Exhibit 1.1



THE COMPANIES ACT
(AS REVISED)



EXEMPTED COMPANY
LIMITED BY SHARES



AMENDED AND RESTATED



MEMORANDUM AND ARTICLES
OF ASSOCIATION



OF



AMBIPAR EMERGENCY
RESPONSE



(adopted by Special
Resolution passed on February 27, 2023 and effective on March 3, 2023)











THE COMPANIES ACT
(AS REVISED)



EXEMPTED COMPANY
LIMITED BY SHARES



AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION



OF



AMBIPAR EMERGENCY
RESPONSE



(adopted by Special Resolution passed on February
27, 2023 and effective on March 3, 2023)



| | 1. | The name
                                            of the Company is Ambipar Emergency Response.
| | -- | --------------------------------------------------------------------------------------------------



| | 2. | The Company
                                            is an exempted company limited by shares.
| | -- | -------------------------------------------------------------------------------------------------



| | 3. | The registered
                                            office of the Company shall be at the offices of CO Services Cayman Limited, P.O. Box
                                            10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands, or at such other
                                            place within the Cayman Islands as the Directors may decide.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Subject to
                                            the following provisions of this Memorandum, the objects for which the Company is established
                                            are unrestricted.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | Subject to
                                            the following provisions of this Memorandum, the Company shall have and be capable of exercising
                                            all the functions of a natural person of full capacity irrespective of any question of corporate
                                            benefit, as provided by Section 27(2) of the Companies Act.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | Nothing in
                                            this Memorandum shall permit the Company to carry on a business for which a licence is required
                                            under the laws of the Cayman Islands unless duly licensed.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | The Company
                                            shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance
                                            of the business of the Company carried on outside the Cayman Islands; providedthat
                                            nothing in this clause shall be construed as to prevent the Company effecting and concluding
                                            contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary
                                            for the carrying on of its business outside the Cayman Islands.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8. | The liability
                                            of each Member is limited to the amount from time to time unpaid on such Member’s shares.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | The
                                            share capital of the Company is US$50,000 divided into 500,000,000 shares of a nominal or
                                            par value of US$0.0001 each which, at the date on which this Memorandum becomes effective,
                                            comprise (i) 250,000,000 Class A Ordinary Shares; (ii) 150,000,000
                                            Class B Ordinary Shares (which Class B Ordinary Shares may be converted into Class A
                                            Ordinary Shares in the manner contemplated in the Articles of Association of the Company);
                                            and (iii) 100,000,000 shares of such class or classes (howsoever designated) and having
                                            the rights as the Board may determine from time to time in accordance with Article 4
                                            of the Articles of Association of the Company, PROVIDEDTHAT, subject to the Law and
                                            the Articles of Association, the Company shall have the power to issue all or any part of
                                            its capital, whether original, redeemed, increased or reduced, with or without any preference,
                                            priority, special privilege or other rights or subject to any postponement of rights or to
                                            any condition or restriction whatsoever and so that, unless the conditions of issue shall
                                            otherwise expressly provide, every issue of shares, whether stated to be common, preference
                                            or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10. | The Company
                                            may exercise the power contained in the Law to deregister in the Cayman Islands and be registered
                                            by way of continuation in another jurisdiction.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 11. | Capitalised
                                            terms that are not defined in this Memorandum of Association bear the meaning given in the
                                            Articles of Association of the Company.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 12. | The financial
                                            year end of the Company is 31 December or such other date as the Directors may from
                                            time to time decide and annex to this Memorandum.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



1









THE COMPANIES ACT
(AS REVISED)



EXEMPTED COMPANY
LIMITED BY SHARES



AMENDED AND RESTATED
ARTICLES OF ASSOCIATION



OF



AMBIPAR EMERGENCY
RESPONSE



(adopted by Special Resolution passed on February
27, 2023 and effective on March 3, 2023)



| | 1. | Preliminary
| | -- | -----------



1.1The
regulations contained in Table A in the First Schedule of the Law shall not apply to the Company and the following regulations shall
be the Articles of Association of the Company.



1.2  In
these Articles:



(a)the
following terms shall have the meanings set opposite if not inconsistent with the subject or context:



“Allotment”
shares are taken to be allotted when a person acquires the unconditional right to be included in the Register of Members in respect of
those shares;



“Affiliate”
in respect of a Person, means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such Person, and (i) in the case of a natural person, shall
include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and
sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any
of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing, and (ii) in
the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through
one or more intermediaries, controls, is controlled by, or is under common control with, such entity;



“Ambipar”means Ambipar Participações e Empreendimentos S.A., a sociedade anônimaorganised under the laws of Brazil



“Articles”
these articles of association of the Company as from time to time amended by Special Resolution;



“Audit
Committee” the audit committee of the Company formed by the Board pursuant to Article 24 hereof, or any successor of the
audit committee;



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



“Business
Combination” a statutory amalgamation, merger, consolidation, arrangement or other reorganization requiring the approval of
the members of one or more of the participating companies as well as a short-form merger or consolidation that does not require a resolution
of members;



“Business
Combination Agreement” means that certain business combination agreement entered into as of July 5, 2022 (as amended,
modified, supplemented or waived from time to time in accordance with its terms) among the Company, Ambipar, HPX Corp., an exempted company
incorporated with limited liability in the Cayman Islands and other parties named therein.



“Chairman”
the chairman of the Board of Directors appointed in accordance with Article 20.2;



“Class A
Ordinary Shares” class A ordinary shares of a nominal or par value of US$0.0001 each in the
capital of the Company having the rights provided for in these Articles;



“Class B
Ordinary Shares” class B ordinary shares of a nominal or par value of US$0.0001 each in the capital of the Company having the
rights provided for in these Articles;



2







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



“Clearing
House” a clearing house recognised by the laws of the jurisdiction in which shares in the capital of the Company (or depository
receipts thereof) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction;



“Company”
the above named company;



“Company’s
Website” the website of the Company and/or its web-address or domain name;



“Compensation
Committee” the compensation committee of the Company that may be formed by the Board pursuant
to Article 24 hereof, or any successor of the compensation committee;



“Control”
the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership
or other entity (other than, in the case of a corporation, shares having such power only by reason of the happening of a contingency),
or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making
body of such corporation, partnership or other entity;



“Designated
Stock Exchange” the New York Stock Exchange and any other stock exchange or interdealer quotation system listed in Schedule
4 of the Law on which shares in the capital of the Company are listed or quoted;



“Directors”
the Directors for the time being of the Company or, as the case may be, those Directors assembled as a Board or as a committee of the
Board;



“Dividend”
includes a distribution or interim dividend or interim distribution;



“Electronic”
has the same meaning as in the Electronic Transactions Act (as revised);



“Electronic
Communication” a communication sent by electronic means, including electronic posting to the Company’s Website, transmission
to any number, address or internet website (including the SEC’s website) or other electronic delivery methods as otherwise decided
and approved by the Board;



“Electronic
Record” has the same meaning as in the Electronic Transactions Act (as revised);



“Electronic
Signature” has the same meaning as in the Electronic Transactions Act (as revised);



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



“Executed”
includes any mode of execution;



“Holder”
in relation to any share, the Member whose name is entered in the Register of Members as the holder of the share;



“Incentive
Plan” any incentive plan or scheme established or implemented by the Company pursuant to which any Person who provides services
of any kind to the Company or any of its direct or indirect subsidiaries (including, without limitation, any employee, executive, officer,
director, consultant, secondee or other provider of services) may receive and/or acquire newly-issued shares of the Company or any interest
therein;



“Indemnified
Person” every Director, alternate Director, Secretary or other officer for the time being or from time to time of the Company;



“Independent
Director” a Director who is an independent director as defined in the rules of any Designated Stock Exchange or in Rule 10A-3
under the Exchange Act, as the case may be;



“Investor
Rights Agreement” means that investor rights agreement entered into as of July 5, 2022 (as amended, modified, supplemented
or waived from time to time in accordance with its terms) among the Company, Ambipar, Sponsor and certain other parties named therein.



“Islands”
the British Overseas Territory of the Cayman Islands;



3









“Law” the
Companies Act (as revised);



“Member” has
the same meaning as in the Law;



“Memorandum”
the memorandum of association of the Company as from time to time amended;



“Month” a
calendar month;



“Nominating
and Corporate Governance Committee” the nominating and corporate governance committee of the Company that may be formed by
the Board pursuant to Article 24 hereof, or any successor of the nominating and corporate governance committee;



“Officer”
includes a Director and any Secretary;



“Opportunity”
means, collectively, (i) Opportunity Agro Fundo de Investimento em Participações Multiestratégia Investimento
no Exterior, and (ii) any Affiliates of such entity;



“Opportunity
Director” means a Director appointed by Opportunity pursuant to and in accordance with the provisions of the Articles;



“Ordinary
Resolution” a resolution (i) of a duly constituted general meeting of the Company passed by a simple majority of the votes
cast by, or on behalf of, the Members entitled to vote present in person or by proxy and voting at the meeting, or (ii) approved
in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or
more of the Members and the effective date of the resolution so adopted shall be the date on which the
instrument, or the last of such instruments, if more than one, is executed;



“Ordinary
Shares” Class A Ordinary Shares, Class B Ordinary Shares and shares of such other classes as may from time to time
be designated by the Board pursuant to these Articles as being ordinary shares for the purposes of Article 5.2;



“Other
Indemnitors” persons or entities other than the Company that may provide indemnification, advancement of expenses and/or insurance
to the Indemnified Persons in connection with such Indemnified Persons’ involvement in the management of the Company;



“Paid up”
paid up as to the par value of the shares and includes credited as paid up;



“Person”
any individual, corporation, general or limited partnership, limited liability company, joint stock company, joint venture, estate, trust,
association, organisation or any other entity or governmental entity;



“PIPE
Subscription Agreement” means those certain subscription agreements (including any amendments, side letters or other supplements
thereto), entered into on or prior to July 5, 2022, pursuant to which certain investors agreed to purchase Class A Ordinary
Shares;



“Register of Members”
the register of Members required to be kept pursuant to the Law;



“Seal” the
common seal of the Company including every duplicate seal;



“SEC”
the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the
Securities Act;



“Secretary”
any person appointed by the Directors to perform any of the duties of the secretary of the Company, including a joint, assistant or deputy
secretary;



“Securities
Act” the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and
regulations of the SEC thereunder, all as the same shall be in effect at the time;



“Share”
a share in the share capital of the Company, and includes stock (except where a distinction between shares and stock is expressed or
implied) and includes a fraction of a share;



4







“Signed”
includes an electronic signature or a representation of a signature affixed by mechanical means;



“Special
Resolution” has the same meaning as in the Law (thus requiring a two-thirds majority of the votes cast by, or on behalf of,
the Members entitled to vote present in person or by proxy and voting at the meeting) and includes a unanimous written resolution of
all Members entitled to vote and expressed to be a special resolution;



“Sponsor”
means, collectively, (i) HPX Capital Partners LLC, and (ii) any Affiliates of HPX Capital Partners LLC;



“Sponsor
Director” means a Director appointed by the Sponsor pursuant to and in accordance with the provisions of the Articles;



“Subsidiary”
a Person is a subsidiary of another Person if that other Person: (i) holds a majority of the voting rights in it; (ii) is a
member of it and has the right to appoint or remove a majority of its board of directors or equivalent governing body; or (iii) is
a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it; or if it is a
Subsidiary of a Person which is itself a Subsidiary of that other Person;



“Treasury
Share” a share held in the name of the Company as a treasury share in accordance with the Law;



“U.S. Person”
a Person who is a citizen or resident of the United States of America;



“Written
and in Writing” includes all modes of representing or reproducing words in visible form including in the form of an electronic
record.



