DEF 14A - KACLF - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Schedule14A

ProxyStatement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed<br> by the Registrant	☒

Filed<br> by a Party other than the Registrant	☐

Checkthe appropriate box:

☐	Preliminary<br> Proxy Statement

☐	Confidential,<br> for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive<br> Proxy Statement

☐	Definitive<br> Additional Materials

☐	Soliciting<br> Material Pursuant to § 240.14a-12

KAIROUSACQUISITION CORP. LIMITED

(Nameof Registrant as Specified In Its Charter)

(Nameof Person(s) Filing Proxy Statement, if other than the Registrant)

Paymentof Filing Fee (Check the appropriate box):

☒	No<br> fee required.

☐	Fee<br> paid previously with preliminary materials.

☐	Fee<br> computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

KAIROUSACQUISITION CORP. LIMITEDLevel 39 Marina Bay Financial Centre Tower 210 Marina BoulevardCity Singapore 018983, Singapore

November 28, 2023

Dear Shareholders:

On behalf of the Board of Directors of Kairous Acquisition Corp. Limited (the “Company” or “we”), I invite you to attend our Annual General Meeting of Shareholders (the “Annual Meeting”). We hope you can join us. The Annual Meeting will be held:

	At:	Grand Hyatt Erawan Bangkok, 494 Ratchadamri Rd, Lumphini, Pathum Wan, Bangkok<br>10330, Thailand.<br> (and via video conference at https://www.cstproxy.com/kairousacquisitioncorp/2023)
	On:	December<br> 14, 2023
	Time:	10<br> a.m. local time

The Notice of Annual Meeting of Shareholders, the Proxy Statement and the proxy card accompany this letter, together with our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 will be first mailed to our shareholders on or about November 29, 2023.

As discussed in the enclosed Proxy Statement, the Annual Meeting will be devoted to:

(i) A proposal to amend (the “Charter Amendment”) the Company’s second amended and restated memorandum and articles of association (the “Charter”) to extend the date by which the Company has to consummate a business combination (the “Extension”) a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 (the “CurrentTermination Date”) to December 16, 2024 (the termination date as so extended, the “Extended Termination Date”);

(ii) A proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement (the “TrustAgreement”), dated as of December 13, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “trustee”), as amended, to extend the date on which to commence liquidating the trust account (the “TrustAccount”) established in connection with the Company’s initial public offering (the “IPO”) a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024; by depositing into the trust account $50,000 for each one-month extension (each, an “Extension Payment”) in the event the Company has not consummated a business combination by the Extended Termination Date; and

(iii) To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “AdjournmentProposal”).

The Company’s IPO prospectus dated December 13, 2021 originally provided that the Company had until December 16, 2022 to complete its initial business combination, but could extend such period for up to three times by an additional three months each time until September 16, 2023. The original way to extend the Combination Period from December 16, 2023 without the need for a separate shareholder vote under the Charter and Trust Agreement was for our insiders or their affiliates or designees, upon five (5) days’ advance notice prior to the applicable deadline, to deposit into the Trust Account $780,000 (i.e., $0.10 per each issued and outstanding Company ordinary share issued in the IPO (each, a “Public Share”)), for each three-month extension, on or prior to the date of the applicable deadline. Subsequently at the annual meeting of shareholders held on December 2, 2022, the Company’s shareholders approved an amended and restated memorandum and articles of association and an amendment to the Trust Agreement, such that the Company has the right to extend the time to complete a business combination a total of eight (8) times, as follows: (i) two (2) times for an additional three (3) months each time from December 16, 2022 to June 16, 2023, followed by (ii) six (6) times for an additional one (1) month each time from June 16, 2023 to December 16, 2023; by depositing into the trust account $360,000 for each three-month extension and $120,000 for each one-month extension.

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The purpose of the Charter Amendment and the Trust Amendment is to allow the Company an option to further extend the time to complete a business combination. Our board of directors has determined that it is in the best interests of our shareholders to allow the Company to extend the time to complete a business combination a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024, and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended to the Extended Termination Date.

The purpose of the Charter Amendment and the Trust Amendment is to allow for twelve (12) one-month extensions, with a required Extension Payment of $50,000 for each one-month extension. Our insiders or their affiliates or designees will elect to exercise each extension on an as-needed basis only.

We know that many of our shareholders will be unable to attend the Annual Meeting. We are soliciting proxies so that each shareholder has an opportunity to vote on all matters that are scheduled to come before the shareholders at the Annual Meeting. Whether or not you plan to attend, please take the time now to read the Proxy Statement and vote by submitting by mail a paper copy of your proxy or vote instructions, so that your shares are represented at the meeting. You may also revoke your proxy or vote instructions and change your vote at any time prior to the Annual Meeting. Regardless of the number of Company shares you own, your presence in person or by proxy is important for quorum purposes and your vote is important for proper corporate action.

Thank you for your continuing interest in Kairous Acquisition Corp. Limited. We look forward to seeing you at the Annual General Meeting.

If you have any questions about the Proxy Statement, please contact us at Kairous Acquisition Corp. Limited, Level 39 Marina Bay Financial Centre Tower 2, 10 Marina Boulevard, City Singapore 018983, Singapore. You may also contact the proxy solicitor with any questions at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and Brokers call (203) 658-9400

Email: [email protected]

Sincerely,

/s/ Athiwat Apichote
Athiwat<br> Apichote
Chief<br> Executive Officer

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KAIROUSACQUISITION CORP. LIMITED

Level 39 Marina Bay Financial Centre Tower 2

10 Marina Boulevard

City Singapore 018983, Singapore

NOTICEOF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TOBE HELD ON DECEMBER 14, 2023

To the Shareholders of Kairous Acquisition Corp. Limited:

NOTICE IS HEREBY GIVEN that an Annual General Meeting (the “Annual Meeting”) of Shareholders of Kairous Acquisition Corp. Limited (the “Company” or “we”), a Cayman Islands company, will be held at Grand Hyatt Erawan Bangkok , 494 Ratchadamri Rd, Lumphini, Pathum Wan, Bangkok 10330, Thailand (and via video conference at https://www.cstproxy.com/kairousacquisitioncorp/2023and entering the control number included on your proxy card) on December 14, 2023, at 10 a.m. local time, for the purposes of considering and voting upon, and if thought fit, passing and approving the following resolutions:

1. To approve as a special resolution that the Company’s second amended and restated memorandum and articles of association (the “Charter”) be deleted in their entirety and the substitution in their place of the third amended and restated memorandum and articles of association of the Company in the form attached as Annex A hereto (the “Charter Amendment”) which reflects the extension of the date by which the Company has to consummate a business combination (the “Extension”) a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 (the “Current Termination Date”) to December 16, 2024 (the termination date as so extended, the “Extended Termination Date”).

2. To approve as an ordinary resolution that the Company’s investment management trust agreement (the “Trust Agreement”), dated as of December 13, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “trustee”), as amended, be amended (the “Trust Amendment”) to allow the Company to extend the date on which to commence liquidating the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”) a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024; by depositing into the trust account $50,000 for each one-month extension (each, an “Extension Payment”) in the event the Company has not consummated a business combination by the Extended Termination Date.

3. To approve as an ordinary resolution that the Chairman of the Annual Meeting be directed to adjourn the Annual 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 meeting, there are not sufficient votes to approve Charter Amendment and the Trust Amendment (the “Adjournment Proposal”).

The Board has fixed the close of business on November 1, 2023 as the record date for the meeting and only holders of shares of record at that time will be entitled to notice of and to vote at the Annual Meeting or any adjournment or adjournments thereof.

	By<br> Order of the Board of Directors

	/s/ Athiwat Apichote
	Athiwat<br> Apichote
	Chief<br> Executive Officer

Singapore

November 28, 2023

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IMPORTANT

IFYOU CANNOT PERSONALLY ATTEND THE ANNUAL MEETING, IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE ISSUES INCLUDED ON THE ENCLOSED PROXYAND DATE, SIGN AND MAIL IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES OF AMERICA.

IMPORTANTNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 14, 2023. THISPROXY STATEMENT TO THE SHAREHOLDERS WILL BE AVAILABLE AT https://www.cstproxy.com/kairousacquisitioncorp/2023/proxy.

KAIROUSACQUISITION CORP. LIMITED

Level 39 Marina Bay Financial Centre Tower 2

10 Marina Boulevard

City Singapore 018983, Singapore

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PROXYSTATEMENTFORANNUAL GENERAL MEETING OF SHAREHOLDERSTO BE HELD ON DECEMBER 14, 2023FIRST MAILED ON OR ABOUT NOVEMBER 29, 2023

Date,Time and Place of the Annual Meeting

The enclosed proxy is solicited by the Board of Directors (the “Board”) of Kairous Acquisition Corp. Limited (the “Company”), an exempted Cayman Islands company, in connection with the Annual General Meeting of Shareholders (the “Annual Meeting”) to be held at Grand Hyatt Erawan Bangkok, 494 Ratchadamri Rd, Lumphini, Pathum Wan, Bangkok 10330, Thailand (and via video conference at https://www.cstproxy.com/kairousacquisitioncorp/2023 and entering the control number included on your proxy card) on December 14, 2023, at 10 a.m. local time, and any adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting.

The principal executive office of the Company is Level 39 Marina Bay Financial Centre Tower 2, 10 Marina Boulevard, City Singapore 018983, Singapore, and its telephone number, including area code, is +662-255-6851.

Purposeof the Annual Meeting

At the Annual Meeting, you will be asked to consider and vote upon the following matters:

	1.	A<br> proposal to amend (the “Charter Amendment”) the Company’s second amended and restated memorandum and articles<br> of association (the “Charter”) to extend the date by which the Company has to consummate a business combination<br> (the “Extension”) a total of twelve (12) times for an additional one (1) month each time from December 16, 2023<br> (the “Current Termination Date”) to December 16, 2024 (the termination date as so extended, the “Extended Termination Date”); each time.

	2.	A<br> proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement (the “Trust Agreement”), dated as of December 13, 2021, by and between the Company and Continental Stock Transfer & Trust Company<br> (the “trustee”), as amended, to extend the date on which to commence liquidating the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”) a total<br> of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024 by depositing into the<br> trust account $50,000 for each one-month extension (each, an “Extension Payment”) for each one-month extension<br> in the event the Company has not consummated a business combination by the Extended Termination Date.

	3.	To<br> act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “Adjournment Proposal”).

The Company’s IPO prospectus originally provides that the Company has until December 16, 2022 to complete its initial business combination, but may extend such period for up to three times by an additional three months each time until September 16, 2023. Subsequently at the annual meeting of shareholders held on December 2, 2022, the Company’s shareholders approved an amended and restated memorandum and articles of association and an amendment to the Trust Agreement, such that the Company has the right to extend the time to complete a business combination a total of eight (8) times, as follows: (i) two (2) times for an additional three (3) months each time from December 16, 2022 to June 16, 2023, followed by (ii) six (6) times for an additional one (1) month each time from June 16, 2023 to December 16, 2023; by depositing into the trust account $360,000 for each three-month extension and $120,000 for each one-month extension.

Following the completion of our IPO in December 2021, our representatives have engaged in extensive discussions with business owners with respect to potential business combination opportunities. The purpose of the Charter Amendment and the Trust Amendment is to allow the Company an option to further extend the time to complete a business combination. Our board of directors has determined that it is in the best interests of our shareholders to extend the Current Termination Date so to allow the Company to extend the time to complete a business combination a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024; by depositing into the trust account an Extension Payment of $50,000 for each one-month extension and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended to the Extended Termination Date (the “Extension”). Under our current Charter, if we do not consummate an initial business combination by December 16, 2023, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public shareholders and our warrants to purchase our ordinary shares will expire worthless.

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Both the Trust Agreement and the Company’s charter will be amended to reflect the foregoing. The Charter Amendment is attached hereto as Annex A, and the Trust Amendment is attached hereto as Annex B.

Our sponsor, Kairous Asia Limited (the “Sponsor”), wants to pay an extension amount that is less than that provided by the current Charter and Trust Agreement, on a month-to-month and as-needed basis only. Under the current Charter and Trust Agreement, each three-month extension payment is $360,000 and each one-month extension payment is $120,000. The amount now proposed to be paid would be $50,000 for each one-month extension. However, this could be contrary to the interests of our remaining public shareholders, given that there will be less funds in the Trust Account on an aggregate basis than if the extension provisions were not amended.

After consultation with the Sponsor, Company management has reasons to believe that, if the Charter Amendment and Trust Amendment proposals are approved, the Sponsor or its affiliates will, in connection with each extension, contribute $50,000 for each one-month extension, as the case may be, to the Company as a loan (each loan being referred to herein as a “contribution”) for the Company to deposit the funds into the Trust Account as the Extension Payment upon five (5) days’ advance notice prior to the applicable deadlines. The first extension payment after the approval of the Charter Amendment Proposal must be made prior to the Current Termination Date, while the second extension payment must be deposited into the trust account no fewer than five (5) calendar days prior to the then existing termination date. The contribution(s) will bear no interest and will be repayable by the Company to the Sponsor upon consummation of an initial business combination. The loans will be forgiven by the Sponsor or its affiliate if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account. Each of the Charter Amendment, Trust Amendment, and the Adjournment Proposal are more fully described in the accompanying Proxy Statement.

As of November 24, 2023, there was approximately $23,895,981.58 in the Trust Account. If the Charter Amendment Proposal and Trust Amendment Proposal are not approved, and we do not consummate an initial business combination by December 16, 2023, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public shareholders and our warrants to purchase Ordinary Shares (as defined below) will expire worthless.

VotingRights and Revocation of Proxies

The record date with respect to this solicitation is the close of business on November 1, 2023 (the “Record Date”) and only shareholders of record at that time will be entitled to vote at the Annual Meeting and any adjournment or adjournments thereof.

The Company’s ordinary shares (“Ordinary Shares”) represented by all validly executed proxies received in time to be taken to the meeting and not previously revoked will be voted at the meeting. This proxy may be revoked by the shareholder at any time prior to its being voted by filing with the Secretary of the Company either a notice of revocation or a duly executed proxy bearing a later date. We intend to release this Proxy Statement and the enclosed proxy card to our shareholders on or about November 28, 2023.

Dissenters’Right of Appraisal

Holders of Ordinary Shares do not have appraisal rights under the laws of the Cayman Islands or under the governing documents of the Company in connection with this solicitation.

OutstandingShares and Quorum

The number of outstanding Ordinary Shares entitled to vote at the meeting is 4,435,959. Each Ordinary Share is entitled to one vote. The presence in person or by proxy at the Annual Meeting of the holders of 2,217,981 shares, or a majority of the number of outstanding Ordinary Shares, will constitute a quorum. There is no cumulative voting. Shares that abstain or for which the authority to vote is withheld on certain matters (so-called “broker non-votes”) will be treated as present for quorum purposes on all matters.

BrokerNon-Votes

Holders of Ordinary Shares that are held in street name must instruct their bank or brokerage firm that holds their shares how to vote their shares. If a shareholder does not give instructions to his or her bank or brokerage firm, it will nevertheless be entitled to vote the shares with respect to “routine” items, but it will not be permitted to vote the shares with respect to “non-routine” items. In the case of a non-routine item, such shares will be considered “broker non-votes” on that proposal. The Company believes that all of the proposals presented to the shareholders at this Annual Meeting will be considered “non-routine” items. Accordingly, banks or brokerages cannot use discretionary authority to vote shares on Proposals 1, 2 or 3 if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.

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RequiredVotes for Each Proposal to Pass

Assuming the presence of a quorum at the Annual Meeting:

Proposal	Vote Required	Broker<br><br> <br>Discretionary Vote Allowed

Charter<br> Amendment	Two-thirds<br> majority of the shares present in person or by proxy and entitled to vote	No
Trust<br> Amendment	Majority<br> of the shares present in person or by proxy and entitled to vote	No
Adjournment	Majority<br> of the outstanding shares in person or by proxy and entitled to vote	No

Abstentions will not count as a vote against each of the proposals.

VotingProcedures

Each Ordinary Share that you own in your name entitles you to one vote on each of the proposals for the Annual Meeting. Your proxy card shows the number of Ordinary Shares that you own.

	●	You<br> can vote your Ordinary Shares in advance of the Annual Meeting by completing, signing, dating and returning the enclosed proxy card<br> in the postage-paid envelope provided. If you hold your shares in “street name” through a broker, bank or other nominee,<br> you will need to follow the instructions provided to you by your broker, bank or other nominee to ensure that your shares are represented<br> and voted at the Annual Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will<br> vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to<br> vote your shares, your Ordinary Shares will be voted as recommended by our board of directors. Our board of directors recommends<br> voting “FOR” each of the Charter Amendment, the Trust Amendment Proposal and the Adjournment Proposal.

	●	You<br> can attend the Annual Meeting and vote in person even if you have previously voted by submitting a proxy. You will be given a ballot<br> when you arrive. However, if your Ordinary Shares are held in the name of your broker, bank or other nominee, you must get a proxy<br> from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted<br> your shares.

Solicitationof Proxies

We have retained Morrow Sodali LLC, a proxy solicitation firm, for assistance in connection with the solicitation of proxies for the Annual Meeting. Any customary fees of Morrow Sodali LLC will be paid by us. In addition, our officers and directors may solicit proxies by mail, telephone, facsimile, and personal interview, for which no additional compensation will be paid, though they may be reimbursed for their out-of-pocket expenses. We will bear the cost of preparing, assembling and mailing the enclosed form of proxy, this proxy statement and other material which may be sent to stockholders in connection with this solicitation. We may reimburse brokerage firms and other nominee holders for their reasonable expenses in sending proxies and proxy material to the beneficial owners of our Ordinary Shares. You may contact the proxy solicitor with any questions at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and Brokers call (203) 658-9400

Email: [email protected]

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Deliveryof Proxy Materials to Households

Only one copy of the Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023 Annual Report”) and this Proxy Statement will be delivered to an address where two or more shareholders reside with the same last name or whom otherwise reasonably appear to be members of the same family based on the shareholders’ prior express or implied consent.

We will deliver promptly upon written or oral request a separate copy of the 2023 Annual Report on Form 10-K and this Proxy Statement. If you share an address with at least one other shareholder, currently receive one copy of our Annual Report on Form 10-K and Proxy Statement at your residence, and would like to receive a separate copy of our Annual Report on Form 10-K and Proxy Statement for future shareholder meetings of the Company, please specify such request in writing and send such written request to Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, Individuals call toll-free (800) 662-5200, Banks and Brokers call (203) 658-9400, Email: [email protected].

If you share an address with at least one other shareholder and currently receive multiple copies of Annual Report on Form 10-K and Proxy Statement, and you would like to receive a single copy of Annual Report on Form 10-K and Proxy Statement, please specify such request in writing and send such written request to Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, Individuals call toll-free (800) 662-5200, Banks and Brokers call (203) 658-9400, Email: [email protected].

RedemptionRights

Pursuant to our current Charter, any holders of our public shares may demand that such shares be redeemed for a pro rata share of the aggregate amount on deposit in the trust account, less taxes payable, calculated as of two (2) business days prior to the Annual Meeting. Regardless whether you vote for or against the Charter Amendment and the Trust Amendment, if your request is properly made and the Charter Amendment and the Trust Amendment are approved, these shares will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of our IPO (calculated as of two (2) business days prior to the Annual Meeting). For illustrative purposes only, based on funds in the trust account of approximately $23,895,981.58 on November 24, 2023, the estimated per share redemption price would have been approximately $11.43.

In order to exercise your redemption rights, you must submit a request in writing prior to 5:00 p.m., Eastern time on December 12, 2023 (two (2) business days before the Annual Meeting) that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor 1 State Street, 30th Floor

Attn: Mark Zimkind

E-mail: [email protected]

And

	●	☐	deliver<br> your public shares either physically or electronically through DTC to our transfer agent at least two (2) business days before the<br> Annual Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot<br> sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that<br> shareholders should generally allow at least two (2) weeks to obtain physical certificates from the transfer agent. However, we do<br> not have any control over this process and it may take longer than two (2) weeks. Shareholders who hold their shares in street name<br> will have to coordinate with their broker, bank or other nominee to have the shares certificated or delivered electronically. If<br> you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with our consent, until the vote is taken with respect to the Charter Amendment and the Trust Amendment. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed above.

Prior to exercising redemption rights, shareholders should verify the market price of our Ordinary Shares, as they may receive higher proceeds from the sale of their Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our Ordinary Shares when you wish to sell your shares.

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If you exercise your redemption rights, your Ordinary Shares will cease to be outstanding immediately prior to the Annual Meeting (assuming the Charter Amendment and Trust Amendment are approved) and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the trust account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Company, if any. You will be entitled to receive cash for these shares only if you properly and timely request redemption.

If the Charter Amendment Proposal and Trust Amendment Proposal are not approved, and we do not consummate an initial business combination by December 16, 2023, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public shareholders and our warrants to purchase Ordinary Shares will expire worthless.

Holders of outstanding units must separate the underlying public shares, public rights and public warrants prior to exercising redemption rights with respect to the public shares.

