Exhibit 3.1

 

No. 1987067

 

 

 

BRITISH VIRGIN ISLANDS

BVI BUSINESS COMPANIES ACT, 2004

 

MEMORANDUM AND ARTICLES OF ASSOCIATION OF

 

DD3 ACQUISITION CORP.

 

FIRST INCORPORATED THE 23RD DAY OF JULY, 2018

 

AMENDED AND RESTATED THE 8TH DAY OF OCTOBER, 2018

 

 

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT

 

MEMORANDUM OF ASSOCIATION

 

OF

 

DD3 ACQUISITION CORP.

 

A COMPANY LIMITED BY SHARES

 

1.

DEFINITIONS AND INTERPRETATION

 

1.1.

In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context:

 

“Act” means the BVI Business Companies Act and includes the BVI Business Companies Regulations, 2012 and any other regulations made under the Act;

 

“AGM” means an annual general meeting of the Members;

 

“Amendment” has the meaning ascribed to it in Regulation 25.11;

 

“Amendment Redemption Event” has the meaning ascribed to it in Regulation 25.11;

 

“Approved Amendment” has the meaning ascribed to it in Regulation 25.11;

 

“Articles” means the Company’s articles of association (attached to this Memorandum), and "Article" shall be construed accordingly;

 

“Automatic Redemption Event” shall have the meaning given to it in Regulation 25.2;

 

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

 

“Business Combination” shall mean the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction, with a Target Business at Fair Value;

 

 

“Business Combination Articles” means Regulation 25 relating to the Company’s obligations regarding the consummation of a Business Combination;

 

“Business Days” means a day other than a Saturday or Sunday or any other day on which commercial banks in New York are required or are authorised to be closed for business;

 

“Chairman of the Board” has the meaning specified in Regulation 13;

 

“Class A Preferred Shares” has the meaning ascribed to it in Clause 7.1;

 

“Class B Preferred Shares” has the meaning ascribed to it in Clause 7.1;

 

“Class C Preferred Shares” has the meaning ascribed to it in Clause 7.1;

 

“Class D Preferred Shares” has the meaning ascribed to it in Clause 7.1;

 

“Class E Preferred Shares” has the meaning ascribed to it in Clause 7.1;

 

“Class I Directors” has the meaning ascribed to it in Regulation 9.1(b);

 

“Class II Directors” has the meaning ascribed to it in Regulation 9.1(b);

 

“Class III Directors” has the meaning ascribed to it in Regulation 9.1(b);

 

“Designated Stock Exchange” means the Over-the-Counter Bulletin Board, the Global Select System, Global System or the Capital Market of the Nasdaq Stock Market LLC., the NYSE MKT or the New York Stock Exchange, as applicable; provided, however, that until the Shares are listed on any such Designated Stock Exchange, rules of such Designated Stock Exchange shall be inapplicable to the Company and this Memorandum or the Articles;

 

“Distribution” in relation to a distribution by the Company means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of the Member in relation to Shares held by a Member, and whether by means of a purchase of an asset, the redemption or other acquisition of Shares, a distribution of indebtedness or otherwise, and includes a dividend;

 

 

“Eligible Person” means individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;

 

“Enterprise” means the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which an Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent;

 

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended,

 

“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all legal fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses, in each case reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses shall also include any or all of the foregoing expenses incurred in connection with all judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred (whether by an Indemnitee, or on his behalf) in connection with such Proceeding or any claim, issue or matter therein, or any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, but shall not include amounts paid in settlement by an Indemnitee or the amount of judgments or fines against an Indemnitee;

 

 

“Fair Value” shall mean a value at least equal to 80% of the balance in the Trust Account (excluding any taxes payable thereon) at the time of the execution of a definitive agreement for a Business Combination;

 

“FINRA” means the Financial Industry Regulatory Authority of the United States;

 

“Initial Member” means the Sponsor, the directors and officers of the Company or their respective affiliates who hold Shares prior to the IPO;

 

“Insider” means any officer, director or pre-IPO Member (and their respective affiliates);

 

“IPO” means the initial public offering of securities and warrants or other rights to receive or subscribe for securities of the Company;

 

“Member” means an Eligible Person whose name is entered in the register of members of the Company as the holder of one or more Shares or fractional Shares;

 

“Memorandum” means this memorandum of association of the Company;

 

“Ordinary Shares” has the meaning ascribed to it in Clause 7.1;

 

“Per-Share Redemption Price” means:

 

(a)

with respect to an Automatic Redemption Event, the aggregate amount on deposit in the Trust Account (including any interest earned thereon not previously released to the Company for the payment of taxes, but net of taxes payable, and less up to $50,000 of interest to pay liquidation expenses) divided by the number of then outstanding Public Shares;

 

(b)

with respect to an Amendment Redemption Event, the aggregate amount on deposit in the Trust Account (including any interest earned thereon not previously released to the Company for the payment of taxes) divided by the number of then outstanding Public Shares; and

 

 

(c)

with respect to either a Tender Redemption Offer or a Redemption Offer, the aggregate amount then on deposit in the Trust Account on the date that is two Business Days prior to the consummation of the Business Combination (including any interest earned thereon not previously released to the Company for the payment of taxes), divided by the number of then outstanding Public Shares;

 

“person” includes individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;

 

“Preferred Shares” has the meaning ascribed to it in Clause 7.1;

 

“Proceeding” means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the name of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative nature, in which an Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that such Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a director, officer, employee or adviser of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee, adviser or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under these Articles;

 

“Public Shares” means the Shares issued in the IPO;

 

“Redemption Offer” has the meaning ascribed to it in Regulation 25.5(b);

 

“Registrar” means the Registrar of Corporate Affairs in the British Virgin Islands, appointed under the Act;

 

“Registration Statement” has the meaning ascribed to it in Regulation 25.10;

 

 

“relevant system” means a relevant system for the holding and transfer of shares in uncertificated form;

 

“Resolution of Directors” means either:

 

(a)

a resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a majority of the directors present at the meeting who voted except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority; or

 

(b)

a resolution consented to in writing by a majority of directors or by a majority of members of a committee of directors of the Company, as the case may be;

 

“Resolution of Members” means:

 

(a)

following the consummation of the Company's IPO but prior to the consummation of a Business Combination in relation to any resolution seeking to amend or vary the rights of the Ordinary Shares (unless such amendment or variation is for the purposes or approving, or in conjunction with, the consummation of a Business Combination), a resolution approved at a duly convened and constituted meeting of the Members of the Company by the affirmative vote of the holders of at least sixty-five percent (65%) of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted; or

 

(b)

in all other cases (including in relation to any resolution seeking to amend or vary the rights of the Ordinary Shares where such amendment or variation is for the purposes or approving, or in conjunction with, the consummation of a Business Combination), a resolution approved at a duly convened and constituted meeting of the Members of the Company by the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted;

 

 

“Seal” means any seal which has been duly adopted as the common seal of the Company, and shall include reference to an electronic seal which satisfies the requirements of the Electronic Transactions Act, 2001 (No. 5 of 2001);

 

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

 

“Securities” means Shares and debt obligations of every kind of the Company, and including without limitation options, warrants and rights to acquire shares or debt obligations;

 

“Securities Act” means the United States Securities Act of 1933, as amended;