(b)unless
the context otherwise requires, words or expressions defined in the Law shall have the same meanings herein but excluding any statutory
modification thereof not in force when these Articles become binding on the Company;



(c)unless
the context otherwise requires: (i) words importing the singular number shall include the plural number and vice-versa; (ii) words
importing the masculine gender only shall include the feminine gender; and (iii) words importing persons only shall include companies
or associations or bodies of person whether incorporated or not, as well as any other legal or natural person;



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



(e)the
headings herein are for convenience only and shall not affect the construction of these Articles;



(f)references
to statutes are, unless otherwise specified, references to statutes of the Islands and, subject to paragraph (b) above, include
any statutory modification or re-enactment thereof for the time being in force; and



(g)where
an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose.



| | 2. | Formation
                                            Expenses
| | -- | --------------------------------------------------------------



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



| | 3. | Offices
                                            of the Company
| | -- | ------------------------------------------------------------------



3.1The
registered office of the Company shall be at such address in the Islands as set out in the Memorandum or as the Board shall from time
to time determine.



3.2The
Company, in addition to its registered office, may establish and maintain such other offices, places of business and agencies in the
Islands and elsewhere as the Board may from time to time determine.



5







| | 4. | Shares
| | -- | ------



4.1(a) Subject
to the rules of any Designated Stock Exchange and to the provisions, if any, in the Memorandum and these Articles, the Board has
general and unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in the
capital of the Company without the approval of Members (whether forming part of the original or any increased share capital), either
at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting,
return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the Board may determine, but so
that no share shall be issued at a discount to par, except in accordance with the provisions of the Law.



(b)In
particular and without prejudice to the generality of paragraph (a) above, the Board is hereby empowered to authorise by resolution
or resolutions from time to time and without the approval of Members:



(i)the
creation of one or more classes or series of preferred shares, to cause to be issued such preferred shares and to fix the designations,
powers, preferences and relative participating, optional and other rights, if any, and the qualifications, limitations and restrictions
thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion
rights, redemption privileges, voting rights and powers (including full or limited or no voting rights or powers) and liquidation preferences,
and to increase or decrease the number of shares comprising any such class or series (but not below the number of shares of any class
or series of preferred shares then outstanding) to the extent permitted by law. Without limiting the generality of the foregoing, the
resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by
law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class
or series; provided, however, that for so long as Opportunity has the right to designate a Director to the Board pursuant to Article 21.2(c),
the Company shall not issue any preferred shares to a person on any terms unless it has made an offer to Opportunity to issue to Opportunity,
on the same or more favourable economic terms as those terms applying to the applicable proposed issuance of preferred shares, a number
of preferred shares equal to the product of (i) the number of preferred shares to be issued and (ii) a fraction (x) the
numerator of which is the Class A Shares then held by Opportunity and (y) the denominator of which is all of the then issued
and outstanding Class A Shares and Class B Shares as a single class; and the period during which any such offer may be accepted
has expired or the Company has received notice of the acceptance or refusal by Opportunity of the offer so made; an offer made pursuant
to this proviso may be made in either hard copy or by electronic communication, must state a period during which it may be accepted,
the offer shall not be withdrawn before the end of that period and the period referred to must be at least 14 days beginning with the
date on which the offer is deemed to be delivered in accordance with Article 36;



(ii)to
designate for issuance as Class A Ordinary Shares or Class B Ordinary Shares from time to time any or all of the authorised
but unissued shares of the Company which have not at that time been designated by the Memorandum or by the Directors as being shares
of a particular class;



(iii)to
create one or more further classes of shares which represent ordinary shares for the purposes of Article 5.2; and



(iv)to
re-designate authorised but unissued Class B Ordinary Shares from time to time as shares of another class;



(c)    The
Company shall not issue shares or warrants to bearer.



(d)Subject
to the rules of any Designated Stock Exchange, the Board shall have general and unconditional authority to issue options, warrants
or convertible securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class
of shares or securities in the capital of the Company to such persons, on such terms and conditions and at such times as the Board may
determine.



6







4.2Notwithstanding
Article 4.1, at any time when there are Class A Ordinary Shares in issue, Class B Ordinary Shares may only be issued pursuant
to:



(a)a
share-split, subdivision or similar transaction or as contemplated in Articles 5.6 or 34.1(b) below;



(b)a
Business Combination involving the issuance of Class B Ordinary Shares as full or partial consideration; or



(c)an
issuance of Class A Ordinary Shares, whereby holders of Class B Ordinary Shares are entitled to purchase a number of Class B
Ordinary Shares that would allow them to maintain their proportional ownership interest in the Company pursuant to Article 4.3.



4.3With
effect from the date on which any shares of the Company are first admitted to trading on a Designated Stock Exchange, subject to Articles
4.4, 4.5 and 4.6, the Company shall not issue Class A Ordinary Shares to a person on any terms unless:



(a)it
has made an offer to each person who holds Class B Ordinary Shares in the Company to issue to him, on the same or more favourable
economic terms as those terms applying to the applicable proposed issuance of Class A Ordinary Shares, such number of Class B
Ordinary Shares as would ensure that the proportion in nominal value of the issued Ordinary Shares held by him as Class B Ordinary
Shares after the issuance of such Class A Ordinary Shares will be as nearly as practicable equal to the proportion in nominal value
of the issued Ordinary Shares held by him as Class B Ordinary Shares before the said issuance; and



(b)the
period during which any such offer may be accepted has expired or the Company has received notice of the acceptance or refusal of every
offer so made.



An offer made pursuant
to this Article 4.3 may be made in either hard copy or by electronic communication, must state a period during which it may be accepted
and the offer shall not be withdrawn before the end of that period. The period referred to must be at least 14 days beginning with the
date on which the offer is deemed to be delivered in accordance with Article 36.



4.4An
offer shall not be regarded as being made contrary to the requirements of Article 4.3 by reason only that:



(a)fractional
entitlements are rounded or otherwise settled or sold at the discretion of the Board;



(b)no
offer of Class B Ordinary Shares is made to a shareholder where the making of such an offer would in the view of the Board pose
legal or practical problems in or under the laws or securities rules of any territory or the requirements of any regulatory body
or stock exchange in each case applicable to, or binding upon, the Company such that the Board considers it is necessary or expedient
in the interests of the Company to exclude such shareholder from the offer; or



(c)    the
offer is conditional upon the said issue of Class A Ordinary Shares proceeding.



| | 4.5 | The
                                            provisions of Article 4.3 do not apply in relation to the issue of:
| | --- | -------------------------------------------------------------------------------------------------------------------



(a)Class A
Ordinary Shares if these are, or are to be, wholly or partly paid up otherwise than in cash;



(b)Class A
Ordinary Shares which would, apart from any renunciation or assignment of the right to their allotment, be held under or issued pursuant
to an Incentive Plan; and



(c)Class A
Ordinary Shares issued in furtherance of the Business Combination Agreement and of the PIPE Subscription Agreements.



7







4.6Holders
of Class B Ordinary Shares may from time to time by consent in writing (in one or more counterparts) approved by the holder or holders
of a majority of the Class B Ordinary Shares in issue, referring to this Article 4.6, authorise the Board to issue Class A
Ordinary Shares for cash and, on the granting of such an authority, the Board shall have the power to issue (pursuant to that authority)
Class A Ordinary Shares for cash as if Article 4.3 above did not apply to:



(a)one
or more issuances of Class A Ordinary Shares to be made pursuant to that authority; and/or



(b)such
issuances with such modifications as may be specified in that authority, and unless previously revoked, that authority shall expire on
the date (if any) specified in the authority or, if no date is specified, 12 months after the date on which the authority is granted,
but the Company may before the power expires make an offer or agreement which would or might require Class A Ordinary Shares to
be issued after it expires.



4.7Notwithstanding
Article 4.1, no non-voting Ordinary Shares shall be issued without such issuance first being approved by an Ordinary Resolution
of Members which resolution is also passed with the affirmative vote of a majority of the then outstanding Class A Ordinary Shares.



4.8The
Company may issue fractions of a share of any class and a fraction of a share shall be subject to and carry the corresponding fraction
of liabilities (whether with respect to nominal or par value, premium, contribution, calls or otherwise howsoever), limitations, preferences,
privileges, qualifications, restrictions, rights and other attributes of a whole share of that class of shares.



4.9The
Company may, in so far as the Law permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe,
whether absolutely or conditionally, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares
in the capital of the Company. Such commissions may be satisfied by the payment of cash or the allotment of fully or partly paid up shares
or partly in one way and partly in the other. The Company may also, on any issue of shares, pay such brokerage fees as may be lawful.



4.10Except
as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound
by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in
any share (except only as by these Articles or by law otherwise provided) or any other rights in respect of any share except an absolute
right to the entirety thereof in the holder.



4.11(a) If
at any time the share capital is divided into different classes of shares, the rights attached to any class of shares (unless otherwise
provided by these Articles or the terms of issue of the shares of that class) may be varied with the consent in writing of the holders
of two-thirds of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of
the holders of the shares of that class. To every such separate general meeting, the provisions of these Articles relating to general
meetings shall mutatis mutandisapply, but so that the necessary quorum shall be any one or more persons holding or representing
by proxy not less than one-third of the issued shares of the class and that any holder of shares of the class present in person or by
proxy may demand a poll.



(b)For
the purposes of Article 4.10(a), the Directors may treat all classes of shares or any two or more classes of shares as forming one
class if they consider that all such classes would be affected in the same way by the proposals under consideration.



(c)The
rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of
the shares of that class, be deemed to be varied by:



| | (i) | the
                                            creation or issue of further shares ranking pari passutherewith;
| | --- | ----------------------------------------------------------------------------------------------------------------



| | (ii) | by the
                                            redemption or purchase of any shares of any class by the Company;
| | ---- | --------------------------------------------------------------------------------------------------------------------



| | (iii) | the
                                            cancellation of authorised but unissued shares of that class; or
| | ----- | ----------------------------------------------------------------------------------------------------------------



(iv)he
creation or issue of shares with preferred or other rights including, without limitation, the creation of any class or issue of shares
with enhanced or weighted voting rights.



(d)The
rights conferred upon holders of Class A Ordinary Shares shall not be deemed to be varied by the creation or issue from time to
time of further Class B Ordinary Shares and the rights conferred upon holders of Class B Ordinary Shares shall not be deemed
to be varied by the creation or issue from time to time of further Class A Ordinary Shares.



8







4.12The
Directors may accept contributions to the capital of the Company otherwise than in consideration of the issue of shares and the amount
of any such contribution may, unless otherwise agreed at the time such contribution is made, be treated by the Company as a distributable
reserve, subject to the provisions of the Law and these Articles.



| | 5. | Class A
                                            Ordinary Shares and Class B Ordinary Shares
| | -- | -----------------------------------------------------------------------------------------------



5.1The
rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to voting,
conversion and transfer restrictions applicable to the Class B Ordinary Shares as set out in these Articles.