If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company with written instructions to separate such units into public shares, public rights and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights with respect to the public shares upon the separation of the public shares from the units.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares, public rights and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the public shares upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each person who is known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares, (ii) each of our officers and directors, and (iii) all of our officers and directors as a group as of November 28, 2023. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon exercise of the warrants or conversion of rights, as the warrants are not exercisable within 60 days of November 28, 2023 and the rights are not convertible within 60 days of November 28, 2023.

Name and Address of Beneficial Owner^(1)^
Kairous Asia Limited^(2)^	2,143,143	21.12	%
Athiwat Apichote	-	-
Usanee Lekvanichkul	-	-
Duke Fu	-	-
Dhas Udomdhammabhakdi	-	-
Chandresh Patel	-	-
All directors and executive officers (five (5) individuals) as a group	-	-
Joseph Lee Moh Hon ^(2)^	2,143,143	21.12	%
Owl Creek Asset Management,<br> L.P. ^(3)^	475,000	10.71	%
Feis Equities LLC^(4)^	456,970	10.30	%
Shaolin Capital Management<br> LLC^(5)^	200,000	4.51	%
Polar Asset Management Partners<br> Inc.^(6)^	412,400	9.30	%

* Less than 1%.

(1)	Unless<br> otherwise indicated, the business address of each of the individuals is c/o Kairous Acquisition Corp. Limited, Level 39 Marina Bay Financial Centre Tower 2, 10 Marina Boulevard, City Singapore 018983, Singapore.

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| --- | | (2) | Represents shares held by Kairous Asia Limited, our sponsor. Our sponsor is owned as to 51% by Kairous Ventures Limited, which in turn is owned as to 66.5% by Joseph Lee Moh Hon and 33.5% by Kean Yaw See Toh; and as to 49% by Regeneration Capital (Cayman) Limited. By virtue of Mr. Joseph Lee Moh Hon’s control over Kairous Ventures Limited and hence Kairous Asia Limited, he is deemed to have shared voting and investment power over the ordinary shares held by Kairous Asia Limited. Mr. Joseph Lee Moh Hon disclaims his beneficial ownership of the shares held of record by Kairous Asia Limited other than his pecuniary interest therein. | | --- | --- | | | | | (3) | Based on a Schedule 13G filed by the reporting person. The address for the reporting person is 640 Fifth Avenue, 20th Floor, New York, NY 10019. Owl Creek Asset Management, L.P., is a Delaware limited partnership and the investment manager of Owl Creek Credit Opportunities Master Fund, Ltd. and a sub-advisor to a certain sub-account (collectively, the “Owl Creek Fund and Account”), with respect to the ordinary shares owned by the Owl Creek Fund and Account. Jeffrey A. Altman is managing member of the general partner of Owl Creek Asset Management, L.P., with respect to the Ordinary Shares owned by the Owl Creek Fund and Account. | | | | | (4) | Based on a Schedule 13G filed by the reporting person. The address for the reporting persons is 20 North Wacker Drive, Suite 2115, Chicago, Illinois 60606. | | | | | (5) | Based on a Schedule 13G filed by the reporting person. The address for the reporting person is 230 NW 24th Street, Suite 603, Miami, FL 33127. Shaolin Capital Management LLC, a company incorporated under the laws of State of Delaware, which serves as the investment advisor to Shaolin Capital Partners Master Fund, Ltd. a Cayman Islands exempted company, MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC, DS Liquid DIV RVA SCM LLC and Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC being managed accounts advised by the Shaolin Capital Management LLC. | | | | | (6) | Based on a Schedule 13G filed by the reporting person. The address for the reporting person is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6. Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”) with respect to the ordinary shares directly held by PMSMF. |

All of the insider shares issued and outstanding prior to the IPO were placed in escrow with Continental, as escrow agent, until the earlier of (1) six months after the date of the consummation of our initial business combination; or (2) after the date of the consummation of our initial business combination, and subsequently, we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property; or (3) after 150 calendar days after the date of the consummation of our initial business combination, and subsequently, the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period. If after the consummation of our initial business combination, whereby all the outstanding shares are exchanged or redeemed for cash or another issuer’s shares, then the insider shares shall be permitted to come out of escrow to participate.

During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) for transfers to our officers, directors or their respective affiliates (including for transfers to an entity’s members upon its liquidation), (ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of our securities, (vi) by private sales made at or prior to the consummation of a business combination at prices no greater than the price at which the shares were originally purchased or (vii) to us for no value for cancellation in connection with the consummation of our initial business combination, in each case (except for clause (vii)) where the transferee agrees to the terms of the escrow agreement, but will retain all other rights as our shareholders, including, without limitation, the right to vote their ordinary shares and the right to receive cash dividends, if declared. If dividends are declared and payable in ordinary shares, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate the trust account, none of our initial shareholders will receive any portion of the liquidation proceeds with respect to their insider shares.

In order to meet our working capital needs, our initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the notes may be converted upon consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 160,000 ordinary shares (which includes 10,000 shares issuable upon conversion of rights) and warrants to purchase 50,000 ordinary shares if $500,000 of notes were so converted). Our shareholders have approved the issuance of the units and underlying securities upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we do not complete a business combination, the loans will not be repaid.

Our Sponsor and our executive officers and directors are deemed to be our “promoters,” as that term is defined under the Federal securities laws.

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RisksRelated to Being Deemed an Investment Company

Ifwe are deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment CompanyAct”), 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 an initial business combination and liquidate the Company.

The Company could potentially be subject to the Investment Company Act and the regulations thereunder. If we are deemed to be an unregistered investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete a Business Combination and instead to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of investing and owning shares in a successor operating business, including the potential appreciation in the value of our shares, warrants and rights following such a transaction, and upon a liquidation of the Company, our warrants and rights would expire worthless.

Tomitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we intend toconvert all of the assets held in the Trust Account into cash or interest bearing deposits prior to November 30, 2023,and hold the funds in the Trust Account in cash until the earlier of the consummation of the Initial Business Combination or ourliquidation. As a result, following the conversion of securities in the Trust Account, we would likely receiveminimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders wouldreceive upon any redemption or liquidation of the Company.

As of the date hereof, substantially all of the assets held in the Trust Account are held in treasury fund meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. The fact that the funds in our Trust Account have been held in securities makes it more likely that we could be deemed to be an unregistered investment company than other special purpose acquisition companies that hold their trust account funds solely in cash.

The Company consummated its initial public offering on December 16, 2021. In order to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, the Company intends to convert all of the assets held in the Trust Account into cash or interest bearing deposits prior to November 30, 2023 to ensure that the Company does not fall within the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act. Following such conversion, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to convert the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

In addition, the longer that the funds in the Trust Account are held in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of investing and owning shares in a successor operating business, including the potential appreciation in the value of our shares, warrants and rights following such a transaction, and, upon a liquidation of the Company, our warrants and rights would expire worthless. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time and instead hold all funds in the trust account in cash, which would further reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

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PROPOSAL1: THE CHARTER AMENDMENT

The proposed Charter Amendment would amend our existing charter to extend the date by which the Company has to consummate a business combination (the “Extension”) a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024 (the termination date as so extended, the “Extended Termination Date”).

Initially, the Company had until December 16, 2022 to complete its initial business combination, before giving effect to three three-month extensions. Subsequently at the annual meeting of shareholders held on December 2, 2022, the Company’s shareholders approved an amended and restated memorandum and articles of association and an amendment to the Trust Agreement, such that the Company has the right to extend the time to complete a business combination a total of eight (8) times, as follows: (i) two (2) times for an additional three (3) months each time from December 16, 2022 to June 16, 2023, followed by (ii) six (6) times for an additional one (1) month each time from June 16, 2023 to December 16, 2023 (the “Current Termination Date”).

Pursuant to the terms of the proposed Charter Amendment, in order to extend the time available for us to consummate our initial business combination, our insiders or their affiliates or designees must deposit $50,000 into the trust account for each one (1) month extension. The first extension payment after the approval of the Charter Amendment Proposal must be made prior to the Current Termination Date, while the second extension payment must be deposited into the trust account no fewer than five (5) calendar days prior to the then existing termination date. Both the Trust Agreement and the Company’s charter will be amended to reflect the foregoing. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would be paid upon consummation of our initial business combination. We intend to issue a press release announcing the deposit of funds promptly after such funds are deposited into the trust account. The full proposed third amended and restated memorandum and articles of association are attached to this proxy statement as Annex A. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms. However, the Company will not proceed with the Charter Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001, and in such event, we will not affect the Charter Amendment or the Trust Amendment and we will move to liquidate the trust account and dissolve the Company promptly after the Annual Meeting.

Reasonsfor the Proposed Charter Amendment

The Company is proposing to amend its charter to allow the Company to extend its life a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024.

Our board of directors has determined that it is in the best interests of our shareholders to allow the Company to extend the time to complete a business combination a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024; and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended to the Extended Termination Date.

Our sponsor, Kairous Asia Limited (the “Sponsor”), wants to pay an extension amount that is less than that provided by the current Charter and Trust Agreement, on a month-to-month and as-needed basis only. Under the current Charter and Trust Agreement, each three-month extension payment is$360,000, and each one-month extension payment is $120,000. The amount now proposed to be paid would be $50,000 for each one-month extension. However, this could be contrary to the interests of our remaining public shareholders, given that there will be less funds in the Trust Account on an aggregate basis than if the extension provisions were not amended.

After consultation with the Sponsor, Company management has reasons to believe that, if the Charter Amendment and Trust Amendment proposals are approved, the Sponsor or its affiliates will, in connection with each one-month extension, contribute $50,000 to the Company as a loan (each loan being referred to herein as a “contribution”) for the Company to deposit the funds into the Trust Account as the Extension Payment, upon five (5) days’ advance notice prior to the applicable deadlines. The first extension payment after the approval of the Charter Amendment Proposal must be made prior to the Current Termination Date, while the second extension payment must be deposited into the trust account no fewer than five (5) calendar days prior to the then existing termination date. The contribution(s) will bear no interest and will be repayable by the Company to the Sponsor upon consummation of an initial business combination. The loans will be forgiven by the Sponsor or its affiliate if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account. Each of the Charter Amendment, Trust Amendment and the Adjournment Proposal are more fully described in the accompanying Proxy Statement.

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If the Charter Amendment proposal is not approved and we have not consummated a business combination by the Current Termination Date, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten 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 income, 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 liquidation distributions, if any), subject to applicable law, and (c) 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 the laws of the Cayman Islands to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect to our warrants or rights which will expire worthless in the event we wind up.

If the Charter Amendment Proposal is not approved, and we do not consummate an initial business combination by December 16, 2023, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public shareholders and our warrants to purchase Ordinary Shares will expire worthless.

Wemay not be able to complete an initial business combination with a U.S. target company since such initial business combination may besubject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment inthe United States (CFIUS), or ultimately prohibited.

Our Sponsor is Kairous Asia Limited, a non-U.S. person, which is controlled by Joseph Lee Moh Hon, also a non-U.S. person. We are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as our Sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by December 16, 2023 because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $11.38 per share, and our warrants and rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

VoteRequired and Board of Directors’ Recommendation

Approval of the Charter Amendment to the amended and restated memorandum and articles of association requires the affirmative vote of at least two-thirds of the outstanding shares present. If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares on this proposal, unless you direct the holder how to vote, by marking your proxy card. Broker non-votes, abstentions or the failure to vote on the Charter Amendment will not count as a vote cast at the Annual Meeting and will have no effect on the outcome of the vote on any proposal.

TheBoard recommends a vote “FOR” the Charter Amendment.

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PROPOSAL2: THE TRUST AMENDMENT

The proposed Trust Amendment would amend our existing Trust Agreement, allowing the Company to extend the time available for us to consummate our initial business combination a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 December 16, 2024 (the “Trust Amendment”) by depositing into the Trust Account the sum of $50,000 for each one-month extension, and make other conforming amendments. A copy of the proposed Trust Amendment is attached to this proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms. The first extension payment after the approval of the Charter Amendment Proposal must be made prior to the Current Termination Date, while the second extension payment must be deposited into the trust account no fewer than five (5) calendar days prior to the then existing termination date. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would be paid upon consummation of our initial business combination. The complete text of the proposed amendment is attached to this proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms. However, the Company will not proceed with the Trust Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001, and in such event, we will not affect the Charter Amendment or the Trust Amendment and we will move to liquidate the trust account and dissolve the Company promptly after the Annual Meeting.

Reasonsfor the Proposed Trust Amendment

The Company is proposing to amend its Trust Agreement allow the Company to extend its life a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024.

The Trust Amendment is essential to allow the Company an option to further extend the time to consummate a business combination. Approval of the Trust Amendment is a condition to the implementation of the extension.

Our sponsor, Kairous Asia Limited (the “Sponsor”), wants to pay an extension amount that is less than that provided by the current Charter and Trust Agreement, on a month-to-month as-needed basis only. Under the current Charter and Trust Agreement, each three-month extension payment is $360,000 and each one-month extension payment would be $120,000. The amount now proposed to be paid would be $50,000 for each one-month extension. However, this could be contrary to the interests of our remaining public shareholders, given that there will be less funds in the Trust Account on an aggregate basis than if the extension provisions were not amended.

After consultation with the Sponsor, Company management has reasons to believe that, if the Charter Amendment and Trust Amendment proposals are approved, the Sponsor or its affiliates will, in connection with each one-month extension, contribute $50,000 to the Company as a loan (each loan being referred to herein as a “contribution”) for the Company to deposit the funds into the Trust Account as the Extension Payment, upon five (5) days’ advance notice prior to the applicable deadlines. The first extension payment after the approval of the Charter Amendment Proposal must be made prior to the Current Termination Date, while the second extension payment must be deposited into the trust account no fewer than five (5) calendar days prior to the then existing termination date. The contribution(s) will bear no interest and will be repayable by the Company to the Sponsor upon consummation of an initial business combination. The loans will be forgiven by the Sponsor or its affiliate if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account. Each of the Charter Amendment, Trust Amendment and the Adjournment Proposal are more fully described in the accompanying Proxy Statement.

If the Trust Amendment proposal is not approved and we have not consummated a business combination by the Current Termination Date, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten 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 income, 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 liquidation distributions, if any), subject to applicable law, and (c) 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 the laws of the Cayman Islands to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect to our warrants or rights which will expire worthless in the event we wind up.

If the Trust Amendment Proposal is not approved, and we do not consummate an initial business combination by December 16, 2023, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public shareholders and our warrants to purchase Ordinary Shares will expire worthless.

VoteRequired and Board of Directors’ Recommendation

The affirmative vote of holders of at least a majority of the outstanding shares present is required to approve the Trust Amendment. Broker non-votes, abstentions or the failure to vote on the Trust Amendment will not count as a vote cast at the Annual Meeting and will have no effect on the outcome of the vote on any proposal.

TheBoard recommends a vote “FOR” the Trust Amendment.

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TRANSACTIONSWITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL

PERSONS

On May 13 and October 21, 2021, the Sponsor received an aggregate of 2,156,250 of the Company’s Ordinary Shares (the “Founder Shares”) in exchange for a capital contribution of $25,000 that was paid by the Sponsor for deferred offering costs. All share amounts have been retroactively restated to reflect this number of Founder Shares. The Founder Shares included an aggregate of up to 281,250 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. Due to the partial exercise of the over-allotment option by the underwriters, these 75,000 shares are no longer subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination or (B) the date of the consummation of our initial business combination, and subsequently, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property or (C) after 150 calendar days after the date of the consummation of our initial business combination, and subsequently, the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period.

Concurrently with our IPO, our Sponsor purchased from us an aggregate of 357,143 private units at $10.00 per private unit (for a total purchase price of $3,571,430). These purchases took place on a private placement basis simultaneously with the consummation of our IPO. All of the proceeds we received from these purchases were placed in the Trust Account. The private units are identical to the units sold in the IPO except as otherwise described in the Company’s IPO prospectus dated December 13, 2021 (“Prospectus”). Our Sponsor also has agreed not to transfer, assign or sell any of the private units or underlying securities (except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described above) until after the completion of our initial business combination.

The Sponsor paid certain administrative expenses and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the year ended June 30, 2022, the related party paid $213,746 of offering costs and other expenses on behalf of the Company. The advances were repaid in full upon completion of the Initial Public Offering. As of June 30, 2023 and 2022, there was no balance due to the related party, respectively.

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On April 23, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Working Capital Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $200,000. On May 12, 2021, the amount of the Working Capital Note was further increased to $1,000,000. On December 10, 2021, the Sponsor agreed to extend the maturity date of the original Working Capital Note to the earlier of (i) July 30, 2023 or (ii) the consummation of the initial business combination. On May 10, 2023, the Company and the Sponsor entered in to an amendment to the Working Capital Note, whereby the Sponsor and the Company agreed that the Working Capital Note shall be payable on the earlier of: (i) July 30, 2023 or (ii) the date on which the Company consummates the initial business combination, by conversion of the Working Capital Note into ordinary shares of the Company concurrently with the closing of a business combination at a price of $10.10 per share. On September 18, 2023, the Company and the Sponsor amended the Working Capital Note to extend the maturity date to the earlier of: (i) December 16, 2023 or (ii) the date on which the Company consummates the initial business combination. On October 25, 2023, the Company and the Sponsor amended the Working Capital Note to increase the principal amount from $1,000,000 to $2,000,000. As of June 30, 2023, there was $420,000 outstanding under the Working Capital Note.

On December 14, 2022 and March 10, 2023, the Company issued two unsecured promissory notes to the Sponsor, each in the amount of $360,000, which amounts were deposited into the Trust Account to extend the available time to complete a business combination for an additional six months in total, from December 16, 2022 to March 16, 2023, then further to June 16, 2023. Subsequently on June 9, 2023, June 30, 2023, August 10, 2023, September 11, 2023, October 10, 2023, and November 10, 2023 we issued six unsecured promissory note arrangements to the Sponsor, each in the amount of $120,000, which amounts were deposited into the Trust Account to extend the available time to complete a business combination for an additional five months in total, from June 16, 2023 to December 16, 2023 (all the promissory notes abovementioned, collectively, the “Extension Notes”). The Sponsor deposited such amount into the Company’s trust account on June 9, 2023, June 30, 2023, August 10, 2023, September 11, 2023, October 10, 2023 and November 10, 2023, respectively.

On May 10, 2023, we entered in to an amendment to Extension Notes that were issued prior to such date with the Sponsor in respect of each of such Extension Notes so as to amend certain terms of the Extension Notes, whereby the Sponsor and us agreed that each of the Extension Notes shall be converted into ordinary shares of the Company prior to or concurrently with the closing of a business combination at a price of $10.10 per share. In the event that a business combination does not close on or prior to December 16, 2023, as such deadline may be further extended, each of the Extension Notes shall be deemed to be terminated and no amounts will thereafter be due from the Company to the Sponsor under the terms thereof.

In order to meet our working capital needs, our initial shareholders, officers and directors and their respective affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the notes may be converted upon consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 160,000 ordinary shares (which includes 50,000 shares issuable upon exercise of warrants and 10,000 shares issuable upon conversion of rights) if $1,000,000 of notes were so converted). Our shareholders have approved the issuance of the units and underlying securities upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we do not complete a business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available. As of June 30, 2023 and 2022 and up to the date of this proxy statement, there was $420,000 and $70,000 outstanding under the Working Capital Loans, respectively.

The holders of our insider shares, as well as the holders of the private units (and all underlying securities) and any securities our initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans or loans to extend our life made to us, will be entitled to registration rights pursuant to an existing agreement signed in connection with the IPO. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the private units or securities issued in payment of working capital loans or loans to extend our life made to us can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

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Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $5,000 per month for office space, utilities and secretarial and administrative support during the Combination Period. Upon the earlier of the completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the years ended June 30, 2023 and June 30, 2022, the Company recorded $60,000 and $32,833 in management fees, respectively.

Other than the fees described above, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, have been paid to any of our initial shareholders, officers or directors who own our ordinary shares, or to any of their respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction that it is).

We will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial shareholder or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.

The Sponsor has paid the expenses incurred by the Company an aggregate of $213,746 on a non-interest bearing basis as of June 30, 2023. As of June 30, 2023 and 2022, the Company owed a balance of $1,260,000 and $70,000, respectively, to our Sponsor.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions, including the payment of any compensation, will require prior approval by a majority of our uninterested “independent” directors (to the extent we have any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors (or, if there are no “independent” directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

Proceduresfor Approval of Related Party Transactions

Our Code of Ethics, which we have adopted upon consummation of the IPO, requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our ordinary shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

We also require each of our directors and executive officers to annually complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

Our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial shareholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view. Furthermore, in no event will any of our existing officers, directors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.

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SECTION16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and ten percent shareholders are required by regulation to furnish us with copies of all Section 16(a) forms they file. We believe that, during the year ended June 30, 2023, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

DIRECTORINDEPENDENCE

The Company currently has three (3) independent directors: Mr. Duke Fu, Dr. Dhas Udomdhammabhakdi, and Mr. Chandresh Patel. Each is independent under the Nasdaq Marketplace Rules.

