1.1

In these Articles, unless inconsistent with the subject or the context, the following words and expressions shall have the meanings respectively assigned to them below:

1.1.2

“Applicable Law” means the laws, rules and regulations applicable to the Company, including the Companies Law, the Securities Act, the Exchange Act, the listing rules of the Designated Stock Exchange and FINRA Rules (as defined in these Articles);

1.1.3

these “Articles” means these Articles of Association in their present form or as amended from time to time;

1.1.4

“Auditors” means the auditors of the Company appointed pursuant to these Articles;

1.1.5

“Board” means the board of Directors of the Company;

1.1.6

“Clear Days” means in relation to the period of a notice, that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;

1.1.7

“Companies Law” means the Companies (Jersey) Law 1991 and any subordinate legislation from time to time, including any statutory modifications or re-enactments for the time being in force;

1.1.8

“Company” means DPC Holdings PLC;

1.1.9

“Designated Stock Exchange” means the United States New York Stock Exchange;

1.1.10

“Directors” means the directors of the Company for the time being;

1.1.11

“Equity Incentive Plan” means the DPC Holdings Limited 2026 Equity Incentive Plan and the DPC Holdings Limited 2026 Equity Incentive Plan UK Sub-Plan;

1.1.12

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules promulgated by the SEC thereunder;

1.1.13

“Exemption Order” means the Companies (Transfers of Shares – Exemptions) (Jersey) Order 2014;

1.1.14

“FINRA Rules” means the rules set out by the Financial Industry Regulatory Authority in the United States;

1.1.15

“General Meeting” means a general meeting of the Company, including any general meeting held as the Company’s Annual General Meeting and whether held as a physical General Meeting, an electronic General Meeting or as a combined physical and electronic General Meeting;

1.1.16

“General Meeting Chair” has the meaning given to it in Article 16.1;

1.1.17

“Holder” means, in relation to shares, the member whose name is entered in the Register as the holder of the shares;

1.1.18

“Jersey” means the Bailiwick of Jersey;

1.1.19

“member” means a person whose name is entered in the Register as the holder of shares in the Company;

1.1.20

“Memorandum of Association” means the Memorandum of Association of this Company in their present form or as amended from time to time;

1.1.21

“month” means calendar month;

1.1.22

“notice” means a notice in writing unless otherwise specifically stated;

1.1.23

“Office” means the registered office of the Company;

1.1.24

“officer” includes a manager and the Secretary, but shall not include an auditor or a liquidator;

1.1.25

“Ordinary Resolution” means a resolution passed by a simple majority of the votes cast by those members who are entitled to vote in respect of such resolution at the relevant members’ meeting;

1.1.26

“paid up” means, in relation to a share, that the agreed issue price for a share has been fully paid or credited as paid in money or money’s worth;

1.1.27

“persons” includes associations and bodies of persons, whether corporate or unincorporate;

1.1.28

“present” means for the purposes of a physical General Meeting, present at a physical place of meeting or, for the purposes of a combined physical and electronic General Meeting, either present at a physical place of meeting or present by attending via an electronic platform or for the purposes of an electronic General Meeting, attending via an electronic platform;

1.1.29

“Procedural Resolution” means a resolution at a members’ meeting which, in the opinion of the General Meeting Chair, is of a procedural nature (including a resolution to elect a General Meeting Chair at the meeting, a resolution to withdraw a resolution, a resolution to adjourn the meeting or a resolution to correct an obvious error in a Substantive Resolution);

1.1.30

“Proposing Person” means:

(a)

the member or Requisitioning Members of record providing the notice of Director Nomination(s) or other business proposed to be brought before a General Meeting; and

(b)

the beneficial owner(s), if different, on whose behalf the Director Nomination(s) or other business proposed to be brought before a General Meeting is made.

1.1.31

“Record Time” has the meaning given in Article 37.1;

1.1.32

“Register” means the register of members required to be kept pursuant to Article 41 of the Companies Law;

1.1.33

“Requisitioning Members” has the meaning given in Article 13.3.1;

1.1.34

“Seal” means the common seal of the Company;

1.1.35

“SEC” means the United States Securities and Exchange Commission;

1.1.36

“Secretary” means any person appointed to perform any of the duties of secretary of the Company (including an assistant or deputy secretary) and in the event of two or more persons being appointed as joint secretaries any one or more of the persons so appointed;

1.1.37

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules promulgated by the SEC thereunder;

1.1.38

“Securities Seal” means an official seal kept by the Company by virtue of Article 24 of the Companies Law;

1.1.39

“Share Reserve” has the meaning given to it in the Equity Incentive Plan;

1.1.40

“Solicitation Statement” has the meaning given to it in Article 13.3.3(e);

1.1.41

“Special Resolution” means a resolution passed by a majority of not less than 66.67 per cent. of the votes cast by those members entitled to vote in respect of such resolution at the relevant members’ meeting;

1.1.42

“Statement of Rights” has the meaning given to it in Article 2.3.2;

1.1.43

“Substantive Resolution” means any resolution at a members’ meeting, other than a Procedural Resolution;

1.1.44

“Synthetic Equity Interest” means any transaction, agreement or arrangement (or series of transactions, agreements or arrangements), including, without limitation, any derivative, swap, hedge, repurchase or so-called “stock borrowing” agreement or arrangement, the purpose or effect of which is to, directly or indirectly:

(a)

give a person or entity economic benefit and/or risk similar to ownership of shares of any class or series of the Company, in whole or in part, including due to the fact that such transaction, agreement or arrangement provides, directly or indirectly, the opportunity to profit or avoid a loss from any increase or decrease in the value of any shares of any class or series of the Company;

(b)

mitigate loss to, reduce the economic risk of, or manage the risk of share price changes for, any person or entity with respect to any shares of any class or series of the Company;

(c)

otherwise provide in any manner the opportunity to profit or avoid a loss from any decrease in the value of any shares of any class or series of the Company; or

(d)

increase or decrease the voting power of any person or entity with respect to any shares of any class or series of the Company; and

1.2

Save as defined in these Articles and unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Companies Law.

1.3

The regulations constituting the Standard Table prescribed pursuant to the Companies Law shall not apply to the Company and are expressly excluded in their entirety.

1.4.1

words and expressions which are cognate to those defined in Article 1.1 shall be construed accordingly;

1.4.2

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

1.4.3

words importing the singular number only shall be construed as including the plural number and vice versa;

1.4.5

the word “dividend” has the meaning ascribed to the word “distribution” in Article 114 of the Companies Law;

1.4.6

the expression “members’ meeting” (and similar terms) shall include both a General Meeting and a meeting of the holders of any class of shares of the Company;

1.4.7

the expression “signed” includes a signature or representation of a signature affixed by mechanical or other means or any other means of signifying agreement permitted by law and where a document is to be signed by a company, an association or a body of persons, the word “signed” shall be construed as including the signature of a duly authorised representative on its behalf as well as any other means by which it would normally execute the document;

1.4.8

the expression “chair” or “co-chair” shall mean the chair or co-chairs, as applicable, of the Board;

1.4.9

the expression “in writing” includes written, printed, telexed, electronically transmitted or represented or reproduced by any other mode of representing or reproducing words in a visible form;

1.4.10

references to enactments are to such enactments as are from time to time modified, re-enacted or consolidated and shall include any enactment made in substitution for an enactment that is repealed;

1.4.12

a Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles.