5.2Holders
of Class A Ordinary Shares and Class B Ordinary Shares have the right to receive notice of, attend, speak and vote at general
meetings of the Company. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as
one class on all resolutions submitted to a vote by the Members in general meetings. Each Class A Ordinary Share shall entitle the
holder to one (1) vote on all matters subject to a vote at general meetings of the Company, and each Class B Ordinary Share
shall entitle the holder to ten (10) votes on all matters subject to a vote at general meetings of the Company.



5.3Without
prejudice to any special rights conferred thereby on the holders of any other shares or class of shares established pursuant to the Memorandum
and/or these Articles from time to time, holders of Ordinary Shares shall:



| | (a) | Be entitled
                                            to such dividends as the Board may from time to time declare;
| | --- | ---------------------------------------------------------------------------------------------------------------------



(b)In
the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purposes of a reorganization or
otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and



| | (c) | Generally
                                            be entitled to enjoy all of the rights attaching to shares.
| | --- | -----------------------------------------------------------------------------------------------------------------



5.4    In
no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.



5.5    Class B
Common Shares shall be convertible into Class A Ordinary Shares as follows:



(a)Right
of Conversion. Class B Ordinary Shares shall be convertible into the same number of Class A Ordinary Shares, on a share-to-share
basis, in the following manner:



(i)a
holder of Class B Ordinary Shares has the right to call upon the Company to effect a conversion of all or any of his Class B
Ordinary Shares which right shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing
given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said
notice);



(ii)the
holder(s) of a majority of the then outstanding Class B Ordinary Shares have the right to require that all outstanding Class B
Ordinary Shares be converted, which right shall be exercised, at any time after issue and without payment of any additional sum, by notice
in writing (which may be in one or more counterparts) signed by each of such holders given to the Company at its registered office (and
which conversion shall be effected by the Company promptly upon delivery of the said notice); and



(iii)a
Class B Ordinary Share shall automatically convert into a Class A Ordinary Share immediately and without further action by
the holder upon the registration of any transfer of a Class B Ordinary Share (whether or not for value and whether or not the certificate(s) (if
any) evidencing such Class B Ordinary Share are surrendered to the Company) in the Register of Members, other than:



(1)a
transfer to the holder of Class B Common Shares and/or to heirs and successors of the holder of Class B Ordinary Shares and/or
to an Affiliate of a holder of the Class B Ordinary Share;



9







(2)a
transfer to one or more trustees of a trust established for the benefit of the holder or an Affiliate of the holder of the Class B
Ordinary Share; or



(3)a
transfer to a partnership, corporation or other entity exclusively owned or controlled by the holder or an Affiliate of the holder of
the Class B Ordinary Share.



For the
avoidance of doubt, the creation of any pledge, charge, encumbrance or other security interest or third-party right of whatever description
on any Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall not be deemed to be a transfer
unless and until any such pledge, charge, encumbrance or other third-party right is enforced and results in such third party (or its
nominee) holding legal title to the related Class B Ordinary Shares, in which case all the related Class B Ordinary Shares
shall be automatically and immediately converted into the same number of Class A Ordinary Shares



(iv)if
at any time, the total number of the issued and outstanding Class B Ordinary Shares is less than 10% of the total number of shares
in the capital of the Company outstanding, the Class B Ordinary Shares then in issue shall automatically and immediately convert
into Class A Ordinary Shares and no Class B Ordinary Shares shall be issued by the Company thereafter.



(b)Mechanics
of Conversion. Before any holder of Class B Ordinary Shares shall be entitled to convert such Class B Ordinary Shares
into Class A Ordinary Shares pursuant to sub-paragraph (a) (1) above, the holder shall, if available, surrender the certificate
or certificates therefor, duly endorsed (where applicable), at the registered office of the Company.



Upon the
occurrence of one of the bases of conversion provided for in paragraph (a) above, the Company shall enter or procure the entry of
the name of the relevant holder of Class B Ordinary Shares as the holder of the relevant number of Class A Ordinary Shares
resulting from the conversion of the Class B Ordinary Shares in, and make any other necessary and consequential changes to, the
Register of Members.



Any
conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to this Article 5 shall be effected by any
manner permitted by applicable law (including by means of: (i) the re-designation and re-classification
of the relevant Class B Ordinary Share as a Class A Ordinary Share together with such rights and restrictions for the time
being attached thereto and shall rank pari passuin all respects with the Class A Ordinary Shares then in issue; and/or (ii) the
compulsory redemption without notice of Class B Ordinary Shares and the automatic application of the redemption proceeds in paying
for such new Class A Ordinary Shares into which the Class B Shares have been converted, on the basis that such redemption shall
take place at par). For the avoidance of doubt, following the conversion to Class A Ordinary Shares, the holder thereof shall have
Class A Ordinary Share voting rights in respect of such shares and not Class B Ordinary Share voting rights. Such conversion
shall become effective forthwith upon entries being made in the Register of Members to record the re-designation and re-classification
of the relevant Class B Ordinary Shares as Class A Ordinary Shares.



If the proposed
conversion is in connection with an underwritten public or private offering of securities, the conversion may, at the option of any holder
tendering such Class B Ordinary Shares for conversion, be conditional upon the closing with the underwriters or other purchasers
of the sale of securities pursuant to such offering, in which event any persons entitled to receive Class A Ordinary Shares upon
conversion of such Class B Ordinary Shares shall not be deemed to have converted such Class B Ordinary Shares until immediately
prior to the closing of such sale of securities.



(c)   
Effective upon and with effect from the conversion of a Class B Ordinary Share into a Class A Ordinary Share in accordance
with this Article 5.4, the converted share shall be treated for all purposes as a Class A
Ordinary Share and shall carry the rights and be subject to the restrictions attaching to Class A Ordinary Shares.



10







5.6No
subdivision of Class A Ordinary Shares into shares of an amount smaller than the nominal or par value of such shares at the relevant
time shall be effected unless Class B Ordinary Shares are concurrently and similarly subdivided in the same proportion and the same
manner, and no subdivision of Class B Ordinary Shares into shares of an amount smaller than the nominal or par value of such shares
at the relevant time shall be effected unless Class A Ordinary Shares are concurrently and similarly subdivided in the same proportion
and the same manner.



5.7No
consolidation of Class A Ordinary Shares into shares of an amount larger than the nominal or par value of such shares at the relevant
time shall be effected unless Class B Ordinary Shares are concurrently and similarly consolidated in the same proportion and the
same manner, and no consolidation of Class B Ordinary Shares into shares of an amount larger than the nominal or par value of such
shares at the relevant time may be effected unless Class A Ordinary Shares are concurrently and similarly consolidated in the same
proportion and the same manner.



5.8In
the event that a dividend or other distribution is paid by the issue of Class A Ordinary Shares or Class B Ordinary Shares
or rights to acquire Class A Ordinary Shares or Class B Ordinary Shares (i) holders of Class A Ordinary Shares shall
receive Class A Ordinary Shares or rights to acquire Class A Ordinary Shares, as the case may be; and (ii) holders of
Class B Ordinary Shares shall receive Class B Ordinary Shares or rights to acquire Class B Ordinary Shares, as the case
may be.



5.9No
Business Combination (whether or not the Company is the surviving entity) shall proceed unless by the terms of such transaction: (i) the
holders of Class A Ordinary Shares have the right to receive, or the right to elect to receive, the same form of consideration as
the holders of Class B Ordinary Shares, and (ii) the holders of Class A Ordinary Shares have the right to receive, or
the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B Ordinary
Shares. The Directors shall not approve such a transaction unless the requirements of this Article are satisfied. For the avoidance
of doubt, this Article refers to and includes only economic rights.



5.10No
tender or exchange offer to acquire any Class A Ordinary Shares or Class B Ordinary Shares by any third party pursuant to an
agreement to which the Company is to be a party, nor any tender or exchange offer by the Company to acquire any Class A Ordinary
Shares or Class B Ordinary Shares shall be approved by the Company unless by the terms of such transaction: (i) the holders
of Class A Ordinary Shares shall have the right to receive, or the right to elect to receive, the same form of consideration as
the holders of Class B Ordinary Shares, and (ii) the holders of Class A Ordinary Shares shall have the right to receive,
or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B Ordinary
Shares. The Directors shall not approve such a transaction unless the requirements of this Article are satisfied. For the avoidance
of doubt, this Article refers to and includes only economic rights.



5.11    Save
and except for voting rights and conversion rights and as otherwise set out in in this Article 5,
Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu and shall have the same rights, preferences,
privileges and restrictions and share ratably (including as to dividends and distributions, and upon the occurrence of any liquidation
or winding up of the Company) and otherwise be identical in all respects as to all matters.



| | 6. | Share
                                            Certificates
| | -- | --------------------------------------------------------------



6.1A
Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates
representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more
Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed
by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares
to which they relate. All certificates surrendered to the Company for transfer or conversion shall be cancelled and subject to the Articles
and, save as provided in Articles 6.3, 7 and 8 below and in the case of a conversion of shares pursuant to Article 5.4, no new certificate
shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.



6.2Every
share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.



11







6.3If
a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and
payment of the expenses reasonably incurred by the Company in investigating evidence as the Directors may determine but otherwise free
of charge, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.



| | 7. | Lien
| | -- | ----



7.1The
Company shall have a first and paramount lien on every share (not being a share which is fully paid as to its par value and share premium)
for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share (including any premium payable).
The Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s
lien on a share shall extend to any amount in respect of it.



7.2The
Company may sell in such manner as the Directors determine any shares on which the Company has a lien if a sum in respect of which the
lien exists is presently payable and is not paid within fourteen (14) clear days after notice has been given to the holder of the share
or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice
is not complied with the shares may be sold.



7.3To
give effect to a sale, the Directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance
with the directions of, the purchaser. The title of the transferee to the shares shall not be affected by any irregularity or invalidity
in the proceedings in reference to the sale.



7.4The
net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as
is presently payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold, if
any, and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) be paid to the person
entitled to the shares at the date of the sale.



| | 8. | Calls
                                            on Shares and Forfeiture
| | -- | --------------------------------------------------------------------------



8.1Subject
to the terms of allotment, the Directors may make calls upon the Members in respect of any moneys unpaid on their shares (whether in
respect of nominal value or premium) and each Member shall (subject to receiving at least fourteen (14) clear days’ notice specifying
when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required
to be paid by instalments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or in part and payment
of a call may be postponed in whole or in part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding
the subsequent transfer of the shares in respect of which the call was made.



8.2A
call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.



8.3The
joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.



8.4If
a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount
unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice
of the call or, if no rate is fixed, at an annual rate of ten percent (10%), but the Directors may waive payment of the interest wholly
or in part.



8.5An
amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment
of a call, shall be deemed to be a call, and if it is not paid when due, all the provisions of the Articles shall apply as if that amount
had become due and payable by virtue of a call.



8.6Subject
to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the holders in the amounts
and times of payment of calls on their shares.



12









8.7If
a call remains unpaid after it has become due and payable, the Directors may give to the person from whom it is due not less than fourteen
(14) clear days’ notice requiring payment of the amount unpaid, together with any interest which may have accrued. The notice shall
name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the
call was made will be liable to be forfeited.



