Covalto (CVTO) DRSDraft registration statement

Company Name

Registered Office

Objects

Powers of Company

Limited Liability

Authorised Capital

Part VII of the Companies Law (as revised)

Amendment

Preliminary

The regulations contained in Table A of the Companies Law (as revised) do not apply to the Company and the following are the articles of association of the Company.

In these Articles:

Commencement of Business

The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that only part of its shares may have been allotted.

The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration.

Alteration of Articles

Subject to Article 7.6, Article 7.7, Article 7.8, Article 7.9 and Article 7.10, the Company may from time to time alter or add to these Articles by passing a Special Resolution.

Issue of Shares, Principal and Branch Registers and Offices

Subject to the Law and to any direction that may be given by the Company in a general meeting and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the shares of the Company shall be under the Directors’ general and unconditional authority to allot and/or issue (with or without rights of renunciation), grant options over, offer or otherwise deal with or dispose of any unissued shares of the Company (whether forming part of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the Directors may decide and they may allot or otherwise dispose of them to such persons (including any Director) on such terms and conditions and at such time as the Directors may determine.

The Company may issue fractions of a share and, save where the Articles otherwise provide, a fraction of a share shall rank pari passu and shall have proportionately the same rights as a whole share of the same class.

The Directors may accept non-cash consideration for the issue of Shares.

The Company shall not issue shares or warrants to bearer.

The Directors may accept contributions to the capital of the Company otherwise than in consideration of the issue of shares and the amount of any such contribution may be treated as share premium (in which case it shall be subject to the provisions of the Law and these Articles applicable to share premium).

The Company shall maintain or cause to be maintained the Register in accordance with the Law.

The Directors may determine that the Company shall maintain one or more branch registers of members in accordance with the Law provided that a duplicate of such branch registers shall be maintained with the principal register in accordance with the Law. The Directors shall also determine which register of members shall constitute the principal register and which shall constitute the branch register or registers, and may vary such determination from time to time.

Subject to the provisions of the Law, the Company by resolution of the Directors may change the location of its registered office.

The Company, in addition to its registered office, may establish and maintain such other offices, places of business and agencies in the Islands and elsewhere as the Directors may from time to time determine.

Treasury Shares

The Directors may, prior to the purchase, redemption or surrender of any share, determine that such share shall be held as a Treasury Share.

The Directors may resolve to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

Redemption, Purchase and Surrender of Own Shares

Subject to the provisions of the Law, the Memorandum and Articles 7 and 8:

The Directors may accept the surrender for no consideration of any fully paid-up share.

The Directors may, when making a payment in respect of the redemption or purchase of shares, make such payment in cash or in specie (or partly in one and partly in the other).

Upon the date of redemption or purchase of a share, the holder shall cease to be entitled to any rights in respect thereof (excepting always the right to receive (i) the price therefor and (ii) any dividend which had been declared in respect thereof prior to such redemption or purchase being effected) and accordingly his name shall be removed from the Register with respect thereto and the share shall be cancelled.

Preference Shares

Dividend Provisions

Any dividends shall be distributed, out of any assets legally available therefor, payable when and if declared by the Directors, among all holders of Ordinary Shares and Preference Shares in proportion to the number of Ordinary Shares that would be held by each such holder if all Preference Shares were converted to Ordinary Shares at the then effective Conversion Rate. Such dividends shall not be cumulative.

Notwithstanding anything in these Articles to the contrary, within ninety (90) days following the end of each Fiscal Year, the Company shall, to the extent of available cash, make a distribution to each holder of Ordinary Shares or Preference Shares in proportion to the number of Ordinary Shares that would be held by each such holder if all Preference Shares were converted to Ordinary Shares at the then effective Conversion Rate in an amount equal to the highest U.S. federal, state and local annual tax liability (excluding penalties) of any such holder arising in connection with the allocation of income or gain to such holder pursuant to these Articles or applicable law, determined by assuming the applicability of the highest combined U.S. federal, state and local income tax rates to such holder (including for this purpose any tax under Code Section 1411 or similar provisions of applicable law) and assuming such holder is a resident of New York.

Liquidation Preference

In the event of any Liquidation Event (as defined below), either voluntary or involuntary, the holders of Preference Shares shall be entitled to receive, prior and in preference to any distribution of the proceeds of such Liquidation Event (the “Proceeds”) to the holders of Ordinary Shares by reason of their ownership thereof, an amount per share equal to the sum of the applicable Original Issue Price (as defined below) for such series of Preference Shares, plus declared but unpaid dividends on such shares. If, upon the occurrence of such event, the Proceeds to be distributed among the holders of the Preference Shares shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire Proceeds legally available for distribution shall be distributed ratably among the holders of the Preference Shares in proportion to the full preferential amount that each such holder is otherwise entitled to receive under this Article.

Upon completion of the distribution required by the foregoing provisions in this Article 7.2, all of the remaining Proceeds available for distribution to shareholders of the Company shall be distributed among the holders of Ordinary Shares pro rata based on the number of Ordinary Shares held by each. For purposes of these Articles “Original Issue Price” shall mean US$0.878441 per share for the Series Seed-1-A Preference Shares, US$1.267796 per share for the Series Seed-1-B Preference Shares, US$1.584745 per share for the Series Seed-1-C Preference Shares, US$3.0274 per share for the Series Seed-1-D Preference Shares, US$3.0274 per share for the Series A Preference Shares and the Series A BHCA Preference Shares, US$9.6832 per share for the Series B Preference Shares and the Series B BHCA Preference Shares, and $9.7756 per share for the Series B-1 Preference Shares and the Series B-1 BHCA Preference Shares (each as adjusted for any share splits, share dividends, combinations, recapitalisations or the like with respect to such series of Preference Shares).

Notwithstanding the above, for purposes of determining the amount each holder of Preference Shares is entitled to receive with respect to a Liquidation Event, each such holder of a series of Preference Shares shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s Preference Shares of such series into Ordinary Shares immediately prior to the Liquidation Event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such Preference Shares into Ordinary Shares. If any such holder shall be deemed to have converted Preference Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Preference Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares.

(i) For purposes of this Article, a “Liquidation Event” shall include (A) the closing of the sale, transfer, or other disposition of all or substantially all of the Company’s assets and/or the assets of its Subsidiaries, (B) the consummation of the merger or consolidation of the Company with or into another entity (except a merger or consolidation in which the members of the Company immediately prior to such merger or consolidation continue to hold at least fifty percent (50%) of the voting power of the shares of the Company or the surviving or acquiring entity in substantially the same proportions as held by such members immediately prior to such merger or consolidation), (C) the closing of the transfer (whether by merger, consolidation, exchange or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Company’s securities), of the Company’s shares if, after such closing, such person or group of affiliated persons would hold fifty percent (50%) or more of the outstanding voting shares of the Company (or the surviving or acquiring entity), (D) the exclusive, irrevocable licensing of all or substantially all of the Company’s and/or its Subsidiaries’ intellectual property, and (E) a liquidation, dissolution or winding up of the Company; provided, however, that a transaction shall not constitute a Liquidation Event if (I) its primary purpose is to change the jurisdiction of the Company’s incorporation, to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s shares immediately prior to such transaction, or (II) if such transaction is limited to one or more Subsidiaries that prior to such transaction do not collectively hold all or substantially all of the assets held by the Company and all of its Subsidiaries. The treatment of any particular transaction or series of related transactions as a Liquidation Event may be waived (i) with respect to the Series Seed-1 Preference Shares by the vote or written consent of the holders of at least 51% of the outstanding Series Seed-1 Preference Shares (voting together as a single class and on an as-converted basis), (ii) with respect to the Series A Preference Shares, by the vote or written consent of the holders of a majority of the outstanding Series A Preference Shares (voting as a separate class), (iii) with respect to the Series B Preference Shares, by the vote or written consent of the holders of a majority of the outstanding Series B Preference Shares (voting as a separate class) and (iv) with respect to the Series B-1 Preference Shares, by the vote or written consent of the holders of at least 55% of the outstanding Series B-1 Preference Shares (voting as a separate class).