1.5

The clause and paragraph headings in these Articles are for convenience only and shall not be taken into account in the construction or interpretation of these Articles.

2.2.1

As regards income – Each ordinary share confers on the holder the right to receive such profits of the Company available for distribution as the Board may declare, following any payment to the members holding shares of any other class other than ordinary shares of any amount then payable in accordance with the relevant Statement of Rights or other terms of issue of that class.

2.2.2

As regards capital – If the Company is wound up, the holder of an ordinary share is entitled, following payment to the members holding shares of any other class other than ordinary shares of all amounts then payable to them in accordance with the relevant Statement of Rights or other terms of issue of that class, to repayment of the stated amount of the capital paid up and any surplus assets of the Company then remaining which shall be distributed pari passu among the holders of the ordinary shares in proportion to the amounts paid up.

2.2.3

As regards voting – At any General Meeting of the Company and any separate class meeting of the holders of ordinary shares, every person who was a holder of ordinary shares at the Record Time and who is present at such meeting has one vote for every ordinary share of which such person was the holder as of the Record Time.

2.2.4

As regards redemption – The ordinary shares are not redeemable, unless issued as redeemable or converted into redeemable ordinary shares pursuant to Article 2.5.

2.3.1

The Board is authorised to issue the preferred shares in one or more series or classes and determine, from time to time before issuance, the number of shares to be included in any such series or class and the designation, powers, preferences, rights and qualifications, limitations or restrictions of such series or class.

2.3.2

The authority of the Board with respect to each such series or class will include, without limiting the generality of this Article 2.3, the determination of any or all of the following, which shall be set out in a statement of rights in respect of each series or class of preferred shares (the “Statement of Rights”), all as may be determined from time to time by the Board and as may be permitted by Applicable Law:

(a)

the series or class to which each preferred share shall belong, such series or class to be designated with a series or class number and, if the Board so determines, title;

(b)

details of any dividends payable in respect of the relevant series or class, if any, including whether such dividends will be cumulative or noncumulative, the dividend rate of such series or class, and the dates and preferences of dividends on such series or class;

(c)

details of rights attaching to shares of the relevant series or class to receive a return of capital on a winding up of the Company;

(d)

details of the voting rights attaching to shares of the relevant series or class (which may provide, without limitation, that each preferred share shall have more than one vote on a poll at any General Meeting);

(e)

a statement as to whether shares of the relevant series or class are redeemable (either at the option of the holder and/or the Company) and, if so,

(f)

a statement as to whether shares of the relevant series or class are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of shares, or any other security, of the Company or any other person (in each case, either at the option of the holder and/or the Company) and, if so, on what rates or terms such shares are convertible or exchangeable;

(g)

any other designations, powers, preferences and relative, participating, optional or other rights, obligations and restrictions, if any, attaching to preferred shares of any class or series as the Board may determine in its discretion; and/or

(h)

the price at which shares of the relevant series or class shall be issued.

(a)

it is binding on members and the Board as if contained in these Articles;

(b)

it must be filed on behalf of the Company with the Registrar of Companies in Jersey in accordance with Article 54 of the Companies Law;

(c)

the provisions of Article 5 apply to any variation or abrogation that may be effected by the Company or the Board;

(d)

all monies payable on or in respect of any preferred share (including, without limitation, the subscription and any redemption monies) shall be paid in the currency for which such preferred share is issued; and

(e)

upon the redemption of a preferred share (if redeemable) pursuant to the relevant Statement of Rights, the holder ceases to be entitled to any rights and accordingly such holder’s name must be removed from the Register and the share must be cancelled.

2.3.4

Without prejudice to any special rights for the time being conferred on the Holders of any shares or class of shares (which special rights shall not be varied or abrogated except with such consent or sanction provided in these Articles), any share or class of shares in the capital of the Company may be issued with such preferred, deferred or other special rights or such restrictions whether in regard to dividends, return of capital, voting or otherwise as the Directors may from time to time determine.

2.4.1

Subject to the Companies Law, the Company may issue fractions of shares, provided that a fraction of a share:

(a)

shall be taken into account in determining the entitlement of a member as regards dividends or on a winding up;

(b)

shall not entitle a member to a vote; and

(c)

subject to Article 2.4.1(b), shall be subject to and carry the corresponding fraction of liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a share of that class of shares.

3.1

The Company shall maintain a stated capital account in accordance with the Companies Law for each class of issued share. A stated capital account may be expressed in any currency.

3.2

Subject to the requirements of the Companies Law, and except as provided in Article 3.3, there shall be transferred to the stated capital account for each class of share:

3.2.2

the value, as determined by the Directors, of the “cause” received by the Company, otherwise than in cash, for the issue of shares of that class; and

3.2.3

every other amount which is from time to time required by the Companies Law to be transferred to a stated capital account.

3.3

Where the Companies Law permits the Company to refrain from transferring any amount to a stated capital account, that amount need not be so transferred but the Directors may, if they think fit, cause all or any part of such amount to be transferred to the relevant stated capital account.

3.4

The Company, acting by the Directors, may transfer an amount to a stated capital account of the Company from any other account of the Company.

3.5

Where, for the purposes of Article 3.2.2, the Directors are to determine the value of any “cause” received by the Company they may rely on such indicator or indicators of value as appear to them to be reasonable and practicable in the circumstances.

4.1.1

The Company may by Special Resolution alter its Memorandum of Association so as to alter the number of shares which it is authorised to issue or consolidate or divide all or any part of its shares (whether issued or not) into fewer shares and may generally make such other alteration to its share capital as is from time to time permitted by the Companies Law.

4.1.2

Any new shares created on an increase or other alteration of share capital shall be issued upon such terms and conditions as the Company may by Ordinary Resolution determine.

4.1.3

Any capital raised by the creation of new shares shall, unless otherwise provided by the conditions of issue of the new shares, be considered as part of the original capital and the new shares shall be subject to the provisions of these Articles with reference to the payment of calls, transfer and transmission of shares, lien or otherwise applicable to the existing shares in the Company.

(a)

Any capital distribution shall be paid to the member, to trustees upon such trusts for the members as the Directors may think fit, or to such other person as the member (or, in the case of joint holders of a share, all of them) may, in writing, direct. Such capital distribution may be paid:

(i)

by cheque sent by post to the payee or, where there is more than one payee, to any one of them; or

(ii)

by inter-bank transfer to such account as the payee or payees shall, in writing, direct; or

(iii)

by such other method of payment as the member (or, in the case of joint Holders of a share, all of them) may agree to.

