OF
Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the Proxy Statement. Please take the time to read carefully
If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated by the Termination Date (unless extended pursuant to the terms of the Existing Charter), or such later date that may be approved by Israel Acquisitions shareholders, Israel Acquisitions will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
You are not being asked to vote on a Business Combination at this time. If the Extension and Extension Amendment are implemented and you do not elect to redeem all your Public Shares, you will retain the right to vote on any such Business Combination when and if it is submitted to shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem your remaining Public Shares for cash in the event a Business Combination is approved and completed or in the event we have not consummated a Business Combination by the last Extended Date, January 18, 2025. There is no guarantee that we will identify a suitable target and, even if we do identify one, that we will be able to complete a Business Combination before the expiration of the last Extended Date, January 18, 2025.
By Order of the Board of Directors of Israel Acquisitions Corp
Ziv Elul
Chief Executive Officer
[●], 2023
| | | | By Order of the Board of Directors of Israel Acquisitions Corp Ziv Elul Chief Executive Officer [•], 2023 | |
Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, in person or by proxy, please vote as soon as possible by following the instructions in the accompanying Proxy Statement to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment or postponement thereof, vote on such matter. Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of a majority of the then outstanding Ordinary Shares pursuant to the Trust Agreement. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment or postponement thereof, vote on such matter. The presence, in person (including virtually) or by proxy, at the Extraordinary General Meeting of the holders of a majority of the Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct of business at the Extraordinary
The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Israel Acquisitions additional time than would be permitted utilizing the Funded Extension Periods (as described below) to complete an initial business combination (“Business Combination”). Additionally, the purpose of the Extension Amendment Proposal is to simultaneously (i) provide those Israel Acquisitions shareholders who do not wish to extend the Termination Date as provided for by the proposals with the opportunity to exercise their redemption rights earlier than they would if Israel Acquisitions liquidated on the Termination Date and (ii) allow those Israel Acquisitions shareholders who wish for Israel Acquisitions to continue its search for a Business Combination to remain shareholders. Currently, the Company has until the Termination Date, or January 18, 2024, to consummate a Business Combination, absent any Funded Extension Period provided for under the Existing Charter. The Board has determined that it is in the best interests of Israel Acquisitions to seek an extension of the Termination Date and have Israel Acquisitions shareholders approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination than would be permitted utilizing the Funded Extension Periods. The Board believes that the current Termination Date, including any permitted extensions thereof, will not provide sufficient time to complete a Business Combination and that it would be in the best interests of Israel Acquisitions’ shareholders for the Sponsor to be able to more effectively utilize its working capital towards optimizing its efforts for a successful business combination for Israel Acquisitions, which would be enabled by the flexibility provided for by the Extension Amendment as compared to the extension periods currently permitted under the Existing Charter. Given Israel Acquisitions’ commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant providing shareholders with additional time and opportunity to consider a prospective Business Combination in a more efficient and cost-effective manner as we expect the terms of the Extension Amendment Proposal and Trust Agreement Amendment Proposal would enable. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension Amendment and Extension are implemented, there is no assurance that Israel Acquisitions will be able to consummate a Business Combination within the Combination Period, as extended, given the actions that must occur prior to closing of a Business Combination.
As contemplated by the Existing Charter, in the event that any amendment is made to the Existing Charter to, among other things, modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, the holders of Public Shares (the “Public Shareholders”) may elect to redeem their Public Shares upon the approval of any such amendment to the Existing Charter in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares (the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting, regardless of whether you vote for or against the proposals, by following the instructions set forth in the accompanying Proxy Statement. In addition, pursuant to the Existing Charter, Israel Acquisitions may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board.
Pursuant to our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if the Extension Amendment is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:
Record holders of Ordinary Shares at the close of business on December 5, 2023 (the “Record Date”) are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were 14,375,000 issued and outstanding Public Shares and 4,791,667 Founder Shares. Israel Acquisitions’ warrants do not have voting rights.