 

“Share” means a share issued or to be issued by the Company;

 

“Sponsor” means DD3 Mex Acquisition Corp, a company incorporated in Mexico;

 

“Target Business” means any businesses or entity with whom the Company wishes to undertake a Business Combination;

 

“Target Business Acquisition Period” shall mean the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company’s IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

 

“Tender Redemption Offer” has the meaning ascribed to it in Regulation 25.5(a);

 

“Termination Date” has the meaning given to it in Regulation 25.2;

 

“Treasury Share” means a Share that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled; and

 

“Trust Account” shall mean the trust account established by the Company prior to the IPO and into which a certain amount of the IPO proceeds and the proceeds from a simultaneous private placement of like units comprising like securities to those in included in the IPO by the Company are deposited, interest on the balance of which may be released to the Company from to time to time to pay the Company’s income or other tax obligations; and

 

 

“written” or any term of like import includes all forms of writing, including all electronic records which satisfy the requirements of the Electronic Transactions Act, 2001 (No. 5 of 2001), including (but not limited to) information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and “in writing” shall be construed accordingly.

 

1.2.

In the Memorandum and the Articles, unless the context otherwise requires a reference to:

 

(a)

a “Regulation” or “Regulation” is a reference to a regulation or sub-regulation of the Articles;

 

(b)

a “Clause” is a reference to a clause of the Memorandum;

 

(c)

voting by Members is a reference to the casting of the votes attached to the Shares held by the Member voting;

 

(d)

reference to a thing being "signed" or to a person's "signature" shall include reference to an electronic signature which satisfies the requirements of the Electronic Transactions Act, 2001 (No. 5 of 2001);

 

(e)

the Act, the Memorandum or the Articles is a reference to the Act or those documents as amended from time to time or, in the case of the Act any re-enactment thereof; and

 

(f)

the singular includes the plural and vice versa, the masculine shall include the feminine and the neuter and references to persons shall include corporations, companies and all entities capable of having a legal existence.

 

1.3.

Any words or expressions defined in the Act shall have the same meaning in the Memorandum and Articles and unless otherwise required by the context or unless otherwise defined in this Memorandum or the Articles.

 

 

1.4.

Where a period of time is expressed as a number of days, the days on which the period begins and ends are not included in the computation of the number of days.

 

1.5.

Any reference to a “month” shall be construed as a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month and a reference to a period of several months shall be construed accordingly.

 

1.6.

Headings are inserted for convenience only and shall be disregarded in the construction of or the interpretation of the Memorandum and Articles.

 

1.7.

Reference to a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation.

 

2.

NAME

 

2.2.

The name of the Company is DD3 Acquisition Corp.

 

2.3.

The directors or Members may from time to time change the Company's name by Resolution of Directors or Resolution of Members. The directors shall give notice of such resolution to the registered agent of the Company, and authorise and instruct the registered agent to file an application for change of name with the Registrar, and any such change will take effect from the date of the certificate of change of name issued by the Registrar.

 

3.

STATUS

 

3.2.

The Company is a company limited by shares.

 

3.3.

The liability of each Member is limited to:

 

(a)

the amount from time to time unpaid on that Member's shares;

 

(b)

any liability expressly provided for in the Memorandum or the Articles; and

 

(c)

any liability to repay a distribution pursuant to section 58(1) of the Act.

 

 

4.

REGISTERED AGENT

 

4.2.

The first registered agent of the Company is Intertrust Corporate Services (BVI) Limited, Ritter House, Wickhams Cay II, P.O. Box 4041, Road Town, Tortola, British Virgin Islands.

 

4.3.

The directors or Members may from time to time change the Company's registered agent by Resolution of Directors or Resolution of Members. The directors shall give notice of such resolution to the registered agent of the Company (meaning the existing registered agent), and authorise and instruct the registered agent to file a notice of change of registered agent with the Registrar, and any such change of registered agent will take effect from the date of the registration by the Registrar of such notice.

 

5.

REGISTERED OFFICE

 

5.2.

The first registered office of the Company is at Ritter House, Wickhams Cay II, P.O. Box 4041, Road Town, Tortola, British Virgin Islands, the office of the first registered agent.

 

5.3.

The directors or Members may from time to time change the Company's registered office by Resolution of Directors or Resolution of Members, provided that the Company's registered office shall at all times be the office of the registered agent. The directors shall give notice of such resolution to the registered agent of the Company, and authorise and instruct the registered agent to file a notice of change of registered office with the Registrar, and any such change of registered office will take effect from the date of the registration by the Registrar of such notice.

 

6.

CAPACITY AND POWERS

 

6.2.

Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit:

 

(a)

full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and

 

(b)

for the purposes of paragraph (a), full rights, powers and privileges.

 

 

6.3.

For the purposes of section 9(4) of the Act, there are subject to Clause 6.2 and Regulation 25 no limitations on the business that the Company may carry on.

 

7.

NUMBER AND CLASSES OF SHARES

 

7.1

The Company is authorised to issue an unlimited number of shares of no par value divided into six classes of shares as follows:

 

(a)

Ordinary shares of no par value ("Ordinary Shares");

 

(b)

Class A preferred shares of no par value ("Class A Preferred Shares");

 

(c)

Class B preferred shares of no par value ("Class B Preferred Shares");

 

(d)

Class C preferred shares of no par value ("Class C Preferred Shares");

 

(e)

Class D preferred shares of no par value ("Class D Preferred Shares"); and

 

(f)

Class E preferred shares of no par value ("Class E Preferred Shares" and together with the Class A Preferred Shares, the Class B Preferred Shares, Class C Preferred Shares and the Class D Preferred Shares being referred to as the "Preferred Shares").

 

7.2

The Company may issue fractional Shares and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares.

 

7.3

The Company may issue a class of Shares in one or more series. The division of a class of Shares into one or more series and the designation to be made to each series shall be determined by the directors from time to time.

 

 

8.

RIGHTS CONFERRED BY SHARES

 

8.2.

Each Ordinary Share in the Company confers upon the Member (unless waived by such Member):

 

(a)

subject to Clause 13, the right to one vote at a meeting of the Members of the Company or on any Resolution of Members;

 

(b)

the right to be redeemed on an Automatic Redemption Event in accordance with Regulation 25.2 or pursuant to either a Tender Redemption Offer or Redemption Offer in accordance with Regulation 25.5 or pursuant to an Amendment Redemption Event in accordance with Regulation 25.11;

 

(c)

the right to an equal share with each other Ordinary Share in any dividend paid by the Company; and

 

(d)

subject to satisfaction of and compliance with Regulation 25, the right to an equal share with each other Ordinary Share in the distribution of the surplus assets of the Company on its liquidation.

 

8.3.