In any Liquidation Event, if the Proceeds received by the Company or its shareholders are other than cash, the value ascribed to such Proceeds will be deemed its fair market value. Any securities shall be valued as follows:

Securities not subject to investment letter or other similar restrictions on free marketability covered by Article 7.2.4(ii)(B) below:

If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the twenty (20) trading-day period ending three (3) trading days prior to the closing of such Liquidation Event;

If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the twenty (20) trading-day period ending three (3) trading days prior to the closing of such Liquidation Event; and

If there is no active public market, the value shall be the fair market value thereof, as determined by the Directors in good faith, including the vote or consent of the Preference Directors.

The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a shareholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in Article 7.2.4(ii)(A)(1), (2), or (3) to reflect the approximate fair market value thereof, as determined by the Directors in good faith, including the vote or consent of the Preference Directors.

The foregoing methods for valuing non-cash consideration to be distributed in connection with a Liquidation Event shall, with the appropriate approval of the definitive agreements governing such Liquidation Event by the members under the Law, Article 7.6, Article 7.7, Article 7.8, Article 7.9 and Article 7.10, be superceded by any determination of such value set forth in the definitive agreements governing such Liquidation Event.

In the event the requirements of this Article 7.1.1 are not complied with, the Company shall forthwith either:

cause the closing of such Liquidation Event to be postponed until such time as the requirements of this Article have been complied with (including by delaying the registration of any transfer of shares to be effected in connection with such Liquidation Event); or

cancel such transaction, in which event the rights, preferences and privileges of the holders of the Preference Shares shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Article 7.2.4(iv) hereof.

The Company shall give each holder of Preference Shares written notice of such impending Liquidation Event not later than twenty (20) days prior to the shareholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Article, and the Company shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Company has given the first notice provided for herein or sooner than ten (10) days after the Company has given notice of any material changes provided for herein; provided, however, that such periods may be shortened or waived upon the written consent of the holders of the Preference Shares that represent a majority of the votes attributable to all then outstanding Preference Shares (voting together as a single class and on an as-converted basis).

Allocation of Contingent Consideration. In the event of a deemed Liquidation Event pursuant to Article 7.2.3, if any portion of the consideration payable to the members is payable only upon satisfaction of contingencies (the “Additional Consideration”), the definitive agreement with respect to such deemed Liquidation Event shall provide that (a) the portion of such consideration that is not Additional Consideration (the “Initial Consideration”) shall be allocated among the members in accordance with Article 7.2.1 and Article 7.2.2 as if the Initial Consideration were the only consideration payable in connection with such Liquidation Event; and (b) any Additional Consideration which becomes payable to the members upon satisfaction of such contingencies shall be allocated among the members in accordance with Article 7.2.1 and Article 7.2.2 after taking into account the pervious payment of the Initial Consideration as part of the same transaction. For the purposes of this Article 7.2.5, consideration placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar obligations in connection with such Liquidation Event shall be deemed to be Additional Consideration.

Redemption. Except in connection with the exercise of any right of redemption or tender pursuant to any agreement between the Company and any BHCA Shareholder (including, but not limited to, the redemption and conversion rights applicable to BHCA Shares set forth in Article 9 below) (the “BHCA Redemption Rights”), the Preference Shares are not redeemable at the option of the holder thereof.

Conversion. The holders of the Preference Shares shall have the conversion rights set out in the following paragraphs.

(A) If the Company shall issue, on or after the date of the adoption of these Articles (the “Adoption Date”), any Additional Shares (as defined below) without consideration or for a consideration per share that is less than the Conversion Price applicable to a series of Preference Shares in effect immediately prior to the issuance of such Additional Shares, the Conversion Price for such series in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of Ordinary Shares Outstanding (as defined below) immediately prior to such issuance plus the number of Ordinary Shares that the aggregate consideration received by the Company for such issuance would purchase at such Conversion Price; and the denominator of which shall be the number of Ordinary Shares Outstanding immediately prior to such issuance plus the number of such Additional Shares. For purposes of this Article, the term “Ordinary Shares Outstanding” shall mean and include the following: (1) outstanding Ordinary Shares, (2) Ordinary Shares issuable upon conversion of outstanding Preference Shares, (3) Ordinary Shares issuable upon exercise of outstanding share options, and (4) Ordinary Shares issuable upon exercise (and, in the case of warrants to purchase Preference Shares, conversion) of outstanding warrants or other convertible securities. Shares described in (1) through (4) above shall be included whether vested or unvested, whether contingent or non-contingent and whether exercisable or not yet exercisable.

No adjustment of the Conversion Price for the Preference Shares shall be made in an amount less than one-tenth of one cent per share. Except to the limited extent provided for in Articles 7.4.4(i)(E)(3) and (4), no adjustment of such Conversion Price pursuant to this Article shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

In the case of the issuance of Additional Shares for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.

In the case of the issuance of the Additional Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Directors irrespective of any accounting treatment.

In the case of the issuance of options to purchase or rights to subscribe for Ordinary Shares, securities by their terms convertible into or exchangeable for Ordinary Shares or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for purposes of determining the number of Additional Shares issued and the consideration paid therefor:

The aggregate maximum number of Ordinary Shares deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential anti-dilution adjustments) of such options to purchase or rights to subscribe for Ordinary Shares shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Articles 7.4.4(i)(C) and (D)), if any, received by the Company upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential anti-dilution adjustments) for the Ordinary Shares covered thereby.

The aggregate maximum number of Ordinary Shares deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential anti-dilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential anti-dilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Articles 7.4.4(i)(C) and (D)).

In the event of any change in the number of Ordinary Shares deliverable or in the consideration payable to the Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Conversion Price of any series of the Preference Shares, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Ordinary Shares or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price of any series of the Preference Shares, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of Ordinary Shares (and convertible or exchangeable securities that remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

The number of Additional Shares deemed issued and the consideration deemed paid therefor pursuant to Articles 7.4.4(i)(E)(1) and (2) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Articles 7.4.4(i)(E)(3) or (4).