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Why am I receiving this Proxy Statement? A. Israel Acquisitions is a blank check company incorporated under the laws of the Cayman Islands on August 24, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses, without limitation as to business, industry or sector. Israel Acquisitions’ registration statement on Form S-1 (File No. 333-263658) for Israel Acquisitions’ initial public offering (“IPO”) was declared effective by the SEC on January 12, 2023. On January 18, 2023, Israel Acquisitions consummated its IPO of 14,375,000 units (the “Units”), including 1,875,000 additional Units purchased pursuant to the full exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”, and those Class A Ordinary Shares that were sold as part of the Units in the IPO, the “Public Shares”), and one redeemable warrant (the “Public Warrants”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $143,750,000. Simultaneously with the closing of the IPO, pursuant to that certain Private Placement Units Purchase Agreement, dated January 12, 2023, by and between Israel Acquisitions and Israel Acquisitions Sponsor LLC (the “Sponsor”), Israel Acquisitions completed the private sale of an aggregate of 637,500 private placement units (the “Sponsor Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Sponsor Private Placement Unit, generating gross proceeds to Israel Acquisitions of $6,375,000. In addition, simultaneously with the closing of the IPO, pursuant to that certain Private Placement Units Purchase Agreement, dated January 12, 2023, by and between Israel Acquisitions and BTIG, LLC, Israel Acquisitions completed the private sale of an aggregate of 75,000 private placement units (the “BTIG Private Placement Units”) to BTIG at a purchase price of $10.00 per BTIG Private Placement Unit, generating gross proceeds to Israel Acquisitions of $750,000. In addition, simultaneously with the closing of the IPO, pursuant to that certain Private Placement Units Purchase Agreement, dated January 12, 2023, by and between Israel Acquisitions and Exos Capital LLC, Israel Acquisitions completed the private sale of an aggregate of 25,000 private placement units (the “Exos Private Placement Units”) to Exos at a purchase price of $10.00 per Exos Private Placement Unit, generating gross proceeds to Israel Acquisitions of $250,000. In addition, simultaneously with the closing of the IPO, pursuant to that certain Private Placement Units Purchase Agreement, dated January 12, 2023, by and between Israel Acquisitions and JonesTrading Institutional Services LLC, Israel Acquisitions completed the private sale of an aggregate of 25,000 private placement units (the “JonesTrading Private Placement Units” and together with the Sponsor Private Placement Units, the BTIG Private Placement Units and the Exos Private Placement Units, the “Private Placement Units”) to JonesTrading at a purchase price of $10.00 per Private Placement Unit generating gross proceeds to Israel Acquisitions of $250,000. Israel Acquisitions incurred offering costs of approximately $8,642,960 (including deferred underwriting commissions of approximately $5,406,250) in connection with the IPO. Other incurred offering costs consisted principally of preparation fees related to the IPO. An aggregate of $146,625,000 of the net proceeds from Israel Acquisitions’ IPO and sale of the Private Placement Units were deposited in the Trust Account established for the benefit of the holders of Public Shares. On October 16, 2023, Israel Acquisitions signed a non-binding letter of intent for a potential Business Combination with Pomvom Ltd., a company domiciled in Israel, whose shares are listed on the Tel Aviv Stock Exchange (the “Target”), as disclosed in the Current Report on Form 8-K filed with the SEC on October 17, 2023. As of the date of this Proxy Statement, discussions are ongoing between Israel Acquisitions and the Target. However, no assurances can be made that Israel Acquisitions and the Target will successfully negotiate and enter into a definitive agreement regarding a Business Combination. 2 Any transaction would be subject to board and equity holder approval of both companies, regulatory approvals and other customary closing conditions. Like most blank check companies, the Existing Charter provides for the return of the IPO proceeds held in trust to the holders of Public Shares sold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date (unless extended pursuant to the terms of the Existing Charter). Currently, the Company has until the Termination Date, or January 18, 2024 (unless extended pursuant to the terms of the Existing Charter), to consummate a Business Combination, absent any Funded Extension Period provided for under the Existing Charter. The Board has determined that it is in the best interests of Israel Acquisitions to seek an extension of the Termination Date and have Israel Acquisitions shareholders approve the | |
Proposal No. 1—Extension Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination than would be permitted utilizing the Funded Extension Periods. The Board believes that the current Termination Date, including any permitted extensions thereof, will not provide sufficient time to complete a Business Combination and that it would be in the best interests of Israel Acquisitions’ shareholders for the Sponsor to be able to more effectively utilize its working capital towards optimizing its efforts for a successful business combination for Israel Acquisitions, which would be enabled by the flexibility provided for by the Extension Amendment as compared to the extension periods currently permitted under the Existing Charter. Given Israel Acquisitions’ commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant providing shareholders with additional time and opportunity to consider a prospective Business Combination in a more efficient and cost-effective manner as we expect the terms of the Extension Amendment Proposal and Trust Agreement Amendment Proposal would enable. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension Amendment and Extension are implemented, there is no assurance that Israel Acquisitions will be able to consummate a Business Combination within the Combination Period, as extended, given the actions that must occur prior to closing of a Business Combination.