8.8If
the notice is not complied with, any share in respect of which it was given may, before the payment required by the notice has been made,
be forfeited by a resolution of the Directors and the forfeiture shall include all dividends or other moneys payable in respect of the
forfeited shares and not paid before the forfeiture.



8.9Subject
to the provisions of the Law, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as
the Directors determine either to the person who was before the forfeiture the holder or to any other person, and at any time before
a sale, re-allotment or other disposition, the forfeiture may be cancelled on such terms as the Directors think fit. Where, for the purposes
of its disposal a forfeited share is to be transferred to any person, the Directors may authorise any person to execute an instrument
of transfer of the share to that person.



8.10A
person any of whose shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation
the certificate for the shares forfeited, if any, but shall remain liable to the Company for all moneys which at the date of forfeiture
were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those
moneys before the forfeiture or, if no interest was so payable, at an annual rate of ten percent (10%), from the date of forfeiture until
payment but the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at
the time of forfeiture or for any consideration received on their disposal.



8.11A
statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence
of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution
of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall
not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity
in or invalidity of the proceedings in reference to the forfeiture or disposal of the share.



| | 9. | Transfer
                                            of Shares
| | -- | --------------------------------------------------------------



9.1Subject
to these Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a
form prescribed by any Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor
or transferee is a Clearing House, by hand or by electronic signature or by such other manner of execution as the Board may approve from
time to time. Without prejudice to the generality of the foregoing, title to listed shares of the Company may be evidenced and transferred
in accordance with the laws applicable to and the rules and regulations of the Designated Stock Exchange on which such shares are
listed.



9.2The
instrument of transfer shall be executed by or on behalf of the transferor and the transferee providedthat the Board may dispense
with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without
prejudice to Article 9.1, the Board may also resolve, either generally or in any particular case, upon request by either the transferor
or transferee, to accept mechanically executed transfers including, where applicable, in accordance with the laws and rules applicable
to the Designated Stock Exchange. The transferor shall be deemed to remain the holder of the share until the name of the transferee is
entered in the Register of Members in respect thereof. Nothing in these Articles shall preclude the Board from recognizing a renunciation
of the allotment or provisional allotment of any share by the allottee in favour of some other person.



9.3The
Board may in its absolute discretion and without giving any reason therefor, refuse to register a transfer of any share:



(a)that
is not fully paid up (as to both par value and any premium) to a person of whom it does not approve;



13







(b)issued
under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists;



(c)    to
more than four joint holders; or



(d)    on
which the Company has a lien.



9.4Without
limiting the generality of Article 9.3, the Board may also decline to recognise any instrument of transfer unless:



(a)a
fee of such maximum sum as any Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to
time require is paid to the Company in respect thereof;



(b)    the
instrument of transfer is in respect of only one class of shares;



(c)    the
Shares are fully paid (as to both par value and any premium) and free of any lien;



(d)the
instrument of transfer is lodged at the registered office or such other place at which the Register of Members is kept in accordance
with the Law accompanied by any relevant share certificate(s), if any, and/or such other evidence as the Board may reasonably require
to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his
behalf, the authority of that person so to do); and



(e)    if
applicable, the instrument of transfer is duly and properly stamped.



9.5If
the Directors refuse to register a transfer of a share, they shall within two (2) months after the date on which the transfer was
lodged with the Company send to the transferee notice of the refusal.



9.6The
registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of any Designated Stock
Exchange, be suspended and the Register of Members be closed at such times and for such periods (not exceeding in the whole thirty (30)
days in any year) as the Board may determine.



9.7The
Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors
refuse to register shall be returned to the person lodging it when notice of the refusal is given.



| | 10. | Transmission
                                            of Shares
| | --- | ------------------------------------------------------------------



10.1If
a Member dies, the survivor, or survivors where he was a joint holder, and his personal representatives where he was a sole holder or
the only survivor of joint holders shall be the only persons recognised by the Company as having any title to his interest; but nothing
in these Articles shall release the estate of a deceased Member from any liability in respect of any share which had been jointly held
by him.



10.2A
person becoming entitled to a share in consequence of the death or bankruptcy of a Member may, upon such evidence being produced as the
Directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as
the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person
registered he shall execute an instrument of transfer of the share to that person. All the Articles relating to the transfer of shares
shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the Member and the death or bankruptcy
of the Member had not occurred.



10.3A
person becoming entitled to a share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled
if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect
of such share to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the
Company.



| | 11. | Changes
                                            of Capital
| | --- | --------------------------------------------------------------



11.1Subject
to and in so far as permitted by the provisions of the Law and these Articles, the Company may from time to time by Ordinary Resolution
alter or amend the Memorandum to:



(i)increase
its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe;



14







(ii)consolidate
and divide all or any of its share capital into shares of larger amounts than its existing shares;



(iii)convert
all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination;



(iv)sub-divide
its existing shares, or any of them, into shares of smaller amounts than is fixed by the Memorandum providedthat in the subdivision,
the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of
the share from which the reduced share is derived; and



(v)cancel
any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish
the amount of its share capital by the amount of the shares so cancelled.



11.2Subject
to and in so far as permitted by the provisions of the Law and these Articles, the Directors shall have the ability to issue shares within
the authorised share capital of the Company thereby changing the issued share capital of the Company and no Ordinary Resolution shall
be required for such issuances



11.3Except
so far as otherwise provided by the conditions of issue, the new shares shall be subject to the same provisions with reference to the
payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.



11.4Whenever
as a result of a consolidation of shares any Members would become entitled to fractions of a share, the Directors may, on behalf of those
Members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the
provisions of the Law, the Company) and distribute the net proceeds of sale in due proportion among those Members, and the Directors
may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser.
The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any
irregularity in or invalidity of the proceedings in reference to the sale.



11.5The
Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner and with and subject to any
incident, consent, order or other matter required by law.



| | 12. | Redemption
                                            and Purchase of Own Shares
| | --- | ---------------------------------------------------------------------------------



12.1    Subject
to the provisions of the Law and these Articles, the Company may:



(a)issue
shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and
in such manner as the Directors may, before the issue of shares, determine;



(b)purchase
its own shares (including any redeemable shares) in such manner and on such terms as the Directors may determine and agree with the relevant
Member; and



(c)make
a payment in respect of the redemption or purchase of its own shares in any manner authorised by the Law, including out of capital.



12.2The
Directors may, when making a payment in respect of the redemption or purchase of shares, if so authorised by the terms of issue of the
shares (or otherwise by agreement with the holder of such shares) make such payment in cash or in specie (or partly in one and partly
in the other).



12.3Upon
the date of redemption or purchase of a share, the holder shall cease to be entitled to any rights in respect thereof (excepting always
the right to receive (i) the price therefor and (ii) any dividend which had been declared in respect thereof prior to such
redemption or purchase being effected) and accordingly his name shall be removed from the Register of Members with respect thereto and
the share shall be cancelled.



15







| | 13. | Treasury
                                            Shares
| | --- | -----------------------------------------------------------



13.1The
Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.



13.2The
Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without
limitation, for nil consideration).



| | 14. | Register
                                            of Members
| | --- | ---------------------------------------------------------------



14.1The
Company shall maintain or cause to be maintained an overseas or local Register of Members in accordance with the Law.



14.2The
Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Law. The Directors
may also determine which Register of Members shall constitute the principal register and which shall constitute the branch register or
registers, and to vary such determination from time to time.



| | 15. | Closing
                                            Register of Members or Fixing Record Date
| | --- | ---------------------------------------------------------------------------------------------



15.1For
the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members
entitled to receive payment of any dividend or other distribution, or in order to make a determination of Members for any other purpose,
the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case
exceed thirty (30) days. If the Register shall be so closed for the purpose of determining those Members that are entitled to receive
notice of, attend or vote at a meeting of Members, the Register shall be so closed for at least ten (10) clear days immediately
preceding such meeting and the record date for such determination shall be the date of the closure of the Register.



15.2In
lieu of, or apart from, closing the Register of Members, the Directors may fix, in advance or in arrears, a date as the record date for
any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for
the purpose of determining the Members entitled to receive payment of any dividend or other distribution, or in order to make a determination
of Members for any other purpose, providedthat such a record date shall not exceed forty (40) clear days prior to the date where
the determination will be made.



15.3If
the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote
at, a meeting of Members or Members entitled to receive payment of a dividend or other distribution, the date on which notice of the
meeting is sent or posted or the date on which the resolution of the Directors resolving to pay such dividend or other distribution is
passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote
at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.



| | 16. | General
                                            Meetings
| | --- | ------------------------------------------------------------



16.1An
annual general meeting of the Company may at the discretion of the Board be held in the year in which these Articles were adopted and
shall be held in each year thereafter at such time as determined by the Board and the Company may, but shall not (unless required by
the Law) be obliged to, in each year hold any other general meeting.



16.2The
agenda of the annual general meeting shall be set by the Board and shall include the presentation of the Company’s annual accounts
and the report of the Directors (if any).



16.3Annual
general meetings shall be held in such place as the Directors may determine from time to time. To the extent permitted by law, annual
general meetings may also be held virtually.



16.4All
general meetings other than annual general meetings shall be called extraordinary general meetings and the Company shall specify the
meeting as such in the notices calling it.



16







16.5The
Directors may, whenever they think fit, convene an extraordinary general meeting of the Company, and they shall on a Members’ requisition
in accordance with these Articles forthwith proceed to convene an extraordinary general meeting of the Company.



16.6A
Members’ requisition is a requisition of one or more Members holding at the date of deposit of the requisition shares representing
in the aggregate not less than one-third of the votes entitled to be cast at general meetings of the Company.



16.7The
Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered
office, and may consist of several documents in like form each signed by one or more requisitionists.



16.8If
there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within fourteen (14)
days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further
fourteen (14) days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists,
may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three (3) months
after the expiration of the first said fourteen (14) day period.



16.9A
general meeting convened as aforesaid by requisitionists shall be convened in as close to the same manner as possible as that in which
general meetings are to be convened by Directors.



16.10Save
as set out in Articles 16.1 to 16.9, the Members have no right to propose resolutions to be considered or voted upon at annual general
meetings or extraordinary general meetings of the Company.



| | 17. | Notice
                                            of General Meetings
| | --- | ----------------------------------------------------------------------



17.1At
least ten (10) clear days’ notice specifying the place, the day and the hour of each general meeting and the general nature
of such business to be transacted thereat shall be given in the manner hereinafter provided, including, but not limited to, as described
in Article 36, or in such other manner (if any) as may be prescribed by Ordinary Resolution, to such persons as are entitled to
vote or may otherwise be entitled under these Articles to receive such notices from the Company; providedthat a general meeting
of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the
Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:



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



(b)in
the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting,
together holding not less than 95%, in par value of the Shares giving that right.



17.2The
accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive
notice shall not invalidate the proceedings at that general meeting.



| | 18. | Proceedings
                                            at General Meetings
| | --- | ---------------------------------------------------------------------------



18.1No
business shall be transacted at any meeting unless a quorum is present at the time when the meeting proceeds to business. One or more
Members holding not less than one-third in aggregate of the voting power of all Shares in issue and entitled to vote, present in person
or by proxy or, if a corporation or other non-natural person, by its duly authorised representative, shall represent a quorum.