BoardLeadership Structure and Role in Risk Oversight

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

AuditCommittee

We established an Audit Committee of the board of directors at the closing of our initial public offering, which currently consists of Mr. Duke Fu, Dr. Dhas Udomdhammabhakdi, and Mr. Chandresh Patel, each of whom is an independent director. Dr. Dhas Udomdhammabhakdi is the Chairperson of the Audit Committee. The Audit Committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

	●	reviewing<br> and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board<br> whether the audited financial statements should be included in our Form 10-K;
	●	discussing<br> with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation<br> of our financial statements;
	●	discussing<br> with management major risk assessment and risk management policies;
	●	monitoring<br> the independence of the independent auditor;

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	●	verifying<br> the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible<br> for reviewing the audit as required by law;
	●	reviewing<br> and approving all related-party transactions;
	●	inquiring<br> and discussing with management our compliance with applicable laws and regulations;
	●	pre-approving<br> all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the<br> services to be performed;
	●	appointing<br> or replacing the independent auditor;
	●	determining<br> the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and<br> the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
	●	establishing<br> procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls<br> or reports which raise material issues regarding our financial statements or accounting policies; and
	●	approving<br> reimbursement of expenses incurred by our management team in identifying potential target businesses.

FinancialExpert on Audit Committee

The Audit Committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board of directors has determined that Dr. Dhas Udomdhammabhakdi qualifies as an “Audit Committee financial expert,” as defined under rules and regulations of the SEC.

CompensationCommittee

We established a Compensation Committee of the board of directors at the closing of our initial public offering, which currently consists of Mr. Duke Fu, Dr. Dhas Udomdhammabhakdi, and Mr. Chandresh Patel, each of whom is an independent director under Nasdaq’s listing standards. Mr. Chandresh Patel is the Chairperson of the compensation committee. We adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:

	●	reviewing<br> and approving on an annual basis the corporate goals and objectives relevant to our President and Chief Executive Officer’s<br> compensation, evaluating our President and Chief Executive Officer’s performance in light of such goals and objectives and<br> determining and approving the remuneration (if any) of our President and Chief Executive Officer based on such evaluation;
	●	reviewing<br> and approving the compensation of all of our other executive officers;
	●	reviewing<br> our executive compensation policies and plans;
	●	implementing<br> and administering our incentive compensation equity-based remuneration plans;
	●	assisting<br> management in complying with our proxy statement and annual report disclosure requirements;
	●	approving<br> all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers<br> and employees;
	●	producing<br> a report on executive compensation to be included in our annual proxy statement; and
	●	reviewing,<br> evaluating and recommending changes, if appropriate, to the remuneration for directors.

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NominatingCommittee

We established a Nominating Committee of the board of directors at the closing of our initial public offering, which currently consists of Mr. Duke Fu, Dr. Dhas Udomdhammabhakdi, and Mr. Chandresh Patel, each of whom is an independent director under Nasdaq’s listing standards. Mr. Duke Fu is the Chairperson of the nominating committee. The Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The Nominating Committee considers persons identified by its members, management, shareholders, investment bankers and others. The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that the persons to be nominated:

	●	should<br> have demonstrated notable or significant achievements in business, education or public service;
	●	should<br> possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring<br> a range of skills, diverse perspectives and backgrounds to its deliberations; and
	●	should<br> have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

Shareholders who wish to recommend individuals for consideration by the Nominating Committee to become nominees for election to the Board at our next Annual Meeting of Shareholders may do so by submitting a written recommendation to the Nominating Committee, Kairous Acquisition Corp. Limited, Level 39 Marina Bay Financial Centre Tower 2, 10 Marina Boulevard, City Singapore 018983, Singapore; Attention: Chief Executive Officer, in accordance with the procedures set forth below in this proxy statement under the heading “Shareholder Proposals.” For nominees for election to the Board proposed by shareholders to be considered, the following information concerning each nominee must be timely submitted in accordance with the required procedures:

	●	The<br> candidate’s name, age, business address, residence address, principal occupation or employment, the class and number of shares<br> of our capital stock the candidate beneficially owns, a brief description of any direct or indirect relationships with us, and the<br> other information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director;

	●	A<br> signed consent of the nominee to being named as a nominee, to cooperate with reasonable background checks and personal interviews<br> and to serve as a director, if elected; and

	●	As<br> to the shareholder proposing such nominee, that shareholder’s name and address, the class and number of shares of our capital<br> stock the shareholder beneficially owns, a description of all arrangements or understandings between the shareholder and the candidate<br> and any other person or persons (including their names) pursuant to which the recommendation is being made, a list of all other companies<br> to which the shareholder has recommended the candidate for election as a director in that fiscal year, and a representation that<br> the shareholder intends to appear in person or by proxy at the meeting to nominate the person named in its notice.

SHAREHOLDERCOMMUNICATIONS

Shareholders who wish to communicate with the Board or with specified members of the Board should do so by sending any communication to Kairous Acquisition Corp. Limited, Level 39 Marina Bay Financial Centre Tower 2, 10 Marina Boulevard, City Singapore 018983, Singapore; Attention: Chief Executive Officer.

Any such communication should state the number of shares beneficially owned by the shareholder making the communication. Our Secretary will forward such communication to the full Board or to any individual member or members of the Board to whom the communication is directed, unless the communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Secretary has the authority to discard the communication or take appropriate legal action regarding the communication.

CODEOF ETHICS

We adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business.

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EXECUTIVEOFFICERS AND DIRECTOR COMPENSATION

None of our directors or executive officers has received any compensation from us for services rendered to us. Our new CEO and director, Athiwat Apichote, will receive 100,000 Baht (approximately $2,800) each month, and our new CFO and director, Usanee Lekvanichkul will receive 100,000 Baht (approximately $2,800) each month. Each of our directors, Duke Fu, Dhas Udomdhammabhakdi and Chandresh Patel will receive 8,000 ordinary shares. With respect to our executive officers:

	●	we<br> do not maintain, sponsor or contribute to, and have not had and do not have any obligation to contribute to, any benefit plans, including<br> any qualified or nonqualified defined benefit plans, nonqualified defined contribution plans or other deferred compensation plans,
	●	we<br> have not entered into any employment, service, retention or other agreements or entered into any agreements to provide benefits upon<br> termination of employment or other service with us, and
	●	we<br> have not granted any equity-based awards.

Other than the monthly administration fee payable to our Sponsor , no compensation or fees of any kind, including finder’s fees, consulting fees and other similar fees, will be paid to our insiders or any of the members of our current management team, for services rendered prior to or in connection with the consummation of a business combination. However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf. There is no limit on the amount of out-of-pocket expenses reimbursable by us, except that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate a business combination.

SHAREHOLDERPROPOSALS

Shareholders who wish to present proposals for inclusion in the Company’s proxy materials for the next Annual Meeting of Shareholders may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended. To be eligible, the shareholder proposals must be received by us at our principal executive office on or before June 30, 2024. Under SEC rules, you must have continuously held for at least one year prior to the submission of the proposal (and continue to hold through the date of the meeting) at least $2,000 in market value, or 1%, of our outstanding stock in order to submit a proposal which you seek to have included in the Company’s proxy materials. We may, subject to SEC review and guidelines, decline to include any proposal in our proxy materials.

Shareholders who wish to make a proposal at the next Annual Meeting, other than one that will be included in our proxy materials, must notify us no later than June 30, 2024. If a shareholder who wishes to present a proposal fails to notify us by June 30, 2024, the proxies that management solicits for the meeting will confer discretionary authority to vote on the shareholder’s proposal if it is properly brought before the meeting.

OTHERBUSINESS

While the accompanying Notice of Annual Meeting of Shareholders provides for the transaction of such other business as may properly come before the Annual Meeting, the Company has no knowledge of any matters to be presented at the Annual Meeting other than those listed as Proposals 1, 2, 3 and 4, in the notice. However, the enclosed Proxy gives discretionary authority in the event that any other matters should be presented.

ANNUALREPORT

Upon written request to Secretary, Kairous Acquisition Corp. Limited, Level 39 Marina Bay Financial Centre Tower 2, 10 Marina Boulevard, City Singapore Postcode 018983, Singapore, we will provide without charge to each person requesting a copy of our 2023 Annual Report on Form 10-K, including the financial statements filed therewith. We will furnish a requesting shareholder with any exhibit not contained therein upon specific request.

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PROPOSAL3: THE ADJOURNMENT PROPOSAL

The adjournment proposal, if approved, will request the chairman of the Annual Meeting (who has agreed to act accordingly) to adjourn the Annual Meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Annual Meeting to approve the Charter Amendment Proposal in this proxy statement. If the adjournment proposal is not approved by our shareholders, the chairman of the meeting has the power to adjourn the Annual Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Annual Meeting to approve the Charter Amendment Proposal and the Trust Amendment Proposal.

VoteRequired and Board of Directors’ Recommendation

If a majority of the shares represented in person or by proxy and voting on the matter at the Annual Meeting vote for the adjournment proposal, the chairman of the Annual Meeting will exercise his or her power to adjourn the meeting as set out above.

Recommendation

The Company’s Board of Directors recommends that you vote “FOR” the adjournment proposal.

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	By<br> Order of the Board of Directors.


	Athiwat<br> Apichote
	Chief<br> Executive Officer

Singapore
,<br> 2023

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AnnexA

CompaniesAct (revised)

CompanyLimited by Shares

THIRD****AMENDED AND RESTATED

MEMORANDUMAND ARTICLES OF ASSOCIATION

KAIROUS ACQUISITION CORP. LIMITED

Adoptedby special resolution PASSED ON [ ] 2023

[182233.00001]

CompaniesAct (Revised)

CompanyLimited by Shares

Third****Amended and Restated

Memorandumof Association

KairousAcquisition Corp. Limited

Adoptedby special resolution passed on [ ] 2023

1	The<br> name of the Company is Kairous Acquisition Corp. Limited.
2	The<br> Company’s registered office will be situated at the office of Ogier Global (Cayman)<br> Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009,, Cayman Islands, or at such other<br> place in the Cayman Islands as the directors may at any time decide.
---	---
3	The<br> Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act<br> (Revised), the Company has full power and authority to carry out any object not prohibited<br> by any law of the Cayman Islands.
---	---
4	The<br> Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided<br> by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising<br> all the functions of a natural person of full capacity irrespective of any question of corporate<br> benefit.
---	---
5	Nothing<br> in any of the preceding paragraphs permits the Company to carry on any of the following businesses<br> without being duly licensed, namely:
---	---
(a)	the<br> business of a bank or trust company without being licensed in that behalf under the Banks<br> and Trust Companies Act (Revised); or
---	---
(b)	insurance<br> business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent<br> or broker without being licensed in that behalf under the Insurance Act (Revised);or
---	---
(c)	the<br> business of company management without being licensed in that behalf under the Companies<br> Management Act (Revised).
---	---
6	The<br> Company will not trade in the Cayman Islands with any person, firm or corporation except<br> in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company<br> may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands<br> any of its powers necessary for the carrying on of its business outside the Cayman Islands.
---	---
7	The<br> Company is a company limited by shares and accordingly the liability of each member is limited<br> to the amount (if any) unpaid on that member’s shares.
---	---
8	The<br> share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares of par<br> value US$0.0001 each. Subject to the Companies Act (Revised) and the Company’s articles<br> of association, the Company has power to do any one or more of the following:
---	---
(a)	to<br> redeem or repurchase any of its shares; and
---	---
(b)	to<br> increase or reduce its capital; and
---	---
(c)	to<br> issue any part of its capital (whether original, redeemed, increased or reduced):
---	---
(i)	with<br> or without any preferential, deferred, qualified or special rights, privileges or conditions;<br> or
---	---
(ii)	subject<br> to any limitations or restrictions
---	---

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

(d) to alter any of those rights, privileges, conditions, limitations or restrictions.

9	The<br> Company has power to register by way of continuation as a body corporate limited by shares<br> under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the<br> Cayman Islands.

CompaniesAct (revised)

CompanyLimited by ShareS

THIRD****Amended and Restated

articlesof Association

KAIROUSACQUISITION CORP. LIMITED

Adoptedby special resolution PASSED ON [ ] 2023

CONTENTS

1.	Definitions,<br> interpretation and exclusion of Table A	1

	Definitions	1

	Interpretation	4

	Exclusion<br> of Table A Articles	5

2.	Commencement<br> of Business	5

3.	Shares	5

	Power<br> to issue Shares and options, with or without special rights	5

	Power<br> to issue fractions of a Share	6

	Power<br> to pay commissions and brokerage fees	6

	Trusts<br> not recognised	6

	Power<br> to vary class rights	6

	Effect<br> of new Share issue on existing class rights	7

	No<br> bearer Shares or warrants	7

	Treasury<br> Shares	7

	Rights<br> attaching to Treasury Shares and related matters	7

4.	Register<br> of Members	8

5.	Share<br> certificates	8

	Issue<br> of share certificates	8

	Renewal<br> of lost or damaged share certificates	8

6.	Lien<br> on Shares	9

	Nature<br> and scope of lien	9

	Company<br> may sell Shares to satisfy lien	9

	Authority<br> to execute instrument of transfer	9

	Consequences<br> of sale of Shares to satisfy lien	9

	Application<br> of proceeds of sale	10

7.	Calls<br> on Shares and forfeiture	10

	Power<br> to make calls and effect of calls	10

	Time<br> when call made	10

	Liability<br> of joint holders	10

	Interest<br> on unpaid calls	10

	Deemed<br> calls	11

	Power<br> to accept early payment	11

	Power<br> to make different arrangements at time of issue of Shares	11

	Notice<br> of default	11

| i |

| --- | | | Forfeiture or surrender of Shares | 11 | | --- | --- | --- | | | | | | | Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender | 11 | | | | | | | Effect of forfeiture or surrender on former Member | 12 | | | | | | | Evidence of forfeiture or surrender | 12 | | | | | | | Sale of forfeited or surrendered Shares | 12 | | | | | | 8. | Transfer of Shares | 12 | | | | | | | Form of transfer | 12 | | | | | | | Power to refuse registration | 13 | | | | | | | Power to suspend registration | 13 | | | | | | | Company may retain instrument of transfer | 13 | | | | | | 9. | Transmission of Shares | 13 | | | | | | | Persons entitled on death of a Member | 13 | | | | | | | Registration of transfer of a Share following death or bankruptcy | 13 | | | | | | | Indemnity | 14 | | | | | | | Rights of person entitled to a Share following death or bankruptcy | 14 | | | | | | 10. | Alteration of capital | 14 | | | | | | | Increasing, consolidating, converting, dividing and cancelling share capital | 14 | | | | | | | Dealing with fractions resulting from consolidation of Shares | 15 | | | | | | | Reducing share capital | 15 | | | | | | 11. | Redemption and purchase of own Shares | 15 | | | | | | | Power to issue redeemable Shares and to purchase own Shares | 15 | | | | | | | Power to pay for redemption or purchase in cash or in specie | 16 | | | | | | | Effect of redemption or purchase of a Share | 16 | | | | | | 12. | Meetings of Members | 16 | | | | | | | Power to call meetings | 16 | | | | | | | Content of notice | 17 | | | | | | | Period of notice | 18 | | | | | | | Persons entitled to receive notice | 18 | | | | | | | Publication of notice on a website | 18 | | | | | | | Time a website notice is deemed to be given | 18 | | | | | | | Required duration of publication on a website | 18 | | | | | | | Accidental omission to give notice or non-receipt of notice | 19 | | | | | | 13. | Proceedings at meetings of Members | 19 | | | | | | | Quorum | 19 | | | | | | | Lack of quorum | 19 |

| ii |

| --- | | | Use of technology | 19 | | --- | --- | --- | | | | | | | Chairman | 19 | | | | | | | Right of a director to attend and speak | 20 | | | | | | | Adjournment and Postponement | 20 | | | | | | | Method of voting | 20 | | | | | | | Taking of a poll | 20 | | | | | | | Chairman’s casting vote | 21 | | | | | | | Amendments to resolutions | 21 | | | | | | | Written resolutions | 21 | | | | | | | Sole-member company | 22 | | | | | | 14. | Voting rights of Members | 22 | | | | | | | Right to vote | 22 | | | | | | | Rights of joint holders | 22 | | | | | | | Representation of corporate Members | 22 | | | | | | | Member with mental disorder | 23 | | | | | | | Objections to admissibility of votes | 23 | | | | | | | Form of proxy | 23 | | | | | | | How and when proxy is to be delivered | 23 | | | | | | | Voting by proxy | 24 | | | | | | 15. | Number of directors | 24 | | | | | | 16. | Appointment, disqualification and removal of directors | 24 | | | | | | | No age limit | 24 | | | | | | | Corporate directors | 24 | | | | | | | No shareholding qualification | 25 | | | | | | | Appointment and removal of directors | 25 | | | | | | | Resignation of directors | 26 | | | | | | | Termination of the office of director | 26 | | | | | | 17. | Alternate directors | 26 | | | | | | | Appointment and removal | 26 | | | | | | | Notices | 27 | | | | | | | Rights of alternate director | 27 | | | | | | | Appointment ceases when the appointor ceases to be a director | 27 | | | | | | | Status of alternate director | 28 | | | | | | | Status of the director making the appointment | 28 | | | | | | 18. | Powers of directors | 28 |

| iii |

| --- | | | Powers of directors | 28 | | --- | --- | --- | | | | | | | Appointments to office | 28 | | | | | | | Remuneration | 29 | | | | | | | Disclosure of information | 29 | | | | | | 19. | Delegation of powers | 29 | | | | | | | Power to delegate any of the directors’ powers to a committee | 29 | | | | | | | Power to appoint an agent of the Company | 30 | | | | | | | Power to appoint an attorney or authorised signatory of the Company | 30 | | | | | | | Power to appoint a proxy | 31 | | | | | | 20. | Meetings of directors | 31 | | | | | | | Regulation of directors’ meetings | 31 | | | | | | | Calling meetings | 31 | | | | | | | Notice of meetings | 31 | | | | | | | Period of notice | 31 | | | | | | | Use of technology | 31 | | | | | | | Place of meetings | 31 | | | | | | | Quorum | 31 | | | | | | | Voting | 32 | | | | | | | Validity | 32 | | | | | | | Recording of dissent | 32 | | | | | | | Written resolutions | 32 | | | | | | | Sole director’s minute | 32 | | | | | | 21. | Permissible directors’ interests and disclosure | 32 | | | | | | | Permissible interests subject to disclosure | 32 | | | | | | | Notification of interests | 33 | | | | | | | Voting where a director is interested in a matter | 33 | | | | | | 22. | Minutes | 33 | | | | | | 23. | Accounts and audit | 33 | | | | | | | No automatic right of inspection | 34 | | | | | | | Sending of accounts and reports | 34 | | | | | | | Validity despite accidental error in publication on website | 34 | | | | | | | Audit | 34 | | | | | | 24. | Financial year | 35 | | | | | | 25. | Record dates | 35 | | | | | | 26. | Dividends | 36 |

| iv |

| --- | | | Declaration of dividends by Members | 36 | | --- | --- | --- | | | | | | | Payment of interim dividends and declaration of final dividends by directors | 36 | | | | | | | Apportionment of dividends | 36 | | | | | | | Right of set off | 37 | | | | | | | Power to pay other than in cash | 37 | | | | | | | How payments may be made | 37 | | | | | | | Dividends or other moneys not to bear interest in absence of special rights | 38 | | | | | | | Dividends unable to be paid or unclaimed | 38 | | | | | | 27. | Capitalisation of profits | 38 | | | | | | | Capitalisation of profits or of any share premium account or capital redemption reserve | 38 | | | | | | | Applying an amount for the benefit of members | 38 | | | | | | 28. | Share premium account | 38 | | | | | | | directors to maintain share premium account | 38 | | | | | | | Debits to share premium account | 39 | | | | | | 29. | Seal | 39 | | | | | | | Company seal | 39 | | | | | | | Duplicate seal | 39 | | | | | | | When and how seal is to be used | 39 | | | | | | | If no seal is adopted or used | 39 | | | | | | | Power to allow non-manual signatures and facsimile printing of seal | 39 | | | | | | | Validity of execution | 40 | | | | | | 30. | Indemnity | 40 | | | | | | | Indemnity | 40 | | | | | | | Release | 40 | | | | | | | Insurance | 40 | | | | | | 31. | Notices | 41 | | | | | | | Form of notices | 41 | | | | | | | Electronic communications | 41 | | | | | | | Persons authorised to give notices | 41 | | | | | | | Delivery of written notices | 42 | | | | | | | Joint holders | 42 | | | | | | | Signatures | 42 | | | | | | | Evidence of transmission | 42 | | | | | | | Giving notice to a deceased or bankrupt Member | 42 |

| v |

| --- | | | Date of giving notices | 43 | | --- | --- | --- | | | | | | | Saving provision | 43 | | 32. | Authentication of Electronic Records | 43 | | | | | | | Application of Articles | 43 | | | | | | | Authentication of documents sent by Members by Electronic means | 43 | | | | | | | Authentication of document sent by the Secretary or Officers of the Company by Electronic means | 44 | | | | | | | Manner of signing | 44 | | | | | | | Saving provision | 44 | | | | | | 33. | Transfer by way of continuation | 44 | | | | | | 34. | Winding up | 45 | | | | | | | Distribution of assets in specie | 45 | | | | | | | No obligation to accept liability | 45 | | | | | | | The directors are authorised to present a winding up petition | 45 | | | | | | 35. | Amendment of Memorandum and Articles | 45 | | | | | | | Power to change name or amend Memorandum | 45 | | | | | | | Power to amend these Articles | 45 | | | | | | 36. | Mergers and Consolidations | 45 | | | | | | 37. | Business Combination | 46 | | | | | | 38. | Certain Tax Filings | 49 | | | | | | 39. | Business Opportunities | 49 |

| vi |

| --- |

CompaniesAct (Revised)

CompanyLimited by Shares

Third****Amended and Restated

Articlesof Association

KairousAcquisition Corp. Limited

Adoptedby special resolution passed on [ ] 2023

1.	Definitions, interpretation and exclusion of Table A

Definitions

1.1	In<br> these Articles, the following definitions apply:

Actmeans the Companies Act (Revised) of the Cayman Islands.