“Additional Shares” shall mean any Ordinary Shares issued (or deemed to have been issued pursuant to Article 7.4.4(i)(E)) by the Company on or after the Adoption Date other than:

Ordinary Shares issued upon conversion of the Preference Shares;

Ordinary Shares issued or issuable to employees, directors, consultants and other service providers, in each case, of a Group Company for the primary purpose of soliciting or retaining their services pursuant to plans or agreements approved by the Board of Directors;

Ordinary Shares issued (but not deemed issued) pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the Adoption Date;

Ordinary Shares issued or issuable in connection with a bona fide business acquisition by a Group Company approved by the Directors, whether by merger, consolidation, sale of assets, sale or exchange of shares or otherwise, and approved by the Board of Directors, including at least one Preference Director;

Ordinary Shares issued or issuable pursuant to equipment lease financings or bank credit arrangements entered into for primarily non-equity financing purposes and approved by the Board of Directors, including at least one Preference Director;

Ordinary Shares issued or deemed issued pursuant to a transaction described in Article 7.4.4(i)(E) or the Ordinary Shares issued upon conversion of the Preference Shares as a result of a decrease in the Conversion Price of any series of Preference Shares resulting from the operation of Article 7.4.4;

Ordinary Shares issued or issuable in the Qualified Public Offering;

Ordinary Shares issued to persons or entities with which a Group Company has business relationships, including suppliers or third parties, provided such issuances are approved by the Board of Directors, including at least one Preference Director, and are primarily for non-equity financing purposes; or

Ordinary Shares issued in connection with collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the unanimous vote of the Directors and are primarily for non-equity financing purposes.

In the event the Company should at any time or from time to time after the Adoption Date fix a record date for the effectuation of a split or subdivision of the outstanding Ordinary Shares or the determination of holders of Ordinary Shares entitled to receive a dividend or other distribution payable in additional Ordinary Shares or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional Ordinary Shares (hereinafter referred to as “Ordinary Shares Equivalents”) without payment of any consideration by such holder for the additional Ordinary Shares or the Ordinary Shares Equivalents (including the additional Ordinary Shares issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of the Preference Shares shall be appropriately decreased so that the number of Ordinary Shares issuable on conversion of each share of such series shall be increased in proportion to such increase of the aggregate of Ordinary Shares outstanding and those issuable with respect to such Ordinary Shares Equivalents.

If the number of Ordinary Shares outstanding at any time after the Adoption Date is decreased by a consolidation or other combination of the outstanding Ordinary Shares, then, following the record date of such combination, the Conversion Price for the Preference Shares shall be appropriately increased so that the number of Ordinary Shares issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.

No Fractional Shares and Certificate as to Adjustments.

No fractional shares shall be issued upon the conversion of any Preference Shares, and the aggregate number of Ordinary Shares to be issued to particular shareholders shall be rounded down to the nearest whole share and the Company shall pay in cash the fair market value of any fractional shares as of the time when entitlement to receive such fractions is determined. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of Preference Shares the holder is at the time converting into Ordinary Shares and the number of Ordinary Shares issuable upon such conversion.

Upon the occurrence of each adjustment or readjustment of the Conversion Price of the Preference Shares pursuant to this Article 7.4, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Preference Shares a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any holder of Preference Shares, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price for such series of Preference Shares at the time in effect, and (C) the number of Ordinary Shares and the amount, if any, of other property that at the time would be received upon the conversion of a Preference Share.

Voting Rights

Voting for the Appointment of Directors

Preference Shares and Founder Protective Provisions. So long as any Preference Shares remain outstanding, the Company shall not (and shall not permit any Subsidiary to), directly or indirectly, do any of the following, whether by amendment, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent) of (i) the holders of Preference Shares representing a majority of the then outstanding Preference Shares (voting together as a single class and on an as-converted basis) and (ii) the holders of a majority of the then outstanding Ordinary Shares held by the Founders (and any failure to obtain such consent shall be deemed to be a variation of the class rights attaching to the Preference Shares):

Series Seed-1 Preference Shares Protective Provisions. So long as at least 2,000,000 Series Seed-1 Preference Shares (as adjusted for any share splits, share dividends, combinations, recapitalizations or the like) remain outstanding, the Company shall not (and shall not permit any Subsidiary to), directly or indirectly, do any of the following, whether by amendment, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent) of (i) the holders of Series Seed-1 Preference Shares representing at least 51% of the then outstanding Series Seed-1 Preference Shares (voting together as a single class and on an as-converted basis) and (ii) the holders of a majority of the then outstanding Ordinary Shares held by the Founders (and any failure to obtain such consent shall be deemed to be a variation of the class rights attaching to the Series Seed-1 Preference Shares):

Series A Preference Shares Protective Provisions. So long as at least 1,000,000 Series A Preference Shares (as adjusted for any share splits, share dividends, combinations, recapitalizations or the like) remain outstanding, the Company shall not (and shall not permit any Subsidiary to), directly or indirectly, do any of the following, whether by amendment, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent) of (i) the holders of Series A Preference Shares representing a majority of the then outstanding Series A Preference Shares and (ii) the holders of a majority of the then outstanding Ordinary Shares held by the Founders (and any failure to obtain such consent shall be deemed to be a variation of the class rights attaching to the Series A Preference Shares):

Series B Preference Shares Protective Provisions. So long as at least 1,300,000 Series B Preference Shares (as adjusted for any share splits, share dividends, combinations, recapitalizations or the like) remain outstanding, the Company shall not (and shall not permit any Subsidiary to), directly or indirectly, do any of the following, whether by amendment, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent) of the holders of Series B Preference Shares representing a majority of the then outstanding Series B Preference Shares (voting together as a single class, on an as-converted basis and including Point72 so long as Point72 holds at least 154,907 Series B Preference Shares (as adjusted for any share splits, share dividends, combinations, recapitalizations or the like))):

Series B-1 Preference Shares Protective Provisions. So long as at least 30% of the Series B-1 Preference Shares originally issued (as adjusted for any share splits, share dividends, combinations, recapitalizations or the like) remain outstanding, the Company shall not (and shall not permit any Subsidiary to), directly or indirectly, do any of the following, whether by amendment, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent) of the holders of Series B-1 Preference Shares representing at least 55% of the then outstanding Series B-1 Preference Shares (voting as a separate class):

QED Protective Provision. So long as QED holds any shares of the Company’s share capital, the Company shall not (and shall not permit any other Group Company to), directly or indirectly, whether by amendment, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent) of QED (any failure to obtain such consent shall be deemed to be a variation of the class rights attaching to the Preference Shares) redeem, purchase or otherwise acquire any shares if such redemption, purchase or acquisition would result in QED owning more than 24.9% of any class of Shares.

Ordinary Shares

Dividend Rights. Subject to the rights of holders of all classes of shares at the time outstanding having prior rights as to dividends, the holders of the Ordinary Shares shall be entitled to receive, when, as and if declared by the Directors, out of any assets of the Company legally available therefor, such dividends as may be declared from time to time by the Directors.

Redemption. The Ordinary Shares are not redeemable at the option of the holder.

Voting Rights. The holder of Ordinary Shares shall have the right to one vote for each such share, and shall be entitled to notice of any shareholders’ meeting and, subject to the term of these Articles, to vote thereat.

BHCA Shares

Except as otherwise set forth in this Article 9 and subject to Article 10, the BHCA Shares shall not entitle the holder thereof to vote or consent with respect to any matter (and regardless of the class or classes of shares that are voting on or consenting to such matter) pursuant to these Articles unless permitted by Regulation Y and, in respect of any such matter where such vote or consent is not permitted by Regulation Y, the holders of the BHCA Shares shall not be entitled to notice of, or to attend or vote at, the general meeting of the Company at which such matter is being voted on or otherwise be required or permitted to sign any written resolutions or consents with respect to such matter.