Proposal No. 3—3 — Adjournment Proposal—A proposal, by ordinary resolution that the chairman of the Extraordinary General Meeting be directed to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extension, the Extension Amendment and the Trust Agreement Amendment.
If the Extension Amendment Proposal is approved, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of 12 additional one-month extension periods to consummate the Business
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If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of Israel Acquisitions, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.
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Pursuant to the Existing Charter and the Trust Agreement, in order to avail ourselves of the two (2) additional Funded Extension Periods to consummate the Business Combination, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Extended Date, may, at their request, and by resolution of the Board, deposit into the Trust Account an additional $0.10 per unit (for an aggregate of $1,437,500) for each Funded Extension Period.
The initial shareholders and Mr. Aaron Greenberg have waived their rights to participate in any liquidation distribution with respect to the 4,791,667 Founder Shares held by them. There will be no distribution from the Trust Account with respect to Israel Acquisitions’ warrants, which will expire worthless in the event Israel Acquisitions dissolves and liquidates the Trust Account.
Notwithstanding the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The redemption of Public Shares will generally qualify as a sale of the Public Shares that are redeemed if such redemption (i) is “substantially disproportionate” with respect to the redeeming U.S. Holder,
If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate a Business Combination and liquidate the Company.
Certain acquisitionsregulations, or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit an initial Business Combination to be consummated by us with any foreign target (including, but not limited to, a Singapore target), we may not be able to consummate an initial Business Combination with such target.
For example, among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justiceultimately prohibited.
Outside the United States, laws or regulations may affect our ability to consummate a Business Combination. Transactions with potential target companies incorporated or having business operations in a jurisdiction where national security considerations, involvement in regulated industries, (including telecommunications), or in businesses relating to a country’s culture or heritage may be implicated.
Class A Ordinary Shares | Class B Ordinary Shares | Approximate | ||||||||||||||||||
Number of | Percentage of | |||||||||||||||||||
Approximate | Shares | Approximate | Outstanding | |||||||||||||||||
Number of Shares | Percentage of | Beneficially | Percentage of | Ordinary | ||||||||||||||||
Name and Address of Beneficial Owner(1) | Beneficially Owned | Class | Owned(2) | Class | Shares | |||||||||||||||
Directors and Named Executive Officers | ||||||||||||||||||||
Ziv Elul(3) | — | — | % | — | — | % | — | % | ||||||||||||
Sharon Barzik Cohen(3) | — | — | — | — | — | |||||||||||||||
Izhar Shay(3) | — | — | — | — | — | |||||||||||||||
Candice Beaumont(3) | — | — | — | — | — | |||||||||||||||
Peter Cohen(3) | — | — | — | — | — | |||||||||||||||
Roy Zisapel(3) | — | — | — | — | — | |||||||||||||||
Daniel S. Recanati(3) | — | — | — | — | — | |||||||||||||||
All officers and directors as a group (7 individuals) | — | — | — | — | — | |||||||||||||||
5% or Greater Shareholders | ||||||||||||||||||||
Israel Acquisitions Sponsor LLC(4) | 637,500 | 3.2 | % | 4,791,667 | 100 | % | 24.0 | % | ||||||||||||
Charles Ecalle(4) | 637,500 | 3.2 | % | 4,791,667 | 100 | % | 24.0 | % | ||||||||||||