(b)

Every such cheque shall be sent at the risk of the person or persons entitled to the relevant sum, and payment of a cheque by the banker upon whom it is drawn, and any transfer or payment within Articles 4.2.5(a) shall be a good discharge to the Company.

(c)

Any capital distribution may be paid in such currency or currencies as the Directors may determine, using such exchange rate for currency conversions as the Directors may select. The Directors may, in their discretion, make provisions to enable a member to elect to receive capital distributions in such currencies as the Directors may determine.

(d)

The Company may cease to send any cheque, warrant or order by post for any capital distribution on any shares which is normally paid in that manner if, in respect of at least four consecutive capital distributions payable on those shares, the cheque, warrant or order has been returned undelivered or remains uncashed or following three such occasions reasonable enquiries have failed to establish any new address of the registered holder but, subject to the

(a)

The Directors may retain capital distributions in respect of which any person is, under the provisions as to the transmission of shares in these Articles, entitled to become a member, or which any person is, under those provisions, entitled to transfer until such person shall become a member in respect of such shares or shall transfer the same.

(b)

The Company shall notify the person otherwise entitled to payment of the sum that it has been retained and how the retained sum has been applied.

5.1.1

Whenever the capital of the Company is divided into different classes of shares, the special rights attached to any class may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding up with the sanction of an Ordinary Resolution passed at a separate meeting of the Holders of shares of that class.

5.1.2

To every such separate meeting, all provisions of these Articles and of Applicable Law relating to General Meetings or to the proceedings conducted in the General Meetings shall apply mutatis mutandis.

5.2.1

The special rights attached to any class of shares having preferential rights shall not, unless otherwise expressly provided by the terms of issue, be deemed to be varied by:

(a)

the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu (but in no respect in priority to); or

(b)

any purchase or redemption by the Company of its own shares.

6.1

The Directors shall maintain or cause to be maintained a Register in the manner required by the Companies Law. The Register shall be kept at the Office or at such other place in Jersey as the Directors from time to time determine.

6.2

The Company shall not be required to enter the names of more than four joint Holders in the Register.

7.2.1

The Company, in its sole and absolute discretion, may issue and execute a certificate within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide). A certificate may be executed:

(a)

if the Company has a Seal, by causing the Seal to be affixed to the certificate in accordance with these Articles; or

(b)

whether or not the Company has a Seal, by the signature on behalf of the

7.2.2

Every certificate shall further specify the shares to which it relates and the amount paid up and, if required by the Companies Law, the distinguishing numbers of the shares.

9.2.1

The Company may sell, in such manner as the Directors think fit, any share on which the Company has a lien but no sale shall be made unless the sum in respect of which such lien exists or some part of the sum are or is presently payable nor until 14 Clear Days have expired after a notice stating and demanding payment of the monies presently payable and giving notice of intention to sell in default shall have been served on the Holder for the time being of the shares or the person entitled to the shares by reason of the death, bankruptcy or incapacity of such Holder.

9.2.2

To give effect to any such sale, the Directors may authorise any person to execute an instrument of transfer of the shares sold to the purchaser. The purchaser shall be registered as the Holder of the transferred shares and it shall not be bound to see to the application of the purchase money nor shall its title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

10.1.1

If a member fails to pay in full any call or instalment of a call on or before the due date for payment, the Directors may at any time following the due date and for such time as any part of such call or instalment remains unpaid, serve a notice requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued and any costs, charges and expenses which may have been incurred by the Company by reason of such non-payment.

10.1.2

The notice shall name a further date (not earlier than 14 Clear Days from the date of service of the notice) on or before which the payment is to be made and the place where payment is to be made and shall state that in the event of non-payment in accordance with the terms of the notice, the shares in respect of which the call was made will be liable to be forfeited.

10.3.1

When any share has been forfeited in accordance with these Articles, notice of the forfeiture shall be given to the Holder of the share or the person entitled to the share by transmission as the case may be and an entry of such notice having been given and of the forfeiture with the relevant date shall be made in the Register opposite to the entry of the share but no forfeiture shall be invalidated in any manner by any omission or neglect to give such notice or to make such entry.

10.3.2

The Directors may, at any time after serving a notice in accordance with Article 10.1, accept from the member concerned the surrender of such shares as are the subject of the notice, without the need otherwise to comply with the provisions of Articles 10.1 to 10.3.1. Any such shares shall be surrendered immediately and irrevocably upon the member delivering to the Company the share certificate for the shares. Such surrender shall also constitute a surrender of all dividends declared on the surrendered shares but not actually paid before the surrender. Upon a surrender, the Company shall make an entry in the Register with the date of the surrender, however no surrender shall be invalidated in any manner by any omission or neglect to make such entry.

11.1.1

Subject to these Articles (including Article 11.4), any agreement between a member and the Company, the Companies Law and the rules or regulations of the Designated Stock Exchange or any relevant securities laws (including, but not limited to, the Securities Act), any member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other usual common form approved by the Directors and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time.

11.1.2

The instrument of transfer of any share shall be signed by or on behalf of the transferor and, in the case of an unpaid or partly paid share, by the transferee. Without prejudice to the last preceding Article, the Directors may also resolve, either generally or in any particular case, upon request by the transferor or transferee to accept mechanically

11.2.1

The Directors may in their absolute discretion and without assigning any reason:

(a)

refuse to register any transfer of partly paid shares or any transfer of shares on which the Company has a lien; and refuse to register any transfer if such transfer is:

(i)

of shares that were not registered under U.S. securities laws and such transfer is being made pursuant to an exemption from registration under U.S. securities laws, unless the transferor provides evidence satisfactory to the Directors that such transfer satisfies the terms of such exemption; or

(ii)

prohibited by the terms of any contract or undertaking to which the transferor is a party of which the Company is aware,

11.2.2

The Directors may also refuse to register the transfer of a share unless the instrument of transfer is:

(a)

lodged at the Office or at such other place as the Directors may appoint accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;

(b)

in respect of only one class of shares; and

(c)

in favour of not more than four transferees.

11.2.3

If the Directors refuse to register a transfer of a share, they shall send notice of the refusal to the proposed transferor and transferee within two months of the date on which the instrument of transfer was lodged with the Company.

11.2.4

All instruments of transfer relating to transfers of shares which are registered shall be retained by the Company, but any instrument of transfer relating to transfers of shares which the Directors decline to register shall (except in any case of fraud) be returned to the person depositing the same.

11.2.5

The registration of transfers of shares or of transfers of any class of shares may be suspended at such times and for such periods as the Directors may determine.

11.2.6

In respect of any allotment of any share, the Directors shall have the same right to decline to approve the registration of any renouncee of any allottee as if the application to allot and the renunciation were a transfer of a share under these Articles.