The rights, privileges, restrictions and conditions attaching to the Preferred Shares shall be stated in this Memorandum, which shall be amended accordingly prior to the issue of such Preferred Shares. Such rights, privileges, restrictions and conditions may include:

 

(a)

the number of shares and series constituting that class and the distinctive designation of that class;

 

(b)

the dividend rate of the Preferred Shares of that class, if any, whether dividends shall be cumulative, and, if so, from which date or dates, and whether they shall be payable in preference to, or in relation to, the dividends payable on any other class or classes of Preferred Shares;

 

(c)

whether that class shall have voting rights, and, if so, the terms of such voting rights;

 

(d)

whether that class shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;

 

 

(e)

whether or not the Preferred Shares of that class shall be redeemable, and, if so, the terms and conditions of such redemption, including the manner of selecting Shares for redemption if less than all Preferred Shares are to be redeemed, the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount maybe less than fair value and which may vary under different conditions and at different dates;

 

(f)

whether that class shall be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of Preferred Shares of that class, and, if so, the terms and amounts of such sinking fund;

 

(g)

the right of the Preferred Shares of that class to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional Preferred Shares (including additional Preferred Shares of such class of any other class) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition or any subsidiary of any outstanding Preferred Shares of the Company;

 

(h)

the right of the Preferred Shares of that class in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and whether such rights be in preference to, or in relation to, the comparable rights or any other class or classes of Preferred Shares; and

 

(i)

any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of that class.

 

8.4.

The directors may at their discretion by Resolution of Directors redeem, purchase or otherwise acquire all or any of the Shares in the Company subject to Regulation 3 and Regulation 25 of the Articles.

 

 

8.5.

The directors have the authority and the power by Resolution of Directors:

 

(a)

to authorise and create additional classes of shares; and

 

(b)

(subject to the provisions of Clause 8.3) to fix the designations, powers, preferences, rights, qualifications, limitations and restrictions, if any, appertaining to any and all classes of shares that may be authorised to be issued under this Memorandum.

 

9.

VARIATION OF RIGHTS

 

9.2.

Unless the proposed variation is for the purposes of approving, or in conjunction with, the consummation of a Business Combination, prior to a Business Combination but subject always to the limitations set out in Clause 13 in respect of amendments to the Memorandum and Articles, the rights attached to the Ordinary Shares as specified in Clause 8.2 may only, whether or not the Company is being wound up, be varied by a resolution passed at a meeting by the holders of at least sixty-five percent (65%) of the total number of Ordinary Shares that have voted (and are entitled to vote thereon) in relation to any such resolution, unless otherwise provided by the terms of issue of such class.

 

9.3.

In the case of a proposed variation that (a) is for the purposes of approving, or in conjunction with, the consummation of a Business Combination; or (b) is after the consummation of a Business Combination, the rights attached to the Ordinary Shares as specified in Clause 8.2 may only, whether or not the Company is being wound up, be varied by a resolution passed at a meeting by the holders of more than fifty percent (50%) of the Ordinary Shares present at a duly convened and constituted meeting of the Members of the Company holding Ordinary Shares which were present at the meeting and voted unless otherwise provided by the terms of issue of such class.

 

 

9.4.

The rights attached to any class of Preferred Shares in issue as specified in Clause 8.3 may only, whether or not the Company is being wound up, be varied by a resolution passed at a meeting by the holders of more than fifty percent (50%) of the Preferred Shares of that same class present at a duly convened and constituted meeting of the Members of the Company holding Preferred Shares in such class which were present at the meeting and voted unless otherwise provided by the terms of issue of such class.

 

10.

RIGHTS NOT DEEMED TO BE VARIED

 

10.2.

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

 

10.3.

The creation, designation or issue of Preferred Shares with rights and privileges ranking in priority to an existing class of shares is deemed not to be a variation of the rights of such existing class and may in accordance with this Memorandum and the Articles be effected by Resolution of Directors without shareholder approval.

 

11.

REGISTERED SHARES

 

11.1

The Company shall issue registered shares only.

 

11.2

The Company is not authorised to issue bearer shares, convert registered shares to bearer shares or exchange registered shares for bearer shares.

 

12.

TRANSFER OF SHARES

 

12.1

The Company shall, on receipt of an instrument of transfer complying with Regulation 6.1 of the Articles, enter the name of the transferee of a Share in the register of members unless the directors resolve to refuse or delay the registration of the transfer for reasons that shall be specified in a Resolution of Directors.

 

12.2

The directors may not resolve to refuse or delay the transfer of a Share unless the Member has failed to pay an amount due in respect of the Share.

 

 

13.

AMENDMENT OF MEMORANDUM AND ARTICLES

 

13.2.

Subject to Clause 9, the Company may amend its Memorandum or Articles by a Resolution of Members or by a Resolution of Directors, save that no amendment may be made by a Resolution of Directors:

 

(a)

to restrict the rights or powers of the Members to amend the Memorandum or Articles; or

 

(b)

to change the percentage of Members required to pass a Resolution of Members to amend the Memorandum or Articles; or

 

(c)

in circumstances where the Memorandum or Articles cannot be amended by the Members; or

 

(d)

to Clauses 9, 10, this Clause 13 or Regulation 25 (or any of the defined terms used in any such Clause or Regulation).

 

13.3.

Any amendment of this Memorandum or the Articles will take effect from the date that the notice of amendment, or restated Memorandum and Articles incorporating the amendment, is registered by the Registrar or from such other date as determined pursuant to the Act.

 

13.4.

Notwithstanding Clause 13.2, no amendment may be made to the Memorandum or Articles by a Resolution of Members to amend:

 

(a)

Regulation 25 prior to the Business Combination unless the holders of the Public Shares are provided with the opportunity to redeem their Public Shares upon the approval of any such amendment in the manner and for the price as set out in Regulation 25.11; or

 

(b)

Regulation 9.1(b) or this Clause 13.4 during the Target Business Acquisition Period.

 

 

We, Intertrust Corporate Services (BVI) Limited of Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign our name to this Memorandum of Association this 23rd day of July, 2018.

 

Incorporator

 

Sgd. Shanica Maduro-Christopher

 

For and on behalf of

Intertrust Corporate Services (BVI) Limited

 

 

TERRITORY OF THE BRITISH VIRGIN ISLANDS

 

THE BVI BUSINESS COMPANIES ACT

 

ARTICLES OF ASSOCIATION

 

OF

 

DD3 ACQUISITION CORP.

 

A COMPANY LIMITED BY SHARES

 

1.

REGISTERED SHARES

 

1.1.

Every Member is entitled to a certificate signed by a director of the Company or under the Seal specifying the number of Shares held by him and the signature of the director and the Seal may be facsimiles.

 

1.2.

Any Member receiving a certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a Resolution of Directors.

 

1.3.

If several Eligible Persons are registered as joint holders of any Shares, any one of such Eligible Persons may give an effectual receipt for any Distribution.

 

1.4.

Nothing in these Articles shall require title to any Shares or other Securities to be evidenced by a certificate if the Act and the rules of the Designated Stock Exchange permit otherwise.

 

1.5.

Subject to the Act and the rules of the Designated Stock Exchange, the Board of Directors without further consultation with the holders of any Shares or Securities may resolve that any class or series of Shares or other Securities in issue or to be issued from time to time may be issued, registered or converted to uncertificated form and the practices instituted by the operator of the relevant system. No provision of these Articles will apply to any uncertificated shares or Securities to the extent that they are inconsistent with the holding of such shares or securities in uncertificated form or the transfer of title to any such shares or securities by means of a relevant system.

 

1.6.