18.2If
a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum
ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand
adjourned and shall reconvene on the same day in the next week at the same time and/or place or to such other day, time and/or place
as the Directors may determine, and if at the reconvened meeting a quorum is not present within half an hour from the time appointed
for the meeting to commence, the Members present shall be a quorum.



17







18.3A
person may participate in a general meeting by conference telephone or other communications equipment by means of which all the persons
participating in the meeting can communicate with each other at the same time. Participation by a Member in a meeting in this manner
is treated as presence in person at that meeting and is counted in a quorum and entitled to vote.



18.4The
Chairman or in his absence the vice-chairman of the Board (if any) shall preside as chairman of the meeting, but if neither the Chairman
nor such vice-chairman (if any) is present within fifteen (15) minutes after the time appointed for holding the meeting and willing to
act, the Directors present shall elect one of their number to be chairman and, if there is only one Director present and willing to act,
he shall be chairman. If no Director is willing to act as chairman, or if no Director is present within fifteen (15) minutes after the
time appointed for holding the meeting, the Members present in person or by proxy and entitled to vote shall choose one of their number
to be chairman.



18.5The
order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have
the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable
for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and
safety, limitations on the time allotted to questions or comments on the affairs of the Company, restrictions on entry to such meeting
after the time prescribed for the commencement thereof, and the opening and closing of the polls. The chairman of the meeting shall announce
at each such meeting the date and time of the opening and the closing of the polls for each matter upon which the Members will vote at
such meeting.



18.6A
Director shall, notwithstanding that he is not a Member, be entitled to attend and speak at any general meeting and at any separate meeting
of the holders of any class of shares in the Company.



18.7The
chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting),
adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than
business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for
fourteen (14) days or more, at least seven (7) clear days’ notice shall be given in the manner herein provided, including,
but not limited to, as described in Article 36, specifying the time and place of the adjourned meeting and the general nature of
the business to be transacted. Otherwise it shall not be necessary to give any such notice.



18.8At
each meeting of the Members, all corporate actions, including the election of Directors, to be taken by vote of the Members (except as
otherwise required by applicable law and except as otherwise provided in these Articles) shall be authorised by Ordinary Resolution.
Where a separate vote by a class or classes or series is required, save as provided in Article 4.10, the affirmative vote of the
majority of Shares of such class or classes or series present in person or represented by proxy at the meeting and voting shall be the
act of such class or series (unless provided otherwise in the resolutions providing for the issuance of such class or series).



18.9      At
any general meeting a resolution put to the vote of the meeting shall be decided on a poll.



18.10A
poll shall be taken in such manner as the chairman directs and he may appoint scrutineers (who need not be Members) and fix a place and
time for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll
was taken.



18.11In
the case of equality of votes, the chairman of the meeting shall be entitled to a casting vote in addition to any other vote he may have.



18.12    If
for so long as the Company has only one Member:



(a)the
sole Member may agree that any general meeting be called by shorter notice than that provided for by the Articles; and



(b)all
other provisions of the Articles apply with any necessary modification (unless the provision expressly provides otherwise).



18







| | 19. | Votes
                                            of Members
| | --- | ------------------------------------------------------------



19.1Subject
to any rights or restrictions attached to any shares (including without limitation the enhanced voting rights attaching to Class B
Ordinary Shares provided for in Article 5), every Member who (being an individual) is present in person or by proxy or (being a
corporation) is present by a duly authorised representative (not being himself a Member entitled to vote) or by proxy, shall on a poll
have one vote for every share of which he is the holder (or, in the case of a Class B Ordinary Share, ten (10) votes for every
Class B Ordinary Share of which he is the holder).



19.2In
the case of joint holders, the vote of the senior joint holder who tenders a vote, whether in person or by proxy, shall be accepted to
the exclusion of the votes of the other joint holders; and seniority shall be determined by the order in which the names of the holders
stand in the Register of Members.



19.3A
Member in respect of whom an order has been made by any court having jurisdiction (whether in the Islands or elsewhere) in matters concerning
mental disorder may vote, by his receiver, curator bonisor other person authorised in that behalf appointed by that court, and
any such receiver, curator bonisor other person may vote by proxy. Evidence to the satisfaction of the Directors of the authority
of the person claiming to exercise the right to vote shall be received at the registered office of the Company, or at such other place
as is specified in accordance with these Articles for the deposit or delivery of forms of appointment of a proxy, or in any other manner
specified in these Articles for the appointment of a proxy, not less than forty-eight (48) hours before the time appointed for holding
the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.



19.4No
Member shall, unless the Directors otherwise determine, be entitled to vote at any general meeting or at any separate meeting of the
holders of any class of shares in the Company, either in person or by proxy or by a corporate representative, in respect of any share
held by him unless all moneys presently payable by him in respect of that share have been paid.



19.5No
objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to
is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman
of the meeting whose decision shall be final and conclusive.



19.6Votes
may be given either personally or by proxy. Deposit or delivery of a form of appointment of a proxy does not preclude a Member from attending
and voting at the meeting or at any adjournment of it, save that only the Member or his proxy may cast a vote.



19.7A
Member entitled to more than one vote need not, if he votes, use all his votes or cast all votes he uses the same way.



19.8Subject
as set out herein, an instrument appointing a proxy shall be in writing in any usual form or in any other form which the Directors may
approve and shall be executed by or on behalf of the appointor save that, subject to the Law, the Directors may accept the appointment
of a proxy received in an electronic communication at an address specified for such purpose, on such terms and subject to such conditions
as they consider fit. The Directors may require the production of any evidence which they consider necessary to determine the validity
of any appointment pursuant to this Article.



19.9Subject
to Article 19.10 below, the form of appointment of a proxy and any authority under which it is executed or a copy of such authority
certified notarially or in some other way approved by the Directors may:



(a)in
the case of an instrument in writing, be left at or sent by post to the registered office of the Company or such other place within the
Islands or elsewhere as is specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company
in relation to the meeting at any time before the time for holding the meeting or adjourned meeting at which the person named in the
form of appointment of proxy proposes to vote;



(b)in
the case of an appointment of a proxy contained in an electronic communication, where an address has been specified by or on behalf of
the Company for the purpose of receiving electronic communications:



(i)    in
the notice convening the meeting;



19







(ii)in
any form of appointment of a proxy sent out by the Company in relation to the meeting; or



(iii)in
any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting;



be received at such address
at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy
proposes to vote;



(c)in
the case of a poll taken more than forty-eight (48) hours after it is demanded, be deposited or delivered as required by paragraphs (a) or
(b) of this Article after the poll has been demanded and at any time before the time appointed for the taking of the poll;
or



(d)where
the poll is taken immediately but is taken not more than forty-eight (48) hours after it was demanded, be delivered at the meeting at
which the poll was demanded to the chairman of the meeting or to the secretary or to any Director;



and a form of appointment of proxy which
is not deposited or delivered in accordance with this Article or Article 19.10 is invalid.



19.10Notwithstanding
Article 19.9 above, the Directors may by way of note to or in any document accompanying the notice of a general meeting (or adjourned
meeting) fix the latest time by which the appointment of a proxy must be communicated to or received by the Company (being not more than
48 hours before the relevant meeting).



19.11A
vote or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous
determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company
at the registered office of the Company or, in the case of a proxy, any other place specified for delivery or receipt of the form of
appointment of proxy or, where the appointment of a proxy was contained in an electronic communication, at the address at which the form
of appointment was received, before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded
or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the
poll.



19.12Any
corporation or other non-natural person which is a Member of the Company may in accordance with its constitutional documents, or, in
the absence of such provision, by resolution of its directors or other governing body, authorise such person as it thinks fit to act
as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise
the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.



19.13If
a Clearing House (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company, it may, by resolution of its directors
or other governing body or by power or attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at
any general meeting of the Company or of any class of shareholders of the Company, providedthat, if more than one Person is so
authorised, the authorisation shall specify the number and class of shares in respect of which such Person is so authorised. A Person
so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised clearing house
(or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) or depositary
(or its nominee(s)) could exercise if it were an individual Member holding the number and class of shares specified in such authorisation.



| | 20. | Number
                                            of Directors and Chairman
| | --- | ----------------------------------------------------------------------------



20.1Subject
to Articles 21.2, 21.4 and 21.9, the Board shall consist of such number of Directors as a majority of the Directors then in office may
determine from time to time, providedthat, unless otherwise determined by the Members acting by Special Resolution, with the
approval by vote or written consent of the holders of a majority of the voting power of the Class A Ordinary Shares then outstanding
voting exclusively and as a separate class, the Board shall consist of not less than five (5) Directors and not more than eleven
(11) Directors.



20







20.2The
Board of Directors shall have a chairman of the Board of Directors elected and appointed by the Directors. The Directors may also elect
a vice-chairman of the Board of Directors. The period for which the Chairman and the vice-chairman shall hold office shall also be determined
by the Directors. The Chairman shall preside as chairman at every meeting of the Board of Directors at which he is present. Where the
Chairman is not present at a meeting of the Board of Directors, the vice-chairman of the Board of Directors (if any) shall act as chairman,
or in his absence, the attending Directors may choose one Director to be the chairman of the meeting.



| | 21. | Appointment,
                                            Disqualification and Removal of Directors
| | --- | --------------------------------------------------------------------------------------------------



21.1Save
as provided in Article 21.4 and subject to Articles 21.2 and 21.9, Directors shall be elected by an Ordinary Resolution of Members.
Persons proposed by the Board for election at a general meeting of the Company shall be nominated only and after consultation with the
Nominating and Corporate Governance Committee (if such committee is established).



21.2    Appointment
Rights



(a)Ambipar
shall be entitled to nominate a number of designees to the Board of Directors by written notice served upon the Company, as set forth
below:



(i)for
so long as the aggregate voting power of Class B Ordinary Shares held by Ambipar continues to be at least fifty percent (50%) of
the total voting power of all shares, then Ambipar shall be entitled to nominate at least the majority of the Directors; providedthat at least one (1) out of such Directors shall qualify as an Independent Director pursuant to Rule 10A-3 under the Exchange
Act and shall also be appointed as a member of the Audit Committee; provided, further, that if more than one Director nominated
by Ambipar shall be appointed as a member of the Audit Committee, such member shall also qualify as an Independent Director pursuant
to Rule 10A-3 under the Exchange Act should the applicable rules and regulations so require; and



(ii)for
so long as the aggregate voting power of Class B Ordinary Shares held by Ambipar continues to be at least twenty-five percent (25%),
but less than fifty percent (50%), of the total voting power of all shares, then Ambipar shall be entitled to nominate at least one-third
of the Directors to the Board of Directors.



(b)For
so long as the Sponsor is subject to the transfer restrictions with respect to its Class A Ordinary Shares pursuant to the terms
of the Investor Rights Agreement, the Sponsor shall be entitled to nominate one Director by written notice served upon the Company; providedthat such Sponsor Director shall qualify as an Independent Director. The Sponsor Director shall also be appointed as a member of
the Audit Committee, providedthat the Sponsor Director shall be considered an Independent Director pursuant to Rule 10A-3
under the Exchange Act.