(a)

to or from an approved central securities depository (as defined in the Exemption Order), or

(b)

by means of a computer system (as defined in the Exemption Order); and

11.4.2

the transfer is in accordance with the relevant laws (as defined in the Exemption Order) applicable to, and relevant rules and regulations of, the Designated Stock Exchange and otherwise in accordance with Applicable Law.

13.2.1

The Directors may whenever they think fit, and upon a valid requisition of members made in accordance with the Companies Law (a “Special Meeting Request”), proceed to convene a General Meeting. For the purposes of Article 89(2) of the Companies Law, the threshold for the requisition of a General Meeting shall be the lesser of (a) the threshold set out in Article 89(2) of the Companies Law; and (b) members holding not less than 10 per cent. of the total voting rights of the Company.

13.2.2

At any General Meeting, only those matters set out in the notice of the General Meeting given by or at the direction of the Board or matters otherwise brought before the meeting of the Board or properly the subject of a Special Meeting Request may be considered or acted upon at a General Meeting.

(a)

it would, if passed, be ineffective (whether by reason of inconsistency with Applicable Law, these Articles or otherwise);

(b)

it is defamatory of any person; or

(c)

it is frivolous or vexatious; or

(d)

the member has not provided Timely Notice in writing that contains the information required by Article 13.3.3.

13.3.1

For nominations of candidates for appointment as Director (“Director Nominations”) or other business to be properly requested to be brought (x) by a member before an Annual General Meeting or (y) by requisitioning members pursuant to Article 89 of the Companies Law (“Requisitioning Members”) before an extraordinary General Meeting convened upon a members’ requisition, the member or Requisitioning Members must:

(a)

be member(s) of the Company of record at the time of the giving of the notice for such General Meeting;

(b)

be entitled to vote at such General Meeting;

(c)

have given Timely Notice in writing to any Director addressed to the Office;

(d)

have provided any updates or supplements to such notice at the times and in the forms required by the Articles;

(e)

together with the beneficial owner(s), if any, on whose behalf the nomination or business proposal is made, have acted in accordance with the representations set out in the Solicitation Statement required by the Articles; and

(f)

otherwise meet the requirements of these Articles including, as applicable, Article 13.3.5.

13.3.2

To be timely, a member’s written notice in respect of an Annual General Meeting must be received at the Office not later than the close of business on the 120th day nor earlier than the close of business on the 150th day before the one year anniversary of the preceding year’s Annual General Meeting (which date shall, for purposes of the Company’s first Annual General Meeting following the Company’s initial public offering, be deemed to have occurred on 1 July 2026); provided, however, that in the event the Annual General Meeting is first convened more than 30 days before or more than 70 days after such anniversary date, or if no Annual General Meeting was held in the preceding year, notice by the member to be timely must be received at the Office not earlier than the close of business on the 120th day before the date of such Annual General Meeting and not later than the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made (such notice within such time periods shall be referred to as “Timely Notice”).

13.3.3

Any such Timely Notice must set out, as to each matter the member or the Requisitioning Members propose to bring before the General Meeting:

(a)

as to each person whom the member or Requisitioning Members propose to nominate for appointment as a Director:

(i)

the name, age, business address and residence address of the nominee;

(ii)

the principal occupation or employment of the nominee;

(iii)

the class and number of shares or any other securities of the Company that are held of record or are beneficially owned by the nominee and of its affiliates and any derivative positions held or beneficially held by the nominee and of its affiliates;

(iv)

whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee or any of its affiliates with respect to any securities of the Company, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of any securities), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee or any of its affiliates;

(v)

a description of all agreements, arrangements or understandings between or among the member or the Requisitioning Members, as applicable, or any of its or their affiliates and each nominee or any of its affiliates and any other person or persons (naming such person or

(vi)

a written statement executed by the nominee acknowledging that if elected as a Director the nominee will:

(A)

owe fiduciary duties under the Companies Law with respect to the Company and its members; and

(B)

comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Company applicable to Directors and in effect during such person’s term in office as a director;

(vii)

all information relating to such nominee that is required to be disclosed in solicitations of proxies for appointment of Directors in an appointment contest or otherwise required, in each case pursuant to Applicable Law (including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if appointed);

(b)

as to any other business that the member or the Requisitioning Members propose to bring before the General Meeting, a description in reasonable detail of the business desired to be brought before the General Meeting, the reasons for conducting such business at the General Meeting, the text, if any, of any resolutions or Memorandum of Association or Articles of Association amendment proposed for adoption, and any material interest in such business of each Proposing Person;

(c)

the name and address of the member or Requisitioning Members giving the notice, as they appear in the Register and the names and addresses of the other Proposing Persons (if any);

(d)

as to each Proposing Person:

(i)

such Proposing Person’s written consent to the public disclosure of information provided to the Company pursuant to this Article 13 and the following information:

(A)

the class or series and number of all shares of the Company which are, directly or indirectly, owned beneficially or of record by such Proposing Person or any of its affiliates or associates, including any shares of the Company as to which such Proposing Person or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future;

(B)

all Synthetic Equity Interests in which such Proposing Person or any of its affiliates or associates, directly or indirectly, holds an interest including a description of the material terms of each such Synthetic Equity Interest, including, identification of the counterparty to each such Synthetic Equity Interest and

(C)

any proxy, agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to, directly or indirectly, vote any shares;

(D)

any rights to dividends or other Distributions on the shares, directly or indirectly, owned beneficially by such Proposing Person that are separated or separable from the underlying shares;

(E)

any performance-related fees (other than an asset based fee) that such Proposing Person, directly or indirectly, is entitled to based on any increase or decrease in the value of shares or any Synthetic Equity Interests (the disclosures to be made pursuant to the foregoing clauses (A) through (E) are referred to, collectively, as “Material Ownership Interests”);

(F)

a description of the material terms of all agreements, arrangements or understandings (whether or not in writing) entered into by any Proposing Person or any of its affiliates or associates with any other person for the purpose of acquiring, holding, disposing or voting of any shares;

(G)

all information that would be required to be set out in a Schedule 13D filed pursuant to the Exchange Act and Rule 13d-1(a) or an amendment pursuant to Rule 13d-2 if such a statement were required to be filed under the Exchange Act by such Proposing Person and/or any of its respective affiliates or associates;

(H)

any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business or nomination proposed to be brought before the meeting pursuant to Applicable Law; and

(I)

(i) a description of all agreements, arrangements or understandings by and among any of the Proposing Persons, or by and among any Proposing Person and any other person (including with any proposed nominee(s)), pertaining to the

(e)

a statement whether or not the member or Requisitioning Members giving the notice and/or the other Proposing Person(s), if any, will deliver a proxy statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all of the shares required under Applicable Law to approve the proposal or, in the case of a Director Nomination, at least the percentage of voting power of all of the shares reasonably believed by such Proposing Person to be sufficient to appoint the nominee or nominees proposed to be nominated by such member or Requisitioning Members (such statement, the “Solicitation Statement”);

(f)

a supporting statement indicating the reasons for bringing such proposal.

