Interpretation

means: (i) with respect to any Class A Convertible Preference Share or Class A-1 Convertible Preference Share, as of any measurement date, 8% per annum on the Original Issue Price thereof, calculated from the date such Class A Convertible Preference Share or Class A-1 Convertible Preference Share became outstanding through (and including) the measurement date, and accruing and compounding quarterly, as adjusted in accordance with these Articles; and

(ii) with respect to any Class B Convertible Preference Share or Class B-1 Convertible Preference Share, as of any measurement date, 16% per annum on the Original Issue Price thereof, calculated from the date such Class B Convertible Preference Share or Class B-1 Convertible Preference Share became outstanding through (and including) the measurement date, and accruing and compounding quarterly, as adjusted in accordance with these Articles.

In the Articles:

words importing the singular number include the plural number and vice versa;

words importing the masculine gender include the feminine gender;

“written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

“shall” shall be construed as imperative and “may” shall be construed as permissive;

references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced, and shall include implementing rules or regulations (to the extent applicable);

any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);

headings are inserted for reference only and shall be ignored in construing the Articles;

any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;

any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act;

sections 8 and 19(3) of the Electronic Transactions Act shall not apply;

the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and

the term “holder” in relation to a Share means a Person whose name is entered in the Register of Members as the holder of such Share.

Commencement of Business

The business of the Company commenced after incorporation of the Company.

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 and expenses associated with the adoption of these Articles and the Shareholders Agreement.

Issue of Shares

Subject to the provisions, if any, in the Memorandum (including Article 11.1) (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares (including the rights set forth in Article 11.1), the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to a Dividend or other distribution, voting, return of capital or otherwise and to such Persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and these Articles) vary such rights provided that the Directors shall not issue shares if such action would be contrary to or inconsistent with the terms of the Shareholders Agreement.

The Company shall not issue Shares to bearer.

Currency

Register of Members

The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.

The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.

Closing Register of Members or Fixing Record Date

For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed 40 days.

In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose.

If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

Certificates for Shares

A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other Persons authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to the Articles no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one Person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.

Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or other Person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.

Transfer of Shares

Shares are transferable subject to the approval of the Directors by resolution who may, in their absolute discretion, decline to register any transfer of Shares without giving any reason provided that (i) the Directors shall not decline to register any transfer of Shares made in accordance with the terms of the Shareholders Agreement and these Articles (including Article 17), and (ii) shall decline to register any transfer of shares not so made. If the Directors refuse to register a transfer they shall notify the transferee within two months of such refusal.

The instrument of transfer of any Share shall be in writing and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee). The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.

Redemption, Repurchase and Surrender of Shares

Subject to the provisions of the Statute and these Articles (including Article 11.1), the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Common Shareholders owning a majority of the voting power of the then outstanding Common Shares or the Company. The redemption of such Shares shall be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of the Shares.

Subject to the provisions of the Statute and these Articles (including Article 11.1), the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member.

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

The Directors may accept the surrender for no consideration of any fully paid Share.

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

Voting and Approval Rights of Shares

Notwithstanding Article 11.2, prior to the occurrence of a Qualified Initial Public Offering, Qualified Direct Listing or Qualified SPAC:

for so long as any Class A Convertible Preference Shares or Class A-1 Convertible Preference Shares remain issued and outstanding, the Company shall not, and to the extent applicable, shall not permit the Board, any Subsidiary Company or any board of any Subsidiary to, take any of the following actions, without having received the consent or vote of the Required Class A Shareholders and any such act or transaction entered into without such consent or vote shall be null and void ab initio and of no force or effect:

amend, alter, waive or repeal any provision of the Memorandum or these Articles in a manner adverse to the rights, preferences and privileges of the Class A Convertible Preference Shares or the Class A1 Convertible Preference Shares;

create, authorize, incur or issue (including through reclassification, alteration, amendment or otherwise) any Equity Securities in the Company having rights, preferences or privileges senior to or pari passu with the Class A Convertible Preference Shares and Class A-1 Convertible Preference Shares (it being understood and agreed that notwithstanding that the Common Shares have pari passu voting rights with the Class A Convertible Preference Shares and Class A-1 Convertible Preference Shares, the consent required by this Section 11.1(a)(ii) does not apply to issuances of Common Shares);