Conversion of Shares held in certificated form into Shares held in uncertificated form, and vice versa, may be made in such manner as the Board of Directors, in its absolute discretion, may think fit (subject always to the requirements of the relevant system concerned). The Company or any duly authorised transfer agent shall enter on the register of members how many Shares are held by each member in uncertificated form and certificated form and shall maintain the register of members in each case as is required by the relevant system concerned. Notwithstanding any provision of these Articles, a class or series of Shares shall not be treated as two classes by virtue only of that class or series comprising both certificated shares and uncertificated shares or as a result of any provision of these Articles which applies only in respect of certificated shares or uncertificated shares.

 

 

1.7.

Nothing contained in Regulation 1.5 and 1.6 is meant to prohibit the Shares from being able to trade electronically. For the avoidance of doubt, Shares shall only be traded and transferred electronically upon consummation of the IPO.

 

2.

SHARES

 

2.1.

Subject to the provisions of these Articles and, where applicable, the rules of the Designated Stock Exchange, the unissued Shares and other Securities may be issued at such times, to such Eligible Persons, for such consideration and on such terms as the directors may by Resolution of Directors determine.

 

2.2.

Without prejudice to any special rights previously conferred on the holders of any existing Preferred Shares or class of Preferred Shares, any class of Preferred Shares may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting or otherwise as the directors may from time to time determine.

 

2.3.

Section 46 of the Act (Pre-emptive rights) does not apply to the Company.

 

2.4.

A Share may be issued for consideration in any form, including money, a promissory note, or other written obligation to contribute money or property, real property, personal property (including goodwill and knowhow), services rendered or a contract for future services.

 

2.5.

No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating:

 

(a)

the amount to be credited for the issue of the Shares;

 

(b)

their determination of the reasonable present cash value of the non-money consideration for the issue; and

 

(c)

that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares.

 

2.6.

The Company shall keep a register (the “register of members”) containing:

 

(a)

the names and addresses of the Eligible Persons who hold Shares;

 

(b)

the number of each class and series of Shares held by each Member;

 

(c)

the date on which the name of each Member was entered in the register of members; and

 

(d)

the date on which any Eligible Person ceased to be a Member.

 

 

2.7.

The register of members may be in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the directors otherwise determine, the magnetic, electronic or other data storage form shall be the original register of members.

 

2.8.

A Share is deemed to be issued when the name of the Member is entered in the register of members.

 

2.9.

Subject to the provisions of the Act and the Business Combination Articles, Shares may be issued on the terms that they are redeemable, or at the option of the Company be liable to be redeemed on such terms and in such manner as the directors before or at the time of the issue of such Shares may determine. The directors may issue options, warrants or convertible securities or securities or a similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or Securities on such terms as the directors may from time to time determine. Notwithstanding the foregoing, the directors may also issue options, warrants, other rights to acquire shares or convertible securities in connection with the Company's IPO.

 

3.

REDEMPTION OF SHARES AND TREASURY SHARES

 

3.1.

The Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of Members whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without their consent.

 

3.2.

The Company may only offer to purchase, redeem or otherwise acquire Shares if the Resolution of Directors authorising the purchase, redemption or other acquisition contains a statement that the directors are satisfied, on reasonable grounds, that immediately after the acquisition the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

 

3.3.

Sections 60 (Process for acquisition of own shares), 61 (Offer to one or more shareholders) and 62 (Shares redeemed otherwise than at the option of company) of the Act shall not apply to the Company.

 

3.4.

Shares that the Company purchases, redeems or otherwise acquires may be cancelled or held as Treasury Shares provided that the number of Shares purchased, redeemed or otherwise acquired and held as Treasury Shares, when aggregated with shares of the same class already held by the company as Treasury Shares, may not exceed 50% of the Shares of that class previously issued by the Company, excluding Shares that have been cancelled. Shares which have been cancelled shall be available for reissue.

 

3.5.

All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share.

 

 

3.6.

Treasury Shares may be transferred or disposed of by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and Articles) as the Company may by Resolution of Directors determine.

 

3.7.

Where Shares are held by another body corporate of which the Company holds, directly or indirectly, shares having more than 50 per cent of the votes in the election of directors of the other body corporate, all rights and obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.

 

4.

MORTGAGES AND CHARGES OF SHARES

 

4.1.

Members may mortgage or charge their Shares.

 

4.2.

There shall be entered in the register of members at the written request of the Member:

 

(a)

a statement that the Shares held by him are mortgaged or charged;

 

(b)

the name of the mortgagee or chargee; and

 

(c)

the date on which the particulars specified in subparagraphs (a) and (b) are entered in the register of members.

 

4.3.

Where particulars of a mortgage or charge are entered in the register of members, such particulars may be cancelled:

 

(a)

with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf; or

 

(b)

upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable.

 

4.4.

Whilst particulars of a mortgage or charge over Shares are entered in the register of members pursuant to this Regulation:

 

(a)

no transfer of any Share the subject of those particulars shall be effected;

 

(b)

the Company may not purchase, redeem or otherwise acquire any such Share; and

 

(c)

no replacement certificate shall be issued in respect of such Shares,

 

without the written consent of the named mortgagee or chargee.

 

 

5.

FORFEITURE

 

5.1.

Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation and for this purpose Shares issued for a promissory note or a contract for future services are deemed to be not fully paid.

 

5.2.

A written notice of call specifying the date for payment to be made shall be served on the Member who defaults in making payment in respect of the Shares.

 

5.3.

The written notice of call referred to in Regulation 5.2 shall name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made will be liable to be forfeited.

 

5.4.

Where a written notice of call has been issued pursuant to Regulation 5.3 and the requirements of the notice have not been complied with, the directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates.

 

5.5.

The Company is under no obligation to refund any moneys to the Member whose Shares have been cancelled pursuant to Regulation 5.4 and that Member shall be discharged from any further obligation to the Company.

 

6.

TRANSFER OF SHARES

 

6.1.

Subject to the Memorandum, certificated Shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company at the office of its registered agent for registration. A Member shall be entitled to transfer uncertificated Shares by means of a relevant system and the operator of the relevant system shall act as agent of the Members for the purposes of the transfer of such uncertificated Shares.

 

6.2.

The transfer of a Share is effective when the name of the transferee is entered on the register of members.

 

6.3.

If the directors of the Company are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may resolve by Resolution of Directors:

 

(a)

to accept such evidence of the transfer of Shares as they consider appropriate; and

 

(b)

that the transferee’s name should be entered in the register of members notwithstanding the absence of the instrument of transfer.

 

6.4.

Subject to the Memorandum, the personal representative of a deceased Member may transfer a Share even though the personal representative is not a Member at the time of the transfer.

 

 

7.

CHANGES IN AUTHORIZED SHARES

 

7.1.

The Company may by Resolution of Directors or Resolution of Members:

 

(a)

divide its shares, including issued shares, into a larger number of shares; or

 

(b)

combine its shares, including issued shares, into a smaller number of shares;

 

(c)

cancel any Ordinary Shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person; or

 

(d)

create new classes of shares with preferences to be determined by a Resolution of Directors to amend the Memorandum and these Articles to create new classes of shares with such preferences at the time of authorization, although any such new classes of shares, with the exception of the Preferred Shares, may only be created with prior shareholder approval.

 

7.2.

A division or combination of shares pursuant to Regulation 7.1, including issued shares, of a class or series shall be for a larger or smaller number, as the case may be, of shares in the same class or series.