13.3.4

A member or Requisitioning Members providing Timely Notice of a Director Nomination or other business proposed to be brought before a General Meeting shall further update and supplement such notice, if necessary, so that the information (including the Material Ownership Interests information) provided or required to be provided in such notice pursuant to the Articles shall be true and correct as of the record date for the meeting and as of the date that is 14 Clear Days before such General Meeting, and such update and supplement must be received by any Director at the Office not later than the close of business on the 7th Clear Day after the record date for the General Meeting and not later than the close of business on the 14th Clear Day before the date of the General Meeting. If a member or the Requisitioning Members do not comply with this Article 13 in providing notice of Director Nomination or other business proposed to be brought before a General Meeting, such notice shall not be deemed to be Timely Notice.

13.3.5

Only such persons who are nominated for appointment as a Director in accordance with the provisions of the Articles shall be eligible for appointment and to serve as Directors once appointed in accordance with the Articles and only such other business shall be conducted at a General Meeting as shall have been brought before the General Meeting in accordance with the provisions of the Articles. The Directors, a designated committee of the Directors or the chairperson of the Board shall have the power to determine whether a Director Nomination or any other business proposed to be brought before the General Meeting was made in accordance with the provisions of the Articles. If no determination is made as to whether any Director Nomination or other proposal was made in accordance with the provisions of the Articles, the presiding person of the General Meeting shall have the power and duty to determine whether the Director Nomination or other proposal was made in accordance with the provisions of the

13.3.6

Except as otherwise required by Applicable Law, nothing in this Article 13 shall obligate the Company or the Directors to include in any proxy statement or other member communication distributed on behalf of the Company or the Directors information with respect to any nominee for appointment of a Director or any other business submitted or proposed by a member.

13.3.7

Notwithstanding the foregoing provisions of this Article 13, if the nominating or proposing member or the Requisitioning Member(s) (or a qualified representative of the member or the Requisitioning Members) do not appear at the General Meeting to present a Director Nomination or any other business, such Director Nomination or other business shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Company. For purposes of this Article 13, to be considered a qualified representative of the proposing member or Requisitioning Members, a person must be authorised by a written instrument executed by such member or Requisitioning Members or an electronic transmission delivered by such member or Requisitioning Members to act for such member or Requisitioning Members as proxy at the meeting of members and such person must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, to the presiding person at the General Meeting. Provided, further that notwithstanding anything to the contrary in this Article 13, unless otherwise required by Applicable Law, if any member or Requisitioning Members giving the notice and/or the other Proposing Person(s), if any (i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act with respect to any Director Nominations and (ii) subsequently fails to comply with the requirements of Rule 14a-19 promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Company that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Company’s proxy statement, notice of meeting or other proxy materials for any General Meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Company (which proxies and votes shall be disregarded). If any member or Requisitioning Members provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such person shall deliver to the Company, no later than five business days before the date of the General Meeting and any adjournment or postponement of it, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

13.3.8

For purposes of the Articles, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable international or national news service or in a document publicly filed by the Company with the SEC pursuant to section 13, 14 or 15(d) of the Exchange Act or the rules of the Designated Stock Exchange.

13.3.9

Notwithstanding the foregoing provisions of these Articles, a member and the Requisitioning Members shall also comply with all applicable requirements of the Companies Law and all Applicable Law with respect to the matters set out in the Articles.

15.1.1

At least 14 Clear Days’ notice shall be given of every General Meeting, including without limitation, every General Meeting called for the passing of a Special Resolution.

15.1.2

A meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in Article 15.1.1, be deemed to have been duly called if it is so agreed:

(a)

in the case of an Annual General Meeting, by all the members entitled to attend and vote; and

(b)

in the case of any other General Meeting, a majority in number of members entitled to attend and vote, being a majority together holding not less than 90 per cent of the total voting rights of the members entitled to attend and vote.

15.1.3

Subject to the provisions of these Articles and to any restrictions imposed on any shares, notice of every General Meeting shall be given to all members, the Auditors (if any) and to every Director.

15.1.4

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

(a)

the members consent to an adjournment by passing an Ordinary Resolution;

(b)

the General Meeting Chair considers it necessary to restore order or to otherwise facilitate the proper conduct of the meeting; or

(c)

the General Meeting Chair considers it necessary for the safety of the people attending the meeting (including if there is insufficient room at the meeting venue to accommodate everyone who wishes to, and is entitled to, attend).

16.4.2

The General Meeting Chair at which a quorum is present must adjourn the meeting if requested to do so by the General Meeting.

16.4.3

Nothing in this Article 16.4 shall limit any other power vested in General Meeting Chair to adjourn the General Meeting.

16.4.4

No business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. If the General Meeting Chair adjourns a meeting, they may specify the time and place to which, and electronic platform (in the case of a General Meeting other than a physical General Meeting) via which, it is adjourned. Where a meeting is adjourned without specifying a new time and place and electronic platform (as applicable), the time and place and electronic platform (as applicable) for the adjourned meeting shall be fixed by the Directors.

16.4.5

All business conducted at any General Meeting up to the time the meeting has been adjourned shall be valid.

16.6.1

To facilitate the organisation and administration of any General Meeting, the Directors may decide that the meeting shall be held at two or more locations or solely as an electronic General Meeting.

16.6.2

For the purposes of these Articles, any General Meeting taking place at two or more locations shall be treated as taking place where the majority of Directors preside (the “principal meeting place”), and any other location where that General Meeting takes place is referred to in these Articles as a “satellite meeting”.

16.6.3

A member present in person or by proxy at a satellite meeting may be counted in the quorum and may exercise all rights that they would have been able to exercise if the member were present at the principal meeting place.

16.6.4

The Directors may make and change from time to time such arrangements as they shall, in their absolute discretion, consider appropriate to in the case of satellite meetings and electronic General Meetings:

(a)

ensure that all members wishing to attend the meeting can do so (in person or by proxy);

(b)

ensure that all persons attending the meeting are able to participate in the business of the meeting and hear anyone else addressing the meeting; and

(c)

in the case of satellite meetings:

(i)

ensure the safety of persons attending the meeting and the orderly conduct of the meeting; and

(ii)

restrict the numbers of persons at any one location to such number as can safely and conveniently be accommodated there.

16.6.5

The entitlement of any member to attend a satellite meeting (in person or by proxy) shall be subject to any such arrangements then in force and stated in the notice of meeting or adjourned meeting to apply to the meeting.

16.6.6

If there is a failure of communication equipment or any other failure in the arrangements for participation in the meeting at more than one place or an electronic General Meeting, the General Meeting Chair may adjourn the meeting in accordance with Article 16.4.1. Such an adjournment will not affect the validity of such meeting, or any business conducted at such meeting up to the point of adjournment, or any action taken pursuant to such meeting.