authorize, incur or issue any debt or debt securities if the Company’s 10 consolidated aggregate debt would exceed $200,000,000;

purchase or redeem or pay any dividend on any Equity Security junior to the Class A Convertible Preference Shares or Class A-1 Convertible Preference Shares other than in the manner contemplated by Article 41;

effect a Liquidation Transaction at a per Share valuation that would result in the Class A Shareholders receiving an amount per Class A Convertible Preference Share or Class A-1 Convertible Preference Share of less than the sum of (A) the Original Issue Price plus (B) the Accreted Liquidation Preference; or

increase or decrease the size of the board of Directors;

for so long as any Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares remain issued and outstanding, the Company shall not, and to the extent applicable, shall not permit the Board, any Subsidiary Company or any board of any Subsidiary to, take any of the following actions, without having received the consent or vote of the Required Class B Preference Shareholders and any such act or transaction entered into without such consent or vote shall be null and void ab initio and of no force or effect:

amend, alter, waive or repeal any provision of the Memorandum or these Articles in a manner disproportionately adverse to the rights, preferences and privileges of the Class B Convertible Preference Shares or the Class B-1 Convertible Preference Shares;

create, authorize, incur or issue (including through reclassification, alteration, amendment or otherwise) any Equity Securities in the Company having rights, preferences or privileges senior to or pari passu with the Class B Convertible Preference Shares and Class B-1 Convertible Preference Shares (it being understood and agreed that notwithstanding that the Common Shares have pari passu voting rights with the Class B Convertible Preference Shares and Class B-1 Convertible Preference Shares, the consent required by this Section 11.1(b)(ii) does not apply to issuances of Common Shares);

authorize, incur or issue any debt or debt securities if the ratio of Consolidated Total Debt (as defined in the Credit Agreement) to Consolidated Adjusted EBITDA (as defined in the Credit Agreement) would, as a result of such authorization, incurrence or issuance, exceed 4.5x;

purchase or redeem or pay any dividend on any Equity Security junior to the Class B Convertible Preference Shares and Class B-1 Convertible Preference Shares other than in the manner contemplated by Article 41;

effect a Liquidation Transaction at a per Share valuation that would result in the Class B Preference Shareholders receiving an amount per Class B Convertible Preference Share or Class B-1 Convertible Preference Share, as applicable, of less than the sum of (A) the Original Issue Price plus (B) the Accreted Liquidation Preference; or

increase or decrease the size of the board of Directors.

As to any matter which shall be subject to a vote of the Shareholders or on which the Class A Shareholders or Class B Preference Shareholders, as applicable, shall be entitled to vote or consent under applicable law or Article 11.1, each Class A Shareholder or Class B Preference Shareholder, as applicable, shall be entitled to that number of votes with respect to its Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares, as applicable, equal to the number of Common Shares into which such Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares would then convert at the then-applicable Conversion Rate; provided, however, that the Class A-1 Convertible Preference Shares and the Class B-1 Convertible Preference Shares shall have no right to vote with respect to the election of Directors. As to any matter which shall be subject to a vote of the Shareholders or on which the Common Shareholders shall be entitled to vote or consent under applicable law, each Common Shareholder shall be entitled to one vote per Common Share held by such Common Shareholder.

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.

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

Variation of Rights

Subject to Article 11.1, if at any time the share capital of the Company is divided into different classes of Shares, all or any of 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 without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class, or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

Non Recognition of Trusts

Lien on Shares

The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, 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 registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share.

The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the Person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.

To give effect to any such sale, the Directors may authorise any Person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee 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 sale or the exercise of the Company’s power of sale under the Articles.

The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the Person entitled to the Shares at the date of the sale.

Call on Shares

Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. 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.

A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

If a call remains unpaid after it has become due and payable, the Person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly or in part.

An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.

The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.

The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.

No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable.

Forfeiture of Shares

If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the Person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.

If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.

A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any Person the Directors may authorise some Person to execute an instrument of transfer of the Share in favour of that Person.

A Person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares.

A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all Persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the Person to whom the Share is sold or otherwise disposed of 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.