Alexander Greystoke(4) | 637,500 | 3.2 | % | 4,791,667 | 100 | % | 24.0 | % |
| | | Class A Ordinary Shares | | | Class B Ordinary Shares | | | Approximate | | |||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | | Number of Shares Beneficially Owned(2) | | | Approximate Percentage of Class | | | Percentage of Outstanding Ordinary Shares | | |||||||||||||||
Directors and Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ziv Elul(3) | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | | | | | —% | | |
Sharon Barzik Cohen(3) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Izhar Shay(3) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Candice Beaumont(3) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Peter Cohen(3) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Roy Zisapel(3) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Daniel S. Recanati(3) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (7 individuals) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
5% or Greater Shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Israel Acquisitions Sponsor LLC(4) | | | | | 637,500 | | | | | | 3.2% | | | | | | 4,696,167 | | | | | | 98.0% | | | | | | 23.6% | | |
Charles Ecalle(4) | | | | | 637,500 | | | | | | 3.2% | | | | | | 4,696,167 | | | | | | 98.0% | | | | | | 23.6% | | |
Alexander Greystoke(4) | | | | | 637,500 | | | | | | 3.2% | | | | | | 4,696,167 | | | | | | 98.0% | | | | | | 23.6% | | |
Companies Act (2023 Revision)
1. The name of the Company is Israel Acquisitions Corp 2. The registered office of the Company shall be at the offices of c/o Stuarts Corporate Services Ltd., P.O. Box 2510, Kensington House, 69 Dr Roy’s Drive, Grand Cayman KY1-1104, CAYMAN ISLANDS, or at such other place as the directors of the Company may, from time to time, decide. 3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by section 7(4) of the |
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Companies Act (2023 Revision)
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“Class” or “Classes” means any class or classes of Shares as may from time to time be issued by the Company;
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"“Exchange Act"Act” means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the time;
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"Office"
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"Officers"
"“Ordinary Shares"Shares” means the Class A Shares and the Class B Shares;
"Person"
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"SEC"
"Series"
“shares” means shares in the capital of the Company, including a fraction of any of them and “share” means any one of them;
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23. |
43.The legal personal representative of a deceased sole holder of a share shall be the only person recognized by the Company as having any title to the share. In the case of a share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only person recognized by the Company as having any title to the share.44.Any person becoming entitled to a share in consequence of the death, bankruptcy, liquidation or dissolution of a Member shall upon such evidence being produced as may from time to time be properly required by the Directors, have the right either to be registered as a member in respect of the share (and if he so elects shall deliver to the Company a notice in writing signed by him stating his election to be registered as holder) or, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by the deceased or bankrupt person before the death or bankruptcy.45.A person becoming entitled to a share by reason of the death, bankruptcy liquidation or dissolution of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company PROVIDED THAT the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days the Directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.