16.6.7

A person appointed by the Directors (a “satellite chair”) shall preside at each satellite meeting. Every satellite chair shall carry out all requests made of them by the General Meeting Chair, may take such action as he thinks necessary to maintain the proper and orderly conduct of the satellite meeting and shall have all powers necessary or desirable for such purposes.

(a)

subject to Article 17.1.2, all Procedural Resolutions put to the vote of the meeting shall be decided on a show of hands; and

(b)

all Substantive Resolutions put to the vote of the meeting shall be decided on a poll.

17.1.2

Subject to the Companies Law, if any resolution (as amended, if applicable) referred to in Article 17.1.1(a) above shall be decided on a show of hands, before or on the declaration of such a vote, a poll may be demanded by:

(a)

the General Meeting Chair;

(b)

at least two members having the right to vote on the resolution; or

(c)

a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote on the resolution (excluding the rights attaching to any shares held as treasury shares).

17.2.1

A demand for a poll in accordance with Article 17.1.2 may, before the poll is taken, be withdrawn but only with the consent of the General Meeting Chair. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

17.2.2

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

17.2.3

If a poll is duly demanded, it shall be taken at such time and in such manner as the General Meeting Chair directs and the results of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

17.2.4

In the event of an equality of votes at any General Meeting, the General Meeting Chair shall not be entitled to a second or casting vote.

17.2.5

A poll demanded on the election of the General Meeting Chair or on a question of adjournment shall be taken at the meeting in which it is demanded. A poll demanded on any other question shall be taken either at the meeting in which it is demanded or on such day and at such time and place as the General Meeting Chair directs not being more than 21 Clear Days after the poll is demanded.

18.1.1

Subject to any special rights, restrictions or prohibitions as regards voting attached by or in accordance with any Statement of Rights or these Articles:

(a)

on a show of hands, every member who is present in person and, subject to Article 18.1.1(b), every proxy present who has been duly appointed shall have one vote;

(b)

on a show of hands, a proxy has one vote for and one vote against the resolution if the proxy has been duly appointed by more than one member entitled to vote on the resolution, and the proxy has been instructed:

i.

by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; or

ii.

by one or more of those members to vote either for or against the resolution and by one or more other of those members to use their discretion as to how to vote; and

(c)

on a poll, every member present (including by proxy) shall have one vote for each share of which they are the Holder.

18.1.2

A proxy shall not be entitled to vote on a show of hands or on a poll where the member appointing the proxy would not have been entitled to vote on the resolution had they been present in person.

18.1.3

On a poll, a member entitled to more than one vote need not, if it votes, use all its votes or cast all the votes it uses in the same way.

18.4.1

Where any shares of the Company are held in trust for the Company, such shares shall not, for so long as they are so held, confer any right to vote at General Meetings.

18.4.2

No member shall, unless the Directors otherwise determine, be entitled in respect of any share held by them to vote either personally or by proxy at a shareholders’ meeting or to exercise any other right conferred by membership in relation to members’ meetings if any call or other sum presently payable by them to the Company in respect of that share remains unpaid.

18.6.1

The Directors may, at the expense of the Company, send by post or otherwise to the members instruments of proxy (with or without provision for their return prepaid) for use at any General Meeting or at any separate meeting of the Holders of any class of shares of the Company either in blank or nominating in the alternative any one or more of the Directors or any other persons. if for the purpose of any meeting invitations to appoint as proxy a person or one or more of a number of persons specified in the invitations are issued at the Company’s expense, they shall be issued to all (and not to some only) of the members entitled to be sent a notice of the meeting and to vote at such meeting by proxy.

18.6.2

The instrument appointing a proxy shall be in writing in any common form or as approved by the Directors and shall be under the hand of the appointor or of its attorney duly authorised in writing or if the appointor is a corporation either under Seal or under the hand of a duly authorised officer, attorney or other representative. A proxy need not be a member.

18.6.3

The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed shall:

(a)

be deposited at such place as is specified for that purpose by the notice convening the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or at such place and by such time as may be specified in relation to an adjourned meeting; or

(b)

in the case of a poll taken more than 48 hours after it is demanded, be deposited after the poll has been demanded and not less than 24 hours before the time appointed for taking the poll.

18.6.4

An instrument of proxy which is not deposited in the manner so required shall be valid only if it is approved by all the other members who are present at the meeting.

18.6.5

Unless the contrary is stated, the instrument appointing a proxy shall be as valid as well for any adjournment of the meeting as for the meeting to which it relates.

18.6.6

A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or incapacity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no notice in writing of such death, incapacity or revocation shall have been received by the Company at the Office before the commencement of the meeting or adjourned meeting at which such vote is cast.

19.1

Any corporation which is a member of the Company may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any shareholders’ meeting. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual member of the Company and such corporation shall, for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present.

19.2

Where a person is authorised under this Article 19 to represent a body corporate at a General Meeting, the Directors or the General Meeting Chair may require them to produce a certified copy of the resolution from which they derive their authority.

20.5.1

Except as may otherwise be required by Applicable Law, any Director (other than an alternate Director) may at their sole discretion and at any time appoint another Director to be their alternate Director and may at any time, terminate such appointment.

20.5.2

The appointment of an alternate Director shall terminate on the happening of any event which would cause them to vacate such office or if their appointor ceases to be a Director otherwise than by retirement at a General Meeting at which they are re-elected.

20.5.3

An alternate Director shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing them is not personally present and generally

20.5.4

An alternate Director shall not be entitled to receive from the Company in respect of their appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may, by notice to the Company, from time to time, direct.

20.6.1

The Directors may, from time to time, appoint one or more of their body to be the holder of any executive office on such terms and for such period as they may (subject to Applicable Law) determine and, without prejudice to the terms of any contract entered into in any particular case, may, at any time, revoke or vary the terms of any such appointment.

20.6.2

The Directors may entrust to and confer upon any Director holding any executive office any of the powers exercisable by them as Directors upon such terms and conditions and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and may, from time to time, or at any time, revoke, withdraw, alter or vary all or any of such powers.

21.2.1

Subject to the Companies Law, the Company may by ordinary resolution elect any person to be a Director either to fill a vacancy or as an addition to the existing Board. The Directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. Class I directors shall initially serve until the first Annual General Meeting following the initial effectiveness of these Articles (the “Classification Effective Time”); Class II directors shall initially serve until the second Annual General Meeting following the Classification Effective Time; and Class III directors shall initially serve until the third Annual General Meeting following the Classification Effective Time. At each succeeding Annual General Meeting of the Company, Directors shall be elected for a full term of three years to succeed the Directors of the class whose terms expire at such Annual General Meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and

21.2.2

Except as otherwise expressly required by Applicable Law, and subject to the special rights of the holders of one or more series of preferred stock to elect directors, any vacancies on the Board resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall be filled only by the affirmative vote of a majority of the directors then in office, or by a sole remaining director, and shall not be filled by the shareholders. Any Director appointed in accordance with the preceding sentence shall hold office for a term that shall coincide with the remaining term of the class to which the Director shall have been appointed and until such Director’s successor shall have been elected and qualified or until his or her earlier death, resignation, disqualification, retirement or removal. A vacancy in the Board shall be deemed to exist under these Articles in the case of the death, removal, resignation or disqualification of any Director.