(c)For
so long as Opportunity shall hold at least fifty percent (50%) of the Class A Ordinary Share voting power held by Opportunity immediately
after Closing (as defined in the Business Combination Agreement), Opportunity shall be entitled to nominate one Director by written notice
served upon the Company.



21.3Each
Director shall hold office for such term as the resolution appointing him may determine or until his vacation of office as a Director
or the Director’s removal in accordance with these Articles notwithstanding any agreement between the Company and such Director.
Directors are eligible for re- election.



21.4Subject
to Articles 21.2 and 21.9, any vacancies on the Board arising other than upon the removal of a Director by resolution passed at a general
meeting can be filled by the remaining Director(s) (notwithstanding that the remaining Director(s) may constitute fewer than
the number of Directors required by Article 20.1 or fewer than is required for a quorum pursuant to Article 28.1). Any such
appointment shall be as an interim Director to fill such vacancy until the next annual general meeting of Members (and such appointment
shall terminate at the commencement of the annual general meeting).



21.5    There
is no age limit for Directors of the Company.



21







21.6No
shareholding qualification shall be required for a Director. A Director who is not a Member shall nevertheless be entitled to receive
notice of and to attend and speak at general meetings of the Company.



21.7While
any shares of the Company are admitted to trading on a Designated Stock Exchange, the Board must at all times comply with the residency
and citizenship requirements of securities laws of the United States applicable to foreign private issuers and shall at no time have
a majority of Directors who are U.S. Persons. Notwithstanding any other provision in these Articles, no appointment or election of a
U.S. Person as a Director shall be permitted if such appointment or election would have the effect of creating a majority of Directors
who are U.S. Persons, and any such appointment or election shall be disregarded for all purposes.



21.8Subject
to Articles 21.2 and 21.9, Directors may be removed (with or without cause) by Ordinary Resolution of Members. The notice of general
meeting must contain a statement of the intention to remove the Director and must be served on the Director not less than ten (10) calendar
days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.



21.9Each
of Ambipar, Sponsor and Opportunity, as applicable, shall have the exclusive right to appoint and remove the respective Director(s) appointed
by it, and appoint replacement Director(s). Any such Director(s) shall be nominated, appointed and removed only by Ambipar, Sponsor
or Opportunity, as the case may be, by written notice served upon the Company. Such appointment or removal by Ambipar, Sponsor or Opportunity,
as applicable, shall have immediate effect when the notice is served, or take effect at such later time as may be stated in such notice.



21.10    The
office of a Director shall be vacated automatically if:



| | (a) | he or
                                            she becomes prohibited by law from being a Director;
| | --- | ------------------------------------------------------------------------------------------------------



(b)he
or she becomes bankrupt or makes any arrangement or composition with his creditors generally;



(c)he
or she dies or is, in the opinion of all his co-Directors, incapable by reason of mental disorder of discharging his duties as Director;



(d)    he
or she resigns his or her office by notice to the Company; or



(e)he
or she has for more than six (6) months been absent without permission of the Directors from meetings of Directors held during that
period and the remaining Directors resolve that his or her office be vacated.



| | 22. | Alternate
                                            Directors
| | --- | ---------------------------------------------------------------



22.1Any
Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate
Director and by writing may remove from office an alternate Director so appointed by him.



22.2An
alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of
which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present,
to sign any written resolution of the Directors (in place of his appointor) and generally to perform all the functions of his appointor
as a Director in his absence.



22.3An
alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.



22.4Any
appointment or removal of an alternate Director shall be by written notice to the Company at its registered office, signed by the Director
making or revoking the appointment, or in any other manner approved by the Directors.



22.5Subject
to the provisions of these Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible
for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.



22







| | 23. | Powers
                                            of Directors
| | --- | ---------------------------------------------------------------



23.1Subject
to the provisions of the Law, to the Memorandum and the Articles, to any directions given by Ordinary Resolution and to the listing rules of
any Designated Stock Exchange, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company.
No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been
valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited
by any special power given to the Directors by the Articles and a meeting of Directors at which a quorum is present may exercise all
powers exercisable by the Directors.



23.2The
Board may exercise all the powers of the Company to raise capital or borrow money and to mortgage or charge all or any part of the undertaking,
property and assets (present and future) and uncalled capital of the Company and, subject to the Law, to issue debentures, bonds and
other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.



| | 24. | Delegation
                                            of Directors’ Powers
| | --- | ---------------------------------------------------------------------------



24.1Subject
to these Articles, the Directors may from time to time appoint any Person, whether or not a director of the Company, to hold such office
in the Company as the Directors may think necessary for the administration of the Company, including without prejudice to the foregoing
generality, the offices of chief executive officer, chief operating officer and chief financial officer, one or more vice presidents,
managers or controllers, and for such term and at such remuneration (whether by way of salary or commission or participation in profits
or partly in one way and partly in another) and with such powers and duties as the Directors may think fit.



24.2Without
limiting the generality of Article 24.1, the Directors may appoint one or more of their body to the office of managing Director
or to any other executive office under the Company, and the Company may enter into an agreement or arrangement with any Director for
his/her employment, subject to applicable law and any listing rules of the SEC or any Designated Stock Exchange, or for the provision
by him of any services outside the scope of the ordinary duties of a Director. Any such appointment, agreement or arrangement may be
made upon such terms as the Directors determine and they may remunerate any such Director for his services as they think fit. Any appointment
of a Director to an executive office shall terminate automatically if he ceases to be a Director but without prejudice to any claim to
damages for breach of the contract of service between the Director and the Company.



24.3The
Directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions
as they determine, including authority for the agent to delegate all or any of his powers.



24.4Subject
to applicable law and the listing rules of any Designated Stock Exchange, the Directors may delegate any of their powers to any
committee (including, without limitation, an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and
any other such committee as the Directors may determine), consisting of one or more Directors. They may also delegate to any executive
officer or committee of executive officers such of their powers as they consider desirable to be exercised by him or them. Any such delegation
may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of its own powers and
may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed
by the provisions of the Articles regulating the proceedings of Directors so far as they are capable of applying. Where a provision of
the Articles refers to the exercise of a power, authority or discretion by the Directors and that power, authority or discretion has
been delegated by the Directors to a committee, the provision shall be construed as permitting the exercise of the power, authority or
discretion by the committee.



23







24.5Without
limiting the generality of Article 24.4, the Board shall establish a permanent Audit Committee and may establish a Compensation
Committee and a Nominating and Corporate Governance Committee and, where such committees are established, the Board may adopt formal
written charters for such committees and, if so, shall review and assess the adequacy of such formal written charters on an annual basis.
Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in these Articles
and shall have such powers as the Board may delegate pursuant to Article 24.4 and as required by the rules of the Designated
Stock Exchange or applicable law. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance
Committee, if established, shall consist of such number of directors as the Board shall from time to time determine (or such minimum
number as may be required from time to time by any Designated Stock Exchange). For so long as any class of Shares is listed on a Designated
Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee shall be made up
of such number of Independent Directors as is required from time to time by the rules of the Designated Stock Exchange or otherwise
required by applicable law.



24.6At
least one (1) member of the Audit Committee will be an audit committee financial expert as determined by the rules adopted
by the Designated Stock Exchange. Such financial expert shall have a special past employment experience in finance or accounting, requisite
professional certification in accounting, or any other comparable experience or background which results in the individual’s financial
sophistication



| | 25. | Remuneration
                                            and Expenses of Directors
| | --- | ----------------------------------------------------------------------------------



25.1The
Directors shall be entitled to such remuneration as the Board may determine and, unless otherwise determined, the remuneration shall
be deemed to accrue from day to day. If established, the Compensation Committee will assist the Board in reviewing and approving compensation
decisions.



25.2Members
of the Audit Committee may be paid annual compensation in the form of a fixed salary in such amount as the Board may determine.



25.3A
Director who at the request of the Directors goes or resides outside of the Islands, makes a special journey or performs a special service
on behalf of the Company may be paid such reasonable additional remuneration (whether by way of salary, percentage of profits or otherwise)
and expenses as the Directors may decide.



25.4The
Directors may be paid all traveling, hotel and other expenses properly incurred by them in connection with their attendance at meetings
of Directors or committees of Directors or general meetings or separate meetings of the holders of any class of shares or of debentures
of the Company or otherwise in connection with the discharge of their duties.



| | 26. | Directors’
                                            Gratuities and Pensions
| | --- | ------------------------------------------------------------------------------



The Directors may
cause the Company to provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any existing
Director or any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate
which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member
of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after
he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.



| | 27. | Directors’
                                            Interests
| | --- | ----------------------------------------------------------------



27.1Subject
to the Law and listing rules of any Designated Stock Exchange, if a Director has disclosed to the other Directors the nature and
extent of any direct or indirect interest which the Director has in any transaction or arrangement with the Company, a Director notwithstanding
his office:



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



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



(c)shall
not by reason of his office be accountable to the Company for any benefit which he derives from any such office or employment or from
any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable
to be avoided on the ground of any such interest or benefit.



24







27.2    For
the purposes of Article 27.1:



(a)a
general notice given to the Directors to the effect that (1) a Director is a member or officer of a specified company or firm and
is to be regarded as having an interest in any transaction or arrangement which may after the date of the notice be made with that company
or firm; or (2) a Director is to be regarded as interested in any transaction or arrangement which may after the date of the notice
be made with a specified person who is connected with him or her shall be deemed to be a sufficient disclosure that the Director has
an interest of the nature and extent so specified; and



(b)an
interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as
an interest of his.



27.3A
Director must disclose any direct or indirect interest in any transaction or arrangement with the Company, and following a declaration
being made pursuant to the Articles, subject to any separate requirement for Audit Committee approval under applicable law or the listing
rules of any Designated Stock Exchange or specific policies adopted by the Board, and unless disqualified by the chairman of the
relevant meeting, a Director may vote in respect of any such transaction or arrangement in which such Director is interested and may
be counted in the quorum at such meeting.



27.4Notwithstanding
the foregoing, no “Independent Director” (as defined herein) and with respect of whom the Board has determined constitutes
an “Independent Director” for purposes of compliance with applicable law or the Company’s listing requirements, shall
without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonably be likely to affect
such Director’s status as an “Independent Director” of the Company.



| | 28. | Proceedings
                                            of Directors
| | --- | --------------------------------------------------------------------



28.1The
quorum for the transaction of the business of the Directors shall be a simple majority of the Directors then in office (subject to there
being a minimum of two (2) Directors present). A person who holds office as an alternate Director shall, if his appointor is not
present, be counted in the quorum. A Director who also acts as an alternate Director shall, if his appointor is not present, count twice
towards the quorum, but one such Director shall not constitute a quorum on his own.



28.2Subject
to the provisions of the Articles, the Directors may regulate their proceedings as they determine is appropriate. Questions arising at
any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second
or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on
behalf of his appointor in addition to his own vote.



28.3A
person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment
by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person
in a meeting in this manner is treated as presence in person at that meeting and is counted in a quorum and entitled to vote.



28.4A
resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors (an
alternate Director being entitled to sign such a resolution on behalf of his appointor and if such alternate Director is also a Director,
being entitled to sign such resolution both on behalf of his appointor and in his capacity as a Director) shall be as valid and effective
as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held. Unless
otherwise provided by its terms, such a resolution shall be effective from the date and time of the last signature.