 

7.3.

The Company shall not divide its shares under Regulation 7.1(a) or Regulation 7.2 if it would cause the maximum number of shares that the Company is authorized to issue by its Memorandum to be exceeded.

 

7.4.

Where par value shares are divided or combined under this Regulation 7, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares.

 

8.

MEETINGS AND CONSENTS OF MEMBERS

 

8.1.

Any director of the Company may convene meetings of the Members at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable.

 

8.2.

Upon the written request of Members entitled to exercise 30 percent or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene a meeting of Members.

 

8.3.

The director convening a meeting shall give not less than 10 days’ notice of a meeting of Members to:

 

(a)

those Members whose names on the date the notice is given appear as Members in the register of members of the Company and are entitled to vote at the meeting; and

 

(b)

the other directors.

 

8.4.

The director convening a meeting of Members may fix as the record date for determining those Members that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice.

 

 

8.5.

A meeting of Members held in contravention of the requirement to give notice is valid if Members holding at least 90 per cent of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Member at the meeting shall constitute waiver in relation to all the Shares which that Member holds.

 

8.6.

The inadvertent failure of a director who convenes a meeting to give notice of a meeting to a Member or another director, or the fact that a Member or another director has not received notice, does not invalidate the meeting.

 

8.7.

A Member may be represented at a meeting of Members by a proxy who may speak and vote on behalf of the Member.

 

8.8.

The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. The notice of the meeting may specify an alternative or additional place or time at which the proxy shall be presented.

 

8.9.

The instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Member appointing the proxy.

 

 

8.10.

The following applies where Shares are jointly owned:

 

(a)

if two or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting of Members and may speak as a Member;

 

(b)

if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and

 

(c)

if two or more of the joint owners are present in person or by proxy they must vote as one.

 

8.11.

A Member shall be deemed to be present at a meeting of Members if he participates by telephone or other electronic means and all Members participating in the meeting are able to hear each other.

 

 

8.12.

A meeting of Members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 per cent of the votes of the Shares or class or series of Shares entitled to vote on Resolutions of Members to be considered at the meeting. If the Company has two or more classes of shares, a meeting may be quorate for some purposes and not others. A quorum may comprise a single Member or proxy and then such person may pass a Resolution of Members and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Members.

 

8.13.

If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

 

8.14.

At every meeting of Members, the Chairman of the Board shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present at the meeting, the Members present shall choose one of their number to be the chairman. If the Members are unable to choose a chairman for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual Member or representative of a Member present shall take the chair.

 

8.15.

The chairman may, with the consent of the meeting, adjourn any 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.

 

8.16.

At any meeting of the Members the chairman is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.

 

8.17.

Subject to the specific provisions contained in this Regulation for the appointment of representatives of Eligible Persons other than individuals the right of any individual to speak for or represent a Member shall be determined by the law of the jurisdiction where, and by the documents by which, the Eligible Person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any Member or the Company.

 

 

8.18.

Any Eligible Person other than an individual which is a Member may by resolution of its directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Members or of any class of Members, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Eligible Person which he represents as that Eligible Person could exercise if it were an individual.

 

8.19.

The chairman of any meeting at which a vote is cast by proxy or on behalf of any Eligible Person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such Eligible Person shall be disregarded.

 

8.20.

Directors of the Company may attend and speak at any meeting of Members and at any separate meeting of the holders of any class or series of Shares.

 

8.21.

Until the consummation of the Company's IPO, any action that may be taken by the Members at a meeting may also be taken by a Resolution of Members consented to in writing by a majority of the votes of Shares entitled to vote and voting thereon, without the need for any notice, but if any Resolution of Members is adopted otherwise than by the unanimous written consent of all Members, a copy of such resolution shall forthwith be sent to all Members not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Members. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Eligible Persons holding a sufficient number of votes of Shares to constitute a Resolution of Members have consented to the resolution by signed counterparts. Following the Company’s IPO, any action required or permitted to be taken by the Members of the Company must be effected by a meeting of the Company, such meeting to be duly convened and held in accordance with these Articles.

 

9.

DIRECTORS

 

9.1.

The first directors of the Company shall be appointed by the first registered agent within 30 days of the incorporation of the Company; and thereafter, the directors shall be elected:

 

(a)

subject to Regulation 9.1(b), by Resolution of Members or by Resolution of Directors for such term as the Members or directors determine;

 

(b)

immediately prior to the consummation of an IPO, the directors shall pass a Resolution of Directors dividing themselves into three classes, being the class I directors (the “Class I Directors”), the class II directors (the “Class II Directors”) and the class III directors (the “Class III Directors”). The number of directors in each class shall be as nearly equal as possible. The Class I Directors shall stand elected for a term expiring at the Company’s first AGM, the Class II Directors shall stand elected for a term expiring at the Company's second AGM and the Class III Directors shall stand elected for a term expiring at the Company's third AGM. Commencing at the Company's first AGM, and at each following AGM, directors re-elected or elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third AGM following their election. Except as the Act or any applicable law may otherwise require, in the interim between an AGM or general meeting called for the election of directors and/or the removal of one or more directors any vacancy on the Board of Directors, may be filled by the majority vote of the remaining directors.

 

 

9.2.

No person shall be appointed as a director or alternate director, or nominated as a reserve director, of the Company unless he has consented in writing to be a director or alternate director, or to be nominated as a reserve director.

 

9.3.

The minimum number of directors shall be one and there shall be no maximum number.

 

9.4.

Each director holds office for the term, if any, fixed by the Resolution of Members or Resolution of Directors appointing him, or until his earlier death, resignation or removal (provided that no director may be removed by a Resolution of Members prior to the consummation of the initial Business Combination). If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal.

 

9.5.

A director may be removed from office:

 

(a)

(following the consummation of the initial Business Combination but not at any time before) by a Resolution of Members passed at a meeting of Members called for the purposes of removing the director or for purposes including the removal of the director; or

 

(b)

Subject to Regulation 9.1(b), by a Resolution of Directors passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director.

 

9.6.

A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be specified in the notice. A director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Act.

 

9.7.

Subject to Regulation 9.1(b), the directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office, if any term was fixed, and in any event such director will only hold office until the next AGM at which the director he replaced would have been subject to retirement by rotation pursuant to Regulation 9.1(b).

 

9.8.

A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office.

 

 

9.9.

The Company shall keep a register (“register of directors”) containing:

 

(a)

the names and addresses of the persons who are directors of the Company or who have been nominated as reserve directors of the Company;

 

(b)

the date on which each person whose name is entered in the register was appointed as a director, or nominated as a reserve director, of the Company;

 

(c)

the date on which each person named as a director ceased to be a director of the Company;

 

(d)

the date on which the nomination of any person nominated as a reserve director ceased to have effect; and

 

(e)

such other information as may be prescribed by the Act.

 

9.10.

The register of directors may be kept in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors.

 

9.11.

The directors, or if the Shares (or depository receipts therefore) are listed or quoted on a Designated Stock Exchange, and if required by the Designated Stock Exchange, any committee thereof, may, by a Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

 

9.12.

A director is not required to hold a Share as a qualification to office.

 

9.13.