53.Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the option of the Company, be cancelled immediately or held as Treasury Shares in accordance with the Companies Act. In the event that the Directors do not specify that the relevant shares are to be held as Treasury Shares, such shares shall be cancelled.54.No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be declared or paid in respect of a Treasury Share.55.The Company shall be entered in the Register of Members as the holder of the Treasury Shares provided that:
57.If at any time the share capital of the Company is divided into different classes of shares, the rights attaching to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied by the Board of Directors 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 general meeting of the holders of the issued shares of that class present in person or by proxy.58.The provisions of these Articles relating to general meetings of the Company shall mutatis mutandis apply to every such general meeting of the holders of such class of shares, but so that the necessary quorum shall be at least one person holding or representing by proxy at least one- third of the issued shares of the class and so that any holder of shares of the class present in person or by proxy may demand a poll.59.The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or by the redemption or purchase of shares of any class by the Company.60.The Directors may issue fractions of a share of any class of shares, and, if so issued, a fraction of a share (calculated to three decimal points) shall be subject to and carry the corresponding fraction of liabilities (whether with respect to any unpaid amount thereon, contribution, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without limitation, voting and participation rights) and other attributes of a whole share of the same class of shares. If more than one fraction of a share of the same class is issued to or acquired by the same Member such fractions shall be accumulated.61.The Company shall have a first priority lien and charge on every partly paid share for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Company shall also have a first priority lien and charge on all partly paid shares registered in the name of a Member (whether held solely or jointly with another person) for all moneys presently payable by him or his estate to the Company; but 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, if any, on a share shall extend to all dividends and other moneys payable in respect thereof.62.The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the persons entitled thereto of which the Company has notice, by reason of his death or bankruptcy.63.To give effect to any such sale the Directors may authorize some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
73.If a Member fails to pay any call or instalment of a call together with any interest which may have accrued within 10 days of the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, enforce any of the provisions of, and take such action as is referred to in these Articles, including but not limited to, forfeiting any share in respect of which the call or instalment of a call remains unpaid. No further notice demanding payment of the amount due need be given to the registered holder of the share or the persons entitled thereto by reason of his death or bankruptcy of the shares to be forfeited.74.A forfeited share may be sold, cancelled or otherwise disposed of on such terms and in such manner as the Directors in their absolute discretion think fit, and at any time before a sale, cancellation or disposition the forfeiture may be cancelled on such terms as the Directors in their absolute discretion think fit. The Company may indirectly procure the purchase of a share forfeited pursuant to the previous sentence without being required to comply with the redemption provisions of these Articles. The proceeds of the sale or disposition of a forfeited share after deduction of expenses, fees and commissions incurred by the Company in connection with the sale and after the deduction of all other amounts including accrued interest shall be received by the Company and applied in payment of such part of the amount in respect of which any lien or obligation exists as is presently payable on other shares held by that Member, and the residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to such sale or disposition) be disposed of on such terms as the Directors in their absolute discretion think fit.75.A statutory declaration in writing that the declarant is a Director, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.76.The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a share becomes payable at any time, whether on account of the amount of the share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.77.A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company receives payment in full of the fully paid up amount of the shares.
88.At least seven days’ notice (excluding the day that notice is deemed to be given and the day the meeting is to be held) shall be given of an annual general meeting or any other general meeting. Notice shall be given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution to such persons as are, under these Articles, entitled to receive such notices from the Company and shall specify the place, the day and the hour of the meeting and, in case of special business, the general nature of that business.89.With the consent of all the Members entitled to receive notice of some particular meeting and attend and vote thereat, a meeting may be convened by such shorter notice or without notice and in such manner as those Members may think fit.90.The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Member shall not invalidate the proceedings at any meeting.
97.Subject to any rights and restrictions for the time being attached to any class or classes of shares, on a show of hands every Member present in person and every person representing a Member by proxy shall at a general meeting of the Company have one vote and on a poll every Member and every person representing a Member by proxy shall have one vote for each share of which he or the person represented by proxy is the holder.98.At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by one or more Members present in person or by proxy entitled to vote and who together hold not less than 10 per cent of the paid up voting share capital of the Company, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.99.If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.100.In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.101.A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.102.In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.103.A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, or other person in the nature of a committee appointed by that court, and any such committee or other person, may on a poll, vote by proxy.104.No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company held by him and carrying the right to vote have been paid.105.On a poll votes may be given either personally or by proxy.106.A resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being companies by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.
122.Any Director may in writing appoint another person to be his alternate to act in his place at any meeting of the Directors at which he is unable to be present and may at any time in writing revoke the appointment of an alternate appointed by him. Every such alternate shall be entitled to notice of meetings of the Directors and to attend and vote thereat as a Director when the person appointing him is not personally present and to do in the place and stead of his appointor, any other act or thing which the appointor is permitted or required to do by virtue of his being a Director as if the alternate were the appointor, other than the appointment of an alternate himself. Where the alternate is a Director he shall have a separate vote on behalf of the Director he is representing in addition to his own vote.123.An alternate shall not be an officer of the Company and shall be deemed to be the agent of the Director appointing him and the remuneration of such alternate (if any) shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.124.The alternate shall ipso facto vacate office if and when his appointor ceases to be a Director or removes the appointee from office.125.Any Director may appoint any person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.