28.5A
Director or alternate Director may, and another officer of the Company on the direction of a Director or alternate Director shall, call
a meeting of the Directors by at least five (5) clear days’ notice in writing to every Director and alternate Director which
notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates)
either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating
to the giving of notices by the Company to the Members shall apply mutatis mutandis.



25







28.6Notwithstanding
Article 28.5, if all Directors so agree to the meeting, a Director or alternate Director may, or other officer of the Company on
the direction of a Director or alternate Director may, call a meeting of the Directors on shorter notice than is provided for in Article 28.5
by notice in writing to every Director and alternate Director, which notice shall set forth the general nature of the business to be
considered.



28.7The
continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and
so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors, the continuing
Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning
a general meeting of the Company, but for no other purpose.



28.8All
acts done by any meeting of the Directors or of a committee of the Directors (including any person acting as an alternate Director) shall,
notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director,
and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if
every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their
office and/or had been entitled to vote, as the case may be.



28.9A
Director who is present at a meeting of the Directors at which action on any Company matter is taken shall be presumed to have assented
to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from
such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by electronic
mail to the Company immediately after the conclusion of the meeting. Such right to dissent shall not apply to a Director who voted in
favour of such action.



| | 29. | Secretary
                                            and Other Officers
| | --- | ------------------------------------------------------------------------



The
Directors may by resolution appoint a Secretary and may by resolution also appoint such other officers as may from time to time be required
upon such terms as to the duration of office, remuneration and otherwise as they may think fit PROVIDEDTHAT, the Directors may
only appoint persons as directors of the Company in accordance with Article 21.3. Such Secretary or other officers need not be Directorsand in the case of the other officers may be ascribed such titles as the Directors may decide. The
Directors may by resolution remove from that position any Secretary or other officer appointed pursuant to this Article.



| | 30. | Minutes
| | --- | -------



The Directors shall cause minutes
to be made in books kept for the purposes of recording:



(a)    all
appointments of officers made by the Directors; and



(b)all
resolutions and proceedings of meetings of the Company, of the holders of any class of shares in the Company and of the Directors and
of committees of Directors, including the names of the Directors present at each such meeting.



| | 31. | Seal
| | --- | ----



31.1The
Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee
of Directors authorised by the Directors. The Directors may determine who shall sign any instrument to which the Seal is affixed, and
unless otherwise so determined every such instrument shall be signed by a Director or by such other person as the Directors may authorise.



31.2The
Company may have for use in any place or places outside the Islands a duplicate Seal or Seals, each of which shall be a reproduction
of the Seal of the Company and, if the Directors so determine, shall have added on its face the name of every place where it is to be
used.



26







31.3The
Directors may by resolution determine (i) that any signature required by this Article need not be manual but may be affixed
by some other method or system of reproduction or mechanical or electronic signature and/or (ii) that any document may bear a printed
reproduction of the Seal in lieu of affixing the Seal thereto.



31.4No
document or deed otherwise duly executed and delivered by or on behalf of the Company shall be regarded as invalid merely because at
the date of the delivery of the deed or document, the Director, Secretary or other officer or person who shall have executed the same
or affixed the Seal thereto, as the case may be, for and on behalf of the Company shall have ceased to hold such office and authority
on behalf of the Company.



| | 32. | Dividends
| | --- | ---------



32.1Subject
to any rights and restrictions for the time being attached to any shares and subject to the provisions of these Articles, the Directors
may from time to time declare dividends (including interim dividends) and other distributions on shares in issue and authorise payment
of the same out of the funds of the Company lawfully available therefor, but no dividend shall exceed the amount recommended by the Directors.



32.2Subject
to the provisions of the Law and of these Articles, the Directors may declare dividends in accordance with the respective rights of the
Members and authorise payment of the same out of the funds of the Company lawfully available therefor. If at any time the share capital
is divided into different classes of shares, the Directors may pay dividends on shares which confer deferred or non-preferred rights
with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no dividend shall be paid
on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors
may also pay at intervals settled by them any dividend payable at a fixed rate if it appears that there are sufficient funds of the Company
lawfully available for distribution to justify the payment. Provided the Directors act in good faith they shall not incur any liability
to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of a dividend on any shares having
deferred or non-preferred rights.



32.3The
Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums
as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting contingencies,
or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at
the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares in the capital
of the Company) as the Directors may from time to time think fit.



32.4Except
as otherwise provided by the rights attached to shares and subject to Article 15, all dividends shall be paid in proportion to the
number of shares a Member holds as of the date the dividend is declared; save that (a) if any share is issued on terms providing
that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly; and (b) where the Company
has shares in issue which are not fully paid up (as to par value) the Company may pay dividends in proportion to the amount paid up on
each share.



32.5The
Directors may deduct from a dividend or other amounts payable to a person in respect of a share any amounts due from him to the Company
on account of a call or otherwise in relation to a share.



32.6Any
Ordinary Resolution or Directors’ resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the
distribution of assets and, where any difficulty arises in regard to such distribution, the Directors may settle the same and in particular
may issue fractional certificates and fix the value for distribution of any assets and may determine that cash shall be paid to any Member
upon the footing of the value so fixed in order to adjust the rights of Members and may vest any assets in trustees.



32.7Any
dividend or other moneys payable on or in respect of a share may be paid by cheque sent by post to the registered address of the person
entitled or, if two or more persons are the holders of the share or are jointly entitled to it by reason of the death or bankruptcy of
the holder, to the registered address of that one of those persons who is first named in the Register of Members or to such person and
to such address as the person or persons entitled may in writing direct. Subject to any applicable law or regulations, every cheque shall
be made payable to the order of the person or persons entitled or to such other person as the person or persons entitled may in writing
direct and payment of the cheque shall be a good discharge to the Company. Any joint holder or other person jointly entitled to a share
as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.



27







32.8No
dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights
attached to the share.



32.9Any
dividend which has remained unclaimed for six years from the date when it became due for payment shall, if the Directors so resolve,
be forfeited and cease to remain owing by the Company.



32.10Notwithstanding
anything to the contrary herein, for the financial years set forth below, dividends and other distributions on any shares in issue (or
payments of the same out of the funds of the Company) may not exceed the following rates, in each case as calculated in accordance with
the International Financial Reporting Standards, as issued by the International Accounting Standards Board:



|For the financial
    year of the Closing (as defined in the Business Combination Agreement)               |  | 25% of the Company’s
    net income for such financial year
|---------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------
|                                                                                                           |  |                                                            
|For the first financial year following
    the Closing (as defined in the Business Combination Agreement)  |  | 50% of the Company’s net income
    for such financial year
|                                                                                                           |  |                                                            
|For the second financial year following
    the Closing (as defined in the Business Combination Agreement) |  | 50% of the Company’s net income
    for such financial year



| | 33. | Financial
                                            Year, Accounting Records and Audit
| | --- | ----------------------------------------------------------------------------------------



33.1Unless
the Directors otherwise prescribe, the financial year of the Company shall end on 31 December in each year and, following the year
of incorporation, shall begin on 1 January each year.



33.2The
books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.
The books of account shall be kept at the registered office or at such other place or places as the Directors think fit, and shall always
be open to the inspection of the Directors.



33.3No
Member shall be entitled to require discovery of or any information with respect to any detail of the Company’s trading or any
matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company
and which in the opinion of the Directors it will be inexpedient in the interests of the Members of the Company to communicate to the
public.



33.4The
Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations
the accounts and books and corporate records of the Company or any of them shall be open to the inspection of Members not being Directors,
and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred
by applicable law, the listing rules of any Designated Stock Exchange or authorised by the Directors.



33.5Subject
to Articles 33.4, and 33.6 a printed copy of the Directors’ report, if any, accompanied by the consolidated statements of financial
position, profit or loss, comprehensive income (loss), cash flows and changes in shareholders’ equity, including every document
required by the Law to be annexed thereto, made up to the end of the applicable financial year, shall be sent to the Members before the
date of the general meeting and laid before the Company at the annual general meeting held in accordance with Article 16.2, providedthat this Article 33.5 shall not require a copy of those documents to be sent to any person whose address the Company is not
aware of or to more than one of the joint holders of any shares.



33.6The
requirement to send to a person referred to in Article 33.5 the documents referred to in that Article shall be deemed satisfied
where, in accordance with all applicable laws, rules and regulations, including, without limitation, the rules of any Designated
Stock Exchange, the Company publishes copies of the documents referred to in Article 33.5 on the Company’s Website, transmits
it to SEC’s website or in any other permitted manner (including by sending any other form of electronic communication), and that
person has agreed or is deemed by the Company to have agreed to treat the publication or receipt of such documents in such manner as
discharging the Company’s obligation to send to him a copy of such documents.



28











33.7Subject
to applicable law and to the rules of any Designated Stock Exchange, the accounts relating to the Company’s affairs shall
be audited in such manner as may be determined from time to time by the Directors.



33.8Every
auditor of the Company shall have a right of access at all times to the books and accounts of the Company and shall be entitled to require
from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties
of the auditors.



| | 34. | Capitalisation
                                            of Profits
| | --- | ---------------------------------------------------------------------



34.1    The
Directors may:



(a)subject
as provided in this Article, resolve to capitalize any undivided profits of the Company not required for paying any preferential dividend
(whether or not they are available for distribution) or any sum standing to the credit of the Company’s share premium account or
capital redemption reserve;



(b)appropriate
the sum resolved to be capitalised to the Members who would have been entitled to it if it were distributed by way of dividend and in
the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid
on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal
to such sum, and allot the shares or debentures credited as fully paid to those Members, or as they may direct, in those proportions,
or partly in one way and partly in the other, providedthat on any such capitalization holders of Class A Ordinary Shares
shall receive Class A Ordinary Shares (or rights to acquire Class A Ordinary Shares, as the case may be) and holders of Class B
Ordinary Shares shall receive Class B Ordinary Shares (or rights to acquire Class B Ordinary Shares, as the case may be);



(c)resolve
that any shares so allotted to any Member in respect of a holding by him of any partly- paid shares rank for dividend, so long as such
shares remain partly paid, only to the extent that such partly paid shares rank for dividend;



(d)make
such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or
debentures becoming distributable under this Article in fractions; and



(e)authorise
any person to enter on behalf of all the Members concerned into an agreement with the Company providing for the allotment to them respectively,
credited as fully paid, of any shares or debentures to which they may be entitled upon such capitalization, any agreement made under
such authority being binding on all such Members.



| | 35. | Share
                                            Premium Account
| | --- | -----------------------------------------------------------------



35.1The
Directors shall in accordance with Section 34 of the Law establish a share premium account and shall carry to the credit of such
account from time to time a sum equal to the amount or value of the premium paid on the issue of any share or capital contributed as
described in Article 4.12.



35.2    There
shall be debited to any share premium account:



(a)on
the redemption or purchase of a share the difference between the nominal value of such share and the redemption or purchase price provided
always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by Section 37
of the Law, out of capital; and



(b)    any
other amounts paid out of any share premium account as permitted by Section 34 of the Law.