Prior to the consummation of any transaction with:

 

(a)

any affiliate of the Company;

 

(b)

any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company;

 

(c)

any director or executive officer of the Company and any relative of such director or executive officer, and

 

(d)

any person in which a substantial interest in the voting power of the Company is owned, directly or indirectly, by a person referred to in Regulations 9.13(b) and 9.13(c) or over which such a person is able to exercise significant influence,

 

such transaction must be approved by a majority of the members of the Board of Directors who do not have an interest in the transaction, such directors having been provided with access (at the Company's expense) to the Company's attorney or independent legal counsel, unless the disinterested directors determine that the terms of such transaction are no less favourable to the Company than those that would be available to the Company with respect to such a transaction from unaffiliated third parties.

 

 

10.

POWERS OF DIRECTORS

 

10.1.

The business and affairs of the Company shall be managed by, or under the direction or supervision of, the directors of the Company. The directors of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Members.

 

10.2.

Each director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the director believes to be the best interests of the Company.

 

10.3.

If the Company is the wholly owned subsidiary of a holding company, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company.

 

10.4.

Any director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the directors, with respect to the signing of consents or otherwise.

 

10.5.

The continuing directors may act notwithstanding any vacancy in their body.

 

10.6.

Subject to Regulation 25.7, the directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party, provided always that if the same occurs prior to the consummation of a Business Combination, the Company must first obtain from the lender a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account.

 

10.7.

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

 

10.8.

Section 175 of the Act shall not apply to the Company.

 

11.

PROCEEDINGS OF DIRECTORS

 

11.1.

Any one director of the Company may call a meeting of the directors by sending a written notice to each other director.

 

11.2.

The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable.

 

 

11.3.

A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.

 

11.4.

Until the consummation of a Business Combination, a director may not appoint an alternate. Following the consummation of a Business Combination, a director may by a written instrument appoint an alternate who need not be a director, any such alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of the director until the appointment lapses or is terminated.

 

11.5.

The appointment and termination of an alternate director must be in writing, and written notice of the appointment and termination must be given by the appointing director to the Company as soon as reasonably practicable.

 

11.6.

An alternate director has the same rights as the appointing director in relation to any directors’ meeting and any written resolution circulated for written consent. An alternate director has no power to appoint a further alternate, whether of the appointing director or of the alternate director, and the alternate does not act as an agent of or for the appointing director.

 

11.7.

The appointing director may, at any time, voluntarily terminate the alternate director’s appointment. The voluntary termination of the appointment of an alternate shall take effect from the time when written notice of the termination is given to the Company. The rights of an alternate shall automatically terminate if the appointing director dies or otherwise ceases to hold office.

 

11.8.

A director shall be given not less than 3 days’ notice of meetings of directors, but a meeting of directors held without 3 days’ notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.

 

11.9.

A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or, following the consummation of a Business Combination, by alternate not less than one-half of the total number of directors, unless there are only 2 directors in which case the quorum is 2.

 

11.10.

If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Members. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

 

11.11.

At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting. If the directors are unable to choose a chairman for any reason, then the oldest individual director present (and for this purpose an alternate director shall be deemed to be the same age as the director that he represents) shall take the chair.

 

 

11.12.

Questions arising at a meeting of our board of directors are required to be decided by simple majority votes of the directors present or represented at the meeting. In the case of an equality of votes, the chairman of the meeting shall have a second or deciding vote.

 

11.13.

An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to unanimously in writing by the directors or the members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts.

 

12.

COMMITTEES

 

12.1.

The directors may, by Resolution of Directors, designate one or more committees, each consisting of one or more directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.

 

12.2.

The directors have no power to delegate to a committee of directors any of the following powers to:

 

(a)

amend the Memorandum or the Articles; or

 

(b)

designate committees of directors; or

 

(c)

delegate powers to a committee of directors; or

 

(d)

appoint or remove directors; or

 

(e)

appoint or remove an agent; or

 

(f)

approve a plan of merger, consolidation or arrangement; or

 

(g)

make a declaration of solvency or to approve a liquidation plan; or

 

(h)

make a determination that immediately after a proposed distribution the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

 

12.3.

Regulations 12.2(b) and 12.2(c) do not prevent a committee of directors, where authorised by the directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee.

 

 

12.4.

A committee of directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, may appoint a sub-committee and delegate powers exercisable by the committee to the sub-committee.

 

12.5.

The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee.

 

12.6.

Where the directors delegate their powers to a committee of directors they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds at all times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on directors of the Company under the Act.

 

13.

OFFICERS AND AGENTS

 

13.1.

The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a Chief Executive Officer, a President, a Chief Financial Officer (in each case there may be more than one of such officers), one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person.

 

13.2.

The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board (or Co-Chairman, as the case may be) to preside at meetings of directors and Members, the Chief Executive Officer (or Co-Chief Executive Officer, as the case may be) to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the Chief Executive Officer (or Co-Chief Executive Officer, as the case may be) but otherwise to perform such duties as may be delegated to them by the Chief Executive Officer (or Co-Chief Executive Officer, as the case may be), the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company.

 

13.3.

The emoluments of all officers shall be fixed by Resolution of Directors.

 

13.4.

The officers of the Company shall hold office until their death, resignation or removal. Any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors.

 

13.5.

The directors may, by a Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company.

 

 

13.6.

An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following:

 

(a)

the proscribed powers detailed in Regulation 12.2;

 

(b)

to change the registered office or agent;

 

(c)

to fix emoluments of directors; or

 

(d)

to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands.

 

13.7.

The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company.

 

13.8.

The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

 

14.

CONFLICT OF INTERESTS

 

14.1.

A director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company.

 

14.2.

For the purposes of Regulation 14.1, a disclosure to all other directors to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.

 

14.3.

A director of the Company who is interested in a transaction entered into or to be entered into by the Company may:

 

(a)

vote on a matter relating to the transaction;

 

(b)

attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and

 

(c)

sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction,

 

and, subject to compliance with the Act shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.

 

 

14.4.

Notwithstanding the above, the Company shall not invest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity is one the Company is legally and contractually permitted to undertake and would otherwise be reasonable for the Company to pursue.

 

15.

INDEMNIFICATION

 

15.1.

Subject to the limitations hereinafter provided the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

 

(a)

is or was a party or is threatened to be made a party to any Proceeding by reason of the fact that the person is or was a director, officer, key employee or adviser of the Company of the Company; or

 

(b)

is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another Enterprise.

 

15.2.

The indemnity in Regulation 15.1 only applies if the relevant Indemnitee acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful.

 

15.3.

The decision of the directors as to whether an Indemnitee acted honestly and in good faith and with a view to the best interests of the Company and as to whether such Indemnitee had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.

 

15.4.

The termination of any Proceeding by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that such Indemnitee had reasonable cause to believe that his conduct was unlawful.

 

15.5.

Expenses, including legal fees, incurred by an Indemnitee in defending any Proceeding may be paid by the Company in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company in accordance with this Regulation 15 and upon such terms and conditions, if any, as the Company deems appropriate.

 

15.6.

The indemnification and advancement of expenses provided by, or granted pursuant to, this section is not exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any agreement, Resolution of Members, resolution of disinterested directors or otherwise, both as to acting in the Indemnitee’s official capacity in relation to the Company and as to acting in any other capacity while serving in the Indemnitee’s official capacity in relation to the Company.