Notwithstanding the foregoing, BHCA Shares shall be compulsorily redeemed by the Company and, simultaneously, the proceeds of such redemption shall be applied to subscribe for a corresponding number and Class of Voting Securities (e.g. Series A Preference Shares or Series B Preference Shares, as applicable) upon a transfer of such BHCA Shares to: (a) the Company, (b) a transferee in a widespread public distribution of voting securities of the Company, (c) an underwriter for the purpose of conducting a widespread public distribution of the voting securities of the Company, (d) a transferee in a transfer or series of related transfers in which no transferee (or group of associated transferees) would receive 2% or more of any Class of Voting Securities of the Company, or (e) a transferee if such transferee would control more than 50% of the voting securities of the Company notwithstanding any transfer of any BHCA Shares.

Notwithstanding anything in these Articles to the contrary, in the event of any Liquidation Event, or upon declaration by the Company of any dividend or other distribution, no BHCA Shareholder shall be required to accept as consideration or otherwise in respect thereof (a) shares of a “bank”, “bank holding company”, “financial holding company” or “covered fund” (each as defined in the BHCA) or (b) non-marketable securities where the ownership or possession of such securities, directly or indirectly, by a BHCA Shareholder would (1) be impermissible under the BHCA or any rule, regulation or guidance promulgated thereunder or (2) trigger a material regulatory restriction as determined in good faith by such BHCA Shareholder based upon the advice of counsel or (c) marketable securities (1) where the issuer thereof is not then subject to the reporting requirements of section 13 or section 15(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (as amended, the “Exchange Act”), (2) where the issuer thereof is not then current in its filing of all required reports or other information under the Securities Act of 1933 and the rules and regulations promulgated thereunder (as amended, the “Securities Act”) or and the Exchange Act, (3) that do not consist of a class of common equity that is then traded on a national securities exchange, (4) included on any restricted trading list or other similar list maintained by such BHCA Shareholder or any of its Affiliates or (5) where, after giving effect to such Liquidation Event or other dividend or distribution, such BHCA Shareholder, together with its Affiliates, would own more than 4.99% of the issued and outstanding amount of the class of such marketable securities. To the extent necessary, consideration that would otherwise result in the allocation of securities referenced in any of (a), (b) or (c) above shall instead be paid to the BHCA Shareholder in the form of cash based on the then current fair market value of the securities, as determined by the Directors in good faith, that such BHCA Shareholder would otherwise receive.

The Company shall not, directly or indirectly, repurchase, redeem, retire or otherwise acquire, and no BHCA Shareholder shall (and each BHCA Shareholder shall cause its affiliates not to) acquire, any of the Company’s shares, or take any other action, if, as a result, a BHCA Shareholder would own or control, or be deemed to own or control, collectively, greater than (x) 4.99% of a Class of Voting Securities or (y) 24.99% of the total equity of the Company; provided, however, that the foregoing restriction shall not apply to (a) any repurchases or redemptions to the extent a BHCA Shareholder is permitted to participate on a pro rata basis such that, after such repurchase or redemption, the BHCA Shareholder’s ownership of the Company’s shares would not exceed both 4.99% of a Class of Voting Securities and 24.99% of the total equity of the Company or (b) repurchases, redemptions, retirements or other acquisitions pursuant to a BHCA Redemption Right.

Variation of Rights of Shares

Subject to the provisions of the Law and Articles 7 and 8, if at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of at least a majority of the shares in issue of that class or with the sanction of a resolution passed at a meeting of the holders of such class of shares by the holder or holders of at least majority of such shares present in person or by proxy at such meeting, provided however, that this Article is without prejudice to the rights of holders of a class of shares to agree to a variation or waiver of class rights as set out in these Articles. To the extent not inconsistent with this Article, the provisions of these Articles relating to general meetings shall apply to every such meeting of the holders of one class of shares except that the necessary quorum shall be one person holding or representing by proxy at least a majority of the shares in issue of the class and that any holder of shares of the class present in person or by proxy may demand a poll.

The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of the issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or senior thereto.

For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.

Commission on Sale of Shares

Non-Recognition of Trusts

Certificates for Shares

A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. A certificate may be issued under Seal or executed in such other manner as the Directors may prescribe. In respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.

Certificates representing shares shall be in such form as shall be determined by the Directors. Such certificates shall be signed by such person or persons as are authorised from time to time by the Directors or by the Articles. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered in the Register. All certificates surrendered to the Company for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled. Notwithstanding the foregoing, if a share certificate is defaced, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and the payment of out of pocket expenses of the Company incurred in investigating evidence as the Directors think fit.

Joint Ownership of Shares

Lien

The Company shall have a first and paramount lien and charge on every share for all monies, whether presently payable or not, called or payable at a fixed time in respect of that share, and the Company shall also have a first and paramount lien and charge on all shares standing registered in the name of a member (whether solely or jointly with others) for all monies, liabilities or engagements presently owing by him or his estate to the Company either alone or jointly with any other person, whether a member or not; but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien and charge, if any, on a share shall extend to all dividends or other monies payable in respect thereof. The registration of a transfer of any such share shall operate as a waiver of the Company’s lien and charge (if any) thereon.

The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien and charge, but no sale shall be made unless a sum in respect of which the lien and charge exists is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien and charge exists as is presently payable, has been given to the registered holder or holders for the time being of the share, or the person, of which the Company has notice, entitled thereto by reason of his death or bankruptcy.

To give effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien and charge exists as is presently payable, and the residue, if any, shall (subject to a like lien and charge for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares prior to the sale.

Calls on Shares

The Directors may from time to time make calls upon the members in respect of any monies unpaid on their shares for the Issue Price (whether on account of the nominal value of the shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed times. Each member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. The Company shall not issue any unpaid shares in the capital of the Company, unless approved with the unanimous consent of the members.

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be required to be paid by instalments. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate fixed by the terms of allotment or issue of the share or in the notice of the call or as the Directors may otherwise determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.

Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date (whether on account of the nominal value of the share or by way of premium or otherwise) shall for the purposes of the Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions of the Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls or interest to be paid and the times of payment.

The Directors may, if they think fit, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him, and upon all or any of the monies so advanced may (until the same would, but for such advance, become payable) pay interest at such rate as may be agreed upon between the Directors and the member paying such sum in advance.

No such sum paid in advance of calls shall entitle the member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would but for such payment become presently payable.

Transfer of Shares

Every instrument of transfer shall be left at the registered office for registration, accompanied by the certificate (if any) covering the shares to be transferred and such other evidence as the Directors may require to prove the title of the transferor to, or his right to transfer, the shares.

The instrument of transfer of any share (which need not be under Seal) shall be signed by or on behalf of the transferor and, unless the share is fully paid up or the transferee otherwise consents or agrees thereto, by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof.

Subject to such of the restrictions of the Articles as may be applicable, any member may transfer all or any of his shares by instrument in writing in any usual or common form or any other form which the Directors may approve. Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled and shall forthwith be cancelled accordingly and a new certificate shall be issued without charge to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him without charge. The Company shall also retain the transfer.

Subject to these Articles and any contractual restrictions, shares of the Company are freely transferable save that the Directors may decline to register a transfer of shares if, in the opinion of the Directors:

If the Directors refuse to register a transfer they shall within fifteen days after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal.

The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty days in any year.

Transmission of Shares

In case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest in the shares but nothing herein contained shall release the estate of a deceased holder from any liability in respect of any share which had been held by him solely or jointly with other persons.

Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time be properly required by the Directors to show his title to the share, elect either to be registered himself as holder of the share or to make such transfer of the share to such other person nominated by him as the aforesaid member could have made and to have such person registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy, as the case may be.