The provisions of the Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

Transmission of Shares

If a Member dies the survivor or survivors (where he was a joint holder) or his legal personal representatives (where he was a sole holder), shall be the only Persons recognised by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or sole holder.

Any Person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some Person nominated by him registered as the holder of such Share. If he elects to have another Person registered as the holder of such Share he shall sign an instrument of transfer of that Share to that Person. 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 the relevant Member before his death or bankruptcy or liquidation or dissolution, as the case may be.

A Person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which it would be entitled if it were the holder of such Share. However, it shall not, before becoming a Member in respect of a Share, be entitled in respect of such Share to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such Person to elect either to be registered itself or to have some Person nominated by it be registered as the holder of the Share (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 the relevant Member before its death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles) the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

Conversion of Shares; Adjustments

In connection with any Qualified Initial Public Offering, Qualified Direct Listing or Qualified SPAC, the Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares and Class B-1 Convertible Preference Shares issued and outstanding immediately prior to such Qualified Initial Public Offering, Qualified Direct Listing or Qualified SPAC shall be converted, automatically and without further action by any Person, into Common Shares at the then-applicable Conversion Rate. Any such conversion shall be effected by the compulsory redemption by the Company of such Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares at par, and the application of such redemption proceeds to the paying up of newly issued Common Shares.

In the event the outstanding Common Shares shall be subdivided (by share split, by payment of a share dividend, a bonus issue or otherwise) into a greater number of Common Shares, the Conversion Rate in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding Common Shares shall be consolidated (by reclassification or otherwise) into a lesser number of Common Shares, the Conversion Rate in effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately increased.

In the event the outstanding Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares shall be subdivided (by share split, by payment of a share dividend, a bonus issue or otherwise), into a greater number of Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares, respectively, the Accreted Liquidation Preference and the Conversion Rate in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares shall be consolidated (by reclassification or otherwise) into a lesser number of Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares, respectively, the Accreted Liquidation Preference and the Conversion Rate in effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately increased.

If the Common Shares issuable upon conversion of the Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares shall be changed into the same or a different number of shares of any other class or classes of Equity Securities, whether by capital reorganization, reclassification or otherwise (other than a subdivision or consolidation of shares provided for above), then, in any such event, in lieu of the number of Common Shares which the Class A Shareholders or Class B Preference Shareholders, as applicable, would otherwise have been entitled to receive, each Class A Shareholder or Class B Preference Shareholder, as applicable, shall have the right thereafter to convert such Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares, as applicable, into a number of shares of such other class or classes of Equity Securities which a holder of the number of Common Shares deliverable upon conversion of such Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares immediately before that change would have been entitled to receive in such reorganization or reclassification, all subject to further adjustment as provided herein with respect to such other shares.

Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to this Article 18, the Company shall, upon the written request at any time of any Class A Shareholder or Class B Preference Shareholder, as applicable, furnish or cause to be furnished to such Person a certificate setting forth (a) such adjustments and readjustments, (b) the applicable Conversion Rate at the time in effect and (c) the number of Common Shares and the amount, if any, of other property which at the time would be received upon the conversion of Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares.

The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares solely for the purpose of effecting the conversion of the Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares, such number of its Common Shares as shall from time to time be sufficient to effect the conversion of all then outstanding Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares; and, if at any time the number of authorized but unissued Common Shares shall not be sufficient to effect the conversion of all then outstanding Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares, the Company shall seek an Ordinary Resolution in accordance with Article 19.1 to increase its authorized but unissued Common Shares to such number of shares as shall be sufficient for such purpose.

Amendments of Memorandum and Articles of Association and Alteration of Capital

Subject to Article 11.1 and Article 19.4, the Company may by Ordinary Resolution:

increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;

consolidate and divide all or any of its share capital into Shares of larger 17 amount than its existing Shares;

convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any denomination;

by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and

cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.

All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles 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 Statute and the provisions of these Articles (including Article 11.1 and Article 19.4) as regards the matters to be dealt with by Ordinary Resolution, the Company may by Special Resolution:

change its name;

alter or add to the Articles;

alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and

reduce its share capital or any capital redemption reserve fund.