Affiliatein 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 (a) 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 (b) 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.

ApplicableLaw means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

Articlesmeans, as appropriate:

(a)	these<br> Amended and Restated Articles of Association as amended, restated, supplemented and/or otherwise<br> modified from time to time: or
(b)	two<br> or more particular Articles of these Articles;
---	---

and Article refers to a particular Article of these Articles.

AuditCommittee means the audit committee of the board of directors of the Company established pursuant to Article 23.8 hereof, or any successor audit committee.

Auditormeans the person for the time being performing the duties of auditor of the Company.

BusinessCombination means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (each a target business), which Business Combination: (a) must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount and taxes payable on the interest earned on the trust account); and (b) must not be effectuated solely with another blank cheque company or a similar company with nominal operations.

| 1 |

| --- |

BusinessDay means a day other than a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City, a Saturday or a Sunday.

ClearDays, in relation to a period of notice, means that period excluding:

(a)	the<br> day when the notice is given or deemed to be given; and
(b)	the<br> day for which it is given or on which it is to take effect.
---	---

ClearingHouse means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

Companymeans the above-named company.

CompensationCommittee means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

DefaultRate means 10% (ten per cent) per annum.

DesignatedStock Exchange means any United States national securities exchange, including the Nasdaq Stock Market LLC, the NYSE American LLC or The New York Stock Exchange LLC or any OTC market on which the Shares are listed for trading.

Electronichas the meaning given to that term in the Electronic Transactions Act (Revised).

ElectronicRecord has the meaning given to that term in the Electronic Transactions Act (Revised).

ElectronicSignature has the meaning given to that term in the Electronic Transactions Act (Revised).

ExchangeAct means the United States Securities Exchange Act of 1934, as amended.

Foundersmeans all Members immediately prior to the consummation of the IPO.

FullyPaid and Paid Up:

(a)	in<br> relation to a Share with par value, means that the par value for that Share and any premium<br> payable in respect of the issue of that Share, has been fully paid or credited as paid in<br> money or money’s worth;
(b)	in<br> relation to a Share without par value, means that the agreed issue price for that Share has<br> been fully paid or credited as paid in money or money’s worth.
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IndependentDirector means a director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange as determined by the directors.

InvestorGroup means the Sponsor and its Affiliates, successors and assigns.

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| --- |

IPOmeans the Company’s initial public offering of securities.

IPORedemption has the meaning given to it in Article 37.6.

Islandsmeans the British Overseas Territory of the Cayman Islands.

Membermeans any person or persons entered on the Register of Members from time to time as the holder of a Share.

Memorandummeans the Amended and Restated Memorandum of Association of the Company as amended, restated, supplemented and/or otherwise modified from time to time.

NominatingCommittee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

Officermeans a person then appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.

OrdinaryResolution means a resolution 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 thereon. The expression also includes a unanimous written resolution.

Over-AllotmentOption means the option of the Underwriters to purchase up to an additional 15% of the firm units (as described at Article 3.4) issued in the IPO at a price equal to US$10.00 per unit, less underwriting discount and commissions.

PublicShare means a Share issued as part of the units (as described in Article 3.4) issued in the IPO.

RedemptionPrice has the meaning given to it in Article 37.6.

Registerof Members means the register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch or duplicate register of Members.

Representativemeans a representative of the Underwriters.

SECmeans the United States Securities and Exchange Commission.

Secretarymeans a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

Sharemeans a share in the share capital of the Company; and the expression:

(a)	includes<br> stock (except where a distinction between shares and stock is expressed or implied); and
(b)	where<br> the context permits, also includes a fraction of a share.
---	---

SpecialResolution has the meaning given to that term in the Act; and the expression includes a unanimous written resolution.

Sponsormeans Kairous Asia Limited, a limited liability company incorporated under the laws of the British Virgin Islands.

| 3 |

| --- |

TaxFiling Authorised Person means such person as any director shall designate from time to time, acting severally.

TreasuryShares means Shares of the Company held in treasury pursuant to the Act and Article 3.14.

TrustAccount means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited.

Underwritermeans an underwriter of the IPO from time to time, and any successor underwriter.

Interpretation

1.2	In<br> the interpretation of these Articles, the following provisions apply unless the context otherwise<br> requires:
(a)	A<br> reference in these Articles to a statute is a reference to a statute of the Islands as known<br> by its short title, and includes:
---	---
(i)	any<br> statutory modification, amendment or re-enactment; and
---	---
(ii)	any<br> subordinate legislation or regulations issued under that statute.
---	---

Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

(b)	Headings<br> are inserted for convenience only and do not affect the interpretation of these Articles,<br> unless there is ambiguity.
(c)	If<br> a day on which any act, matter or thing is to be done under these Articles is not a Business<br> Day, the act, matter or thing must be done on the next Business Day.
---	---
(d)	A<br> word which denotes the singular also denotes the plural, a word which denotes the plural<br> also denotes the singular, and a reference to any gender also denotes the other genders.
---	---
(e)	A<br> reference to a person includes, as appropriate, a company, trust, partnership, joint venture,<br> association, body corporate or government agency.
---	---
(f)	Where<br> a word or phrase is given a defined meaning another part of speech or grammatical form in<br> respect to that word or phrase has a corresponding meaning.
---	---
(g)	All<br> references to time are to be calculated by reference to time in the place where the Company’s<br> registered office is located.
---	---
(h)	The<br> words written and in writing include all modes of representing or reproducing words in a<br> visible form, but do not include an Electronic Record where the distinction between a document<br> in writing and an Electronic Record is expressed or implied.
---	---
(i)	The<br> words including, include and in particular or any similar expression are to be construed<br> without limitation.
---	---
(j)	Any<br> requirements as to execution or signature under the Articles including the execution of the<br> Articles themselves can be satisfied in the form of an Electronic Signature.
---	---
(k)	Sections<br> 8 and 19(3) of the Electronic Transactions Act shall not apply.
---	---
(l)	The<br> term “holder” in relation to a Share means a person whose name is entered in<br> the Register of Members as the holder of such Share.
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| 4 |

| --- |

Exclusionof Table A Articles

1.3	The<br> regulations contained in Table A in the First Schedule of the Act and any other regulations<br> contained in any statute or subordinate legislation are expressly excluded and do not apply<br> to the Company.
2.	Commencement of Business
---	---

2.1	The<br> business of the Company may be commenced as soon after incorporation of the Company as the<br> directors see fit.
2.2	The<br> directors may pay, out of the capital or any other monies of the Company, all expenses incurred<br> in or about the formation and establishment of the Company, including the expenses of registration.
---	---
3.	Shares
---	---

Powerto issue Shares and options, with or without special rights

3.1	Subject<br> to the provisions, if any, in the Act the Memorandum (and to any direction that may be given<br> by the Company in general meeting), these Articles and, where applicable, the rules and regulations<br> of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority<br> or otherwise under Applicable Law, and without prejudice to any rights attached to any existing<br> Shares, the directors have general and unconditional authority to allot (with or without<br> confirming rights of renunciation), issue, grant options over or otherwise deal with any<br> unissued Shares of the Company to such persons, at such times and on such terms and conditions<br> as they may decide. No Share may be issued at a discount except in accordance with the provisions<br> of the Act.
3.2	Without<br> limitation to the preceding Article, the directors may so deal with the unissued Shares of<br> the Company:
---	---
(a)	either<br> at a premium or at par;
---	---
(b)	with<br> or without preferred, deferred or other special rights or restrictions whether in regard<br> to dividend, voting, return of capital or otherwise.
---	---
3.3	The<br> Company may issue rights, options, warrants or convertible securities or securities of similar<br> nature conferring the right upon the holders thereof to subscribe for, purchase or receive<br> any class of Shares or other securities in the Company at such times and on such terms and<br> conditions as the directors may decide.
---	---
3.4	The<br> Company may issue units of securities in the Company, which may be comprised of Shares, rights,<br> options, warrants or convertible securities or securities of similar nature conferring the<br> right upon the holders thereof to subscribe for, purchase or receive any class of Shares<br> or other securities in the Company, on such terms and conditions as the directors may decide.<br> The securities comprising any such units which are issued pursuant to the IPO can only be<br> traded separately from one another on the 52nd day following the date of the prospectus relating<br> to the IPO unless the Representative(s) determines that an earlier date is acceptable, subject<br> to the Company having filed a current report on Form 8-K containing an audited balance sheet<br> reflecting the Company’s receipt of the gross proceeds of the IPO with the SEC and<br> a press release announcing when such separate trading will begin. Prior to such date, the<br> units can be traded, but the securities comprising such units cannot be traded separately<br> from one another.
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| 5 |

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Powerto issue fractions of a Share

3.5	Subject<br> to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share<br> shall be subject to and carry the corresponding fraction of liabilities (whether with respect<br> to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions,<br> rights and other attributes of a Share of that class of Shares.

Powerto pay commissions and brokerage fees

3.6	The<br> Company may, in so far as the Act permits, pay a commission to any person in consideration<br> of that person:
(a)	subscribing<br> or agreeing to subscribe, whether absolutely or conditionally; or
---	---
(b)	procuring<br> or agreeing to procure subscriptions, whether absolute or conditional
---	---

for any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly in another.

3.7	The<br> Company may employ a broker in the issue of its capital and pay him any proper commission<br> or brokerage.

Trustsnot recognised

3.8	Except<br> as required by Applicable Law:
(a)	the<br> Company shall not be bound by or compelled to recognise in any way (even when notified) any<br> equitable, contingent, future or partial interest in any Share, or (except only as is otherwise<br> provided by these Articles or the Act) any other rights in respect of any Share other than<br> an absolute right to the entirety thereof in the holder; and
---	---
(b)	no<br> person other than the Member shall be recognised by the Company as having any right in a<br> Share.
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Powerto vary class rights

3.9	If<br> the share capital is divided into different classes of Shares then, unless the terms on which<br> a class of Shares was issued state otherwise, the rights attaching to a class of Shares may<br> only be varied if one of the following applies:
(a)	the<br> Members holding two thirds of the issued Shares of that class consent in writing to the variation;<br> or
---	---
(b)	the<br> variation is made with the sanction of a Special Resolution passed at a separate general<br> meeting of the Members holding the issued Shares of that class.
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3.10	For<br> the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles<br> relating to general meetings apply, mutatis mutandis, to every such separate meeting except<br> that:
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(a)	the<br> necessary quorum shall be one or more persons holding, or representing by proxy, not less<br> than one third of the issued Shares of the class; and
---	---
(b)	any<br> Member holding issued Shares of the class, present in person or by proxy or, in the case<br> of a corporate Member, by its duly authorised representative, may demand a poll.
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Effectof new Share issue on existing class rights

3.11	Unless<br> the terms on which a class of Shares was issued state otherwise, the rights conferred on<br> the Member holding Shares of any class shall not be deemed to be varied by the creation or<br> issue of further Shares ranking pari passu with the existing Shares of that class.

Capitalcontributions without issue of further Shares

3.12	With<br> the consent of a Member, the directors may accept a voluntary contribution to the capital<br> of the Company from that Member without issuing Shares in consideration for that contribution.<br> In that event, the contribution shall be dealt with in the following manner:
(a)	It<br> shall be treated as if it were a share premium.
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(b)	Unless<br> the Member agrees otherwise:
---	---
(i)	if<br> the Member holds Shares in a single class of Shares, it shall be credited to the share premium<br> account for that class of Shares;
---	---
(ii)	if<br> the Member holds Shares of more than one class, it shall be credited rateably to the share<br> premium accounts for those classes of Shares (in the proportion that the sum of the issue<br> prices for each class of Shares that the Member holds bears to the total issue prices for<br> all classes of Shares that the Member holds).
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(c)	It<br> shall be subject to the provisions of the Act and these Articles applicable to share premiums.
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Nobearer Shares or warrants

3.13	The<br> Company shall not issue Shares or warrants to bearers.

TreasuryShares

3.14	Shares<br> that the Company purchases, redeems or acquires by way of surrender in accordance with the<br> Act shall be held as Treasury Shares and not treated as cancelled if:
(a)	the<br> directors so determine prior to the purchase, redemption or surrender of those shares; and
---	---
(b)	the<br> relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.
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Rightsattaching to Treasury Shares and related matters

3.15	No<br> dividend may be declared or paid, and no other distribution (whether in cash or otherwise)<br> of the Company’s assets (including any distribution of assets to members on a winding<br> up) may be made to the Company in respect of a Treasury Share.
3.16	The<br> Company shall be entered in the Register as the holder of the Treasury Shares. However:
---	---
(a)	the<br> Company shall not be treated as a member for any purpose and shall not exercise any right<br> in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
---	---
(b)	a<br> Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company<br> and shall not be counted in determining the total number of issued shares at any given time,<br> whether for the purposes of these Articles or the Act.
---	---

| 7 |

| --- | | 3.17 | Nothing in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares. | | --- | --- | | 3.18 | Treasury Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms and conditions as the directors determine. | | --- | --- | | 4. | Register of Members | | --- | --- |

4.1	The<br> Company shall maintain or cause to be maintained the Register of Members in accordance with<br> the Act.
4.2	The<br> directors may determine that the Company shall maintain one or more branch registers of Members<br> in accordance with the Act. The directors may also determine which Register of Members shall<br> constitute the principal register and which shall constitute the branch register or registers,<br> and to vary such determination from time to time.
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5.	Share certificates
---	---

Issueof share certificates

5.1	Upon<br> being entered in the Register of Members as the holder of a Share, a Member shall be entitled:
(a)	without<br> payment, to one certificate for all the Shares of each class held by that Member (and, upon<br> transferring a part of the Member’s holding of Shares of any class, to a certificate<br> for the balance of that holding); and
---	---
(b)	upon<br> payment of such reasonable sum as the directors may determine for every certificate after<br> the first, to several certificates each for one or more of that Member’s Shares.
---	---
5.2	Every<br> certificate shall specify the number, class and distinguishing numbers (if any) of the Shares<br> to which it relates and whether they are Fully Paid or partly paid up. A certificate may<br> be executed under seal or executed in such other manner as the directors determine.
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5.3	The<br> Company shall not be bound to issue more than one certificate for Shares held jointly by<br> several persons and delivery of a certificate for a Share to one joint holder shall be a<br> sufficient delivery to all of them.
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Renewalof lost or damaged share certificates

5.4	If<br> a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms<br> (if any) as to:
(a)	evidence;
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(b)	indemnity;
---	---
(c)	payment<br> of the expenses reasonably incurred by the Company in investigating the evidence; and
---	---
(d)	payment<br> of a reasonable fee, if any, for issuing a replacement share certificate
---	---

as the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

| 8 |

| --- | | 6. | Lien on Shares | | --- | --- |

Natureand scope of lien

6.1	The<br> Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered<br> in the name of a Member (whether solely or jointly with others). The lien is for all moneys<br> payable to the Company by the Member or the Member’s estate:
(a)	either<br> alone or jointly with any other person, whether or not that other person is a Member; and
---	---
(b)	whether<br> or not those moneys are presently payable.
---	---
6.2	At<br> any time the directors may declare any Share to be wholly or partly exempt from the provisions<br> of this Article.
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Companymay sell Shares to satisfy lien

6.3	The<br> Company may sell any Shares over which it has a lien if all of the following conditions are<br> met:
(a)	the<br> sum in respect of which the lien exists is presently payable;
---	---
(b)	the<br> Company gives notice to the Member holding the Share (or to the person entitled to it in<br> consequence of the death or bankruptcy of that Member) demanding payment and stating that<br> if the notice is not complied with the Shares may be sold; and
---	---
(c)	that<br> sum is not paid within 14 Clear Days after that notice is deemed to be given under these<br> Articles.
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6.4	The<br> Shares may be sold in such manner as the directors determine.
---	---
6.5	To<br> the maximum extent permitted by Applicable Law, the directors shall incur no personal liability<br> to the Member concerned in respect of the sale.
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Authorityto execute instrument of transfer

6.6	To<br> give effect to a sale, the directors may authorise any person to execute an instrument of<br> transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The<br> title of the transferee of the Shares shall not be affected by any irregularity or invalidity<br> in the proceedings in respect of the sale.

Consequencesof sale of Shares to satisfy lien

6.7	On<br> sale pursuant to the preceding Articles:
(a)	the<br> name of the Member concerned shall be removed from the Register of Members as the holder<br> of those Shares; and
---	---
(b)	that<br> person shall deliver to the Company for cancellation the certificate for those Shares.
---	---

Despite this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate. 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 sale or for any consideration received on their disposal.

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Applicationof proceeds of sale

6.8	The<br> net proceeds of the sale, after payment of the costs, shall be applied in payment of so much<br> of the sum for which the lien exists as is presently payable. Any residue shall be paid to<br> the person whose Shares have been sold:
(a)	if<br> no certificate for the Shares was issued, at the date of the sale; or
---	---
(b)	if<br> a certificate for the Shares was issued, upon surrender to the Company of that certificate<br> for cancellation
---	---

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.

7.	Calls on Shares and forfeiture

Powerto make calls and effect of calls

7.1	Subject<br> to the terms of allotment, the directors may make calls on the Members in respect of any<br> moneys unpaid on their Shares including any premium. The call may provide for payment to<br> be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when<br> and where payment is to be made, each Member shall pay to the Company the amount called on<br> his Shares as required by the notice.
7.2	Before<br> receipt by the Company of any sum due under a call, that call may be revoked in whole or<br> in part and payment of a call may be postponed in whole or in part. Where a call is to be<br> paid in instalments, the Company may revoke the call in respect of all or any remaining instalments<br> in whole or in part and may postpone payment of all or any of the remaining instalments in<br> whole or in part.
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7.3	A<br> Member on whom a call is made shall remain liable for that call notwithstanding the subsequent<br> transfer of the Shares in respect of which the call was made. A person shall not be liable<br> for calls made after such person is no longer registered as Member in respect of those Shares.
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Timewhen call made

7.4	A<br> call shall be deemed to have been made at the time when the resolution of the directors authorising<br> the call was passed.

Liabilityof joint holders

7.5	Members<br> registered as the joint holders of a Share shall be jointly and severally liable to pay all<br> calls in respect of the Share.

Intereston unpaid calls

7.6	If<br> a call remains unpaid after it has become due and payable the person from whom it is due<br> and payable shall pay interest on the amount unpaid from the day it became due and payable<br> until it is paid:
(a)	at<br> the rate fixed by the terms of allotment of the Share or in the notice of the call; or
---	---
(b)	if<br> no rate is fixed, at the Default Rate.
---	---

The directors may waive payment of the interest wholly or in part.

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Deemedcalls

7.7	Any<br> amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise,<br> shall be deemed to be payable as a call. If the amount is not paid when due the provisions<br> of these Articles shall apply as if the amount had become due and payable by virtue of a<br> call.

Powerto accept early payment

7.8	The<br> Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares<br> held by him although no part of that amount has been called up.

Powerto make different arrangements at time of issue of Shares

7.9	Subject<br> to the terms of allotment, the directors may make arrangements on the issue of Shares to<br> distinguish between Members in the amounts and times of payment of calls on their Shares.

Noticeof default

7.10	If<br> a call remains unpaid after it has become due and payable the directors may give to the person<br> from whom it is due not less than 14 Clear Days’ notice requiring payment of:
(a)	the<br> amount unpaid;
---	---
(b)	any<br> interest which may have accrued;
---	---
(c)	any<br> expenses which have been incurred by the Company due to that person’s default.
---	---
7.11	The<br> notice shall state the following:
---	---
(a)	the<br> place where payment is to be made; and
---	---
(b)	a<br> warning that if the notice is not complied with the Shares in respect of which the call is<br> made will be liable to be forfeited.
---	---

Forfeitureor surrender of Shares

7.12

If the notice under the preceding Article is not complied with, the directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the directors may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.

7.13

The directors may accept the surrender for no consideration of any Fully Paid Share.

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Disposalof forfeited or surrendered Share and power to cancel forfeiture or surrender

7.14

A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the directors may authorise some person to execute an instrument of transfer of the Share to the transferee.

