Under Cayman Islands law,
officers and directors owe fiduciary duties to the company, including the following:
| ● | duty to act in good faith in what the director or officer
believes to be in the best interests of the company as a whole; |
| ● | duty to exercise powers for the purposes for which those
powers were conferred and not for a collateral purpose; |
| ● | duty to not improperly fetter the exercise of future discretion; |
| ● | duty not to put themselves in a position in which there is
a conflict between their duty to the company and their personal interests; and |
| ● | duty to exercise independent judgment. |
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