21.3.4

retires at an Annual General Meeting in accordance with Article 21.2.1 and is not re-elected;

21.3.5

becomes bankrupt or makes any arrangement or composition with their creditors generally;

21.3.6

is subject to a court order in any jurisdiction on the ground (however formulated) of mental disorder for their detention or for the appointment of a guardian or for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to his property or affairs;

21.3.7

is absent from meetings of the Directors for six months without leave and the Directors resolve that their office be vacated;

21.3.8

is the subject of an investigation by the Jersey Financial Services Commission or any successor body or equivalent body in any foreign jurisdiction and the Directors resolve it is undesirable in the interest of the Company that the Director remains a Director of the Company;

21.3.9

has notice is served upon them, signed by all other Directors for the time being, to the effect that their office as Director shall, on receipt of such notice, be vacated. If the Director holds an appointment to an executive office, such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between the Director and the Company; or

22.2

The Directors’ powers shall be subject to the provisions of these Articles, to Applicable Law and to such regulations (being not inconsistent with any regulations or provisions of these Articles or Applicable Law) as may be prescribed by the Company in General Meeting, but no regulations made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if such regulations had not been made.

22.3

The general powers given by this Article 22 shall not be limited or restricted by any special authority or power given to the Directors by any other Article.

23.1.2

Any committee or subsidiary undertaking shall, unless the Directors otherwise resolve, have power to sub-delegate any of the powers or discretions delegated to it. Any committee shall consist of one or more Directors and (if thought fit) one or more other named person or persons to be co-opted.

23.1.3

Insofar as any such power or discretion is delegated to a committee or a subsidiary undertaking, any reference in these Articles to the exercise by the Directors of the power or discretion so delegated shall be read and construed as if it were a reference to the exercise by such committee or subsidiary undertaking. Any committee or subsidiary undertaking so formed shall in the exercise of the powers so delegated conform to any regulations which may, from time to time, be imposed by the Directors. Any such regulations may provide for or authorise the co-option to the committee of persons other than Directors and may provide for members who are not Directors to have voting rights as members of the committee. The Directors may revoke, vary or suspend any powers or discretions delegated pursuant to this Article 23.1 and shall remain responsible for the supervision and review of the exercise of such powers and discretions by any subsidiary undertaking or committee.

24.1.1

Subject to Applicable Law, a Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with their office of Director for such period and on such terms as to tenure of office, remuneration and otherwise as the Directors may determine.

(a)

may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is otherwise interested;

(b)

may be a director or other officer of or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested (a

(c)

shall not be required to disclose to the Company, or use in performing their duties as a Director, any information confidential to a third party, or relating to a Corporate Interest, if to make such disclosure or use would result in a breach of duty or obligation of confidence owed by them whether to such third party or in connection with such Corporate Interest, or otherwise;

(d)

shall not by reason of their office be accountable to the Company for any benefit which they derive from any such Corporate Interest, and no transaction or arrangement shall be liable to be avoided on the ground of any such Corporate Interest; and

(e)

may act by themselves or their firm in a professional capacity for the Company and they or their firm shall be entitled to remuneration for professional services as if they were not a Director.

24.1.3

Any Director who enters into a transaction or arrangement or has a relationship that is reasonably likely to be implicated under this Article 24 or that would reasonably be likely to affect a Director’s status as an “Independent Director” under Applicable Law or the rules of the Designated Stock Exchange shall disclose the nature of his or her interest in any such transaction or arrangement in which he is interested or any such relationship.

24.2.1

In recognition and anticipation that certain directors, principals, members, officers, associated funds, employees and/or other representatives of a member or its affiliates may serve as Directors, officers or agents of the Company, subject to Applicable Law, such member or its affiliates may now engage and may continue to engage in the same or similar activities or related business activities as those in which the Company, directly or indirectly, may engage, or which overlap with or compete with those in which the Company, directly or indirectly, may engage, and Directors who are not employees of the Company and their respective affiliates may now engage and continue to engage in the same or similar business activities as those in which the Company, directly or indirectly, may engage, or which overlap with or compete with those in which the Company, directly or indirectly, may engage.

24.2.2

No such person identified in Article 24.2.1 shall, subject to Applicable Law, have any duty to refrain from directly or indirectly engaging in the same or similar business activities or lines of business in which the Company or any of its affiliates now engages or proposes to engage or otherwise competing with the Company or any of its affiliates, and no such person shall be liable to the Company, its affiliates or its members for breach of any fiduciary duty solely by reason of the fact that such person engages in any such activities, and the Company renounces any interest, expectation or right to be offered an opportunity to participate in any business opportunity which may be a corporate opportunity for any such person. In the event any such person acquires knowledge of a potential transaction or other matter or business which may be a corporate opportunity for itself or themselves, such person, subject to Applicable Law,

25.1.1

Subject to the provisions of these Articles, the Directors may meet together for the despatch of business adjourn and otherwise regulate their meetings as they think fit.

25.1.2

At any time, any Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or via electronic mail or by telephone or in such other manner as the Board may from time to time determine. Any Director may waive notice of any meeting and any such waiver may be retroactive. Attendance at any meeting (in person or by remote communication) shall constitute waiver of notice, unless otherwise determined by the Board.

25.6.1

Any Director may, and the Secretary at the request of a Director shall, propose a written resolution by giving notice to the other Directors.

25.6.2

A Directors’ written resolution is adopted when a majority of the Directors who would have been entitled to vote on such resolution if it had been proposed at a meeting of the Directors have:

25.6.3

A Directors’ written resolution is not adopted if the number of Directors who have signed it is less than the quorum for Directors’ meetings.

25.6.4

Once a Directors’ written resolution has been adopted, it must be treated as if it had been a resolution passed at a Directors’ meeting in accordance with these Articles.

28.1

Subject to the Companies Law, the Secretary shall be appointed by the Directors on such terms and upon such conditions as they may think fit and may, at any time, be removed from office by the Directors, but without prejudice to any claim for damages for breach of any contract of

28.2

Anything required or authorised to be done by or to the Secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by or to any assistant or deputy secretary or if there is no assistant or deputy secretary capable of acting by or to any person authorised generally or specifically in that behalf by the Directors, provided that any provisions of these Articles requiring or authorising something to be done by or to a Director and the Secretary shall not be satisfied by it being done by or to the same person acting both as Director and as, or in place of, the Secretary.

28.3

The Company shall keep or cause to be kept at the Office a register of particulars with regard to its Secretary in the manner required by the Companies Law.

29.1

The Company may exercise the powers conferred by the Companies Law with regard to having a Seal, a Securities Seal and an official seal for use outside Jersey.