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Effectof forfeiture or surrender on former Member

7.15	On<br> forfeiture or surrender:
(a)	the<br> name of the Member concerned shall be removed from the Register of Members as the holder<br> of those Shares and that person shall cease to be a Member in respect of those Shares; and
---	---
(b)	that<br> person shall surrender to the Company for cancellation the certificate (if any) for the forfeited<br> or surrendered Shares.
---	---
7.16	Despite<br> the forfeiture or surrender of his Shares, that person shall remain liable to the Company<br> for all moneys which at the date of forfeiture or surrender were presently payable by him<br> to the Company in respect of those Shares together with:
---	---
(a)	all<br> expenses; and
---	---
(b)	interest<br> from the date of forfeiture or surrender until payment:
---	---
(i)	at<br> the rate of which interest was payable on those moneys before forfeiture; or
---	---
(ii)	if<br> no interest was so payable, at the Default Rate.
---	---

The directors, however, may waive payment wholly or in part.

Evidenceof forfeiture or surrender

7.17	A<br> declaration, whether statutory or under oath, made by a director or the Secretary shall be<br> conclusive evidence of the following matters stated in it as against all persons claiming<br> to be entitled to forfeited Shares:
(a)	that<br> the person making the declaration is a director or Secretary of the Company, and
---	---
(b)	that<br> the particular Shares have been forfeited or surrendered on a particular date.
---	---

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Saleof forfeited or surrendered Shares

7.18	Any<br> person to whom the forfeited or surrendered Shares are disposed of shall not be bound to<br> see to the application of the consideration, if any, of those Shares nor shall his title<br> to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect<br> of, the forfeiture, surrender or disposal of those Shares.
8.	Transfer of Shares
---	---

Formof transfer

8.1	Subject<br> to the following Articles about the transfer of Shares, and provided that such transfer complies<br> with the rules and regulations of the Designated Stock Exchange, the SEC and/or any other<br> competent regulatory authority or otherwise under Applicable Law, a Member may transfer Shares<br> to another person by completing an instrument of transfer in a common form or in a form prescribed<br> by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent<br> regulatory authority or otherwise under Applicable Law or in any other form approved by the<br> directors, executed:
(a)	where<br> the Shares are Fully Paid, by or on behalf of that Member; and
---	---
(b)	where<br> the Shares are partly paid, by or on behalf of that Member and the transferee.
---	---

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| --- | | 8.2 | The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered into the Register of Members. | | --- | --- |

Powerto refuse registration

8.3	If<br> the Shares in question were issued in conjunction with rights, options or warrants issued<br> pursuant to Article 3.4 on terms that one cannot be transferred without the other, the directors<br> shall refuse to register the transfer of any such Share without evidence satisfactory to<br> them of the like transfer of such option or warrant.

Powerto suspend registration

8.4	The<br> directors may suspend registration of the transfer of Shares at such times and for such periods,<br> not exceeding 30 days in any calendar year, as they determine.

Companymay retain instrument of transfer

8.5	The<br> Company shall be entitled to retain any instrument of transfer which is registered; but an<br> instrument of transfer which the directors refuse to register shall be returned to the person<br> lodging it when notice of the refusal is given.
9.	Transmission of Shares
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Personsentitled on death of a Member

9.1	If<br> a Member dies, the only persons recognised by the Company as having any title to the deceased<br> Members’ interest are the following:
(a)	where<br> the deceased Member was a joint holder, the survivor or survivors; and
---	---
(b)	where<br> the deceased Member was a sole holder, that Member’s personal representative or representatives.
---	---
9.2	Nothing<br> in these Articles shall release the deceased Member’s estate from any liability in<br> respect of any Share, whether the deceased was a sole holder or a joint holder.
---	---

Registrationof transfer of a Share following death or bankruptcy

9.3	A<br> person becoming entitled to a Share in consequence of the death or bankruptcy of a Member<br> may elect to do either of the following:
(a)	to<br> become the holder of the Share; or
---	---
(b)	to<br> transfer the Share to another person.
---	---
9.4	That<br> person must produce such evidence of his entitlement as the directors may properly require.
---	---
9.5	If<br> the person elects to become the holder of the Share, he must give notice to the Company to<br> that effect. For the purposes of these Articles, that notice shall be treated as though it<br> were an executed instrument of transfer.
---	---

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| --- | | 9.6 | If the person elects to transfer the Share to another person then: | | --- | --- | | | (a) | if the Share is Fully Paid, the transferor must execute an instrument of transfer; and | | --- | --- | --- | | | | | | | (b) | if the Share is partly paid, the transferor and the transferee must execute an instrument of transfer. | | 9.7 | All these Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer. | | --- | --- |

Indemnity

9.8	A<br> person registered as a Member by reason of the death or bankruptcy of another Member shall<br> indemnify the Company and the directors against any loss or damage suffered by the Company<br> or the directors as a result of that registration.

Rightsof person entitled to a Share following death or bankruptcy

9.9

A 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 registered as the holder of the Share. However, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares in the Company.

10.

Alteration of capital

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Increasing,consolidating, converting, dividing and cancelling share capital

10.1	To<br> the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of<br> the following and amend its Memorandum for that purpose:
(a)	increase<br> its share capital by new Shares of the amount fixed by that Ordinary Resolution and with<br> the attached rights, priorities and privileges set out in that Ordinary Resolution;
---	---
(b)	consolidate<br> and divide all or any of its share capital into Shares of larger amount than its existing<br> Shares;
---	---
(c)	convert<br> all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares<br> of any denomination;
---	---
(d)	sub-divide<br> its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum,<br> so, however, that in the sub-division, the proportion between the amount paid and the amount,<br> if any, unpaid on each reduced Share shall be the same as it was in case of the Share from<br> which the reduced Share is derived; and
---	---
(e)	cancel<br> Shares which, at the date of the passing of that Ordinary Resolution, have not been taken<br> or agreed to be taken by any person, and diminish the amount of its share capital by the<br> amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish<br> the number of Shares into which its capital is divided.
---	---

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Dealingwith fractions resulting from consolidation of Shares

10.2	Whenever,<br> as a result of a consolidation of Shares, any Members would become entitled to fractions<br> of a Share the directors may on behalf of those Members:
(a)	sell<br> the Shares representing the fractions for the best price reasonably obtainable to any person<br> (including, subject to the provisions of the Act, the Company); and
---	---
(b)	distribute<br> the net proceeds in due proportion among those Members.
---	---

For that purpose, 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 the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.

Reducingshare capital

10.3	Subject<br> to the Act and to any rights for the time being conferred on the Members holding a particular<br> class of Shares, the Company may, by Special Resolution, reduce its share capital in any<br> way.
11.	Redemption and purchase of own Shares
---	---

Powerto issue redeemable Shares and to purchase own Shares

11.1	Subject<br> to the Act and Article 37, and to any rights for the time being conferred on the Members<br> holding a particular class of Shares, and, where applicable, the rules and regulations of<br> the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or<br> otherwise under Applicable Law, the Company may by its directors:
(a)	issue<br> Shares that are to be redeemed or liable to be redeemed, at the option of the Company or<br> the Member holding those redeemable Shares, on the terms and in the manner its directors<br> determine before the issue of those Shares;
---	---
(b)	with<br> the consent by Special Resolution of the Members holding Shares of a particular class, vary<br> the rights attaching to that class of Shares so as to provide that those Shares are to be<br> redeemed or are liable to be redeemed at the option of the Company on the terms and in the<br> manner which the directors determine at the time of such variation; and
---	---
(c)	purchase<br> all or any of its own Shares of any class including any redeemable Shares on the terms and<br> in the manner which the directors determine at the time of such purchase.
---	---

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

11.2	With<br> respect to redeeming, repurchasing or surrendering of Shares:
(a)	Members<br> who hold Public Shares are entitled to request the redemption of such Shares in the circumstances<br> described in Article 37.3;
---	---
(b)	Shares<br> held by the Sponsor shall be surrendered by the Sponsor for no consideration to the extent<br> that the Over-Allotment Option is not exercised in full so that such shares will represent<br> 20% of the Company’s issued Shares after the IPO (exclusive of any securities purchased<br> in a private placement simultaneously with the IPO); and
---	---
(c)	Public<br> Shares shall be repurchased by way of Tender Offer in the circumstances set out in Article<br> 37.2(b).
---	---

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Powerto pay for redemption or purchase in cash or in specie

11.3	When<br> making a payment in respect of the redemption or purchase of Shares, the directors may make<br> the payment in cash or in specie (or partly in one and partly in the other) if so authorised<br> by the terms of the allotment of those Shares, or by the terms applying to those Shares in<br> accordance with Article 11.1, or otherwise by agreement with the Member holding those Shares.

Effectof redemption or purchase of a Share

11.4	Upon<br> the date of redemption or purchase of a Share:
(a)	the<br> Member holding that Share shall cease to be entitled to any rights in respect of the Share<br> other than the right to receive:
---	---
(i)	the<br> price for the Share; and
---	---
(ii)	any<br> dividend declared in respect of the Share prior to the date of redemption or purchase;
---	---
(b)	the<br> Member’s name shall be removed from the Register of Members with respect to the Share;<br> and
---	---
(c)	the<br> Share shall be cancelled or held as a Treasury Shares, as the directors may determine.
---	---

For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.

11.5	For<br> the avoidance of doubt, redemptions and repurchases of Shares in the circumstances described<br> in Articles 11.2(a), 11.2(b) and 11.2(c) above shall not require further approval of the<br> Members.
12.	Meetings of Members
---	---

Powerto call meetings

12.1	To<br> the extent required by the rules and regulations of the Designated Stock Exchange, the SEC<br> and/or any other competent regulatory authority or otherwise under Applicable Law, an annual<br> general meeting of the Company shall be held no later than one year after the first financial<br> year end occurring after the IPO, and shall be held in each year thereafter at such time<br> as determined by the directors and the Company may, but shall not (unless required by the<br> Act or the rules and regulations of the Designated Stock Exchange, the SEC and/or any other<br> competent regulatory authority or otherwise under Applicable Law) be obliged to, in each<br> year hold any other general meeting.
12.2	The<br> agenda of the annual general meeting shall be set by the directors and shall include the<br> presentation of the Company’s annual accounts and the report of the directors (if any).
12.3	Annual<br> general meetings shall be held in New York, USA or in such other places as the directors<br> may determine.
---	---
12.4	All<br> general meetings other than annual general meetings shall be called extraordinary general<br> meetings and the Company shall specify the meeting as such in the notices calling it.
---	---
12.5	The<br> directors may call a general meeting at any time.
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| --- | | 12.6 | If there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, the directors must call a general meeting for the purpose of appointing additional directors. | | --- | --- | | 12.7 | The directors must also call a general meeting if requisitioned in the manner set out in the next two Articles. | | 12.8 | The requisition must be in writing and given by one or more Members who together hold not less than 10% of the rights to vote at such general meeting. | | 12.9 | The requisition must also: | | (a) | specify the purpose of the meeting. | | --- | --- | | (b) | be signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners. | | --- | --- | | (c) | be delivered in accordance with the notice provisions. | | --- | --- | | 12.10 | Should the directors fail to call a general meeting within 21 Clear Days from the date of receipt of a requisition, the requisitioners or any of them may call a general meeting within three months after the end of that period. | | --- | --- | | 12.11 | Without limitation to the foregoing, if there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, any one or more Members who together hold at least 40% of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional directors. | | --- | --- | | 12.12 | Members seeking to bring business before the annual general meeting or to nominate candidates for election as directors at the annual general meeting must deliver notice to the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting. | | --- | --- |

Contentof notice

12.13	Notice<br> of a general meeting shall specify each of the following:
(a)	the<br> place, the date and the hour of the meeting;
---	---
(b)	if<br> the meeting is to be held in two or more places, the technology that will be used to facilitate<br> the meeting;
---	---
(c)	subject<br> to paragraph (d), the general nature of the business to be transacted; and
---	---
(d)	if<br> a resolution is proposed as a Special Resolution, the text of that resolution.
---	---
12.14	In<br> each notice there shall appear with reasonable prominence the following statements:
---	---
(a)	that<br> a Member who is entitled to attend and vote is entitled to appoint one or more proxies to<br> attend and vote instead of that Member; and
---	---
(b)	that<br> a proxyholder need not be a Member.
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Periodof notice

12.15	At<br> least ten days’ notice of a general meeting must be given to Members, provided that<br> a general meeting of the Company shall, whether or not the notice specified in this Article<br> has been given and whether or not the provisions of these Articles regarding general meetings<br> have been complied with, be deemed to have been duly convened if it is so agreed:
(a)	in<br> the case of an annual general meeting, by all of the Members entitled to attend and vote<br> thereat; and
---	---
(b)	in<br> the case of an extraordinary general meeting, by a majority in number of the Members having<br> a right to attend and vote at the meeting, together holding not less than 95% in par value<br> of the Shares giving that right.
---	---

Personsentitled to receive notice

12.16	Subject<br> to the provisions of these Articles and to any restrictions imposed on any Shares, the notice<br> shall be given to the following people:
(a)	the<br> Members;
---	---
(b)	persons<br> entitled to a Share in consequence of the death or bankruptcy of a Member; and
---	---
(c)	the<br> directors.
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Publicationof notice on a website

12.17	Subject<br> to the Act or the rules and regulations of the Designated Stock Exchange, the SEC and/or<br> any other competent regulatory authority or otherwise under Applicable Law, a notice of a<br> general meeting may be published on a website providing the recipient is given separate notice<br> of:
(a)	the<br> publication of the notice on the website;
---	---
(b)	the<br> place on the website where the notice may be accessed;
---	---
(c)	how<br> it may be accessed; and
---	---
(d)	the<br> place, date and time of the general meeting.
---	---
12.18	If<br> a Member notifies the Company that he is unable for any reason to access the website, the<br> Company must as soon as practicable give notice of the meeting to that Member by any other<br> means permitted by these Articles. This will not affect when that Member is deemed to have<br> received notice of the meeting.
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Timea website notice is deemed to be given

12.19	A<br> website notice is deemed to be given when the Member is given notice of its publication.

Requiredduration of publication on a website

12.20	Where<br> the notice of meeting is published on a website, it shall continue to be published in the<br> same place on that website from the date of the notification until at least the conclusion<br> of the meeting to which the notice relates.

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Accidentalomission to give notice or non-receipt of notice

12.21	Proceedings<br> at a meeting shall not be invalidated by the following:
(a)	an<br> accidental failure to give notice of the meeting to any person entitled to notice; or
---	---
(b)	non-receipt<br> of notice of the meeting by any person entitled to notice.
---	---
12.22	In<br> addition, where a notice of meeting is published on a website, proceedings at the meeting<br> shall not be invalidated merely because it is accidentally published:
---	---
(a)	in<br> a different place on the website; or
---	---
(b)	for<br> part only of the period from the date of the notification until the conclusion of the meeting<br> to which the notice relates.
---	---
13.	Proceedings at meetings of Members
---	---

Quorum

13.1

Save as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy. One or more Members who together hold not less than one-third of the Shares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum; provided that a quorum in connection with any meeting that is convened to vote on a Business Combination or any meeting convened with regards to an amendment described in Article 37.9 shall be a majority of the Shares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy.

Lackof quorum

13.2	If<br> a quorum is not present within 15 minutes of the time appointed for the meeting, or if at<br> any time during the meeting it becomes inquorate, then the following provisions apply:
(a)	If<br> the meeting was requisitioned by Members, it shall be cancelled.
---	---
(b)	In<br> any other case, the meeting shall stand adjourned to the same time and place seven days hence,<br> or to such other time or place as is determined by the directors. If a quorum is not present<br> within 15 minutes of the time appointed for the adjourned meeting, then the meeting shall<br> be dissolved.
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Useof technology

13.3	A<br> person may participate in a general meeting through the medium of conference telephone, video<br> or any other form of communications equipment providing all persons participating in the<br> meeting are able to hear and speak to each other throughout the meeting. A person participating<br> in this way is deemed to be present in person at the meeting.

Chairman

13.4	The<br> chairman of a general meeting shall be the chairman of the board or such other director as<br> the directors have nominated to chair board meetings in the absence of the chairman of the<br> board. Absent any such person being present within 15 minutes of the time appointed for the<br> meeting, the directors present shall elect one of their number to chair the meeting.
13.5	If<br> no director is present within 15 minutes of the time appointed for the meeting, or if no<br> director is willing to act as chairman, the Members present in person or by proxy and entitled<br> to vote shall choose one of their number to chair the meeting.
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Rightof a director to attend and speak

13.6	Even<br> if a director is not a Member, he shall be entitled to attend and speak at any general meeting<br> and at any separate meeting of Members holding a particular class of Shares in the Company.

Adjournmentand Postponement

13.7	The<br> chairman may at any time adjourn a meeting. The chairman must adjourn the meeting if so directed<br> by the meeting. No business, however, can be transacted at an adjourned meeting other than<br> business which might properly have been transacted at the original meeting.
13.8	Should<br> a meeting be adjourned for more than twenty Clear Days, whether because of a lack of quorum<br> or otherwise, Members shall be given at least five Clear Days’ notice of the date,<br> time and place of the adjourned meeting and the general nature of the business to be transacted.<br> Otherwise it shall not be necessary to give any notice of the adjournment.
13.9	If,<br> prior to a Business Combination, a notice is issued in respect of a general meeting and the<br> directors, in their absolute discretion, consider that it is impractical or undesirable for<br> any reason to hold that general meeting at the place, the day and the hour specified in the<br> notice calling such general meeting, the directors may postpone the general meeting to another<br> place, day and/or hour provided that notice of the place, the day and the hour of the rearranged<br> general meeting is promptly given to all Members. No business shall be transacted at any<br> postponed meeting other than the business specified in the notice of the original meeting.
13.10	When<br> a general meeting is postponed for thirty days or more, notice of the postponed meeting shall<br> be given as in the case of an original meeting. Otherwise it shall not be necessary to give<br> any such notice of a postponed meeting. All proxy forms submitted for the original general<br> meeting shall remain valid for the postponed meeting. The directors may postpone a general<br> meeting which has already been postponed.

Methodof voting

13.11	A<br> resolution put to the vote of the meeting shall be decided on a poll.

Takingof a poll

13.12	A<br> poll demanded on the question of adjournment shall be taken immediately.
13.13	A<br> poll demanded on any other question shall be taken either immediately or at an adjourned<br> meeting at such time and place as the chairman directs, not being more than 30 Clear Days<br> after the poll was demanded.
13.14	The<br> demand for a poll shall not prevent the meeting continuing to transact any business other<br> than the question on which the poll was demanded.
13.15	A<br> poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who<br> need not be Members) and fix a place and time for declaring the result of the poll. If, through<br> the aid of technology, the meeting is held in more than place, the chairman may appoint scrutineers<br> in more than place; but if he considers that the poll cannot be effectively monitored at<br> that meeting, the chairman shall adjourn the holding of the poll to a date, place and time<br> when that can occur.

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Chairman’scasting vote

13.16	If<br> the votes on a resolution are equal, the chairman may if he wishes exercise a casting vote.

Amendmentsto resolutions

13.17	An<br> Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution<br> if:
(a)	not<br> less than 48 hours before the meeting is to take place (or such later time as the chairman<br> of the meeting may determine), notice of the proposed amendment is given to the Company in<br> writing by a Member entitled to vote at that meeting; and
---	---
(b)	the<br> proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially<br> alter the scope of the resolution.
---	---
13.18	A<br> Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution,<br> if:
---	---
(a)	the<br> chairman of the meeting proposes the amendment at the general meeting at which the resolution<br> is to be proposed, and
---	---
(b)	the<br> amendment does not go beyond what the chairman considers is necessary to correct a grammatical<br> or other non-substantive error in the resolution.
---	---
13.19	If<br> the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a<br> resolution is out of order, the chairman’s error does not invalidate the vote on that<br> resolution.
---	---

Writtenresolutions

13.20	Members<br> may pass a resolution in writing without holding a meeting if the following conditions are<br> met:
(a)	all<br> Members entitled so to vote are given notice of the resolution as if the same were being<br> proposed at a meeting of Members;
---	---
(b)	all<br> Members entitled so to vote :
---	---
(i)	sign<br> a document; or
---	---
(ii)	sign<br> several documents in the like form each signed by one or more of those Members; and
---	---
(c)	the<br> signed document or documents is or are delivered to the Company, including, if the Company<br> so nominates, by delivery of an Electronic Record by Electronic means to the address specified<br> for that purpose.
---	---

Such written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.

13.21

If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.

13.22

The directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll.

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Sole-membercompany

13.23	If<br> the Company has only one Member, and the Member records in writing his decision on a question,<br> that record shall constitute both the passing of a resolution and the minute of it.
14.	Voting rights of Members
---	---

Rightto vote

14.1	Subject<br> to any rights or restrictions attached to any Member’s Shares, or unless a call or<br> other amount presently payable has not been paid, all Members are entitled to vote at a general<br> meeting, and all Members holding Shares of a particular class of Shares are entitled to vote<br> at a meeting of the holders of that class of Shares.
14.2	Members<br> may vote in person or by proxy.
14.3	Every<br> Member shall have one vote for each Share he holds, unless any Share carries special voting<br> rights.
14.4	A<br> fraction of a Share shall entitle its holder to an equivalent fraction of one vote.
14.5	No<br> Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his<br> Shares in the same way.

Rightsof joint holders

14.6	If<br> Shares are held jointly, only one of the joint holders may vote. If more than one of the<br> joint holders tenders a vote, the vote of the holder whose name in respect of those Shares<br> appears first in the Register of Members shall be accepted to the exclusion of the votes<br> of the other joint holder.