The Company shall not adopt any amendment, alteration, waiver or repeal of all or any portion of these Articles that has a disproportionate and adverse effect on any Shareholder relative to the other holders of the same class of Shares without the prior written consent of such Shareholder.

Offices and Places of Business

General Meetings

All general meetings other than annual general meetings shall be called extraordinary general meetings.

The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presented.

The Directors may call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company.

A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than ten percent of the voting power of the outstanding Shares.

The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period.

A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

Notice of General Meetings

At least five Business Days’ notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and

in the case of an extraordinary general meeting, by Members representing not less than ninety five percent of the aggregate voting power of the outstanding Shares.

The accidental omission to give notice of a general meeting to, or the non receipt of notice of a general meeting by, any Person entitled to receive such notice shall not invalidate the proceedings of that general meeting.

Proceedings at General Meetings

No business shall be transacted at any general meeting unless a quorum is present. Members holding Shares representing a majority of the voting power of the outstanding Shares entitled to vote at such general meeting, represented in person or by proxy, shall be a quorum.

A Person may participate at a general meeting by conference telephone or other communications equipment by means of which all the Persons participating in the meeting can communicate with each other. Participation by a Person in a general meeting in this manner is treated as presence in Person at that meeting.

A Special Resolution in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. An Ordinary Resolution in writing (in one or more counterparts) signed by or on behalf of such number of the Members for the time being entitled to receive notice of and to attend and vote at

If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or 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 to commence, the Members present shall be a quorum.

The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any Person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.

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

The chairman may, with the consent of a 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 general meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.

A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy) and holding at least ten percent of the voting power of the outstanding Shares giving a right to attend and vote at the meeting demand a poll.

Unless a poll is duly demanded and the demand is not withdrawn a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

The demand for a poll may be withdrawn.

Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

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 date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.

In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

Votes of Members

Subject to any rights or restrictions attached to any Shares, with respect to any matter to which any Member is entitled to vote, on a show of hands every such Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have the number of votes calculated in accordance with Article 11.2.

Any matter brought before any meeting of the Members shall be decided by the affirmative vote of Members holding a majority of the voting power of the Company’s capital stock present in person or represented by proxy at the meeting and entitled to vote on such matter, voting as a single class, unless the matter is one upon which, by express provision of law, the Memorandum or these Articles (including Article 11.1), a different vote is required, in which case such express provision shall govern and control the decision of such matter.

In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

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 on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other Person may vote by proxy.

No Person shall be entitled to vote at any general meeting unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.

No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall be final and conclusive.

On a poll or on a show of hands votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes.

On a poll, a Member holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which he is appointed.

Proxies

The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of its duly authorised representative. A proxy need not be a Member.

The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the Person named in the instrument proposes to vote.

The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairman, shall be invalid.

The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.

Votes 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 unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

Corporate Members

Shares that May Not be Voted

Directors

Powers of Directors

Subject to the provisions of the Statute, the Memorandum and the Articles, the Shareholders Agreement and any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum, Articles or Shareholders Agreement and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable 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 determine by resolution.

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 dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

Appointment and Removal of Directors

Subject to the provisions of the Shareholders Agreement, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.

Subject to the provisions of the Shareholders Agreement, the Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors, provided that the Director shall only make such appointment if permitted by the terms of the Shareholders Agreement.

Vacation of Office of Director

the Director gives notice in writing to the Company that he resigns the office of Director; or

the Director absents himself (for the avoidance of doubt, without being represented by proxy or an alternate Director appointed by him) from three consecutive meetings of the Directors without special leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or

the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or

the Director is found to be or becomes of unsound mind; or

subject to the provisions of the Shareholders Agreement, all of the other Directors (being not less than two in number) determine that he should be removed as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors.

Proceedings of Directors

At all meetings of the board of Directors, a majority of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Directors, unless the matter is one upon which, by express provision of law, the Memorandum or these Articles (including Article 11.1), a different vote is required, in which case such express provision shall govern and control the decision of such matter. If a quorum shall not be present at any meeting of the board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present. A quorum, once established, shall not be broken by the withdrawal of enough Directors to leave less than a quorum.

Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes.

A person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is located at the start of the meeting.