A person becoming entitled to a share by reason of the death or bankruptcy of a member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company; provided always that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within fourteen days the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

Forfeiture of Shares

If a member fails to pay any call or instalment of a call for any part of the Issue Price on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalments together with any interest which may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

The aforesaid notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited, by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared or other monies due in respect of the forfeited shares and not actually paid before forfeiture.

A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, notwithstanding, remain liable to pay to the Company all monies (including any unpaid component of the Issue Price and interest which shall continue to accrue) which, at the date of forfeiture, were payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company shall have received payment in full of all such monies in respect of the shares. The Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal. When any share shall have been forfeited, notice of the Directors’ resolution to that effect shall be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register. Where for the purposes of its disposal a forfeited share is to be transferred to any person the Directors may authorize any person to execute an instrument of transfer of the share to that person.

A declaration in writing that the declarant is a Director or Secretary of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

Amendment of Memorandum of Association and Alteration of Capital

Subject to and insofar as permitted by provisions of the Law and these Articles, including, without limitation, Article 7.6, Article 7.7, Article 7.8, Article 7.9 and Article 7.10, the Company may from time to time by Ordinary Resolution (or where an Ordinary Resolution is disallowed by the Law and a Special Resolution is required, by Special Resolution) alter or amend its memorandum of association otherwise than with respect to its name and objects and may hereby, without restricting the generality of the foregoing:

All new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.

Subject to the provisions of the Law, the Company may by Special Resolution change its name or alter its objects.

General Meetings

The Directors may, whenever they think fit, convene an extraordinary general meeting. If at any time there are not sufficient Directors capable of acting to form a quorum, any Director or any one or more members may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

The Directors shall, upon the requisition in writing of one or more members holding in the aggregate not less than one-quarter of the voting power of the Company as at the date of the requisition carries the right of voting at general meetings, convene an extraordinary general meeting. Any such requisition shall express the object of the meeting proposed to be called, and shall be left at or posted to the registered office and may consist of several documents in like form each signed by one or more requisitionists.

If the Directors do not proceed to convene a general meeting within twenty-one days from the date of such requisition being left as aforesaid, the requisitionist(s) or any one or more of them or any other member or members holding in the aggregate not less than one-quarter of such paid-up capital (as to Issue Price) of the Company as at the date of the requisition carries the right of voting at general meetings, may convene an extraordinary general meeting to be held at the registered office or at some convenient place at such time, subject to the Articles as to notice, as the person(s) convening the meeting fix. The requisitionists shall be reimbursed by the Company for all reasonable expenses incurred by them as a result of the failure by the Directors to convene the general meeting.

Subject to the provisions of the Law relating to Special Resolutions, three days’ notice at the least specifying the place, the day and the hour of the meeting and, in case of special business, the general nature of that business shall be given in manner hereinafter provided, or in such other manner (if any) as may be prescribed by the Company in general meeting, to such persons as are, under the Articles, entitled to receive such notices from the Company; but with the consent of members entitled to receive notice of some particular meeting or their proxies holding at least in the aggregate not less than ninety percent (90%) of the paid-up share capital of the Company (as to Issue Price) giving the right to attend and vote at general meetings of the Company, that meeting may be convened by such shorter notice and in such manner as those members or their proxies may think fit.

The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by, any member entitled to receive notice shall not invalidate the proceedings at any meeting.

All business that is transacted at an extraordinary general meeting and all that is transacted at any annual general meeting, with the exception of the sanctioning of a dividend and the consideration of the accounts, balance sheet, the annual report of the Directors and the Auditors’ report shall be deemed to be special.

When all members entitled to be present and vote sign either personally or by proxy the minutes of a general meeting, the same shall be deemed to have been duly held notwithstanding that the members have not actually come together or that there may have been technical defects in the proceedings and a resolution in writing (in one or more counterparts) signed by all members personally or by proxy as aforesaid (a person being a proxy for one or more members being entitled to sign such resolution on behalf of each such member) shall be as valid and effectual as if it had been passed at a meeting of the members duly called and constituted.

Proceedings at General Meetings

No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Members present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative, holding not less than a majority of the issued and outstanding Ordinary Shares (with Preference Shares counted as Ordinary Shares for the purposes hereof on an as converted basis) shall be a quorum.

If, within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of member(s), shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Directors may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.

The chairman, if any, of the board of Directors shall preside as Chairman at every general meeting of the Company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.

If at any meeting no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.

The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded

Unless a poll be so demanded a declaration by the chairman that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or portion of the votes recorded in favour of or against such resolution. A demand for a poll may be withdrawn.

A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and in such manner as the chairman of the meeting directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. Any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

If for so long as the Company has only one member:

Votes of Members

Subject to any rights or restrictions for the time being attached to any class or classes of shares, including Article 7.5, on a show of hands every member present in person or by proxy at a general meeting shall have one vote and on a poll every member present in person or by proxy shall have one vote for each share registered in his name on the Register.

In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the Register.

A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may, on a poll, vote by proxy.

No person shall be entitled to vote at any general meeting unless he is registered as a member in the Register on the date of such meeting and unless all calls or other sums presently payable by him in respect of shares of the Company have been paid.

No objection shall be raised to the qualifications of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

On a poll or on a show of hands votes may be given either personally or by proxy. On a poll, a member entitled to more than one vote need not, if he votes, use all his votes or cast all votes he uses the same way.

Proxies

The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member of the Company. Deposit or delivery of a form of appointment of a proxy does not preclude a member from attending and voting at the meeting or at any adjournment of it.

The instrument appointing a proxy shall be deposited at the registered office or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting, or adjourned meeting, provided that the chairman of the meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. The Directors may require the production of any evidence which they consider necessary to determine the validity of any appointment pursuant to this Article.

The instrument appointing a proxy may be in any form acceptable to the Directors and may be expressed to be for a particular meeting and/or any adjournment thereof or generally until revoked.

The instrument appointing a proxy shall be deemed to confer authority to demand and to join in demanding a poll.

A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the registered office before the commencement of the meeting or adjourned meeting at which the proxy is used.

Business Entities Acting by Representatives at Meetings

Directors

There shall be a board of Directors (“Board of Directors”) consisting of five (5) persons provided however that the Company may from time to time by Ordinary Resolution increase or reduce the limits in the number of Directors, subject to Article 7.6, Article 7.7, Article 7.8, Article 7.9 and Article 7.10. There is no age limit for Directors.

The first Directors shall be determined in writing by the subscriber to the Memorandum.

The remuneration to be paid to the Directors shall be such remuneration as the Directors shall determine. Such remuneration shall be deemed to accrue from day to day. The Directors may also be paid travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or in connection with the business of the Company or the discharge of their duties as a Director, or receive a fixed allowance in respect thereof as may be determined by the Directors from time to time or a combination of partly of one such method and partly the other. The Directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any existing Director or any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

A Director is not required to hold Shares.

A Director or alternate Director may be or become a Director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a Director or officer of, or from his interest in, such other company unless the Company otherwise directs in general meeting.

The Directors may by resolution award special remuneration to any Director undertaking any special work or services which in the opinion of the Directors are beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or attorney-at-law to the Company, or otherwise serves it in a professional capacity, shall be in addition to his remuneration as a Director.

A Director or alternate Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director; provided that nothing herein obtained shall authorise a Director or alternate Director or his firm to act as Auditor of the Company.