Representationof corporate Members

14.7	Save<br> where otherwise provided, a corporate Member must act by a duly authorised representative.
14.8	A<br> corporate Member wishing to act by a duly authorised representative must identify that person<br> to the Company by notice in writing.
14.9	The<br> authorisation may be for any period of time, and must be delivered to the Company not less<br> than two hours before the commencement of the meeting at which it is first used.
14.10	The<br> directors of the Company may require the production of any evidence which they consider necessary<br> to determine the validity of the notice.
14.11	Where<br> a duly authorised representative is present at a meeting that Member is deemed to be present<br> in person; and the acts of the duly authorised representative are personal acts of that Member.
14.12	A<br> corporate Member may revoke the appointment of a duly authorised representative at any time<br> by notice to the Company; but such revocation will not affect the validity of any acts carried<br> out by the duly authorised representative before the directors of the Company had actual<br> notice of the revocation.
14.13	If<br> a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise<br> such persons as it sees fit to act as its representative at any meeting of the Company or<br> at any meeting of any class of Members provided that the authorisation shall specify the<br> number and class of Shares in respect of which each such representative is so authorised.<br> Each person so authorised under the provisions of this Article shall be deemed to have been<br> duly authorised without further evidence of the facts and be entitled to exercise the same<br> rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was<br> the registered holder of such Shares held by the clearing house (or its nominee(s)).

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Memberwith mental disorder

14.14

A 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 that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.

14.15

For the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

---

Objectionsto admissibility of votes

14.16	An<br> objection to the validity of a person’s vote may only be raised at the meeting or at<br> the adjourned meeting at which the vote is sought to be tendered. Any objection duly made<br> shall be referred to the chairman whose decision shall be final and conclusive.

Formof proxy

14.17	An<br> instrument appointing a proxy shall be in any common form or in any other form approved by<br> the directors.
14.18	The<br> instrument must be in writing and signed in one of the following ways:
---	---
(a)	by<br> the Member; or
---	---
(b)	by<br> the Member’s authorised attorney; or
---	---
(c)	if<br> the Member is a corporation or other body corporate, under seal or signed by an authorised<br> officer, secretary or attorney.
---	---

If the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying these Articles about authentication of Electronic Records.

14.19	The<br> directors may require the production of any evidence which they consider necessary to determine<br> the validity of any appointment of a proxy.
14.20	A<br> Member may revoke the appointment of a proxy at any time by notice to the Company duly signed<br> in accordance with the Article above about signing proxies; but such revocation will not<br> affect the validity of any acts carried out by the proxy before the directors of the Company<br> had actual notice of the revocation.

Howand when proxy is to be delivered

14.21

Subject to the following Articles, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority certified notarially or in any other way approved by the directors) must be delivered so that it is received by the Company not less than 48 hours 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. They must be delivered in either of the following ways:

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| --- | | (a) | In the case of an instrument in writing, it must be left at or sent by post: | | --- | --- | | (i) | to the registered office of the Company; or | | --- | --- | | (ii) | to such other place 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. | | --- | --- | | (b) | If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified: | | --- | --- | | (i) | in the notice convening the meeting; or | | --- | --- | | (ii) | in any form of appointment of a proxy sent out by the Company in relation to the meeting; or | | --- | --- | | (iii) | in any invitation to appoint a proxy issued by the Company in relation to the meeting. | | --- | --- | | 14.22 | Where a poll is taken: | | --- | --- | | (a) | if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under the preceding Article not less than 24 hours before the time appointed for the taking of the poll; | | --- | --- | | (b) | but if it to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be e delivered as required under the preceding Article not less than two hours before the time appointed for the taking of the poll. | | --- | --- | | 14.23 | If the form of appointment of proxy is not delivered on time, it is invalid. | | --- | --- |

Votingby proxy

14.24

A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.

15.

Number of directors

---

Unless otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the maximum shall be ten.

16.	Appointment, disqualification and removal of directors

Noage limit

16.1	There<br> is no age limit for directors save that they must be aged at least 18 years.

Corporatedirectors

16.2	Unless<br> prohibited by law, a body corporate may be a director. If a body corporate is a director,<br> these Articles about representation of corporate Members at general meetings apply, mutatis<br> mutandis, to these Articles about directors’ meetings.

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Noshareholding qualification

16.3	Unless<br> a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall<br> be required to own Shares as a condition of his appointment.

Appointmentand removal of directors

16.4	All<br> directors shall hold office for a term of two years or until their successors shall have<br> been elected and qualified. A director elected to fill a vacancy resulting from the death,<br> resignation or removal of a director shall serve for the remainder of the full term of the<br> director whose death, resignation or removal shall have created such vacancy and until his<br> successor shall have been elected and qualified.
16.5	After<br> the closing of a Business Combination, the Company may by Ordinary Resolution appoint any<br> person to be a director or may by Ordinary Resolution remove any director.
16.6	Without<br> prejudice to the Company’s power to appoint a person to be a director pursuant to these<br> Articles, the directors shall have power at any time to appoint any person who is willing<br> to act as a director, either to fill a vacancy or as an additional director. A director elected<br> to fill a vacancy resulting from the death, resignation or removal of a director shall serve<br> for the remainder of the full term of the director whose death, resignation or removal shall<br> have created such vacancy and until his successor shall have been elected and qualified.
16.7	Notwithstanding<br> the other provisions of these Articles, in any case where, as a result of death, the Company<br> has no directors and no shareholders, the personal representatives of the last shareholder<br> to have died have the power, by notice in writing to the Company, to appoint a person to<br> be a director. For the purpose of this Article:
(a)	where<br> two or more shareholders die in circumstances rendering it uncertain who was the last to<br> die, a younger shareholder is deemed to have survived an older shareholder;
---	---
(b)	if<br> the last shareholder died leaving a will which disposes of that shareholder’s shares<br> in the Company (whether by way of specific gift, as part of the residuary estate, or otherwise):
---	---
(i)	the<br> expression personal representatives of the last shareholder means:
---	---
(A)	until<br> a grant of probate in respect of that will has been obtained from the Grand Court of the<br> Cayman Islands, all of the executors named in that will who are living at the time the power<br> of appointment under this Article is exercised; and
---	---
(B)	after<br> such grant of probate has been obtained, only such of those executors who have proved that<br> will;
---	---
(ii)	without<br> derogating from section 3(1) of the Succession Act (Revised), the executors named in that<br> will may exercise the power of appointment under this Article without first obtaining a grant<br> of probate.
---	---
16.8	A<br> remaining director may appoint a director even though there is not a quorum of directors.
---	---
16.9	No<br> appointment can cause the number of directors to exceed the maximum; and any such appointment<br> shall be invalid.
16.10	For<br> so long as Shares are listed on a Designated Stock Exchange, the directors shall include<br> at least such number of Independent Directors as Applicable Law or the rules and regulations<br> of the Designated Stock Exchange require, subject to applicable phase-in rules of the Designated<br> Stock Exchange.

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Resignationof directors

16.11	A<br> director may at any time resign office by giving to the Company notice in writing or, if<br> permitted pursuant to the notice provisions, in an Electronic Record delivered in either<br> case in accordance with those provisions.
16.12	Unless<br> the notice specifies a different date, the director shall be deemed to have resigned on the<br> date that the notice is delivered to the Company.
---	---

Terminationof the office of director

16.13	A<br> director’s office shall be terminated forthwith if:
(a)	he<br> is prohibited by the law of the Islands from acting as a director; or
---	---
(b)	he<br> is made bankrupt or makes an arrangement or composition with his creditors generally; or
---	---
(c)	in<br> the opinion of a registered medical practitioner by whom he is being treated he becomes physically<br> or mentally incapable of acting as a director; or
---	---
(d)	he<br> is made subject to any law relating to mental health or incompetence, whether by court order<br> or otherwise;
---	---
(e)	without<br> the consent of the other directors, he is absent from meetings of directors for a continuous<br> period of six months; or
---	---
(f)	all<br> of the other directors (being not less than two in number) determine that he should be removed<br> as a director, either by a resolution passed by all of the other directors at a meeting of<br> the directors duly convened and held in accordance with these Articles or by a resolution<br> in writing signed by all of the other directors.
---	---
17.	Alternate directors
---	---

Appointmentand removal

17.1	Any<br> director may appoint any other person, including another director, to act in his place as<br> an alternate director. No appointment shall take effect until the director has given notice<br> of the appointment to the other directors. Such notice must be given to each other director<br> by either of the following methods:
(a)	by<br> notice in writing in accordance with the notice provisions;
---	---
(b)	if<br> the other director has an email address, by emailing to that address a scanned copy of the<br> notice as a PDF attachment (the PDF version being deemed to be the notice unless Article<br> 32.7 applies), in which event notice shall be taken to be given on the date of receipt by<br> the recipient in readable form. For the avoidance of doubt, the same email may be sent to<br> the email address of more than one director (and to the email address of the Company pursuant<br> to Article 17.4(c)).
---	---
17.2	Without<br> limitation to the preceding Article, a director may appoint an alternate for a particular<br> meeting by sending an email to his fellow directors informing them that they are to take<br> such email as notice of such appointment for such meeting. Such appointment shall be effective<br> without the need for a signed notice of appointment or the giving of notice to the Company<br> in accordance with Article 17.4.
---	---

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| --- | | 17.3 | A director may revoke his appointment of an alternate at any time. No revocation shall take effect until the director has given notice of the revocation to the other directors. Such notice must be given by either of the methods specified in Article 17.1. | | --- | --- | | 17.4 | A notice of appointment or removal of an alternate director must also be given to the Company by any of the following methods: | | --- | --- | | (a) | by notice in writing in accordance with the notice provisions; | | --- | --- | | (b) | if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 32.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine; | | --- | --- | | (c) | if the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 32.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form; or | | --- | --- | | (d) | if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing. | | --- | --- |

Notices

17.5	All<br> notices of meetings of directors shall continue to be given to the appointing director and<br> not to the alternate.

Rightsof alternate director

17.6	An<br> alternate director shall be entitled to attend and vote at any board meeting or meeting of<br> a committee of the directors at which the appointing director is not personally present,<br> and generally to perform all the functions of the appointing director in his absence.
17.7	For<br> the avoidance of doubt:
---	---
(a)	if<br> another director has been appointed an alternate director for one or more directors, he shall<br> be entitled to a separate vote in his own right as a director and in right of each other<br> director for whom he has been appointed an alternate; and
---	---
(b)	if<br> a person other than a director has been appointed an alternate director for more than one<br> director, he shall be entitled to a separate vote in right of each director for whom he has<br> been appointed an alternate.
---	---
17.8	An<br> alternate director, however, is not entitled to receive any remuneration from the Company<br> for services rendered as an alternate director.
---	---

Appointmentceases when the appointor ceases to be a director

17.9	An<br> alternate director shall cease to be an alternate director if the director who appointed<br> him ceases to be a director.

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Statusof alternate director

17.10	An<br> alternate director shall carry out all functions of the director who made the appointment.
17.11	Save<br> where otherwise expressed, an alternate director shall be treated as a director under these<br> Articles.
17.12	An<br> alternate director is not the agent of the director appointing him.
17.13	An<br> alternate director is not entitled to any remuneration for acting as alternate director.

Statusof the director making the appointment

17.14	A<br> director who has appointed an alternate is not thereby relieved from the duties which he<br> owes the Company.
18.	Powers of directors
---	---

Powersof directors

18.1	Subject<br> to the provisions of the Act, the Memorandum and these Articles, the business of the Company<br> shall be managed by the directors who may for that purpose exercise all the powers of the<br> Company.
18.2	No<br> prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum<br> or these Articles. However, to the extent allowed by the Act, following the consummation<br> of the IPO Members may by Special Resolution validate any prior or future act of the directors<br> which would otherwise be in breach of their duties.
---	---

Appointmentsto office

18.3	The<br> directors may appoint a director:
(a)	as<br> chairman of the board of directors;
---	---
(b)	as<br> vice-chairman of the board of directors;
---	---
(c)	as<br> managing director;
---	---
(d)	to<br> any other executive office
---	---

for such period and on such terms, including as to remuneration, as they think fit.

18.4	The<br> appointee must consent in writing to holding that office.
18.5	Where<br> a chairman is appointed he shall, unless unable to do so, preside at every meeting of directors.
18.6	If<br> there is no chairman, or if the chairman is unable to preside at a meeting, that meeting<br> may select its own chairman; or the directors may nominate one of their number to act in<br> place of the chairman should he ever not be available.
18.7	Subject<br> to the provisions of the Act, the directors may also appoint any person, who need not be<br> a director:
(a)	as<br> Secretary; and
---	---

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| --- | | (b) | to any office that may be required (including, for the avoidance of doubt, one or more chief executive officers, presidents, a chief financial officer, a treasurer, vice-presidents, one or more assistant vice-presidents, one or more assistant treasurers and one or more assistant secretaries), | | --- | --- |

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.

18.8	The<br> Secretary or Officer must consent in writing to holding that office.
18.9	A<br> director, Secretary or other Officer of the Company may not hold the office, or perform the<br> services, of Auditor.
---	---

Remuneration

18.10

The remuneration to be paid to the directors, if any, shall be such remuneration as the directors shall determine, provided that no cash remuneration shall be paid to any director prior to the consummation of a Business Combination. The directors shall also, whether prior to or after the consummation of a Business Combination, be entitled to be paid all out of pocket expenses properly incurred by them in connection with activities on behalf of the Company, including identifying and consummating a Business Combination.

18.11

Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the director or to any other person connected to or related to him.

18.12

Unless his fellow directors determine otherwise, a director is not accountable to the Company for remuneration or other benefits received from any other company which is in the same group as the Company or which has common shareholdings.

Disclosureof information

18.13	The<br> directors may release or disclose to a third party any information regarding the affairs<br> of the Company, including any information contained in the Register of Members relating to<br> a Member, (and they may authorise any director, Officer or other authorised agent of the<br> Company to release or disclose to a third party any such information in his possession) if:
(a)	the<br> Company or that person, as the case may be, is lawfully required to do so under the laws<br> of any jurisdiction to which the Company is subject; or
---	---
(b)	such<br> disclosure is in compliance with the rules of any stock exchange upon which the Company’s<br> shares are listed; or
---	---
(c)	such<br> disclosure is in accordance with any contract entered into by the Company; or
---	---
(d)	the<br> directors are of the opinion such disclosure would assist or facilitate the Company’s<br> operations.
---	---
19.	Delegation of powers
---	---

Powerto delegate any of the directors’ powers to a committee

19.1	The<br> directors may delegate any of their powers to any committee consisting of one or more persons<br> who need not be Members (including, without limitation, the Audit Committee, the Compensation<br> Committee and the Nominating Committee). Persons on the committee may include non-directors<br> so long as the majority of those persons are directors.

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| --- | | 19.2 | The delegation may be collateral with, or to the exclusion of, the directors’ own powers. | | --- | --- | | 19.3 | The delegation may be on such terms as the directors think fit, including provision for the committee itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the directors at will. | | 19.4 | Unless otherwise permitted by the directors, a committee must follow the procedures prescribed for the taking of decisions by directors. | | 19.5 | The directors may adopt formal written charters for committees and, if so adopted, 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 the Articles and shall have such powers as the directors may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating Committee, if established, shall consist of such number of directors as the directors shall from time to time determine (or such minimum number as may be required from time to time by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any class of Shares is listed on the 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 and regulations of the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law. |

Powerto appoint an agent of the Company

19.6	The<br> directors may appoint any person, either generally or in respect of any specific matter,<br> to be the agent of the Company with or without authority for that person to delegate all<br> or any of that person’s powers. The directors may make that appointment:
(a)	by<br> causing the Company to enter into a power of attorney or agreement; or
---	---
(b)	in<br> any other manner they determine.
---	---

Powerto appoint an attorney or authorised signatory of the Company

19.7	The<br> directors may appoint any person, whether nominated directly or indirectly by the directors,<br> to be the attorney or the authorised signatory of the Company. The appointment may be:
(a)	for<br> any purpose;
---	---
(b)	with<br> the powers, authorities and discretions;
---	---
(c)	for<br> the period; and
---	---
(d)	subject<br> to such conditions
---	---

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under these Articles. The directors may do so by power of attorney or any other manner they think fit.

19.8

Any power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised signatory as the directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

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Powerto appoint a proxy

19.9	Any<br> director may appoint any other person, including another director, to represent him at any<br> meeting of the directors. If a director appoints a proxy, then for all purposes the presence<br> or vote of the proxy shall be deemed to be that of the appointing director.
19.10	Articles<br> 17.1 to 17.4 inclusive (relating to the appointment by directors of alternate directors)<br> apply, mutatis mutandis, to the appointment of proxies by directors.
19.11	A<br> proxy is an agent of the director appointing him and is not an Officer.
20.	Meetings of directors
---	---

Regulationof directors’ meetings

20.1	Subject<br> to the provisions of these Articles, the directors may regulate their proceedings as they<br> think fit.

Callingmeetings

20.2	Any<br> director may call a meeting of directors at any time. The Secretary, if any, must call a<br> meeting of the directors if requested to do so by a director.

Noticeof meetings

20.3	Every<br> director shall be given notice of a meeting, although a director may waive retrospectively<br> the requirement to be given notice. Notice may be oral. Attendance at a meeting without written<br> objection shall be deemed to be a waiver of such notice requirement.

Periodof notice

20.4	At<br> least five Clear Days’ notice of a meeting of directors must be given to directors.<br> A meeting may be convened on shorter notice with the consent of all directors.

Useof technology

20.5	A<br> director may participate in a meeting of directors through the medium of conference telephone,<br> video or any other form of communications equipment providing all persons participating in<br> the meeting are able to hear and speak to each other throughout the meeting.
20.6	A<br> director participating in this way is deemed to be present in person at the meeting.

Placeof meetings

20.7	If<br> all the directors participating in a meeting are not in the same place, they may decide that<br> the meeting is to be treated as taking place wherever any of them is.

Quorum

20.8	The<br> quorum for the transaction of business at a meeting of directors shall be two unless the<br> directors fix some other number or unless the Company has only one director.

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Voting

20.9	A<br> question which arises at a board meeting shall be decided by a majority of votes. If votes<br> are equal the chairman may, if he wishes, exercise a casting vote.

Validity

20.10	Anything<br> done at a meeting of directors is unaffected by the fact that it is later discovered that<br> any person was not properly appointed, or had ceased to be a director, or was otherwise not<br> entitled to vote.

Recordingof dissent

20.11	A<br> director present at a meeting of directors shall be presumed to have assented to any action<br> taken at that meeting unless:
(a)	his<br> dissent is entered in the minutes of the meeting; or
---	---
(b)	he<br> has filed with the meeting before it is concluded signed dissent from that action; or
---	---
(c)	he<br> has forwarded to the Company as soon as practical following the conclusion of that meeting<br> signed dissent.
---	---

A director who votes in favour of an action is not entitled to record his dissent to it.

Writtenresolutions

20.12	The<br> directors may pass a resolution in writing without holding a meeting if all directors sign<br> a document or sign several documents in the like form each signed by one or more of those<br> directors.
20.13	Despite<br> the foregoing, a resolution in writing signed by a validly appointed alternate director or<br> by a validly appointed proxy need not also be signed by the appointing director. If a written<br> resolution is signed personally by the appointing director, it need not also be signed by<br> his alternate or proxy.
20.14	Such<br> written resolution shall be as effective as if it had been passed at a meeting of the directors<br> duly convened and held; and it shall be treated as having been passed on the day and at the<br> time that the last director signs.

Soledirector’s minute

20.15	Where<br> a sole director signs a minute recording his decision on a question, that record shall constitute<br> the passing of a resolution in those terms.
21.	Permissible directors’ interests and disclosure
---	---

Permissibleinterests subject to disclosure

21.1	Save<br> as expressly permitted by these Articles or as set out below, a director may not have a direct<br> or indirect interest or duty which conflicts or may possibly conflict with the interests<br> of the Company.
21.2	If,<br> notwithstanding the prohibition in the preceding Article, a director discloses to his fellow<br> directors the nature and extent of any material interest or duty in accordance with the next<br> Article, he may:

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| --- | | (a) | be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise be interested; or | | --- | --- | | (b) | be interested in another body corporate promoted by the Company or in which the Company is otherwise interested. In particular, the director may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise interested in, that other body corporate. | | --- | --- | | 21.3 | Such disclosure may be made at a meeting of the board or otherwise (and, if otherwise, it must be made in writing). The director must disclose the nature and extent of his direct or indirect interest in or duty in relation to a transaction or arrangement or series of transactions or arrangements with the Company or in which the Company has any material interest. | | --- | --- | | 21.4 | If a director has made disclosure in accordance with the preceding Article, then he shall not, by reason only of his office, be accountable to the Company for any benefit that he derives from any such transaction or arrangement or from any such office or employment 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. | | --- | --- |

Notificationof interests

21.5	For<br> the purposes of the preceding Articles:
(a)	a<br> general notice that a director gives to the other directors that he is to be regarded as<br> having an interest of the nature and extent specified in the notice in any transaction or<br> arrangement in which a specified person or class of persons is interested shall be deemed<br> to be a disclosure that he has an interest in or duty in relation to any such transaction<br> of the nature and extent so specified; and
---	---
(b)	an<br> interest of which a director has no knowledge and of which it is unreasonable to expect him<br> to have knowledge shall not be treated as an interest of his.
---	---

Votingwhere a director is interested in a matter

21.6	A<br> director may vote at a meeting of directors on any resolution concerning a matter in which<br> that director has an interest or duty, whether directly or indirectly, so long as that director<br> discloses any material interest pursuant to these Articles. The director shall be counted<br> towards a quorum of those present at the meeting. If the director votes on the resolution,<br> his vote shall be counted.
21.7	Where<br> proposals are under consideration concerning the appointment of two or more directors to<br> offices or employment with the Company or any body corporate in which the Company is interested,<br> the proposals may be divided and considered in relation to each director separately and each<br> of the directors concerned shall be entitled to vote and be counted in the quorum in respect<br> of each resolution except that concerning his or her own appointment.
22.	Minutes
---	---

The Company shall cause minutes to be made in books kept for the purpose in accordance with the Act.

