ordinary Share and (II) the price paid for one corresponding Special Voting Share A, or (ii) is a Pledgee SVS Beneficiary and holds Special Voting Shares A no longer than six (6) months (provided such deadline shall be extended to a maximum of eighteen (18) months if the Pledgee SVS Beneficiary envisages a transfer of Ordinary Shares with the corresponding Special Voting Shares A held by it to an Eligible SVS Holder as referred to in limbs (x), (y) and (z)(i) of this definition, in a situation where such transfer cannot be completed without such transferee first obtaining the requisite regulatory authorizations) after the acquisition of such Special Voting Shares A.
8. Euroclear Nederland: Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., trading under the name Euroclear Nederland, being the central depositary as referred to in the Dutch Securities Giro Act.
9. Executive Director: an executive member of the Board.
10. Financière Lov: a simplified joint-stock company (société par actions simplifiée) incorporated under the laws of France, and registered in trade and commercial register of Paris (Registre de Commerce et des Sociétés) under number 487 997 660.

1. Founder Shares: founder preference shares in the capital of the Company, each with a nominal value of one euro cent (EUR 0.01), as referred to in article 4.1 and Article 5.
2. General Meeting: the corporate body consisting of the Shareholders and other Persons entitled to vote in the meeting of Shareholders and other Persons with Meeting Rights, or a meeting of such Persons, as the case may be.
3. Group: an economic unit in which Persons are organizationally interconnected. Group companies are legal persons and commercial partnerships interconnected to each other in one group, in accordance with section 2:24b of the Dutch Civil Code.
4. Group Company: a legal entity or company with which the relevant Person is affiliated in a Group.
5. Meeting Rights: the right to attend General Meetings and to speak at such meetings, as a Shareholder or as a Person to whom these rights have been attributed.
6. Non-ExecutiveDirector: a non-executive member of the Board.

1. Non-EligibleSpecial Voting Shares A: (i) the Special Voting Shares A held by an Eligible SVS Holder exceeding the number of Ordinary Shares held by such Eligible SVS Holder, and (ii) the Special Voting Shares A held by a Non-Eligible SVS Holder.
2. Non-EligibleSVS Holder: a Person who holds Special Voting Shares A and/or Special Voting Shares B and is not or ceases to be an Eligible SVS Holder (including, for the avoidance of doubt, a Person who no longer meets the requirements of the SVS Terms).
3. Ordinary Shares: ordinary shares in the capital of the Company, each with a nominal value of one euro cent (EUR 0.01), as referred to in article 4.1.
4. Person: any individual (natuurlijk persoon), firm, legal entity (in whatever form and wherever formed or incorporated), governmental entity, joint venture, association or partnership (including, without limitation, any Shareholder).
5. Pledgee SVS Beneficiary: any beneficiary of a pledge over Special Voting Shares A held by Financière Lov (together with the Affiliates, successors and assignees of such beneficiary) that has enforced such pledge over Special Voting Shares A and a corresponding number of Ordinary Shares at the time of enforcement.
6. Promote Schedule Earn-Out Preference Shares: the "FL Promote Schedule" set forth in the Company's prospectus as submitted to and approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) to be expected on or around the first of July two thousand and twenty- two and as published on the website of the Company.
7. Promote Schedule Founder Shares: the "Pegasus Promote Schedule" set forth

in the Company's prospectus as submitted to and approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) to be expected on or around the first of July two thousand and twenty-two and as published on the website of the Company.

1. 1. Shares: Ordinary Shares, Earn-Out Preference Shares, Special Voting Shares and Founder Shares.
   2. Shareholder: a holder of one or more Shares (irrespective of whether it concerns Ordinary Shares, Earn-Out Preference Shares, Special Voting Shares or Founder Shares, unless indicated otherwise).
   3. Special Voting Shares: Special Voting Shares A and Special Voting Shares B.
   4. Special Voting Shares A: special voting shares A in the capital of the Company, each with a nominal value of two euro cent (EUR 0.02), as referred to in article
   5. 1. and Article 7.
   6. Special Voting Shares B: special voting shares B in the capital of the Company, each with a nominal value of two euro cent (EUR 0.02), as referred to in article
   7. 1. and Article 7.
   8. SVS Terms: the terms and conditions applicable to the holders of Special Voting Shares as referred to in article 7.1, as amended from time to time.
   9. Statutory Giro System: the giro system as referred to in the Dutch Securities Giro Transfer Act (Wet giraal effectenverkeer).
   10. Subsidiary: has the meaning as referred to in section 2:24a of the Dutch Civil Code.
   11. Writing: means by letter, telefax, e-mail or any other electronic means of communication, provided that the message is legible and reproducible.
2. The definitions included in article 1.1 will apply both to the singular and the plural of the terms defined.
3. In the Articles of Association any reference to a gender includes all genders or non-binary individuals.

NAME AND SEAT

Article 2.

1. The name of the Company is: FL Entertainment N.V.
2. The Company has its seat in Amsterdam, the Netherlands.
3. The place of effective management of the Company shall be in France, unless another place is designated as the place of effective management by resolution of the Board adopted in a meeting in which all Directors in office are present or represented.

OBJECTS

Article 3.

The objects of the Company are:

1. to participate in, to finance, to collaborate with, to conduct the management of companies and other enterprises;
2. to finance businesses and companies;
3. to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness as well as to enter into agreements in connection with aforementioned activities;
4. to render advice and services to businesses and companies with which the Company forms a Group and to third parties;
5. to grant guarantees, to bind the Company and to pledge its assets and/or provide other security for obligations of businesses and companies with which it forms a Group and on behalf of third parties;
6. to acquire, use and/or assign industrial and intellectual property rights;
7. to acquire, alienate, manage and exploit registered property and items of property in general;
8. to trade in currencies, securities and items of property in general; and
9. to perform any and all activities of an industrial, financial or commercial nature,

and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

CAPITAL AND SHARES

Article 4.

4.1. The Company's authorized capital amounts to fourteen million six hundred and fifty-two thousand five hundred euros and two cents (EUR 14,652,500.02) and is divided into:

1. eight hundred million (800,000,000) Ordinary Shares, each having a nominal value of one euro cent (EUR 0.01);
2. thirteen million (13,000,000) Earn-Out Preference Shares A, each having a nominal value of three euro cent (EUR 0.03);
3. three million five hundred thousand (3,500,000) Earn-Out Preference Shares B, each having a nominal value of three euro cent (EUR 0.03);
4. three million five hundred thousand (3,500,000) Earn-Out Preference Shares C, each having a nominal value of three euro cent (EUR 0.03);
5. three hundred million (300,000,000) Special Voting Shares A, each having a nominal value of two euro cents (EUR 0.02);