Alternate Directors and Proxy Directors

A Director may by writing appoint any person to be an alternate Director in his place. Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors. The person so appointed shall be entitled to attend, speak and vote at meetings of the Directors, and at all meetings of committees of Directors that his appointor is a member of, when the Director appointing him is not personally present and to sign any written resolution of the Directors and shall automatically vacate his office on the expiration of the term for or the happening of the event until which he is by the terms of his appointment to hold office or if the appointor in writing revokes the appointment or himself ceases for any reason to hold office as a Director. An appointment of an alternate Director under this Article shall not prejudice the right of the appointor to attend and vote at meetings of the Directors and the powers of the alternate Director shall automatically be suspended during such time as the Director appointing him is himself present in person at a meeting of the Directors. An alternate Director shall be deemed to be appointed by the Company and not deemed to be the agent of the Director appointing him and shall alone be responsible for his own acts and defaults.

A Director may be represented at any meetings of the Directors by a proxy appointed by him in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director.

The provisions of these Articles applicable to alternate Directors shall mutatis mutandis apply to the appointment of proxies by Directors, save that any person appointed as a proxy pursuant to Article 27.2 above shall be the agent of the Director, and not an officer of the Company.

Powers and Duties of Directors

The business of the Company shall be managed by the Directors (or a sole Director if only one is appointed) who may exercise all the powers of the Company save where inconsistent with the Law or these Articles PROVIDED HOWEVER that no regulations made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made. The powers given by this Article shall not be limited by any special power given to the Directors by the Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

Without limitation, the Directors may exercise all the powers of the Company to borrow or raise monies, and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock, and other securities whether outright or as security for any debt liability or obligation of the Company or of any third party.

All cheques, promissory notes, drafts, bills of exchange or other negotiable instruments, and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time determine by resolution.

The Directors shall cause minutes to be made in books provided for the purpose:

The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependents and make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

Director or Officer Contracting with Company

No Director or officer shall be disqualified by his office from contracting and/or dealing with the Company as vendor, purchaser or otherwise; nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director or officer shall be in any way interested be or be liable to be avoided; nor shall any Director or officer so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director or officer holding that office or the fiduciary relationship thereby established; provided that the nature of his interest must be disclosed by him at the meeting of the Directors at which the contract or arrangement is considered if his interest then exists, or in any other case, at the first meeting of the Directors after the acquisition of his interest. A Director, having disclosed his interest as aforesaid, shall be counted in the quorum and shall be entitled to vote as a Director in respect of any contract or arrangement in which he is so interested as aforesaid.

A general notice that a Director is a member of a specified firm or company and is to be regarded as interested in all transactions with that firm or company shall be a sufficient disclosure under the immediately preceding Article as regards such Director and the said transactions and after such general notice it shall not be necessary for such Director to give a special notice relating to any particular transaction with that firm or company. An interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine.

Appointment and Removal of Directors

Directors shall be appointed and removed in accordance with Article 7.5.2.

The office of Director shall be vacated if the Director:

Proceedings of Directors

The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. A Director may, and any other officer of the Company on the requisition of a Director shall, at any time summon a meeting of the Directors. Every director shall receive notice of a board meeting which notice shall set forth the general nature of the business to be considered. Notice of a board meeting is deemed to be duly given to a Director if it is given to him personally or by word of mouth or by electronic communication to an address given by him to the Company for that purpose or sent in writing to him at his last known address or other address given by him to the Company for that purpose at least two (2) days in advance of such meeting. A Director or his alternate may waive the requirement that notice be given to the director of a meeting of the board of directors or committee of the directors, either prospectively or retrospectively.

The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be a simple majority of Directors then in office if there are three (3) or more Directors and shall be unanimous attendance if there are only two (2) or less Directors, a Director and his appointed alternate Director being considered only one person for this purpose. One person may represent more than one director by alternate and for the purposes of determining whether or not a quorum is present and voting each appointment of an alternate shall be counted.

The continuing Directors or sole continuing Director may act notwithstanding any vacancy in their body but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

The Directors may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting. The chairman shall not have a casting vote.

A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present the members present may choose one of their number to be chairman of the Meeting.

A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present.

All acts done by any meeting of the Directors or of a committee of the Directors (including any person acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.

A resolution in writing (in one or more counterparts), signed by all the Directors for the time being or all the members of a committee of Directors (a person being an alternate Director for one or more Directors being entitled to sign such resolution on behalf of each appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors or committee as the case may be duly convened and held.

Any Director or Directors or any committee thereof may participate in any meeting of the board of Directors or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. All business transacted in this way by the Directors or a committee of Directors is for the purpose of the Articles deemed to be validly and effectively transacted at a meeting of the Directors or of a committee of Directors although fewer than two Directors or alternate Directors are physically present at the same place.

If and for so long as there is a sole Director of the Company:

Managing Director

The Directors may from time to time appoint one or more of their body to the office of managing director for such period and on such terms as they think fit and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. A Director so appointed shall be subject to the same provisions as regards removal and disqualification as the other Directors and his appointment shall be automatically determined if he ceases for any cause to be a Director.

A managing director shall receive such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as the Directors may determine.

The Directors may entrust to and confer upon a managing director any powers, authorities and discretions exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers and may from time to time revoke, alter, withdraw or vary all or any of such powers.

Presumption of Assent

Management

The Directors may from time to time provide for the management of the affairs of the Company in such manner as they think fit and the provisions contained in the three next following Articles shall be without prejudice to the general powers conferred by this Article.

The Directors from time to time and at any time may establish any committees, boards or agencies, may appoint any persons to be members of such committees or boards, may appoint any managers or agents, and may fix their remuneration. Any committee so formed shall in the exercise of powers so delegated conform to any regulations that may be imposed on it by the Directors.

The Directors from time to time and at any time may delegate to any such committee, board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such board, or any of them, to fill up any vacancy therein, and to act notwithstanding vacancies, and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit, and the Directors may at any time remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby. Where a provision of the Articles refers to the exercise of a power, authority or discretion by the Directors and that power, authority or discretion has been delegated by the Directors to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.

The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in them.

Officers

Officers of the Company shall be appointed by the Directors and may consist of a president, one or more vice presidents, a Secretary, one or more assistant secretaries, a treasurer, one or more assistant treasurers and such other officers as the Directors may from time to time think necessary and all such officers shall perform such duties as may be prescribed by the Directors. They shall hold office until their successors are elected or appointed but any officer may be removed at any time by the Directors. If any office becomes vacant the Directors may fill the same. Any person may hold more than one of these offices and no officer need be a member or Director.

The Seal

The Company may, if the Directors so determine, have a Seal. The Directors shall provide for the safe custody of the Seal which shall only be used with the authority of the Directors or a committee of the Directors authorised in that regard. Every instrument to which the Seal shall be affixed shall be signed by a Director or other person authorised by the Directors for that purpose. Notwithstanding the provisions hereof, a Director, Secretary or other officer may affix the Seal to returns, lists, notices, certificates or any other documents required to be authenticated by him under Seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere under his signature alone.

The Company may exercise the powers conferred by the Law with regard to having a duplicate seal for use abroad and such powers shall be vested in the Directors.

Dividends and Reserve

Subject to the Law and these Articles, the Directors may from time to time declare dividends (including interim dividends) and distributions on issued shares of the Company and authorise payment of the same out of funds of the Company lawfully available therefor.