29.2

The Directors shall provide for the safe custody of the Seal, any Securities Seal and any other official seal adopted by the Company and no seal shall be used without the authority of the Directors or of a committee authorised by the Directors in that behalf. The Securities Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued.

29.3

Every instrument to which the Seal, the Securities Seal or any other official seal adopted by the Company shall be affixed (other than a certificate for or evidencing shares, debentures or other securities (including options) issued by the Company) shall be signed by one Director and the Secretary or by two Directors or by such person or persons who may be authorised by the Directors.

29.4

The powers vested in the Company by the Companies Law to adopt any seal shall be exercised by the Directors on behalf of the Company.

30.1

Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any document affecting the constitution of the Company and any resolution passed at a shareholders’ meeting or at a meeting of the Directors or any committee, and any book, record, document or account relating to the business of the Company, and to certify copies or extracts as true copies or extracts; and where any book, record, document or account is elsewhere than at the Office the local manager or other officer of the Company having the custody of such book, record, document or account shall be deemed to be a person appointed by the Directors.

30.2

A document purporting to be a copy of any such resolution, or an extract from the minutes of any such meeting, which is certified as provided for in this Article 30 shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.

31.3.2

fix the value of assets for distribution and make cash payments to some members based on the value so determined in order to adjust the rights of members; and

31.6.1

A dividend or other monies payable on or in respect of a share may be paid by any of the following:

(a)

if the member holding that share or other person entitled to that share nominates a bank account for that purpose, by wire transfer to that bank account; or

(b)

by cheque or warrant sent by post to the registered address of the member

31.8.1

The Directors may retain any dividend or other monies payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the monies payable to the Company in respect of that share.

31.8.2

The Directors may retain the dividends payable upon shares in respect of which any person is, under the provisions as to the transmission of shares in these Articles, entitled to become a member, or which any person is, under those provisions, entitled to transfer until such person shall become a member in respect of such shares or shall transfer the same.

31.8.3

The Company shall notify the person otherwise entitled to payment of the sum that it has been retained and how the retained sum has been applied.

31.10.1

All dividends unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.

31.10.2

Any dividend which has remained unclaimed for a period of 10 years from the date of declaration shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company and shall belong to the Company absolutely. The payment by the Directors of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect of such share.

32.1.1

The Directors may, with the sanction of an Ordinary Resolution, capitalise any sum standing to the credit of any of the Company’s reserve accounts (including any stated capital account, capital redemption reserve or other undistributable reserve) or any sum standing to the credit of the profit and loss account that is not required for the payment of a preferential dividend.

32.1.2

Such capitalisation shall be effected by appropriating such sum to the Holders of ordinary shares on the Register (including, if the Board determines it is appropriate, the Company in respect of any treasury shares held by it) at the close of business on the date of the resolution (or such other date as may be specified or determined in the

32.1.3

The Directors may do all acts and things considered necessary or expedient to give effect to any capitalisation, with full power to the Directors to make such provisions as they think fit for any fractional entitlements which would arise on the basis of this Article 32 (including provisions where fractional entitlements are disregarded or the benefit which accrues to the Company rather than to the members concerned). The Directors may authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for any such capitalisation and incidental matters and any and any agreement made under such authority shall be effective and binding on all concerned.

33.1.1

The Company shall keep accounting records which are sufficient to show and explain the Company’s transactions and are such as to:

(a)

disclose with reasonable accuracy at any time the financial position of the Company at that time; and

(b)

enable the Directors to ensure that any accounts prepared by the Company comply with requirements of Applicable Law.

33.1.2

The Directors shall prepare accounts of the Company made up to such date in each year as the Directors shall from time to time determine in accordance with and subject to Applicable Law.

33.4.1

The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Directors or, if authorised to do so, the audit committee of the Directors.

(a)

appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Directors; and

(b)

fix the auditor’s remuneration.

33.4.3

Every auditor of the Company shall have a right of access at all times to the books and accounts 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.

34.1.1

The Company may, subject to Applicable Law and these Articles, send or supply all types of notices, documents or information to members in hard copy, by electronic means and/or by making such notices, documents or information available on a website.

34.1.2

Any notice, document or information (including a share certificate) which is sent or supplied to any member by the Company (i) in hard copy form or (ii) in electronic form but to be delivered other than by electronic means and/or by means of a website, and which is either delivered personally or sent by post in a pre-paid cover and properly addressed, shall be deemed to have been received by the intended recipient at the time of delivery if delivered personally or at the expiration of 24 hours (or, where first-class mail is not employed, 48 hours) after the time when it was posted, and in proving such service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted. Notice may also be served by electronic communication in accordance with the rules of the Designated Stock Exchange or submitted to the SEC through its Electronic Data Gathering, Analysis and Retrieval system or by placing such notice on the Company’s website.

(a)

by electronic means: shall be deemed to have been received by the intended recipient 24 hours after it was sent, and in proving such receipt it shall be sufficient to show that such notice, document or information was properly addressed (provided that a notice or other document or information sent to the Company by electronic means shall not be treated as received by the Company if it is rejected by computer virus protection arrangements); or

(b)

by means of a website: shall be deemed to have been received when the material was first made available on the website or, if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.

34.1.4

Any member present at a General Meeting shall for all purposes be deemed to have received due notice of such meeting and where requisite of the purposes for which such meeting was convened.

34.1.5

The accidental failure to send or subsequent late sending of, or the non-receipt by any person entitled to, any notice of or other document (including, without limitation, by electronic means, where applicable) or information relating to any meeting or other

34.1.6

Notwithstanding any of the provisions of these Articles, any notice, other document or information to be given or provided by the Company to a Director or to a member may be given or provided in any manner agreed in advance by any such Director or member.

36.1

In so far as Applicable Law allows, every present or former Director or officer of the Company (or of a subsidiary undertaking) shall be indemnified out of the assets of the Company against any loss or liability incurred by them by reason of being or having been such a Director or officer.

36.2

The Directors may, without sanction of the Company in a General Meeting, authorise the purchase or maintenance by the Company for any Director or officer or former Director or officer of the Company (or of a subsidiary undertaking) of any such insurance as is permitted by Applicable Law in respect of any liability which would otherwise attach to such Director or officer or former Director or officer.

37.1

For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment or in order to make a determination of members for any other proper purpose, including, without limitation, for any dividend, distribution, allotment or issue, the Directors may fix a date as the record time for any such determination of members (the “Record Time”).

37.2

The Record Time for any dividend, distribution, allotment or issue may be on or at any time before any date on which such dividend, distribution, allotment or issue is paid or made and on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared. If no Record Time is fixed for any such dividend, distribution, allotment or issue, the date on which the resolution of the Directors is passed relating to it shall be the Record Time.

37.3

If no Record Time is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is sent shall be the Record Time for such determination of members. When a determination of members entitled to vote at any meeting has been made in the manner provided in this Article 37, such determination shall apply to any adjournment.