174.The Directors may establish separate accounts on the books and records of the Company (each an “Investment Account”) for each Class and Series, or for more than one Class or Series, as the case may be, and the following provisions shall apply to each Investment Account;175.the proceeds from the allotment and issue of Shares of any Class or Series may be applied in the books of the Company to the Investment Account established for the Shares of such Class or Series;176.the assets and liabilities and income and expenditures attributable to the Shares of any Class or Series may be applied or allocated for accounting purposes to the relevant Investment Account established for such Shares subject to these Articles;177.where any asset is derived from another asset (whether cash or otherwise), such derivative asset may be applied in the books of the Company to the Investment Account from which the related asset was derived and on each revaluation of an investment the increase or diminution in the value thereof (or the relevant portion of such increase or diminution in value) may be applied to the relevant Investment Account;178.in the case of any asset of the Company which the Directors do not consider is attributable to a particular Investment Account, the Directors may determine the basis upon which any such asset shall be allocated among Investment Accounts and the Directors shall have power at any time and from time to time to vary such allocation;179.where the assets of the Company not attributable to any Investment Accounts give rise to any net profits, the Directors may allocate the assets representing such net profits to the Investment Accounts as they may determine;180.the Directors may determine the basis upon which any liability including expenses shall be allocated among Investment;181.Accounts (including conditions as to subsequent re-allocation thereof if circumstances so permit or require) and shall have power at any time and from time to time to vary such basis and charge expenses of the Company against either revenue or the capital of the Investment Accounts; and182.the Directors may in the books of the Company transfer any assets to and from Investment Accounts if, as a result of a creditor proceeding against certain of the assets of the Company or otherwise, a liability would be borne in a different manner from that in which it would have been borne under this Article, or in any similar circumstances.183.Subject to any applicable law and except as otherwise provided in these Articles the assets held in each Investment Account shall be applied solely in respect of Shares of the Class or Series to which such Investment Account relates and no holder of Shares of a Class or Series shall have any claim or right to any asset allocated to any other Class or Series.184.Notices shall be in writing and may be given by the Company or by the person entitled to give notice to any Member either personally, by facsimile or by sending it through the post in a prepaid letter or via a recognized courier service, fees prepaid, addressed to the Member at his address as appearing in the Register of Members. 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.185.Where notice or other documents are sent by:
192.Every Director (including for the purposes of this Article any alternate appointed pursuant to the provisions of these Articles), managing director, agent, secretary, assistant secretary or other officer for the time being and from time to time of the Company (but not including the Company's auditor) 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 or liabilities incurred or sustained by him in or about the conduct of the Company's business or affairs or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere except through his or her own actual fraud, willful default or willful neglect, which shall not be found to have been committed unless and until a court of competent jurisdiction shall have made a finding to that effect.193.No such Director, duly appointed alternate, managing director, agent, secretary, assistant secretary or other officer of the Company (but not including the Company's auditor) shall be liable (i) for the acts, receipts, neglects, defaults or omissions of any other such 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 (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 (vi) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgment or oversight on his part or (vii) 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, unless the same shall happen through his or her own actual fraud, willful default or willful neglect, which shall not be found to have been committed unless and until a court of competent jurisdiction shall have made a finding to that effect.194.If the Company shall be wound up the liquidator may, with the sanction of an Ordinary Resolution and any other sanction required by the Companies Act, divide amongst the Members in specie or cash the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such 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 such assets in trustees upon such trusts for the benefit of the contributors as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability.195.Without prejudice to the rights of holders of shares issued upon special terms and conditions, if the Company shall be wound up, and the assets available for distribution among 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 on a winding up the assets available for distribution among 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 among the Members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively.
5. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Original Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
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