23.	Accounts and audit

Accountingand other records

23.1	The<br> directors must ensure that proper accounting and other records are kept, and that accounts<br> and associated reports are distributed in accordance with the requirements of the Act.

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Noautomatic right of inspection

23.2	Members<br> are only entitled to inspect the Company’s records if they are expressly entitled to<br> do so by law, or by resolution made by the directors or passed by Ordinary Resolution.

Sendingof accounts and reports

23.3	The<br> Company’s accounts and associated directors’ report or auditor’s report<br> that are required or permitted to be sent to any person pursuant to any law shall be treated<br> as properly sent to that person if:
(a)	they<br> are sent to that person in accordance with the notice provisions: or
---	---
(b)	they<br> are published on a website providing that person is given separate notice of:
---	---
(i)	the<br> fact that publication of the documents has been published on the website;
---	---
(ii)	the<br> address of the website; and
---	---
(iii)	the<br> place on the website where the documents may be accessed; and
---	---
(iv)	how<br> they may be accessed.
---	---
23.4	If,<br> for any reason, a person notifies the Company that he is unable to access the website, the<br> Company must, as soon as practicable, send the documents to that person by any other means<br> permitted by these Articles. This, however, will not affect when that person is taken to<br> have received the documents under the next Article.
---	---

Time of receipt if documents are published on a website

23.5	Documents<br> sent by being published on a website in accordance with the preceding two Articles are only<br> treated as sent at least five Clear Days before the date of the meeting at which they are<br> to be laid if:
(a)	the<br> documents are published on the website throughout a period beginning at least five Clear<br> Days before the date of the meeting and ending with the conclusion of the meeting; and
---	---
(b)	the<br> person is given at least five Clear Days’ notice of the hearing.
---	---

Validitydespite accidental error in publication on website

23.6	If,<br> for the purpose of a meeting, documents are sent by being published on a website in accordance<br> with the preceding Articles, the proceedings at that meeting are not invalidated merely because:
(a)	those<br> documents are, by accident, published in a different place on the website to the place notified;<br> or
---	---
(b)	they<br> are published for part only of the period from the date of notification until the conclusion<br> of that meeting.
---	---

Audit

23.7	The<br> directors may appoint an Auditor of the Company who shall hold office on such terms as the<br> directors determine.

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| --- | | 23.8 | Without prejudice to the freedom of the directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the Designated Stock Exchange, the directors shall establish and maintain an Audit Committee as a committee of the directors and shall adopt a formal written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules and regulations of the SEC and the Designated Stock Exchange. The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate. | | --- | --- | | 23.9 | If the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest. | | --- | --- | | 23.10 | The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists). | | --- | --- | | 23.11 | If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the directors shall fill the vacancy and determine the remuneration of such Auditor. | | --- | --- | | 23.12 | Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers 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 Auditor. | | --- | --- | | 23.13 | Auditors shall, if so required by the directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the directors or any general meeting of the Members. | | --- | --- | | 24.14 | Any payment made to members of the Audit Committee (if one exists) shall require the review and approval of the directors, with any director interested in such payment abstaining from such review and approval. | | --- | --- | | 24.15 | The Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance is identified, the Audit Committee shall be charged with the responsibility to take all action necessary to rectify such non-compliance or otherwise cause compliance with the terms of the IPO. | | --- | --- | | 24. | Financial year | | --- | --- |

Unless the directors otherwise specify, the financial year of the Company:

(a)	shall<br> end on 31st December in the year of its incorporation and each following year; and
(b)	shall<br> begin when it was incorporated and on 1st January each following year.
---	---
25.	Record dates
---	---

Except to the extent of any conflicting rights attached to Shares, the directors may fix any time and date as the record date for:

(a)	calling<br> a general meeting;
(b)	declaring<br> or paying a dividend;
---	---
(c)	making<br> or issuing an allotment of Shares; or
---	---
(d)	conducting<br> any other business required pursuant to these Articles.
---	---

The record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.

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| --- | | 26. | Dividends | | --- | --- |

Declarationof dividends by Members

26.1	Subject<br> to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in<br> accordance with the respective rights of the Members but no dividend shall exceed the amount<br> recommended by the directors.

Paymentof interim dividends and declaration of final dividends by directors

26.2	The<br> directors may pay interim dividends or declare final dividends in accordance with the respective<br> rights of the Members if it appears to them that they are justified by the financial position<br> of the Company and that such dividends may lawfully be paid.
26.3	Subject<br> to the provisions of the Act, in relation to the distinction between interim dividends and<br> final dividends, the following applies:
---	---
(a)	Upon<br> determination to pay a dividend or dividends described as interim by the directors in the<br> dividend resolution, no debt shall be created by the declaration until such time as payment<br> is made.
---	---
(b)	Upon<br> declaration of a dividend or dividends described as final by the directors in the dividend<br> resolution, a debt shall be created immediately following the declaration, the due date to<br> be the date the dividend is stated to be payable in the resolution.
---	---

If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

26.4	In<br> relation to Shares carrying differing rights to dividends or rights to dividends at a fixed<br> rate, the following applies:
(a)	If<br> the share capital is divided into different classes, the directors may pay dividends on Shares<br> which confer deferred or non- preferred rights with regard to dividends as well as on Shares<br> which confer preferential rights with regard to dividends but no dividend shall be paid on<br> Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential<br> dividend is in arrears.
---	---
(b)	The<br> directors may also pay, at intervals settled by them, any dividend payable at a fixed rate<br> if it appears to them that there are sufficient funds of the Company lawfully available for<br> distribution to justify the payment.
---	---
(c)	If<br> the directors act in good faith, they shall not incur any liability to the Members holding<br> Shares conferring preferred rights for any loss those Members may suffer by the lawful payment<br> of the dividend on any Shares having deferred or non-preferred rights.
---	---

Apportionmentof dividends

26.5

Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on the Shares during the time or part of the time in respect of which the dividend is paid. If a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

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Rightof set off

26.6	The<br> directors may deduct from a dividend or any other amount payable to a person in respect of<br> a Share any amount due by that person to the Company on a call or otherwise in relation to<br> a Share.

Powerto pay other than in cash

26.7	If<br> the directors so determine, any resolution declaring a dividend may direct that it shall<br> be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation<br> to the distribution, the directors may settle that difficulty in any way they consider appropriate.<br> For example, they may do any one or more of the following:
(a)	issue<br> fractional Shares;
---	---
(b)	fix<br> the value of assets for distribution and make cash payments to some Members on the footing<br> of the value so fixed in order to adjust the rights of Members; and
---	---
(c)	vest<br> some assets in trustees.
---	---

Howpayments may be made

26.8	A<br> dividend or other monies payable on or in respect of a Share may be paid in any of the following<br> ways:
(a)	if<br> the Member holding that Share or other person entitled to that Share nominates a bank account<br> for that purpose - by wire transfer to that bank account; or
---	---
(b)	by<br> cheque or warrant sent by post to the registered address of the Member holding that Share<br> or other person entitled to that Share.
---	---
26.9	For<br> the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or<br> in an Electronic Record and the bank account nominated may be the bank account of another<br> person. For the purpose of paragraph (b) of the preceding Article, subject to any Applicable<br> Law or regulation, the cheque or warrant shall be made to the order of the Member holding<br> that Share or other person entitled to the Share or to his nominee, whether nominated in<br> writing or in an Electronic Record, and payment of the cheque or warrant shall be a good<br> discharge to the Company.
---	---
26.10	If<br> two or more persons are registered as the holders of the Share or are jointly entitled to<br> it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend<br> (or other amount) payable on or in respect of that Share may be paid as follows:
---	---
(a)	to<br> the registered address of the Joint Holder of the Share who is named first on the Register<br> of Members or to the registered address of the deceased or bankrupt holder, as the case may<br> be; or
---	---
(b)	to<br> the address or bank account of another person nominated by the Joint Holders, whether that<br> nomination is in writing or in an Electronic Record.
---	---
26.11	Any<br> Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable<br> in respect of that Share.
---	---

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Dividendsor other moneys not to bear interest in absence of special rights

26.12	Unless<br> provided for by the rights attached to a Share, no dividend or other monies payable by the<br> Company in respect of a Share shall bear interest.

Dividendsunable to be paid or unclaimed

26.13	If<br> a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was<br> declared or both, the directors may pay it into a separate account in the Company’s<br> name. If a dividend is paid into a separate account, the Company shall not be constituted<br> trustee in respect of that account and the dividend shall remain a debt due to the Member.
26.14	A<br> dividend that remains unclaimed for a period of six years after it became due for payment<br> shall be forfeited to, and shall cease to remain owing by, the Company.
---	---
27.	Capitalisation of profits
---	---

Capitalisationof profits or of any share premium account or capital redemption reserve

27.1	The<br> directors may resolve to capitalise:
(a)	any<br> part of the Company’s profits not required for paying any preferential dividend (whether<br> or not those profits are available for distribution); or
---	---
(b)	any<br> sum standing to the credit of the Company’s share premium account or capital redemption<br> reserve, if any.
---	---

The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:

(a)	by<br> paying up the amounts unpaid on that Member’s Shares;
(b)	by<br> issuing Fully Paid Shares, debentures or other securities of the Company to that Member or<br> as that Member directs. The directors may resolve that any Shares issued to the Member in<br> respect of partly paid Shares (Original Shares) rank for dividend only to the extent that<br> the Original Shares rank for dividend while those Original Shares remain partly paid.
---	---

Applyingan amount for the benefit of members

27.2	The<br> amount capitalised must be applied to the benefit of Members in the proportions to which<br> the Members would have been entitled to dividends if the amount capitalised had been distributed<br> as a dividend.
27.3	Subject<br> to the Act, if a fraction of a Share, a debenture, or other security is allocated to a Member,<br> the directors may issue a fractional certificate to that Member or pay him the cash equivalent<br> of the fraction.
---	---
28.	Share premium account
---	---

directorsto maintain share premium account

28.1	The<br> directors shall establish a share premium account in accordance with the Act. They shall<br> carry to the credit of that account from time to time an amount equal to the amount or value<br> of the premium paid on the issue of any Share or capital contributed or such other amounts<br> required by the Act.

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Debitsto share premium account

28.2	The<br> following amounts shall be debited to any share premium account:
(a)	on<br> the redemption or purchase of a Share, the difference between the nominal value of that Share<br> and the redemption or purchase price; and
---	---
(b)	any<br> other amount paid out of a share premium account as permitted by the Act.
---	---
28.3	Notwithstanding<br> the preceding Article, on the redemption or purchase of a Share, the directors may pay the<br> difference between the nominal value of that Share and the redemption purchase price out<br> of the profits of the Company or, as permitted by the Act, out of capital.
---	---
29.	Seal
---	---

Companyseal

29.1	The<br> Company may have a seal if the directors so determine.

Duplicateseal

29.2	Subject<br> to the provisions of the Act, the Company may also have a duplicate seal or seals for use<br> in any place or places outside the Islands. Each duplicate seal shall be a facsimile of the<br> original seal of the Company. However, if the directors so determine, a duplicate seal shall<br> have added on its face the name of the place where it is to be used.

Whenand how seal is to be used

29.3	A<br> seal may only be used by the authority of the directors. Unless the directors otherwise determine,<br> a document to which a seal is affixed must be signed in one of the following ways:
(a)	by<br> a director (or his alternate) and the Secretary; or
---	---
(b)	by<br> a single director (or his alternate).
---	---

Ifno seal is adopted or used

29.4	If<br> the directors do not adopt a seal, or a seal is not used, a document may be executed in the<br> following manner:
(a)	by<br> a director (or his alternate) or any Officer to which authority has been delegated by resolution<br> duly adopted by the directors; or
---	---
(b)	by<br> a single director (or his alternate); or
---	---
(c)	in<br> any other manner permitted by the Act.
---	---

Powerto allow non-manual signatures and facsimile printing of seal

29.5	The<br> directors may determine that either or both of the following applies:
(a)	that<br> the seal or a duplicate seal need not be affixed manually but may be affixed by some other<br> method or system of reproduction;
---	---
(b)	that<br> a signature required by these Articles need not be manual but may be a mechanical or Electronic<br> Signature.
---	---

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Validityof execution

29.6

If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.

30.

Indemnity

---

Indemnity

30.1	To<br> the extent permitted by Applicable Law, the Company shall indemnify each existing or former<br> Secretary, director (including alternate director), and other Officer of the Company (including<br> an investment adviser or an administrator or liquidator) and their personal representatives<br> against:
(a)	all<br> actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or<br> sustained by the existing or former Secretary, director or Officer in or about the conduct<br> of the Company’s business or affairs or in the execution or discharge of the existing<br> or former Secretary’s, director’s or Officer’s duties, powers, authorities<br> or discretions; and
---	---
(b)	without<br> limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing<br> or former Secretary, director or Officer in defending (whether successfully or otherwise)<br> any civil, criminal, administrative or investigative proceedings (whether threatened, pending<br> or completed) concerning the Company or its affairs in any court or tribunal, whether in<br> the Islands or elsewhere.
---	---

Such indemnity only applies if the directors are of the view that, in the absence of fraud, wilful default or wilful neglect, such existing or former Secretary, director or Officer acted honestly and in good faith with a view to what the person believes is in the best interests of the Company and, in the case of criminal proceedings, such person had no reasonable cause to believe that their conduct was unlawful. No such existing or former Secretary, director or Officer, however, shall be indemnified in respect of any matter arising out of his own actual fraud, wilful default or wilful neglect.

30.2

To the extent permitted by Applicable Law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Secretary, director or Officer of the Company in respect of any matter identified in paragraph (a) or paragraph (b) of the preceding Article on condition that the Secretary, director or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Secretary, director or that Officer for those legal costs.

Release

30.3

To the extent permitted by Applicable Law, the Company may by Special Resolution release any existing or former director (including alternate director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own actual fraud, wilful default or wilful neglect.

Insurance

30.4	To<br> the extent permitted by Applicable Law, the Company may pay, or agree to pay, a premium in<br> respect of a contract insuring each of the following persons against risks determined by<br> the directors, other than liability arising out of that person’s own dishonesty:
(a)	an<br> existing or former director (including alternate director), Secretary or Officer or auditor<br> of:
---	---
(i)	the<br> Company;
---	---

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| --- | | (ii) | a company which is or was a subsidiary of the Company; | | --- | --- | | (iii) | a company in which the Company has or had an interest (whether direct or indirect); and | | --- | --- | | (b) | a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or was interested. | | --- | --- | | 31. | Notices | | --- | --- |

Formof notices

31.1	Save<br> where these Articles provide otherwise, any notice to be given to or by any person pursuant<br> to these Articles shall be:
(a)	in<br> writing signed by or on behalf of the giver in the manner set out below for written notices;<br> or
---	---
(b)	subject<br> to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic<br> Signature and authenticated in accordance with Articles about authentication of Electronic<br> Records; or
---	---
(c)	where<br> these Articles expressly permit, by the Company by means of a website.
---	---

Electroniccommunications

31.2	Without<br> limitation to Articles 17.1 to 17.4 inclusive (relating to the appointment and removal by<br> directors of alternate directors) and to Articles 19.8to 19.10 inclusive (relating to the<br> appointment by directors of proxies), a notice may only be given to the Company in an Electronic<br> Record if:
(a)	the<br> directors so resolve;
---	---
(b)	the<br> resolution states how an Electronic Record may be given and, if applicable, specifies an<br> email address for the Company; and
---	---
(c)	the<br> terms of that resolution are notified to the Members for the time being and, if applicable,<br> to those directors who were absent from the meeting at which the resolution was passed.
---	---

If the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.

31.3	A<br> notice may not be given by Electronic Record to a person other than the Company unless the<br> recipient has notified the giver of an Electronic address to which notice may be sent.

Personsauthorised to give notices

31.4	A<br> notice by either the Company or a Member pursuant to these Articles may be given on behalf<br> of the Company or a Member by a director or company secretary of the Company or a Member.

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Deliveryof written notices

31.5	Save<br> where these Articles provide otherwise, a notice in writing may be given personally to the<br> recipient, or left at (as appropriate) the Member’s or director’s registered<br> address or the Company’s registered office, or posted to that registered address or<br> registered office.

Jointholders

31.6	Where<br> Members are joint holders of a Share, all notices shall be given to the Member whose name<br> first appears in the Register of Members.

Signatures

31.7	A<br> written notice shall be signed when it is autographed by or on behalf of the giver, or is<br> marked in such a way as to indicate its execution or adoption by the giver.
31.8	An<br> Electronic Record may be signed by an Electronic Signature.
---	---

Evidenceof transmission

31.9	A<br> notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating<br> the time, date and content of the transmission, and if no notification of failure to transmit<br> is received by the giver.
31.10	A<br> notice given in writing shall be deemed sent if the giver can provide proof that the envelope<br> containing the notice was properly addressed, pre-paid and posted, or that the written notice<br> was otherwise properly transmitted to the recipient.
---	---

Givingnotice to a deceased or bankrupt Member

31.11

A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

31.12

Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

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Dateof giving notices

31.13	A<br> notice is given on the date identified in the following table.
Method for giving notices	When taken to be given
---	---
Personally	At<br> the time and date of delivery
By<br> leaving it at the member’s registered address	At<br> the time and date it was left
If<br> the recipient has an address within the Islands, by posting it by prepaid post to the street or postal address of that recipient	48<br> hours after it was posted
If<br> the recipient has an address outside the Islands, by posting it by prepaid airmail to the street or postal address of that recipient	3<br> Clear Days after posting
By<br> Electronic Record (other than publication on a website), to recipient’s Electronic address	Within<br> 24 hours after it was sent
By<br> publication on a website	See<br> these Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a<br> website

Savingprovision

31.14	None<br> of the preceding notice provisions shall derogate from these Articles about the delivery<br> of written resolutions of directors and written resolutions of Members.
32.	Authentication of Electronic Records
---	---

Applicationof Articles

32.1	Without<br> limitation to any other provision of these Articles, any notice, written resolution or other<br> document under these Articles that is sent by Electronic means by a Member, or by the Secretary,<br> or by a director or other Officer of the Company, shall be deemed to be authentic if either<br> Article 32.2 or Article 32.4 applies.

Authenticationof documents sent by Members by Electronic means

32.2	An<br> Electronic Record of a notice, written resolution or other document sent by Electronic means<br> by or on behalf of one or more Members shall be deemed to be authentic if the following conditions<br> are satisfied:
(a)	the<br> Member or each Member, as the case may be, signed the original document, and for this purpose<br> Original Document includes several documents in like form signed by one or more of those<br> Members; and
---	---
(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, that Member to an address specified in accordance with these Articles for the purpose<br> for which it was sent; and
---	---
(c)	Article<br> 32.7 does not apply.
---	---
32.3	For<br> example, where a sole Member signs a resolution and sends the Electronic Record of the original<br> resolution, or causes it to be sent, by facsimile transmission to the address in these Articles<br> specified for that purpose, the facsimile copy shall be deemed to be the written resolution<br> of that Member unless Article 32.7 applies.
---	---

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Authenticationof document sent by the Secretary or Officers of the Company by Electronic means

32.4	An<br> Electronic Record of a notice, written resolution or other document sent by or on behalf<br> of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic<br> if the following conditions are satisfied:
(a)	the<br> Secretary or the Officer or each Officer, as the case may be, signed the original document,<br> and for this purpose Original Document includes several documents in like form signed by<br> the Secretary or one or more of those Officers; and
---	---
(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, the Secretary or that Officer to an address specified in accordance with these Articles<br> for the purpose for which it was sent; and
---	---
(c)	Article<br> 32.7 does not apply.
---	---

This Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

32.5	For<br> example, where a sole director signs a resolution and scans the resolution, or causes it<br> to be scanned, as a PDF version which is attached to an email sent to the address in these<br> Articles specified for that purpose, the PDF version shall be deemed to be the written resolution<br> of that director unless Article 32.7 applies.

Mannerof signing

32.6	For<br> the purposes of these Articles about the authentication of Electronic Records, a document<br> will be taken to be signed if it is signed manually or in any other manner permitted by these<br> Articles.