29







| | 36. | Notices
| | --- | -------



36.1Except
as otherwise provided in these Articles and subject to the rules of any Designated Stock Exchange, any notice or document may be
served by the Company or by the Person entitled to give notice to any Member either personally or by posting it airmail or by air courier
service in a prepaid letter addressed to such Member at his address as appearing in the Register of Members, or by electronic mail to
any electronic mail address such Member may have specified in writing for the purpose of such service of notices, or by advertisement
in appropriate newspapers in accordance with the requirements of any Designated Stock Exchange, or by facsimile or by placing it on the
Company’s Website. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name
stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint
holders.



36.2Notices
posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail with a copy by electronic mail.



36.3    Any
notice or other document, if served by:



(a)post,
shall be deemed to have been served five days after the time when the letter containing the same is posted;



(b)facsimile,
shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the
facsimile in full to the facsimile number of the recipient;



(c)recognised
courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the
courier service;



(d)electronic
mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail; or



(e)placing
it on the Company’s Website, shall be deemed to have been served one (1) hour after the notice or document is placed on the
Company’s Website.



In proving service
by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed
and duly posted or delivered to the courier service.



36.4A
Member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall
be deemed to have received notice of the meeting, and, where requisite, of the purpose for which it was called.



36.5Any
notice or document delivered or sent by post to or left at the registered address of any Member in accordance with the terms of these
Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy,
be deemed to have been duly served in respect of any Share registered in the name of such Member as sole or joint holder, unless his
name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the
Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether
jointly with or as claiming through or under him) in the Share.



36.6    Notice
of every general meeting of the Company shall be given to:



(a)all
Members holding Shares with the right to receive notice and who have supplied to the Company an address, facsimile number or email address
for the giving of notices to them; and



(b)every
Person entitled to a Share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled
to receive notice of the meeting.



No other Person shall be entitled
to receive notices of general meetings



| | 37. | Winding
                                            Up
| | --- | ------------------------------------------------------



37.1The
Board shall have the power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.



30







37.2If
the Company is wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law, divide
among the Members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine
how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction,
vest the whole or any part of the assets in trustees upon such trusts for the benefit of the Members as he with the like sanction determines,
but no Member shall be compelled to accept any assets upon which there is a liability.



37.3If
the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the
whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members
in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, on the shares held
by them respectively. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay
the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst the Members
in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This Article is
to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.



| | 38. | Indemnity
| | --- | ---------



38.1Every
Indemnified Person for the time being and from time to time of the Company and the personal representatives of the same shall be indemnified
and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages,
liabilities, judgments, fines, settlements and other amounts (including reasonable attorneys’ fees and expenses and amounts paid
in settlement and costs of investigation (collectively “Losses”) incurred or sustained by him otherwise than by reason
of his own dishonesty, willful default or fraud in or about the conduct of the Company’s business or affairs (including as a result
of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice
to the generality of the foregoing, any Losses incurred by him in defending or investigating (whether successfully or otherwise) any
civil, criminal, investigative and administrative proceedings concerning or in any way related to the Company or its affairs in any court
whether in the Islands or elsewhere. Such Losses incurred in defending or investigating any such proceeding shall be paid by the Company
as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Person to repay such amounts if
it is ultimately determined by a non-appealable order of a court of competent jurisdiction that such Indemnified Person is not entitled
to indemnification hereunder with respect thereto.



38.2No
such Indemnified Person of the Company and the personal representatives of the same shall be liable (i) for the acts, receipts,
neglects, defaults or omissions of any other Director or officer or agent of the Company or (ii) by reason of his having joined
in any receipt for money not received by him personally or in any other act to which he was not a direct party for conformity or (iii) for
any loss on account of defect of title to any property of the Company or (iv) on account of the insufficiency of any security in
or upon which any money of the Company shall be invested or (v) for any loss incurred through any bank, broker or other agent or
any other party with whom any of the Company’s property may be deposited or (vi) for any loss, damage or misfortune whatsoever
which may happen in or arise from the execution or discharge of the duties, powers, authorities or discretions of his office or in relation
thereto or (vii) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight
on such Person’s part, unless he has acted dishonestly, with willful default or through fraud.



38.3The
Company hereby acknowledges that certain Indemnified Persons may have certain rights to indemnification, advancement of expenses and/or
insurance from or against (other than directors’ and officers’ or similar insurance obtained or maintained by or on behalf
of the Company or any of its subsidiaries, including any such insurance obtained or maintained pursuant to Article 38.4 hereof)
Other Indemnitors. The Company hereby agrees that: (i) it is the indemnitor of first resort (i.e., its obligations to an Indemnified
Person are primary and any obligation of any Other Indemnitors to advance expenses or to provide indemnification for the same expenses
or liabilities incurred by such Indemnified Person are secondary); (ii) it shall be required to advance the full amount of expenses
incurred by an Indemnified Person and shall be liable for the full amount of all Losses to the extent legally permitted and as required
by the terms of these Articles (or any other agreement between the Company and an Indemnified Person) without regard to any rights an
Indemnified Person may have against any Other Indemnitors; and (iii) it irrevocably waives, relinquishes and releases any Other
Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in
respect thereof. The Company further agrees that no advancement or payment by any Other Indemnitors on behalf of an Indemnified Person
with respect to any claim for which such Indemnified Person has sought indemnification from the Company shall affect the foregoing, and
without prejudice to Article 39 below, Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of
such advancement or payment to all of the rights of recovery of such Indemnified Person against the Company. For the avoidance of doubt,
no Person or entity providing Directors’ or officers’ or similar insurance obtained or maintained by or on behalf of the
Company or any of its subsidiaries, including any Person providing such insurance obtained or maintained pursuant to Article 38.4
hereof, shall be an Other Indemnitor.



31







38.4The
Directors may exercise all the powers of the Company to purchase and maintain insurance for the benefit of a Person who is or was (whether
or not the Company would have the power to indemnify such Person against such liability under the provisions of this Article 38
or under applicable law): (a) a Director, alternate Director, Secretary or auditor of the Company or of a company which is or was
a subsidiary of the Company or in which the Company has or had an interest (whether direct or indirect); or (b) the trustee of a
retirement benefits scheme or other trust in which a person referred to in Article 38.1 is or has been interested, indemnifying
him against any liability which may lawfully be insured against by the Company.



| | 39. | Claims
                                            Against the Company
| | --- | ----------------------------------------------------------------------



Notwithstanding Article 38.3,
unless otherwise determined by a majority of the Board, in the event that (i) any Member (the “Claiming Party”) initiates
or asserts any claim or counterclaim (“Claim”) or joins, offers substantial assistance to or has a direct financial interest
in any Claim against the Company and (ii) the Claiming Party (or the third party that received substantial assistance from the Claiming
Party or in whose Claim the Claiming Party had a direct financial interest) does not obtain a judgment on the merits in which the Claiming
Party prevails, then each Claiming Party shall, to the fullest extent permissible by law, be obligated jointly and severally to reimburse
the Company for all fees, costs and expenses (including, but not limited to, all reasonable attorneys’ fees and other litigation
expenses) that the Company may incur in connection with such Claim.



| | 40. | Untraceable
                                            Members
| | --- | ---------------------------------------------------------------



40.1Without
prejudice to the rights of the Company under Article 40.2, the Company may cease sending cheques for dividend entitlements or dividend
warrants by post if such cheques or warrants have been left uncashed on two (2) consecutive occasions. However, the Company may
exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque
or warrant is returned undelivered.



40.2The
Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such
sale shall be made unless:



(a)all
cheques or warrants in respect of dividends of the shares in question, being not less than three (3) in total number, for any sum
payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles
of the Company have remained uncashed;



(b)so
far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication
of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation
of law; and



(c)the
Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and
caused advertisement in newspapers to be made in accordance with the requirements of, the Designated Stock Exchange of its intention
to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period
as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.



32







For the purposes of
the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of the
advertisement referred to in this Article 40.2 and ending at the expiry of the period referred to in that paragraph.



40.3To
give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or
otherwise executed by or on behalf of such persons shall be as effective as if it had been executed by the registered holder or the person
entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall
his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the
sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for
an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of
it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business
of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding
the shares sold is dead, bankruptcy or otherwise under any legal disability or incapacity.



| | 41. | Amendment
                                            of Memorandum of Articles
| | --- | -------------------------------------------------------------------------------



41.1Subject
to the Law, the Company may by Special Resolution change its name or change the provisions of the Memorandum with respect to its objects,
powers or any other matter specified therein.



41.2Subject
to the Law and as provided in these Articles (including in Article 41.3), the Company may at any time and from time to time by Special
Resolution, alter or amend these Articles in whole or in part.



41.3In
addition to any rights provided by Law or otherwise set forth in these Articles, the Company shall not,



(a)without
the approval by vote or written consent of the holders of a majority of the voting power of the Class A Ordinary Shares then outstanding,
voting exclusively and as a separate class, amend these Articles in the event such amendment would adversely affect the rights of the
holders of the Class A Ordinary Shares or otherwise have an adverse effect on such rights;



(b)    for
so long as Sponsor has the right to designate a Director to the Board pursuant to Article 21.2(b),
without the approval by vote or written consent of the Sponsor, amend Articles 21.2(b) or 21.9 to the detriment of the Sponsor,
nor amend Article 41.3(a) or this Article 41.3(b);



(c)for
so long as Opportunity has the right to designate a Director to the Board pursuant to Article 21.2(c), without the approval by vote
or written consent of Opportunity, amend Articles 4.1(b)(i), 21.2(c) or 21.9 to the detriment of Opportunity, nor amend Article 41.3(a),
this Article 41.3(c) or Article 41.3(d); and



(d)for
so long as Opportunity has the right to designate a Director to the Board pursuant to Article 21.2(c), without the approval by vote
or written consent of Opportunity, amend or terminate any policies with respect to related party transactions of the Company.



41.4If
the holders of the Shares vote in favour of any matter set out in Articles 41.3(a) to 41.3(d) but the requisite approvals set
out in Article 41.3(a), 41.3(b), 41.3(c) and/or 41.3(d), as applicable, have not been obtained in accordance with Article 41.3(a),
41.3(b), 41.3(c) and/or 41.3(d), as applicable, the applicable holders referenced in Article 41.3(a), 41.3(b), 41.3(c) and/or
41.3(d), as applicable, shall have, in such vote, voting rights equal to the aggregate voting power of all the holders of Shares who
voted in favour of such matter plusone.



| | 42. | Transfer
                                            by Way of Continuation
| | --- | ---------------------------------------------------------------------------



The
Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Islands or such other
jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant
to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Islands
or such other jurisdiction in which it is for the time being incorporated, registered or existing and
may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.



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| | 43. | Merger
                                            and Consolidation
| | --- | --------------------------------------------------------------------



43.1Subject
to the Law and the rules of any Designated Stock Exchange, the Company shall, with the approval of a Special Resolution, have the
power to merge or consolidate with one or more constituent companies (as defined in the Law), upon such terms as the Directors may determine.



43.2For
the avoidance of doubt: a) statutory mergers and consolidations have the specific meaning as set out in Act, b) no additional requirements
are imposed by the Articles, and c) transactions which are not deemed by the Directors, in their sole discretion following due deliberations
and advice, to be a merger or consolidation as set out in the Law, do not require a Special Resolution and may be carried out by the
Company with the approval of Directors and shall not (unless otherwise set out in these Articles or the Law) require separate shareholder
approval.



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