A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution (an alternate Director being entitled to sign such a resolution on behalf of his appointor and if such alternate Director is also a Director, being entitled to sign such resolution both on behalf of his appointer and in his capacity as a Director) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.

A Director or alternate Director may, or other officer of the Company on the direction of a Director or alternate Director shall, call a meeting of the Directors by at least two days’ notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.

The continuing Directors (or a sole continuing Director, as the case may be) 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 be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.

The Directors may elect a chairman of their board 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 the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting.

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 Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

Presumption of Assent

Directors’ Interests

A Director or alternate 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.

A Director or alternate Director may act by himself or by, through or on behalf of 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.

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 a shareholder, a contracting party or otherwise, and no such Director or alternate 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.

No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

Minutes

Delegation of Directors’ Powers

The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting of one or more Directors. They may also delegate to any managing director or any Director holding any other executive office such of their powers, authorities and discretions as they consider desirable to be exercised by him provided that an alternate Director may not act as managing director and the appointment of a managing director shall be revoked forthwith if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

The Directors may by power of attorney or otherwise appoint any company, firm, Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose 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 or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.

The Directors may appoint such officers of the Company (including, for the avoidance of doubt and without limitation, any secretary) as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an officer of the Company may be removed by resolution of the Directors or Members. An officer of the Company may vacate his office at any time if he gives notice in writing to the Company that he resigns his office.

Alternate Directors

Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, to sign any written resolution of the Directors, and generally to perform all the functions of his appointor as a Director in his absence.

An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.

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.

Subject to the provisions of the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.

No Minimum Shareholding

Remuneration of Directors

The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.

The Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.

Seal

The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer of the Company or other person appointed by the Directors for the purpose.

The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

Dividends, Distributions and Reserves

Dividends. Subject to the Statute, this Article and Article 11, and except as otherwise provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law.

Ranking. No interest or other compensation shall be allowed to any Member by reason of its holding of Shares except pursuant to its share of Dividends as set forth below. Dividends shall not be cumulative. All cash Dividends shall be made in United States dollars. Except as otherwise provided in Article 47, distributions shall be made by the Company only in the following manner:

Distributions of Proceeds Generally. Dividends, if and when declared, shall be paid to the Members pro rata among the Class A Shareholders, Class B Preference Shareholders and the Common Shareholders, participating equally on an as-converted basis in accordance with the then-applicable Conversion Rate.

Dividends in connection with Liquidation Transactions. In connection with the consummation of a Liquidation Transaction, notwithstanding anything to the contrary in Article 41.2(a), (i) the Class B Preference Shareholders shall be entitled to receive, in respect of each Class B Convertible Preference Share or Class B-1 Convertible Preference Share, as applicable, held thereby an amount equal to the greater of (A) the Original Issue Price of such Share plus the Accreted Liquidation Preference on such Share or (B) the amount to which such Class B Preference Shareholder would be entitled had such Class B Convertible Preference Share or Class B-1 Convertible Preference Share been converted into Common Shares immediately prior to the consummation of the applicable Liquidation Transaction at the then-current Conversion Rate (in each case of clause (A) and clause (B), after giving effect to all distributions received by such Class B Preference Shareholder in respect of such Class B Convertible Preference Share or Class B-1 Convertible Preference Share, as applicable, pursuant to this Article 41.2 prior to the date thereof), (ii) after all amounts pursuant to clause (i) have been distributed, the Class A Shareholders shall be entitled to receive, in respect of each Class A Convertible Preference Share or Class A-1 Convertible Preference Share, as applicable, held thereby an amount equal to the greater of (A) the Original Issue Price of such Share plus the Accreted Liquidation Preference on such Share or (B) the amount to which such Class A Shareholder would be entitled had such Class A Convertible Preference Share or Class A-1 Convertible Preference Share been converted into Common Shares immediately prior to the consummation of the applicable Liquidation Transaction at the then-current Conversion Rate (in each case of clause (A) and clause (B), after giving effect to all distributions received by such Class A

Same form and nature of consideration; Dividends in-kind. Dividends pursuant 30 to Articles 41.2(a) and 41.2(b) may be paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company. In the case of any distribution of securities: (i) such securities that are publicly traded shall be valued at (A) the average of the last reported trade price of securities of such class on the 10 most recent trading days prior to the date as of which their value is to be determined, or (B) if such trade price is not readily available, the average of the closing “bid” price on the 10 most recent trading days prior to the date as of which their value is to be determined; and (ii) securities that are not publicly traded shall be valued shortly before the distribution according to their Fair Market Value. The Directors shall, in making distributions of cash and securities or more than one type of security) under any applicable provision hereof, allocate such cash and/or assets (including securities) in equal proportions among the Members except to the extent necessary to avoid a Member receiving a security that it is prohibited from holding.