 

 

15.7.

If an Indemnitee has been successful in defence of any Proceeding referred to in Regulation 15.5, the Indemnitee is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by that Indemnitee in connection with the Proceeding.

 

15.8.

The Company may purchase and maintain insurance purchase or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit or surety bond in relation to any Indemnitee or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another Enterprise, against any liability asserted against the person and incurred by him in that capacity, whether or not the Company has or would have had the power to indemnify him against the liability as provided in these Articles.

 

16.

RECORDS

 

16.1.

The Company shall keep the following documents at the office of its registered agent:

 

(a)

the Memorandum and the Articles;

 

(b)

the register of members, or a copy of the register of members;

 

(c)

the register of directors, or a copy of the register of directors; and

 

(d)

copies of all notices and other documents filed by the Company with the Registrar in the previous 10 years.

 

16.2.

Until the directors determine otherwise by Resolution of Directors the Company shall keep the original register of members and original register of directors at the office of its registered agent.

 

16.3.

If the Company maintains only a copy of the register of members or a copy of the register of directors at the office of its registered agent, it shall:

 

(a)

within 15 days of any change in either register, notify the registered agent in writing of the change; and

 

(b)

provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept.

 

16.4.

The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine:

 

(a)

minutes of meetings and Resolutions of Members and classes of Members;

 

(b)

minutes of meetings and Resolutions of Directors and committees of directors; and

 

(c)

an impression of the Seal, if any.

 

 

16.5.

Where any original records referred to in this Regulation are maintained other than at the office of the registered agent of the Company, and the place at which the original records is changed, the Company shall provide the registered agent with the physical address of the new location of the records of the Company within 14 days of the change of location.

 

16.6.

The records kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act (No. 5 of 2001) as from time to time amended or re-enacted.

 

17.

REGISTERS OF CHARGES

 

The Company shall maintain at the office of its registered agent a register of charges in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company:

 

(a)

the date of creation of the charge;

 

(b)

a short description of the liability secured by the charge;

 

(c)

a short description of the property charged;

 

(d)

the name and address of the trustee for the security or, if there is no such trustee, the name and address of the chargee;

 

(e)

unless the charge is a security to bearer, the name and address of the holder of the charge; and

 

(f)

details of any prohibition or restriction contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge.

 

18.

SEAL

 

The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

 

 

19.

DISTRIBUTIONS BY WAY OF DIVIDEND

 

19.1.

Subject to the Business Combination Articles, the directors of the Company may, by Resolution of Directors, authorise a distribution by way of dividend at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

 

19.2.

Dividends may be paid in money, shares, or other property.

 

19.3.

Notice of any dividend that may have been declared shall be given to each Member as specified in Regulation 22.1 and all dividends unclaimed for 3 years after having been declared may be forfeited by Resolution of Directors for the benefit of the Company.

 

19.4.

No dividend shall bear interest as against the Company and no dividend shall be paid on Treasury Shares.

 

20.

UNTRACEABLE SHAREHOLDERS

 

20.1.

The Company shall be entitled to sell (at a price which the Company shall use its reasonable endeavours to ensure is the best obtainable) the shares of a Member or the shares to which a person is entitled by virtue of transmission on death or insolvency or otherwise by operation of law if and provided that:

 

(a)

all checks, not being less than three (3) in total number, for any sums payable in cash to the holder of such shares have remained uncashed for a period of twelve (12) years;

 

(b)

during the period of not less than twelve (12) years prior to the date of the publication of the advertisements referred to below (or, if published on different dates, the first thereof) at least three (3) dividends in respect of the shares in question have become payable and no dividend in respect of those shares has been claimed; and

 

(c)

the Company shall following the expiry of such period of twelve (12) years have inserted advertisements in a national newspaper and in a newspaper circulating in the area in which the last known address of the Member or the address at which service of notices may be effected under these Articles is located giving notice of its intention to sell the said shares; and

 

(d)

during the period of three (3) months following the publication of such advertisements (or, if published on different dates, the last thereof) the Company shall have received indication neither of the whereabouts nor of the existence of such Member or person; and

 

(e)

notice shall have been given to the stock exchanges on which the Company is listed, if any.

 

 

20.2.

The foregoing provisions of this Article are subject to any restrictions applicable under any regulations relating to the holding and/or transferring of securities in any paperless system as may be introduced from time to time in respect of the shares of the Company or any class thereof.

 

21.

ACCOUNTS AND AUDIT

 

21.1.

The Company shall keep records that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

 

21.2.

The Company may by Resolution of Members call for the directors to prepare periodically and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period.

 

21.3.

The Company may by Resolution of Members call for the accounts to be examined by auditors.

 

21.4.

If the Shares are listed or quoted on a Designated Stock Exchange, and if required by the Designated Stock Exchange, the directors shall establish and maintain a audit committee as a committee of the Board of Directors, the composition and responsibilities of which shall comply with the rules and regulations of the SEC and the Designated Stock Exchange subject to any available exemptions therefrom and the operation of the Act. The audit committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

 

21.5.

If the Shares are listed or quoted on a Designated Stock Exchange that requires the Company to have an audit committee, the directors shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis.

 

21.6.

If the Shares are listed or quoted on a Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and, if required, shall utilize the audit committee for the review and approval of potential conflicts of interest.

 

21.7.

Subject to Regulation 21.8, the auditors shall be appointed (and replaced) from time to time by Resolution of Directors or Resolution of Members.

 

21.8.

If applicable, and subject to applicable law and the rules of the SEC and the Designated Stock Exchange:

 

(a)

at the AGM or at a subsequent extraordinary general meeting in each year, the Members shall appoint an auditor who shall hold office until the Members appoint another auditor. Such auditor may be a Member but no director or officer or employee of the Company shall during his continuance in office be eligible to act as auditor;

 

(b)

a person, other than a retiring auditor, shall not be capable of being appointed auditor at an AGM unless notice in writing of an intention to nominate that person to the office of auditor has been given not less than ten days before the AGM and furthermore the Company shall send a copy of such notice to the retiring auditor; and

 

 

(c)

the Members may, at any meeting convened and held in accordance with these Articles, by Resolution of Members remove the auditor at any time before the expiration of his term of office and shall by Resolution of Members at that meeting appoint another auditor in his stead for the remainder of that term.

 

21.9.

The remuneration of the auditors shall be fixed by Resolution of Directors in such manner as the directors may determine or in a manner required by the rules and regulations of the Designated Stock Exchange and the SEC.

 

21.10.

The auditors shall examine balance sheet required to be laid before a meeting of the Members or otherwise given to Members and shall state in a written report whether or not:

 

(a)

in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and

 

(b)

all the information and explanations required by the auditors have been obtained.

 

21.11.

The auditors may be Members, but no director or other officer shall be eligible to be an auditor of the Company during their continuance in office.

 

21.12.

The remuneration of the auditors of the Company:

 

(a)

in the case of auditors appointed by the directors, may be fixed by Resolution of Directors; and

 

(b)

subject to the foregoing, shall be fixed by Resolution of Members or in such manner as the Company may by Resolution of Members determine.

 

21.13.