No dividend or distribution shall be paid except out of the profits of the Company, realised or unrealised, or out of the share premium account or as otherwise permitted by the Law.

The Directors may, before declaring any dividends or distributions, set aside such sums as they think proper as a reserve or reserves which shall at the discretion of the Directors be applicable for any purpose of the Company and pending such application may, at the like discretion, be employed in the business of the Company.

Subject to the rights of persons, if any, entitled to shares with special rights as to dividends or distributions, if dividends or distributions are to be declared on a class of shares they shall be declared and paid according to the amounts paid or credited as paid on the shares of such class issued on the record date for such dividend or distribution but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share. If at any time the share capital is divided into different classes of shares the Directors may pay dividends on shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears that there are sufficient funds of the Company lawfully available for distribution to justify the payment. Provided the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of a dividend on any shares having deferred or non-preferred rights.

The Directors may deduct from any dividend or distribution payable to any member all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

The Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of paid-up shares (as to issue price), debentures or debenture stock of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all members and may vest any such specific assets in trustees as may seem expedient to the Directors.

Any dividend, distribution, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder, or, in the case of joint holders, to the holder who is first named on the Register or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, distributions, bonuses or other monies payable in respect of the shares held by them as joint holders.

No dividend or distribution shall bear interest against the Company, save as otherwise provided.

Except as otherwise provided by the rights attached to any shares, dividends and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.

Any dividend or distribution which cannot be paid to a member and/or which remains unclaimed after six months from the date on which such dividend or distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the dividend or distribution shall remain as a debt due to the Member. Any dividend or distribution which remains unclaimed after a period of six years from the date on which such dividend or distribution becomes payable shall be forfeited and shall revert to the Company.

Accounts

The Directors shall cause proper books of account to be kept with respect to:

Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

The books of account shall be kept at such place or places as the Directors think fit, and shall always be open to the inspection of the Directors. The books of accounts shall be retained for five (5) years from the date of their preparation, or such other period as specified by the Law.

The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members not being Directors and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Law or authorised by the Directors or by the Company in general meeting.

The Directors shall from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by Law.

Audit

The Directors may appoint an Auditor or Auditors on such terms as the Directors determine who shall hold office until otherwise resolved.

Every Auditor shall have the right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.

Auditors shall at any time during their term of office, upon request of the Directors or any general meeting of the members, make a report on the accounts of the Company in general meeting during their tenure of office.

Fiscal Year

Capitalisation of Profit and Share Premium

The Directors or the Company in general meeting, by Ordinary Resolution upon the recommendation of the Directors, may resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts (including, without limitation, the share premium account and capital redemption reserve fund) or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free from distribution amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied in or towards paying up any amounts for the time being unpaid on any shares held by such members respectively or paying up in full unissued shares or debentures of the Company to be allotted and distributed credited as fully paid-up (as to Issue Price) to and amongst such members in the proportions aforesaid, or partly in the one way and partly in the other, and the Directors shall give effect to such resolution. Provided that a share premium account and a capital redemption reserve fund may, for the purpose of this Article, only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid bonus shares.

Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the class of shares or debentures becoming distributable in fractions, and also to authorise any person to

The Directors shall in accordance with the Law establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share and may treat any contributed capital or capital surplus as if it were credited to such account. There shall be debited to any share premium account:

Notices

A notice may be given by the Company to any member either personally or by sending it by courier, post, cable, telex, telefax or e-mail to him or to his registered address, or (if he has no registered address) to the address, if any, within or without the Cayman Islands supplied by him to the Company for the giving of notice to him.

Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of the fifth day (not including Saturdays or Sundays or public holidays) after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post. Any letter sent to an address outside the Cayman Islands shall be sent by courier or airmail.

Where a notice is sent by cable, telex, telefax or e-mail, service of the notice shall be deemed to be effected by properly addressing and sending such notice and to have been effected on the day received or, if such day is not a working day, on the next working day.

A notice may be given by the Company to the person or persons where the Company has been advised are entitled to a share in consequence of the death or bankruptcy of a member by sending it through the post in prepaid letter addressed to them by name, or by the title of representatives of the deceased or trustee of the bankrupt, or by any like description, at the address, if any, within or without the Cayman Islands supplied for that purpose by the persons claiming to be so entitled, or (until such an address has been supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

A notice shall be sufficiently given by the Company to the joint holders of record of a share by giving the notice to the joint holder first named on the Register in respect of the share.

Subject to any rights or restrictions for the time being attached to any class or classes of shares, notice of every general meeting shall be given in any manner hereinbefore authorised to:

No other person shall be entitled to receive notices of general meetings.

A member who is present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall be deemed to have received notice of the meeting, and, where requisite, of the purpose for which it was called.

Every person who becomes entitled to any share shall be bound by any notice in respect of that share which, before his name is entered in the Register, has been given to the person from whom he derives his title.

Subject to the rights attached to shares, the Directors may fix any date as the record date for a dividend, allotment or issue. The record date may be on or at any time before or after a date on which the dividend, allotment or issue is declared, made or paid.

Winding Up

Upon the winding up of the Company the assets available for distribution to members shall be applied as if a Liquidation Event had occurred immediately prior to the commencement of the winding up.

If the Company is, or is likely to become, unable to pay its debts, the Directors shall have power to present a winding up petition in the name of the Company and/or to apply for the appointment of provisional liquidators in respect of the Company.

If the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution of the Company and any other sanction required by law, divide amongst the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the members as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

If the Company shall be wound up and the assets available for distribution amongst the members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution amongst the members shall be more than sufficient to repay the whole of the capital at the commencement of the winding up, the excess shall be distributed amongst the members in proportion to the capital at the commencement of the winding up paid up on the shares held by them respectively. But this Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

Indemnity

Every Director, Secretary, or other officer of the Company (including alternate directors, proxy directors and former directors and officers), any trustee for the time being acting in relation to the Company (including any nominee shareholder holding shares in the Company) and their heirs and personal representatives (each an “Indemnified Person”) shall be entitled to be indemnified out of the assets of the Company against all actions, proceedings, costs, damages, expenses, claims, losses or liabilities which they or any of them may sustain or incur by reason of any act done or omitted in or about the execution of the duties of their respective offices or trusts or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted except to the extent that any of the foregoing arise through his dishonesty.

No Indemnified Person shall be liable (a) for any loss, damage or misfortune whatsoever which may happen to or be incurred by the Company in the execution of the duties, powers, authorities or discretions of his office or in relation thereto, (b) for the acts, receipts, neglects, defaults or omissions of any other such Director or person or (c) by reason of his having joined in any receipt for money not received by him personally or (d) for any loss on account of defect of title to any property of the Company or (e) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (f) for any loss incurred through any bank, broker or other agent or (g) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on his part or (h) for any other loss or damage due to any such cause as aforesaid except to the extent that any of the foregoing arise through his dishonesty.

The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.

The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

Registration by Way of Continuation

The Company, if registered as an exempted company under the Law, may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands which permits or does not prohibit the transfer of the Company to such jurisdiction.

In furtherance of a resolution passed pursuant to the immediately preceding Article, the Directors shall cause an application to be made to the Registrar of Companies to de-register the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

Disclosure

Merger and Consolidation

Excluded Opportunities

United States Tax Provisions

The Company has elected to be treated as a partnership for United States federal tax purposes under Treasury Regulations Section 301.7701. The following provisions of this Article 49 shall apply solely for United States federal tax purposes, including the maintenance of capital accounts and allocation of the Company’s income and loss for such purposes.