Savingprovision

32.7	A<br> notice, written resolution or other document under these Articles will not be deemed to be<br> authentic if the recipient, acting reasonably:
(a)	believes<br> that the signature of the signatory has been altered after the signatory had signed the original<br> document; or
---	---
(b)	believes<br> that the original document, or the Electronic Record of it, was altered, without the approval<br> of the signatory, after the signatory signed the original document; or
---	---
(c)	otherwise<br> doubts the authenticity of the Electronic Record of the document
---	---

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

33.	Transfer by way of continuation

33.1	The<br> Company may, by Special Resolution, resolve to be registered by way of continuation in a<br> jurisdiction outside:
(a)	the<br> Islands; or
---	---
(b)	such<br> other jurisdiction in which it is, for the time being, incorporated, registered or existing.
---	---

| 44 |

| --- | | 33.2 | To give effect to any resolution made pursuant to the preceding Article, the directors may cause the following: | | --- | --- | | (a) | an application be made to the Registrar of Companies to deregister the Company in the Islands or in the other jurisdiction in which it is for the time being incorporated, registered or existing; and | | --- | --- | | (b) | all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. | | --- | --- | | 34. | Winding up | | --- | --- |

Distributionof assets in specie

34.1	If<br> the Company is wound up, the Members may, subject to these Articles and any other sanction<br> required by the Act, pass a Special Resolution allowing the liquidator to do either or both<br> of the following:
(a)	to<br> divide in specie among the Members the whole or any part of the assets of the Company and,<br> for that purpose, to value any assets and to determine how the division shall be carried<br> out as between the Members or different classes of Members;
---	---
(b)	to<br> vest the whole or any part of the assets in trustees for the benefit of Members and those<br> liable to contribute to the winding up.
---	---

Noobligation to accept liability

34.2	No<br> Member shall be compelled to accept any assets if an obligation attaches to them.

Thedirectors are authorised to present a winding up petition

34.3	The<br> directors have the authority to present a petition for the winding up of the Company to the<br> Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution<br> passed at a general meeting.
35.	Amendment of Memorandum and Articles
---	---

Powerto change name or amend Memorandum

35.1	Subject<br> to the Act, the Company may, by Special Resolution:
(a)	change<br> its name; or
---	---
(b)	change<br> the provisions of its Memorandum with respect to its objects, powers or any other matter<br> specified in the Memorandum.
---	---

Powerto amend these Articles

35.2	Subject<br> to the Act and as provided in these Articles, the Company may, by Special Resolution, amend<br> these Articles in whole or in part.
36.	Mergers and Consolidations
---	---

The Company shall have the power to merge or consolidate with one or more constituent companies (as defined in the Act) upon such terms as the directors may determine and (to the extent required by the Act) with the approval of a Special Resolution.

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| --- | | 37. | Business Combination | | --- | --- |

37.1	Notwithstanding<br> any other provision of these Articles, this Article 37 shall apply during the period commencing<br> upon the adoption of these Articles and terminating upon the first to occur of the consummation<br> of any Business Combination and the distribution of the Trust Account pursuant to Article<br> 37.10. In the event of a conflict between this Article 37 and any other Articles, the provisions<br> of this Article 37 shall prevail and this Article may not be amended prior to the consummation<br> of a Business Combination without a Special Resolution.
37.2	Prior<br> to the consummation of any Business Combination, the Company shall either:
---	---
(a)	submit<br> such Business Combination to its Members for approval; or
---	---
(b)	provide<br> Members with the opportunity to have their Shares repurchased by means of a tender offer<br> (a Tender Offer) for a per-Share repurchase price payable in cash, equal to the aggregate<br> amount then on deposit in the Trust Account, calculated as of two business days prior to<br> the consummation of such Business Combination, including interest earned on the funds held<br> in the Trust Account not previously released to the Company to pay its income taxes, if any,<br> divided by the number of Public Shares then in issue, provided that the Company shall not<br> repurchase Public Shares in an amount that would cause the Company’s net tangible assets<br> (after payment of the deferred underwriting commissions) to be less than US$5,000,001.
---	---
37.3	If<br> the Company initiates any Tender Offer in accordance with Rule 13e-4 and Regulation 14E of<br> the Exchange Act in connection with a proposed Business Combination, it shall file Tender<br> Offer documents with the SEC prior to completing such Business Combination which contain<br> substantially the same financial and other information about such Business Combination and<br> the redemption rights as is required under Regulation 14A of the Exchange Act.
---	---
37.4	If,<br> alternatively, the Company holds a general meeting to approve a proposed Business Combination,<br> the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant<br> to Regulation 14A of the Exchange Act, and not pursuant to the Tender Offer rules, and file<br> proxy materials with the SEC.
---	---
37.5	At<br> a general meeting called for the purposes of approving a Business Combination pursuant to<br> this Article, in the event that such Business Combination is approved by Ordinary Resolution,<br> the Company shall be authorised to consummate such Business Combination.
---	---
37.6	Any<br> Member holding Public Shares who is not a Founder, Officer or director may, contemporaneously<br> with any vote on a Business Combination, elect to have their Public Shares redeemed for cash<br> (the IPO Redemption), provided that no such Member acting together with any Affiliate<br> of his or any other person with whom he is acting in concert or as a partnership, syndicate,<br> or other group for the purposes of acquiring, holding, or disposing of Shares may exercise<br> this redemption right with respect to more than 15% of the Public Shares without the Company’s<br> prior consent, and provided further that any holder that holds Public Shares beneficially<br> through a nominee must identify itself to the Company in connection with any redemption election<br> in order to validly redeem such Public Shares. In connection with any vote held to approve<br> a proposed Business Combination, holders of Public Shares seeking to exercise their redemption<br> rights will be required to either tender their certificates (if any) to the Company’s<br> transfer agent or to deliver their shares to the transfer agent electronically using The<br> Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s<br> option, in each case up to two business days prior to the initially scheduled vote on the<br> proposal to approve a Business Combination. If so demanded, the Company shall pay any such<br> redeeming Member, regardless of whether he is voting for or against such proposed Business<br> Combination or abstains from voting, a per-Share redemption price payable in cash, equal<br> to the aggregate amount then on deposit in the Trust Account calculated as of two business<br> days prior to the consummation of a Business Combination, including interest earned on the<br> Trust Account not previously released to the Company to pay its income taxes, if any, divided<br> by the number of Public Shares then in issue (such redemption price being referred to herein<br> as the Redemption Price), provided that the Company shall not repurchase Public Shares<br> in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001.
---	---

| 46 |

| --- | | 37.7 | The Redemption Price shall be paid promptly following the consummation of the relevant Business Combination. If the proposed Business Combination is not approved or completed for any reason then such redemptions shall be cancelled and share certificates (if any) returned to the relevant Members as appropriate. | | --- | --- | | 37.8 | The Company shall consummate a Business Combination by December 16, 2023, provided however that if the Board of Directors anticipates that the Company may not be able to consummate a Business Combination by December 16, 2023, the Company may, by Resolution of Directors, at the request of the Sponsor, extend the period of time to consummate a Business Combination up to twelve (12) times, for an additional one (1) month each time (for a total of up to 12 months until December 16, 2024) to complete a Business Combination, subject to the Sponsor depositing additional funds into the Trust Account upon five days advance notice prior to the applicable deadline in accordance with terms as set out in the Trust Agreement and referred to in the Registration Statement. In the event that the Company does not consummate a Business Combination by December 16, 2023 or (in the case of twelve (12) valid extensions of an additional one (1) month each) December 16, 2024, or such later time as the Members of the Company may approve in accordance with these Articles, the Company shall: | | --- | --- | | (a) | cease all operations except for the purpose of winding up; | | --- | --- | | (b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 the Company to pay income taxes, if any (less up to US$50,000 of interest to pay dissolution expenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and | | --- | --- | | (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the directors, liquidate and dissolve, | | --- | --- |

subject in each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in this Article 37.8 with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.

37.9	In<br> the event that any amendment is made to these Articles:
(a)	that<br> would modify the substance or timing of the Company’s obligation to provide holders<br> of Public Shares the right to:
---	---
(i)	have<br> their shares redeemed or repurchased in connection with a Business Combination pursuant to<br> Articles 37.2(b) or 37.6; or
---	---
(ii)	redeem<br> 100% of the Public Shares if the Company has not consummated an initial Business Combination<br> by December 16, 2023 or (in the case of twelve (12) valid extensions of<br> an additional one (1) month each) December 16, 2024 pursuant to Article 37.8;<br> or
---	---

| 47 |

| --- | | (b) | with respect to any other provision relating to the rights of holders of Public Shares, | | --- | --- |

each holder of Public Shares who is not a Founder, Officer or director shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment (an Amendment Redemption) 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 not previously released to the Company to pay income taxes, if any, divided by the number of Public Shares then in issue.

37.10	Except<br> for the withdrawal of interest to pay income taxes, if any, none of the funds held in the<br> Trust Account shall be released from the Trust Account:
(a)	to<br> the Company, until completion of any Business Combination; or
---	---
(b)	to<br> the Members holding Public Shares, until the earliest of:
---	---
(i)	a<br> repurchase of Shares by means of a Tender Offer pursuant to Article 37.2(b);
---	---
(ii)	an<br> IPO Redemption pursuant to Article 37.6;
---	---
(iii)	a<br> distribution of the Trust Account pursuant to Article 37.8; or
---	---
(iv)	an<br> Amendment Redemption pursuant to Article 37.9.
---	---

In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.

37.11	After<br> the issue of Public Shares (including pursuant to the Over-Allotment Option), and prior to<br> the consummation of a Business Combination, the directors shall not issue additional Shares<br> or any other securities that would entitle the holders thereof to:
(a)	receive<br> funds from the Trust Account; or
---	---
(b)	vote<br> as a class with the Public Shares:
---	---
(i)	on<br> a Business Combination or on any other proposal presented to Members prior to or in connection<br> with the completion of a Business Combination; or
---	---
(ii)	to<br> approve an amendment to these Articles to:
---	---
(A)	extend<br> the time the Company has to consummate a Business Combination beyond December 16, 2023<br> or (in the case of twelve (12) valid extensions of an additional one (1) month<br> each) December 16, 2024 pursuant to Article 37.8; or
---	---
(B)	amend<br> the foregoing provisions of these Articles.
---	---
37.12	The<br> Company must complete one or more Business Combinations, which must be with one or more operating<br> businesses or assets with a fair market value equal to at least 80% of the net assets held<br> in the trust account (net of amounts disbursed to management for working capital purposes,<br> if permitted, and excluding the amount of any deferred underwriting discount and taxes payable<br> on the interest earned on the trust account). An initial Business Combination must not be<br> effectuated solely with another blank cheque company or a similar company with nominal operations
---	---

| 48 |

| --- | | 37.13 | The uninterested Independent Directors shall approve any transaction or transactions between the Company and any of the following parties: | | --- | --- | | (a) | any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and | | --- | --- | | (b) | any director or Officer of the Company and any Affiliate or relative of such director or Officer. | | --- | --- | | 37.14 | A director may vote in respect of any Business Combination in which such director has a conflict of interest with respect to the evaluation of such Business Combination. Such director must disclose such interest or conflict to the other directors. | | --- | --- | | 37.15 | The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, the directors of the Company or Officers. In the event the Company seeks to complete the Business Combination with a target that is Affiliated with the Sponsor, a Founder, Officers or directors, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or another independent accounting firm, that such a Business Combination or transaction is fair to the Company from a financial point of view. | | --- | --- | | 37.16 | Any Business Combination must be approved by a majority of the Independent Directors. | | --- | --- | | 38. | Certain Tax Filings | | --- | --- |

38.1

Each Tax Filing Authorised Person and any such other person, acting alone, as any director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any director of the Company or an Officer. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of these Articles.

39.

Business Opportunities

---

39.1	In<br> recognition and anticipation of the facts that: (a) directors, managers, officers, members,<br> partners, managing members, employees and/or agents of one or more members of the Investor<br> Group (each of the foregoing, an “Investor Group Related Person”) may<br> serve as directors of the Company and/or Officers; and (b) the Investor Group engages, and<br> may continue to engage in the same or similar activities or related lines of business as<br> those in which the Company, directly or indirectly, may engage and/or other business activities<br> that overlap with or compete with those in which the Company, directly or indirectly, may<br> engage, the provisions under this heading “Business Opportunities” are set forth<br> to regulate and define the conduct of certain affairs of the Company as they may involve<br> the Members and the Investor Group Related Persons, and the powers, rights, duties and liabilities<br> of the Company and its Officers, directors and Members in connection therewith.
39.2	To<br> the fullest extent permitted by Applicable Law, the directors and officers of the Company<br> shall have no duty, except and to the extent expressly assumed by contract, to refrain from<br> engaging directly or indirectly in the same or similar business activities or lines of business<br> as the Company. To the fullest extent permitted by Applicable Law, and subject to his or<br> her fiduciary duties under Applicable Law, the Company renounces any interest or expectancy<br> of the Company in, or in being offered an opportunity to participate in, any potential transaction<br> or matter which may be a corporate opportunity offered to any director and officer of the<br> Company, on the one hand, and the Company, on the other, unless such opportunity is expressly<br> offered to such director or officer of the Company solely in their capacity as an Officer<br> or director of the Company and the opportunity is one the Company is permitted to complete<br> on a reasonable basis.
---	---
39.3	Except<br> as provided elsewhere in these Articles, the Company hereby renounces any interest or expectancy<br> of the Company in, or in being offered an opportunity to participate in, any potential transaction<br> or matter which may be a corporate opportunity for both the Company and the Investor Group,<br> about which a director of the Company and/or Officer who is also an Investor Group Related<br> Person acquires knowledge.
---	---
39.4	To<br> the extent a court might hold that the conduct of any activity related to a corporate opportunity<br> that is renounced in this Article to be a breach of duty to the Company or its Members, the<br> Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims<br> and causes of action that the Company may have for such activities. To the fullest extent<br> permitted by Applicable Law, the provisions of this Article apply equally to activities conducted<br> in the future and that have been conducted in the past.
---	---

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| --- |

AnnexB

AMENDMENTNO.2 TO THE

INVESTMENTMANAGEMENT TRUST AGREEMENT

This Amendment No. 2 (this “Amendment”), dated as of [●], 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Kairous Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of December 13, 2021 (as amended, the “Trust Agreement”);

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

WHEREAS, at an Annual Meeting of shareholders of the Company held on December [ ], 2023, the Company shareholders approved (i) a proposal to amend (the “Charter Amendment”) the Company’s second amended and restated memorandum and articles of association to provide that the date by which the Company shall be required to effect a Business Combination to be extended for twelve (12) times for an additional one (1) month each time from December 16, 2023 and (ii) a proposal to extend the date on which to commence liquidating the Trust Account in the event the Company has not consummated a business combination; and

WHEREAS, on the date hereof, the Company is filing the Charter Amendment with the Registrar of Corporate Affairs in the Cayman Islands.

NOW THEREFORE, IT IS AGREED:

The Trust Agreement is hereby amended as follows:

1. Preamble. The third WHEREAS clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows:

“WHEREAS, if a Business Combination is not consummated by December 16, 2023, 24 months following the closing of the IPO, the Company’s insiders may extend such period by twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024, by depositing into the trust account $50,000 for each additional one (1) month extension, up to a maximum of 36 months in the aggregate following the closing of the IPO (each such deadline, an “Applicable Deadline,” each such extension, an “Extension”) and in exchange for which they will receive promissory notes; and

2. Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated to read in full as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Maxim Group LLC, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that the Company extended the time to complete the Business Combination for up to 36 months from the closing of the IPO but has not completed the Business Combination within the applicable monthly anniversary of the Closing, (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.

| 1 |

| --- |

3. Exhibit D. Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows:

[Letterheadof Company]

[Insertdate]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attn: Mark Zimkind

	Re:	Trust<br> Account — Extension Letter

Gentlemen:

Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Kairous Acquisition Corp. Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of December 13, 2021, as amended, (“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional one (1) month, from ______________ to ______________ (the “Extension”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline.

In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $50,000 (for each one-month extension), which will be wired to you, into the Trust Account investments upon receipt.

This is the ____ of up to twelve Extension Letters.

	Very<br> truly yours,

	Kairous<br> Acquisition Corp. Limited

	By:
		[●],
cc:	Maxim<br> Group LLC
---	---
	3.	All<br> other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
---	---	---

	4.	This<br> Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be<br> one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile<br> signature shall be deemed to be an original signature for purposes of this Amendment.

	5.	This<br> Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section<br> 7(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is<br> hereby ratified, intentionally waived and relinquished by all parties hereto.

	6.	This<br> Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect<br> to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

[Signature Page Follows]

| 2 |

| --- |

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

CONTINENTAL<br> STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE

By:
Name:
Title:	Vice<br> President

KAIROUS<br> ACQUISITION CORP. LIMITED

By:
Name:
Title:	Chief<br> Executive Officer

| 3 |

| --- |

PROXYCARD

KAIROUSACQUISITION CORP. LIMITED

PROXYFOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERSTHIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on December 14, 2023: The Proxy Statement and Annual Report on Form 10-K are available on November 28, 2023.

The undersigned hereby appoints Mr. Athiwat Apichote and Ms. Usanee Lekvanichkul individually, each with full power of substitution, as proxy of the undersigned to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Kairous Acquisition Corp. Limited, to be held on December 14, 2023 at 10 a.m. local time at Grand Hyatt Erawan Bangkok, 494 Ratchadamri Rd, Lumphini, Pathum Wan, Bangkok 10330, Thailand. and virtually by visiting https://www.cstproxy.com/kairousacquisitioncorp/2023 and entering the control number included on your proxy card, and any postponement or adjournment thereof, and to vote as if the undersigned were then and there personally present on all matters set forth in the Notice of Annual Meeting, dated November 28, 2023 (the “Notice”), a copy of which has been received by the undersigned, as follows:

1.	PROPOSAL 1. CHARTER AMENDMENT — TO APPROVE AS A SPECIAL RESOLUTION THAT THE COMPANY’S SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION BE DELETED IN THEIR ENTIRETY AND THE SUBSTITUTION IN THEIR PLACE OF THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY IN THE FORM ATTACHED AS ANNEX [A] TO THE NOTICE OF MEETING WHICH REFLECTS THE EXTENSION OF THE DATE BY WHICH THE COMPANY HAS TO CONSUMMATE A BUSINESS COMBINATION (THE “EXTENSION”) A TOTAL OF TWELVE (12) TIMES FOR AN ADDITIONAL ONE (1) MONTH EACH TIME FROM DECEMBER 16, 2023 TO DECEMBER 16, 2024 (THE TERMINATION DATE AS SO EXTENDED, THE “EXTENDED TERMINATION DATE”).
	For ☐	Against ☐	Abstain ☐
---	---	---	---
2.	PROPOSAL 2. TRUST AMENDMENT — TO APPROVE AS AN ORDINARY RESOLUTION THAT THE COMPANY’S INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED AS OF DECEMBER 13, 2021 (THE “TRUST AGREEMENT”), AS AMENDED, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY (THE “TRUSTEE”), BE AMENDED TO EXTEND THE DATE ON WHICH TO COMMENCE LIQUIDATING THE TRUST ACCOUNT ESTABLISHED IN CONNECTION WITH THE COMPANY’S INITIAL PUBLIC OFFERING A TOTAL OF TWELVE (12) TIMES FOR AN ADDITIONAL ONE (1) MONTH EACH TIME FROM DECEMBER 16, 2023 TO DECEMBER 16, 2024 (THE “TRUST AMENDMENT”) BY DEPOSITING INTO THE TRUST ACCOUNT $50,000 for each ONE-MONTH EXTENSION IN THE EVENT THE COMPANY HAS NOT CONSUMMATED A BUSINESS COMBINATION BY THE EXTENDED TERMINATION DATE.
---	---
	For ☐	Against ☐	Abstain ☐
---	---	---	---

3.	PROPOSAL 3. ADJOURNMENT — TO APPROVE AS AN ORDINARY RESOLUTION THAT THE CHAIRMAN OF THE ANNUAL MEETING BE DIRECTED TO ADJOURN THE ANNUAL 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 MEETING, THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE CHARTER AMENDMENT AND THE TRUST AMENDMENT.
	For ☐	Against ☐	Abstain ☐
---	---	---	---

NOTE:IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUALMEETING AND ANY ADJOURNMENT(S) THEREOF.

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| --- |

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED FOR THE PROPOSALS AND, AT THE DISCRETION OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.

Dated:
		Signature<br> of Shareholder

PLEASE PRINT NAME

Certificate Number(s)

Total Number of Shares Owned

Sign exactly as your name(s) appears on your share certificate(s). A corporation is requested to sign its name by its President or other authorized officer, with the office held designated. Executors, administrators, trustees, etc., are requested to so indicate when signing. If a share certificate is registered in two (2) names or held as joint tenants or as community property, both interested persons should sign.

PLEASECOMPLETE THE FOLLOWING:

I plan to attend the Annual Meeting (Circle one): Yes

No Number of attendees:

PLEASENOTE:

SHAREHOLDER SHOULD SIGN THE PROXY PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE TO ENSURE THAT IT IS RECEIVED BEFORE THE ANNUAL MEETING. PLEASE INDICATE ANY ADDRESS OR TELEPHONE NUMBER CHANGES IN THE SPACE BELOW.

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