Withholding.

Authority to Withhold. The Company shall be authorized to withhold and pay over any withholding or other taxes payable by the Company as a result of any Member’s status as a Member hereunder or otherwise attributable to such Member (as determined by the Directors in its sole discretion). Any such payment withheld from a distribution to a Member shall be deemed for all purposes of these Articles as an advance against distributions to such Member under Article 41.2. Any distribution deemed made pursuant to the terms of this Article 41.3 shall be treated as actually made for purposes of applying Article 41.2 as of the time each such withholding is paid by the Company. Any such amounts paid by the Company to the relevant taxing authority.

AEOI. The Company may be required to comply with the provisions of AEOI. Each Member shall, in a timely and accurate manner, provide information regarding such Member and its beneficial owners as well as any forms or documentation reasonably requested from time to time by the board of Directors to enable the Company to comply with any requirements and obligations imposed on it pursuant to AEOI, including forms and documentation which the Company may require to determine whether or not such Member’s relevant investment is a “Reportable Account” (under any AEOI regime) and to comply with the relevant due diligence procedures in making such determination. The Company is authorized to take any action and pursue all remedies at its disposal to cause an individual Member to bear any or all costs attributable such Member’s noncompliance with AEOI or the board of Director’s reasonable requests related to AEOI, and to hold back or deduct from any withdrawal or other proceeds due to any or all taxes, expenses or other costs attributable to such Member’s noncompliance with AEOI and borne by the Company.

Notice. The Directors shall use commercially reasonable efforts to provide prompt notice to a Member with respect to withholding or paying over taxes with respect to such Member. Neither the Company nor the Directors shall be liable for any excess taxes withheld in respect of any distribution to a Member. In the event of an overwithholding, a Member’s sole recourse shall be to apply for a refund from the appropriate taxing authority.

Restricted Distributions. Notwithstanding any provision to the contrary contained in these Articles, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate the Statute or other applicable law.

No Interest on Clawback. If a Member is obligated pursuant to the Statute or other applicable law to return a distribution made to it where the Company is insolvent, such distribution shall be returned without application of any interest.

Reserves. The Directors may, before resolving to pay any Dividend or other distribution, 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 discretion of the Directors, be employed in the business of the Company.

Unclaimed Dividends. Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such Dividend or other 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 other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.

U.S. Tax Classification. For U.S. federal income tax purposes, the Company is intended to be classified as an association taxable as a corporation, and the board of Directors shall not take any action inconsistent with such classification without the prior consent of the Members.

Capitalisation

Form of Payments; Setoff

Books of Account

The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of six years from the date on which they are prepared. 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 Directors shall 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 Statute or authorised by the Directors or by the Company in general meeting.

The Directors may 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 of the Company who shall hold office on such terms as the Directors determine.

Every Auditor of the Company shall have a 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 Auditor.

Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.

Notices

Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country to another, is to be sent by airmail.

Where a notice is sent by courier, service of 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 shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

A notice may be given by the Company to the Person or Persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be 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 supplied for that purpose by the Persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

Notice of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every Person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other Person shall be entitled to receive notices of general meetings.

Winding Up

The Company shall be wound up and subsequently dissolved the liquidator shall apply the assets of the Company in satisfaction of creditors’ claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up the of the Company assets shall be distributed, as realized, in the following order and priority:

to creditors of the Company, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company (whether by payment thereof or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to Members under Article 41.1; and

to the Members in accordance with Article 41.1.

Indemnity and Insurance

Every Director and officer of the Company (which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former officer of the Company (each an “Indemnified Person”) shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or wilful default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud or wilful default of such Indemnified Person. No Person shall be found to have committed actual fraud or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.

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.

Financial Year

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