An individual capital account (“Capital Account”) will be established and maintained for each member. The Capital Account of each member consists of (i) the amount of cash that a Member has contributed to the Company (“Capital Contribution”), plus (ii) the agreed fair market value of any tangible and intangible property that member has contributed to the Company, net of any liabilities assumed by the Company or to which that property is subject, plus (iii) the amount of profits or income (including tax-exempt income and any other item required to be credited for proper maintenance of Capital Accounts by the final Treasury Regulations under Code Section 704(b)) allocated to that Member, less (iv) the amount of losses and deductions allocated to that Member, less (v) the amount of all cash distributed, to that Member, less (vi) the fair market value of any property distributed to that Member, net of any liability assumed by that Member or to which that property is subject, and less (vii) that member’s share of any other expenditures which are not deductible by the Company for United States federal income tax purposes and which are not allowable as additions to the basis of Company property; all however, subject to such other adjustments as may be required for proper maintenance of Capital Accounts by the Treasury Regulations under Code Section 704(b). If any shares are transferred in accordance with the terms hereof, then the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred shares. In the case of a sale or exchange of shares at a time when an election under Code Section 754 is in effect, the Capital Account of the transferee Member shall not be adjusted to reflect the adjustments to the adjusted tax basis of the Company’s assets required under Code Sections 754 and 743, except as otherwise required or permitted by Treasury Regulations Section 1.704-l(b)(2)(iv)(m). All Capital Accounts must be maintained in accordance with the United States federal income tax accounting principles prescribed m Treasury Regulations Section 1.704-1(b)(2)(iv).

Except as is specifically provided otherwise in these Articles or by applicable law, no member will have any liability or obligation to restore a negative or deficit balance in that member’s Capital Account.

In connection with (i) a Capital Contribution of money or other property (other than a de minimis amount) by a new or existing member as consideration for shares, (ii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g) or a distribution of money or other property (other than a de minimis amount) by the Company by way of redemption of a member’s shares, or (iii) the grant of shares in the Company as consideration for the provision of services to or for the benefit of a Group Company, the Capital Accounts of the members may (as agreed upon by the members) be adjusted to reflect a revaluation of Company property (including tangible assets) in accordance with Treasury Regulations Section 1.704-l(b)(2)(iv)(f).

The net profit or net loss of the Company for each fiscal year will be determined according to the accounting principles employed in the preparation of the Company’s federal income tax return for such fiscal year. In computing net profit or net loss for purposes of allocation between members, no special provision will be made for tax-exempt or partially tax-exempt income of the Company, and all items of the Company’s income, gain, loss, or deduction required to be separately stated under Code Section 703(a)(l) will be included in the net profit or net loss of the Company; provided, however:

Except as otherwise provided under this Article 49.6 or Article 49.7, net profit and net loss (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) of the Company shall be allocated among the members in a manner such that the Capital Account balance of each member, immediately after making such allocation, is, as nearly as possible equal (proportionately) to the distributions that would be made to such member if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Values, all Company liabilities were satisfied and the net assets of the Company were distributed to the members in accordance with these Articles. If the net profit and net loss allocable to the members pursuant to this Article 49.6 are insufficient to allow the Capital Account balance of each member to equal such Member’s share of the Company’s assets as set forth in these Articles, such net profit or net loss shall, to the extent possible, be allocated among the members in such a manner as to decrease the differences between the members’ respective Capital Account balances and their respective shares of the Company’s assets in proportion to such differences. Notwithstanding the foregoing, if any allocation of net loss would cause a member to have an Adjusted Capital Account Deficit, (i) such net loss instead shall be allocated to the other members pro rata until their Capital Accounts are reduced to zero, and any remaining net loss will be allocated to each member in accordance with the relative number of Shares held by such member, and (ii) the Board of Directors may make any modifications and adjustments to the allocations that they believe are necessary to comply with applicable law and to ensure that the allocations achieve the results intended by the members hereunder.

Prior to any allocations required pursuant to Article 49.6 hereof, the members shall be allocated items of income, gain, loss or deduction that would be required to be so allocated under (i) Treasury Regulation Section 1.704-2(f) and (g) (relating to allocations required in connection with a minimum gain chargeback), (ii) Treasury Regulation Section 1.704-2(i) (relating to allocations

Except as otherwise provided in this Article 49.8, each item of Company income, gain, loss and deduction for federal income tax purposes shall be allocated among the members in the same manner as such items are allocated for book purposes under this Article 49.8, except that if such allocation is not permitted by the Code or other applicable law, then the Company’s subsequent income, gains, losses, deductions and credits for federal income tax purposes will be allocated among the members so as to reflect as nearly as possible the allocation set forth herein in computing their respective Capital Accounts. In accordance with Code Section 704(c) and the corresponding regulations, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company will be allocated among the members, solely for income tax purposes, so as to take into account any variation between the adjusted basis of such property for United States federal income tax purposes in the hands of the Company and the agreed value of such property as set forth in these Articles, or in any document entered into at the time an additional contribution is made to the Company. In the event the Gross Asset Value of any Company assets is adjusted to reflect a revaluation of Company property (including tangible assets) in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), subsequent allocations of income, gain, loss, and deduction with respect to such Company assets shall take account of any variation between the adjusted basis of such Company assets for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. Any elections or other decisions relating to the allocations to be made under this Article 49.8 will be made by the Board of Directors, provided that the Board of Directors shall elect the remedial allocation method pursuant to Treasury Regulation Section 1.704-3(d) for all contributions of property with built in gains. The allocations to be made under this Article 49.8 are solely for purposes of United States federal, state, and local income taxes and will not affect, or in any way be taken into account in computing, any member’s Capital Account, allocable share of the net profits and net losses of the Company, or right to distributions.

If a member has not been a member during a full fiscal year of the Company, or if a member’s shares in the Company changes during a fiscal year, the net profit or net loss for the year will be allocated to the member based only on the period of time during which the member was a member or held particular shares. In determining a member’s share of the net profit or net loss for a fiscal year, the Board of Directors may allocate the net profit or net loss ratably on a daily

The “partnership representative” of the Company (within the meaning of Code Section 6223(a)) shall be David Poritz. The partnership representative shall promptly give notice to the members of any material communication from any taxing authority (including the Internal Revenue Service), keep the members reasonably informed of all material audit activity or correspondence to and from any taxing authority pertinent to Company affairs, and afford any potentially-affected member the opportunity to participate in such audit or other proceeding at such member’s expense.

the initial Gross Asset Value of any asset contributed by a member to the Company shall be the fair market value of such asset as determined by the Board of Directors;

the Gross Asset Value of each Company asset shall be adjusted to equal its respective gross fair market value as of the following times: (1) the acquisition of an additional interest in the Company by any new or existing member in exchange for more than a de minimis Capital Contribution; (2) the distribution by the Company to a member of more than a de minimis amount of Company assets as consideration for an interest in the Company; or (3) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (1) and (2) above shall be made only if the Board of Directors determine that such adjustments are necessary or appropriate to reflect the relative economic interests of the members in the Company;

the Gross Asset Value of any Company asset distributed to any Member shall be the fair market value of such asset on the date of distribution as determined by the Board of Directors; and

the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this clause (iv) to the extent the Board of Directors determine that an adjustment pursuant to clause (ii) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (iv).