The auditors shall examine each profit and loss account and balance sheet required to be laid before a meeting of the Members or otherwise given to Members and shall state in a written report whether or not:

 

(a)

in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and

 

(b)

all the information and explanations required by the auditors have been obtained.

 

21.14.

The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Members at which the accounts are laid before the Company or shall be otherwise given to the Members.

 

21.15.

Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors.

 

 

21.16.

The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of Members at which the Company’s profit and loss account and balance sheet are to be presented.

 

22.

NOTICES

 

22.1.

Any notice, information or written statement to be given by the Company to Members shall be in writing and may be given by personal service, mail, courier, email, or fax to such Member’s address as shown in the register of members or to such Member’s email address or fax number as notified by the Member to the Company in writing from time to time.

 

22.2.

Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.

 

22.3.

Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing notice, and shall be deemed to be received on the fifth business day following the day on which the notice was posted. Where a notice is sent by fax or email, notice shall be deemed to be effected by transmitting the email or fax to the address or number provided by the intended recipient and service of the notice shall be deemed to have been received on the same day that it was transmitted.

 

23.

VOLUNTARY WINDING UP AND DISSOLUTION

 

Subject to the Act, the Company may by Resolution of Members or by Resolution of Directors appoint an eligible individual as voluntary liquidator alone or jointly with one or more other voluntary liquidators.

 

24.

CONTINUATION

 

The Company may by Resolution of Members or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

 

25.

BUSINESS COMBINATION

 

25.1.

Regulations 25.1 to 25.11 and Regulation 9.1(b) shall terminate upon consummation of any Business Combination and may not be amended during the Target Business Acquisition Period except as otherwise provided in these Articles.

 

 

25.2.

In the event that the Company does not consummate a Business Combination prior to the expiration of 18 months after the closing of the IPO (such date falling 18 months after the closing of the IPO being referred to as the “Termination Date”), such failure shall trigger an automatic redemption of the Public Shares (an “Automatic Redemption Event”) and the directors of the Company shall take all such action necessary (i) as promptly as reasonably possible but no more than ten (10) Business Days thereafter to redeem the Public Shares (as defined below) or distribute the Trust Account to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (ii) as promptly as practicable, to cease all operations except for the purpose of making such distribution and any subsequent winding up of the Company's affairs. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.

 

25.3.

Unless a shareholder vote is required by law or the rules of the Designated Stock Exchange, or, at the sole discretion of the directors, the directors determine to hold a shareholder vote for business or other reasons, the Company may enter into a Business Combination without submitting such Business Combination to its Members for approval.

 

25.4.

Although not required, in the event that a shareholder vote is held, and a majority of the votes of the Shares entitled to vote thereon which were present at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Company shall be authorised to consummate the Business Combination.

 

25.5.

 

(a)

In the event that a Business Combination is consummated by the Company without a shareholder vote, the Company will offer to redeem the Public Shares, other than those Shares held by Initial Shareholders or their affiliates or the directors or officers of the Company, for cash in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act and subject to any limitations (including but not limited to cash requirements) set forth in the definitive transaction agreements related to the initial Business Combination (the “Tender Redemption Offer”). The Company will file tender offer documents with the SEC prior to consummating the Business Combination which contain substantially the same financial and other information about the Business Combination and the redemption rights as would be required in a proxy solicitation pursuant to Regulation 14A of the Exchange Act. In accordance with the Exchange Act, the Tender Redemption Offer will remain open for a minimum of 20 Business Days and the Company will not be permitted to consummate its Business Combination until the expiry of such period. If in the event a Member holding Public Shares accepts the Tender Redemption Offer and the Company has not otherwise withdrawn the tender offer, the Company shall, promptly after the consummation of the Business Combination, pay such redeeming Member, on a pro rata basis, cash equal to the applicable Per-Share Redemption Price.

 

(b)

In the event that a Business Combination is consummated by the Company in connection with a shareholder vote held pursuant to Regulation 25.4 in accordance with a proxy solicitation pursuant to Regulation 14A of the Exchange Act (the “Redemption Offer”), the Company will offer to redeem the Public Shares, other than those Shares held by the Initial Shareholders or their affiliates or the directors or officers of the Company, regardless of whether such shares are voted for or against the Business Combination, for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price.

 

 

(c)

In no event will the Company consummate the Tender Redemption Offer or the Redemption Offer under Regulation 25.5(a) or 25.5(b) or an Amendment Redemption Event under Regulation 25.11 if such redemptions would cause the Company to have net tangible assets to be less than US$5,000,001.

 

25.6.

A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an Automatic Redemption Event, an Amendment Redemption Event or in the event he accepts a Tender Redemption Offer or a Redemption Offer where the Business Combination is consummated. In no other circumstances shall a holder of Public Shares have any right or interest of any kind in or to the Trust Account.

 

25.7.

Prior to a Business Combination, the Company will not issue any Securities (other than Public Shares) that would entitle the holder thereof to (i) receive funds from the Trust Account; or (ii) vote on any Business Combination.

 

25.8.

The Business Combination must be approved by a majority of the independent members of the Board of directors. In the event the Company enters into a Business Combination with a company that is affiliated with the Sponsor or any of the directors or officers of the Company, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such a Business Combination is fair to the holders of the Public Shares from a financial point of view.

 

25.9.

The Company will not effectuate a Business Combination with another "blank check" company or a similar company with nominal operations.

 

25.10.

Immediately after the Company's IPO, the net amount of the offering proceeds received by the Company in the IPO (including proceeds of any exercise of the underwriter's over-allotment option and any proceeds from the simultaneous private placement of like units comprising like securities to those included in the IPO by the Company) as described in the Company's registration statement on Form S-1 filed with the SEC (the “Registration Statement”) at the time it goes effective shall be deposited and thereafter held in the Trust Account. Neither the Company nor any officer, director or employee of the Company will disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination, or (ii) an Automatic Redemption Event or in payment of the acquisition price for any shares which the Company elects to purchase, redeem or otherwise acquire in accordance with these Articles, in each case in accordance with the trust agreement governing the Trust Account; provided that interest earned on the Trust Account (as described in the Registration Statement) may be released from time to time to the Company to pay the Company's income or other tax obligations.

 

 

25.11.

In the event the directors of the Company propose any amendment to Regulation 25 or to any of the other rights of the Ordinary Shares as set out at Clause 8.2 of the Memorandum prior to, but not for the purposes of, approving or in conjunction with the consummation of a Business Combination that would affect the substance or timing of the Company's obligations as described in this Regulation 25 to pay or to offer to pay the Per-Share Redemption Price to any holder of the Public Shares (an “Amendment”) and such Amendment is (i) duly approved by a Resolution of Members; and (ii) the amended Memorandum and Articles reflecting such Amendment are filed at the Registry of Corporate Affairs (an “Approved Amendment”), the Company will offer to redeem the Public Shares (other than those Shares held by the Initial Shareholders or their affiliates or the directors or officers of the Company) of any Member for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price (an “Amendment Redemption Event”).

 

We, Intertrust Corporate Services (BVI) Limited of Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign our name to these Articles of Association this 23rd day of July, 2018.

 

Incorporator

 

Sgd. Shanica Maduro-Christopher

 

For and on behalf of

 

Intertrust Corporate Services (BVI) Limited